Disclaimer & Important Notices

General

This Information Memorandum has been prepared for the purpose of a capital raising for Medicinal Organic Cannabis Australia (MOCA) Pty Ltd. The Information Memorandum is provided solely for use by prospective investors (“Recipients”) in considering their interest in investing in MOCA.

This Information Memorandum is not, and under no circumstances is to be construed as, a prospectus or a Product Disclosure Document under the Corporations Act 2001 (Cth) (Corporations Act). It has not been lodged with ASIC under the Corporations Act and it is not required to be.

To the maximum extent permitted by law, MOCA (including all of its Directors, employees and related bodies corporate):

· make no representation or warranty, express or implied, as to the accuracy, reliability, reasonableness or completeness of the content represented in this Information Memorandum;

· expressly disclaim any and all liability (whether arising from negligence, under the Corporations Act or otherwise) for, or based on, or relating to any such information (including any estimates or projections) contained within this Information Memorandum, or for any errors in or omissions from this Information Memorandum or for any written or oral communications transmitted to the Recipient or other conduct in the course of the Recipient’s evaluation of MOCA (including its current and projected business), except for any liability which cannot be excluded as a matter for law;

· are under no obligation to notify the Recipient or to provide further information to the Recipient if they or any of them become aware of any inaccuracy, incompleteness or change in any information contained in this Information Memorandum; and

· accept no responsibility to inform any Recipient of any matter arising or coming to their notice after the date of this Information Memorandum which may affect any matter referred to in this Summary.

No information contained in this document is intended to be legally binding. It does not constitute a legally binding offer of securities.

Any conduct or statements whether prior or subsequent to the issuance of this Information Memorandum are not, and are deemed not to be, an offer to contract or a binding undertaking of any kind by MOCA (including without limitation, quasi-contractual rights, promissory estoppel, or rights with similar legal basis).

Recipients

This Information Memorandum and any investment in MOCA is only available to you if you are either a “Sophisticated Investor” for the purposes of section 708(8) of the Corporations Act or a “Professional Investor” for the purpose of section 708(11) of the Corporations Act.

No recommendation

This Information Memorandum is not and should not be considered a recommendation by MOCA or its officers, employees or advisors, that any Recipient invest in MOCA, or that such an investment is a suitable investment for the Recipient. The information contained in this Information Memorandum is selective and does not purport to contain all information Recipients may require to evaluate whether or not to invest in MOCA.

Recipients must obtain their own professional financial, legal, taxation, or other advice appropriate to their specific situation before deciding to invest in MOCA. MOCA does not accept any responsibility for any costs incurred by any person in relation to the person’s evaluation of MOCA and the information provided in this Information Memorandum.

Confidentiality

This Information Memorandum is for the confidential use of only those persons to whom it is transmitted or provided by MOCA. By their acceptance of this Information Memorandum, Recipients agree that they will not transmit, reproduce or make available to any person, other than their professional advisors, this Information Memorandum or any of the information contained herein.

Forecast and Forward Looking Statements

Certain information included in this Information Memorandum, including any information as to future financial or operating performance and other statements that express expectations or estimates of future performance, constitute 'forward-looking statements'. For example, statements about expected market growth, future revenues and profits, product development, product performance, expected timing and receipt of regulatory product approvals and patents, operating costs, and industry conditions, are all forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements, and the forward-looking statements are not guarantees of future performance. Except as required by law, MOCA disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

Readers are cautioned not to put undue reliance on these forward-looking statements, and not to use this document as their sole source for decision making. Readers are encouraged to seek additional information and independent advice. This Information Memorandum contains information obtained by MOCA from third parties, including but not limited to market data. The Company believes such information to be accurate but has not independently verified such information. To the extent such information obtained from third party sources, there is a risk that the assumptions made and conclusions drawn by MOCA based on such representations are not accurate.

No Distribution

This Information Memorandum may not be copied or distributed by the Recipient to third parties, apart from their professional advisors for advice on a strictly confidential “need to know” basis.

No part of it may in any form or by any means (electronic, mechanical, micro copying, photocopying, recording or otherwise) be reproduced or transmitted without the permission of MOCA.

Currency

Unless otherwise specified in this Information Memorandum, all references to ‘$’ or ‘dollars’ are made to Australian dollars.