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Innovations in Cannabis

Sproutly is a fast-growing company that is focused on delivering innovative products to the cannabis marketplace.

Meet Sproutly

Our mission at Sproutly is to be a vertically integrated cannabis consumer products company, bringing together pharma-grade cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry.

Innovation

Our core value is the pursuit and development of unique technologies for the production, processing, and delivery of cannabis.

Expertise

Talent drives growth. Sproutly is focused on attracting the best and brightest minds in the cannabis space while providing them with the tools and resources that will allow them to succeed.

Reliability

Sproutly will deliver products and brands that its customers and consumers can depend on.

Keith Dolo

President & CEO, Director

Keith Dolo most recently served for over 13 years with Robert Half, an S&P 500, NYSE listed company. He previously...

Keith Dolo most recently served for over 13 years with Robert Half, an S&P 500, NYSE listed company. He previously held the role of Vice President for the past 8 years and prior to that held other senior roles in both operations and sales prior to joining Sproutly Inc. Mr. Dolo’s role will be to provide direction, oversight and guidance to all functions of the organization. Keith is well versed in working effectively with boards, clarifying the external and internal competitive landscape, unearthing opportunities for expansion, serving customers, and leveraging new industry developments and standards. Mr. Dolo sits on an advisory committee and a board position for two non-profits in Vancouver, BC. Keith holds a Bachelor of Commerce from the University of Saskatchewan and is an active member in the Vancouver community.

Dr. Arup Sen

Chief Science Officer

Dr. Sen has 35+ years in research and executive management positions at biotechnology and pharmaceutical companies, negotiated and managed licenses...

Dr. Sen has 35+ years in research and executive management positions at biotechnology and pharmaceutical companies, negotiated and managed licenses and joint ventures with J&J, Biomet, GCC and Tokuyama Soda of Japan, Eastman Kodak and Sandoz/Novartis. His work during the past decade led to the invention of proprietary technologies that produce unique water soluble minerals, micronutrients, including phytochemicals. Arup was awarded a Ph.D. in biochemistry from Princeton University and is a former faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen is the inventor on five (5) US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics and devices and diagnostics.

Craig Loverock

Chief Financial Officer

Craig Loverock is a Chartered Professional Accountant with over 20 years’ experience in accounting and finance roles in Canada, the...

Craig Loverock is a Chartered Professional Accountant with over 20 years’ experience in accounting and finance roles in Canada, the United States, and England. He is presently the CFO of Contagious Gaming Inc. (CNS:TSXV). He brings with him public company reporting and transactional experience, as well as having provided CFO consulting services to a number of private high growth technology businesses, serving as the Senior Financial Advisor to the Chairman at Magna International, and acting as the Chief Compliance Officer and CFO for a private equity firm. Mr. Loverock received his B.Comm (Hons) from Carleton University in 1994 and received his Chartered Accountant’s designation from the Institute of Chartered Accountants, Ontario in 1997. He is currently the treasurer of the Durham Community Foundation.

Karin Studer

Chief Operating Officer

A seasoned executive with proven operational leadership, Karin currently champions Sproutly’s vision, mission and strategic objectives. As a Director in...

A seasoned executive with proven operational leadership, Karin currently champions Sproutly’s vision, mission and strategic objectives. As a Director in one of Canada’s leading financial institutions, she executed the strategies within the retail banking and wealth management segments, achieved market-leading business growth and maximized stakeholder value while building customer relationships and employee engagement. With an extensive regulatory background, Karin oversees the governance and compliance framework as it relates to the ACMPR rules and regulations.

Chuck Seguin

Compliance Officer

Chuck has been active in the area of regulatory policy and compliance in all aspects of the cannabis industry since...

Chuck has been active in the area of regulatory policy and compliance in all aspects of the cannabis industry since 2013. Previously, as Western Regional Director of Operations for AmerisourceBergen Canada, he concurrently functioned as their Senior Person in Charge (SPIC) and Responsible Person in Charge (RPIC) for AmerisourceBergen’s distribution of pharmaceuticals and narcotics. He brings with him an extensive experience in the retail pharmaceutical industry with People’s Drug Mart and BIG V Pharmacies.

Frank Han

Head Grower

Frank has over 12 years of experience in the horticulture industry. He previously worked as the Master Grower in a...

Frank has over 12 years of experience in the horticulture industry. He previously worked as the Master Grower in a large commercial facility where he was in charge of all growing methods, techniques and procedures. He brings with him a wealth of knowledge in cloning, nutrient, and overall plant management. Frank will be in charge of the production team at the Toronto Herbal Remedies.

Jan Venter, MD

Medical Officer

A board-certified Family Physician and Functional Medicine Practitioner at False Creek Healthcare Centre – one of Canada’s leading private clinics...

A board-certified Family Physician and Functional Medicine Practitioner at False Creek Healthcare Centre – one of Canada’s leading private clinics – as well as Chief Medical Officer for HealthTech Connex, Surrey, BC. Dr. Venter will help Sproutly spearhead the next level of patient-practitioner relationships within the medical cannabis landscape. As the founder of Fuslum Medical and Brain Vault Health Systems, Dr. Venter believes personalized precision medicine is the future of medicine and that patient-centred care is key.

Sproutly Canada Inc. (CSE:SPR)
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Sproutly, Inc.

#1050 — 1095 W. Pender Street

Vancouver, BC V6E 2M6

778.945.6868

info@sproutly.ca

ACMPR Licensed Cannabis Producer Sproutly Begins Trading on the CSE under the Symbol “SPR”

Sproutly Canada, Inc. (formerly Stone Ridge Exploration Corp.) (“Sproutly" or the “Company”) is pleased to announce that effective at the open of the market today, Sproutly’s common shares will be listed and will commence trading on the Canadian Securities Exchange (the "CSE") under the three-letter ticker symbol "SPR".

Sproutly is an ACMPR Licensed Producer of cannabis that strives to meet the evolving needs of cannabis consumers across Canada. Its mission is to become a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA utilizing state-of-the-art production technology and methods designed to best-in-class standards.

The Company previously announced signing of letters of intent to acquire 1) Infusion Biosciences Canada Inc, a biotech company possessing the rights to Infusion Biosciences Inc.’s (“Infusion Biosciences”) APP Technology for specific jurisdictions; and 2) SSM Partners Inc., a management company engaged in the commercialization of products and formulation services for APP Technology in specific jurisdictions, (together referred to as “Infusion Biosciences Canada” or the “Proposed Acquisition”). The transaction is expected to be completed in July.

The Proposed Acquisition brings together a disruptive and truly ground breaking technology in the growing cannabis beverage category and an ACMPR licensed producer with a strategically located cultivation facility.

Keith Dolo, CEO and Director, commented: “Pending closing of the Proposed Acquisition, Sproutly seeks to become a dominant player and provider of best-in-class cannabis products, by creating a powerful platform to serve the needs of the food and beverage industry.”

INVESTMENT HIGHLIGHTS

Licensed Producer Under the ACMPR – Its wholly owned subsidiary Toronto Herbal Remedies owns and operates a completed 16,600 sq. ft. facility with production capacity of up to 1,400 kg per year with state of the art production technology and methods designed to best-in-class standards.

Strategically Located to Service the Greater Toronto Area (“GTA”) - Cultivation Facility and distribution strategically in the GTA with the ability to service 6.4 million adults in the GTA with a same day delivery service and an oversized Level 9 Vault allows for the ability to act as distribution centre for other LP’s(1).

Transformative Acquisition of Infusion Biosciences Canada – Proprietary, patent pending recovery process (“APP”) for recovering both water soluble (Infuz2O) and Bio Natural Oil (BNO) cannabinoids with a highly scalable, low-cost recovery yields attractive economics as compared to other extraction methods that require further processing beyond extraction to produce consumable products. APP Technology produces two unique finished ingredients from cannabis and hemp plants:

  • Infuz2O – A naturally water-soluble cannabis solution delivering a new form of consuming cannabis in a beverage that mimics the onset/offset features comparable to smoking It will be formulated into beverages/drinks which deliver the effects of cannabis, fully dissolving in water with a fast onset time of less than 5 minutes, clearing (offset) within 90 minutes.
  • Bio Natural Oil (“BNO”) – Cannabinoid oils infused into natural edibles or transdermal delivery while retaining strain specific characteristics.

The development of Infusion Biosciences’ APP technology and the creation of its Infuz2O and BNO, is based on over 12 years of R&D on the recovery of water soluble phytochemicals from medicinal plants and over 25 years in discovery and development of biotechnology and pharmaceutical drugs.

(1) Pending Health Canada approval

About Sproutly Canada, Inc.

Sproutly is an ACMPR Licensed Producer of cannabis that strives to meet the evolving needs of cannabis consumers across Canada. Its mission is to become a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA utilizing state-of-the-art production technology and methods designed to pharma-grade standards. Sproutly’s strategy is focused on developing and deploying novel technologies to formulate and market unique cannabis products in a rapidly evolving consumer market.

For more information on Sproutly please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Canada Inc. Announces Completion of Reverse Takeover Transaction and Conditional Approval to Commence Trading on July 9, 2018

Sproutly Canada, Inc. (formerly Stone Ridge Exploration Corp.) (“Sproutly Canada" or the “Company”) is pleased to announce that it has closed the previously announced proposed plan of arrangement under the Canada Business Corporations Act (the “Arrangement”) pursuant to which, among other things, Sproutly, Inc. ("Sproutly") completed a reverse takeover of Stone Ridge Exploration Corp. (“Stone Ridge”).

Immediately prior to the completion of the Arrangement, Stone Ridge completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation share for every two pre-consolidation shares. Pursuant to the Arrangement, among other things, shareholders of Sproutly received approximately two (2) post-Consolidation common shares of Stone Ridge in exchange for each common share of Sproutly held by such shareholder immediately prior to the effective time of the Arrangement. As a result of the Arrangement, former shareholders of Sproutly hold approximately 84% of the issued and outstanding common shares of the Company (the “Sproutly Shares”) immediately after completion of the Arrangement. The Company will continue the business of Sproutly as described below.

Prior to the completion of the Arrangement, the Canadian Securities Exchange (the "CSE") conditionally approved the listing of the Sproutly Shares. Listing of the Sproutly Shares is subject to, among other things, satisfaction of the customary listing conditions of the CSE. Subject to satisfaction of these and other conditions, the Sproutly Shares are expected to begin trading on the CSE on July 9, 2018 under the trading symbol "SPR".

"Sproutly Canada’s public listing on the CSE is a major milestone in the development of our business and provides investors with a unique public vehicle to participate in the Canadian legal cannabis market with a company focused on becoming a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry,” said Keith Dolo, Chief Executive Officer, Sproutly Canada.

Upon closing of the Arrangement, the Board of Directors of Sproutly Canada is comprised of Keith Dolo, Aman Bains, Gregg Orr, and Justin Kates. Keith Dolo has been appointed as Chief Executive Officer of Sproutly Canada, together with Craig Loverock (Chief Financial Officer) and Karin Studer (Chief Operating Officer).

A listing statement describing Sproutly Canada, prepared in accordance with the policies of the CSE, will be made available on the CSE’s website and on SEDAR at www.sedar.com. The information regarding Sproutly Canada and the Arrangement in this press release is qualified in its entirety by reference to the more detailed disclosure included in the listing statement.

Stock Option Grant

Upon closing of the Arrangement, Sproutly Canada granted an aggregate of 3,100,000 stock options (the “Options”) to purchase Sproutly Shares to certain incoming directors, officers, employees and consultants of the Company in accordance with the Company’s stock option plan. The Options will vest in equal installments every six (6) months, commencing six (6) months from the issue date and will be exercisable into Sproutly Shares until July 6, 2028.

There are currently a total of 123,060,267 Sproutly Shares issued and outstanding and options and warrants exercisable to purchase up to an additional 25,114,626 Sproutly Shares, in aggregate.

Finder’s Fee

In connection with assisting Stone Ridge in the identification, negotiation and implementation of a transaction that would result in a reverse takeover transaction of Stone Ridge, 3,853,687 Sproutly Shares (the “Finder Shares”) were issued to an arm’s length party as a finder’s fee upon closing of the Arrangement. The issuance of the Finder Shares does not result in the creation of a new “Related Person” (as such term is defined in the CSE Policies).

Financial Advisors

Novus Merchant Partners Inc. acted as the exclusive financial advisor to Sproutly.

Toronto Herbal Remedies is Granted an ACMPR License to Cultivate Cannabis from Health Canada

VANCOUVER, BRITISH COLUMBIA - June 2018 - Sproutly is pleased to announce that, via its wholly-owned subsidiary Toronto Herbal Remedies Inc. (“THR”), has received its Access to Cannabis for Medical Purposes Regulations ("ACMPR") license from Health Canada to cultivate cannabis (the “Cultivation License”). Following the granting of the license, Toronto Herbal Remedies is now permitted to cultivate cannabis at its 16,600 sq ft. facility strategically located in the Greater Toronto Area.

Keith Dolo, Chief Executive Officer of Sproutly, commented, "Achieving our Cultivation License is a significant milestone and key to implementing our strategy to become a leading vertically integrated cannabis consumer products company, bringing together pharma-grade cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry.”

This announcement follows shortly after Sproutly entered into non-binding letters of intent to Acquire Infusion Biosciences Canada Inc., a biotech company possessing the rights to Infusion Biosciences Inc.’s technology which is able to recover water soluble cannabinoids as well as the plant’s oil-based bioactive materials using a patent pending process, proprietary reagents and trade secrets (“APP Technology”) and SSM Partners Inc.

Sproutly Enters into Non-Binding Letters of Intent to Acquire Infusion Biosciences Canada

VANCOUVER, B.C., May 23, 2018 – Sproutly Inc. (“Sproutly” or the “Company”) is pleased to announce that it has entered into non-binding letters of intent (the “Letters of Intent”) to acquire: 1) Infusion Biosciences Canada Inc., a biotech company possessing the rights to Infusion Biosciences Inc.’s (“Infusion Biosciences”) APP Technology (defined below) for specific jurisdictions; and 2) SSM Partners Inc., a management company engaged in the commercialization of products and formulation services for APP Technology in specific jurisdictions, (together referred to as “Infusion Biosciences Canada” or the “Proposed Acquisition”). The transaction is expected to be completed by the end of June 2018.

Transaction Highlights

The proposed Transaction brings together a disruptive technology in the growing cannabis beverage category and a late-stage ACMPR applicant with a strategically located cultivation facility. The two companies have a fully-aligned strategy to become a provider of innovative cannabis products creating a powerful platform as a cannabis beverage company:

Significant Discovery and Recovery of Naturally Water Soluble Cannabinoids – Infusion Biosciences has discovered and been able to recover naturally water soluble cannabinoids which deliver the effects of cannabis within five minutes and dissipate within 90 minutes, paralleling the effects of smoking cannabis.

Positions Company to Become a Leader in Cannabis Beverages – Access to APP Technology, and in particular, Infuz2O will position Sproutly, subject to the Government of Canada’s authorization of the legal sale of cannabis edible products and concentrates, as a leader in cannabis beverage for regulated markets with a solution to the traditional onset, offset and formulation challenges of cannabis oils in beverage and edibles.

Novel Low Cost and Scalable Recovery Process as an Alternative to Current Extraction Methods – APP Technology is a patent-pending process able to recover both water soluble cannabinoids and cannabis oils in a low-cost manner which is highly scalable with non-specialized equipment and organic & GRAS certified mediums.

Broadens Sproutly’s Management Team – The addition of Dr. Sen and Mr. Marcellino to Sproutly’s executive management team provides additional experience in scientific research and commercialization of disruptive technologies.

Exclusive License for Key Regulated Jurisdictions – By way of its acquisition of Infusion Biosciences Canada, Sproutly will obtain the exclusive rights for APP Technology in Canada, Australia, Israel, Jamaica, Germany, and the European Union.

Transaction Overview and Sproutly Reverse Take Over

Sproutly has entered into a binding definitive agreement dated February 7, 2018 with Stone Ridge Exploration Corp. (“Stone Ridge”) whereby Stone Ridge is to acquire a 100% interest in Sproutly, which will constitute a reverse takeover of Stone Ridge by the shareholders of Sproutly (the “Sproutly Reverse Take Over”) (together referred to as the “Resulting Issuer”). Stone Ridge trades on the Canadian Securities Exchange (“CSE”) under the ticker symbol CSE:SO.

Pursuant to the Letters of Intent, Infusion Biosciences Canada Inc. shareholders will receive consideration of 36.9 million common shares of the Resulting Issuer and $5 million of cash (the “Infusion Biosciences Canada Consideration”) for their Infusion Biosciences Canada common shares and the ability to earn an additional 14.7 million common shares of the Resulting Issuer, subject to certain earn out provisions (the “Earn Out Consideration”). Pursuant to the Letters of Intent, SSM Partners Inc. shareholders will receive consideration of $25,000 for their SSM Partners Inc. common shares with the ability to earn an additional 22.1 million common shares of the Resulting Issuer and $5 million of cash, subject to certain earn out provisions (the “SSM Contingent Consideration”).

Overview of Infusion Biosciences Canada

Infusion Bioscience Canada, through its licensing agreement with Infusion Biosciences, is the owner of the exclusive rights to utilize APP Technology for the recreational and medical cannabis markets in Canada, Australia, Israel, Jamaica, Germany, and the European Union.

APP Technology:

Infusion Biosciences is able to gently recover both the water soluble bioactive materials as well as the plant’s oil-based bioactive materials using a patent pending process, proprietary reagents and trade secrets (together “APP Technology”). APP Technology produces two unique finished ingredients from cannabis and hemp plants:

Infuz2O – A naturally water-soluble cannabis solution; this will be formulated into beverages/drinks which deliver the effects of cannabis, fully dissolving in water with a fast onset time of less than 5 minutes, clearing (offset) within 90 minutes; and,

Bio Natural Oil (“BNO”) – Cannabinoid oils infused into natural edibles or transdermal delivery while retaining strain specific characteristics.

The development of Infusion Biosciences’ APP technology and the creation of its Infuz2O and BNO, is based on over 12 years of R&D on the recovery of water soluble phytochemicals from medicinal plants and over 25 years in discovery and development of biotechnology and pharmaceutical drugs.

Overview of SSM Partners

SSM Partners is a management consulting company engaged in research, commercialization and formulation of technologies for the cannabis industry. SSM Partners has been tasked by Infusion Biosciences Canada with certain research and management activities related to APP Technology.

Management Additions

Dr. Arup Sen – Proposed Chief Science Officer and Director of the Resulting Issuer

In connection with the agreements to acquire Infusion Biosciences Canada, Dr. Arup Sen will assume the role of Chief Science Officer and join the board of directors of the Resulting Issuer upon closing of the Proposed Acquisition. Dr. Sen’s business career started in the biotechnology and biopharmaceutical industry in 1982. He has managed R&D, intellectual property strategy and corporate development (negotiating and managing licenses and joint ventures) with domestic and international companies (J&J, Biomet, GCC and Tokuyama Soda of Japan, Sandoz/Novartis and others). He also has taken three companies from start-up through public trading and has served as the CEO of public and private companies. He received his Ph.D. in biochemistry from Princeton University. His nearly decade long academic career as a faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen has published several dozen papers in top ranking international journals and authored a book on bone diseases. He is an inventor on a number of US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics, medical therapeutic devices, and molecular diagnostics.

Paul Marcellino – Proposed Business Development Officer of the Resulting Issuer

In connection with the agreements to acquire Infusion Biosciences Canada Paul Marcellino will join Sproutly as Business Development Officer upon closing of the Proposed Acquisition.  Mr. Marcellino graduated in 2005 with a degree in Chemistry and has served as CEO and Co-Founder of an award-winning nutraceutical company focused on innovative cultivation, extraction and product development. He brings his international business experience and network to the table and has assembled a team of diverse professionals with proven track records to bring Infusion Biosciences into the forefront of the global cannabis industry. Paul has both the vision and the skill needed to create and implement a plan for growth by developing teams and processes starting at a grassroots level. He has the proven ability to see opportunity and provide leadership for strategic networking that will further the success of the company through research, planning, and execution.

Financial Advisors

Novus Merchant Partners Inc. is acting as the exclusive financial advisor to Infusion Biosciences.

About Sproutly Inc.

Sproutly is an emerging Canadian cannabis company that strives to meet the evolving needs of cannabis consumers across Canada. Through its wholly owned subsidiary (Toronto Herbal Remedies Inc.) Sproutly is a final-stage applicant for licensing by Health Canada to produce cannabis under the ACMPR. It currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA with an oversized level 9 vault with capacity of up to $32 million enabling the opportunity to act as a strategic distribution hub for the Greater Toronto Area enabling same-day deliveries (1). The Company’s strategy is focused on developing and deploying novel technologies to formulate and market unique cannabis products in a rapidly evolving consumer market.

Stone Ridge Exploration Corp Announces Letter of Intent to Acquire Sproutly Inc. and Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

VANCOUVER, BRITISH COLUMBIA – November 23, 2017 – Stone Ridge Exploration Corp. (CSE:SO) (“Stone Ridge” or the “Company”), is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with Sproutly Inc. (“Sproutly”) which outlines the general terms and conditions of a proposed transaction (the “Proposed Transaction”) that will result in Stone Ridge acquiring all of the issued and outstanding shares of Sproutly issued and outstanding at the time of closing (the “Sproutly Shares”).

Shareholders of Sproutly will essentially receive two (2) post-consolidation common shares in the capital of Stone Ridge (“Stone Ridge Shares”), in exchange for each common share in the capital of Sproutly held by such shareholder at the time of closing. Prior to and as a condition precedent to closing, Sproutly will have acquired all of the issued and outstanding shares of Toronto Herbal Remedies Inc. (“THR”), as discussed below. It is expected that following the closing of the Proposed Transaction, the Resulting Issuer (as defined below) will have 97,050,502 common shares issued and outstanding on a post-transaction basis.

The Proposed Transaction is currently expected to be completed by way of a three cornered amalgamation, or an acquisition of the Sproutly Shares by merger, amalgamation, plan of arrangement, reorganization, business combination, sale of all or substantially all of the assets, or exchange of assets or securities in a similar transaction between Stone Ridge and Sproutly or other similar transaction which will result in Sproutly becoming a wholly-owned subsidiary of Stone Ridge.