CannAmerica Brands : News release - English

CANNAMERICA BRANDS CORP.

("CannAmerica" or the "Corporation")

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION - VENTURE ISSUERS

for the fiscal year ended March 31, 2021

dated September 30, 2021

Director and NEO compensation, excluding compensation securities

For the purposes hereof, "Named Executive Officer" or "NEO" means: (a) each Chief Executive Officer ("CEO"), (b) each Chief Financial Officer ("CFO"), (c) each of the three most highly compensated executive officers of the Corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, during any part of the most recently completed financial year whose total compensation was, individually, more than CDN$150,000 for that financial year; and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year. Unless otherwise noted, all dollar amounts are expressed in Canadian dollars and references to "$" or "Cdn$" are to Canadian dollars.

During the year ended March 31, 2021, the Corporation had four (4) NEOs. The following table sets forth all direct and indirect compensation for, or in connection with, services provided to the Corporation and its subsidiaries for the last two financial years.

The following table also sets forth, for the years ended March 31, 2020, and 2021, all compensation (other than stock options and other compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, to each NEO and director, in any capacity.

		Table of compensation excluding compensation securities
Name	Year	Salary,	Bonus	Committee	Value of	Value of all	Total
and	Ended	consulting	($)	or meeting	perquisites	other	compensation
position		fee,		fees	($)(1)(2)	compensation ($)	($)
		retainer or		($)
		commission
		($)
Dan Anglin(3)	2021	71,749	Nil	Nil	Nil	Nil	82,592
President, Chief Executive	2020	145,147	Nil	Nil	Nil	Nil	145,147
Officer and Director
Paul Ciullo(4)	2021	62,875	Nil	Nil	Nil	Nil	69,163
Former Chief Financial Officer	2020	85,122	Nil	Nil	Nil	Nil	85,122
Frank Falconer(5)	2021	34,823	Nil	Nil	Nil	Nil	34,823
Former Chief Commercial	2020	145,417	Nil	Nil	Nil	Nil	145,417
Officer and Director
Diana Anglin(6)	2021	96,120	Nil	Nil	Nil	Nil	103,840
Chief Operating Officer/Interim	2020	160,313	Nil	Nil	Nil	Nil	160,313
Chief Financial Officer,
Corporate Secretary and
Director
Austin Sims(7)	2021	87,058	Nil	Nil	Nil	Nil	87,058
Director	2020	127,863	Nil	Nil	Nil	Nil	127,863

Notes:

1. Includes perquisites provided to an NEO or director that are not generally available to all employees. An item is generally a perquisite if it is not integrally and directly related to the performance of the director's or NEO's duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. For the purposes of the table, perquisites are valued based on the aggregate incremental cost to the Corporation and its subsidiaries.
2. NEOs and directors whose total salary for the applicable financial year was $150,000 or less did not receive perquisites that, in aggregate, were greater than $15,000. NEOs and directors whose total salary for the applicable financial year was greater than $150,000 but less than $500,000 did not receive perquisites that, in aggregate, were greater than 10% of the NEO's or director's salary for the applicable financial year.
3. Mr. Anglin was appointed President and Chief Executive Officer ("CEO") on November 6, 2018. The Corporation entered into an Employment Agreement with Mr. Anglin on May 30, 2018. See "Employment, Consulting and Management Agreements" below for details.
4. Mr. Ciullo was appointed Chief Financial Officer ("CFO") on March 1, 2019 and resigned his position as CFO on July 8, 2021. The Corporation entered into an Employment Agreement with Mr. Ciullo dated February 27, 2019. See "Employment, Consulting and Management Agreements" below for details.

CannAmerica Brands Corp.

- 1 -

Statement of Executive Compensation Fiscal Y/E 2021

(5)

(6)

(7)

Mr. Falconer was appointed Chief Commercial Officer ("CCO") on March 5, 2019. The Corporation entered into an Employment Agreement with Mr. Falconer dated May 30, 2018. See "Employment, Consulting and Management Agreements" below for details. Mr. Falconer resigned as CCO on July 31, 2020, and a director of the Corporation on November 10, 2020.

Ms. Anglin was appointed Chief Operating Officer ("COO") of the Corporation on November 11, 2019. The Corporation entered into an Employment Agreement with Ms. Anglin dated November 11, 2019. See "Employment, Consulting and Management Agreements" below for details. Ms. Anglin was appointed a director of the Corporation on November 10, 2020. Ms. Anglin was appointed Interim Chief Financial Officer and Corporate Secretary of the Corporation on July 8, 2021.

Mr. Sims was appointed a director of the Corporation on April 13, 2020. Mr. Sims has been an employee (Chief Science Officer) of the Corporation since 2018.

External Management Companies

None of the NEOs or directors of the Corporation have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Corporation to provide executive management services to the Corporation, directly or indirectly, other than as set out below under the heading Employment/Consulting and Management Agreements.

Stock options and other compensation securities

For the purposes of this section, "Compensation Securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

There were no Compensation Securities granted or issued to any director or NEO by the Corporation or one of its subsidiaries in the year ended March 31, 2021, for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries nor were any Compensation Securities re-priced, cancelled and replaced or were otherwise materially modified. No Compensation Securities were exercised by the directors or NEOs of the Corporation during the most recently completed financial year.

There following table discloses all Compensation Securities granted or issued to each director and NEO by the Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries, and outstanding as at March 31, 2021:

	COMPENSATION SECURITIES GRANTED OR ISSUED TO DIRECTORS AND NEOS
Name	Type of	Number of	Date	Issue,	Closing		Closing	Expiry
and	compensation	compensation	of	conversion	price of		price of	Date(3)
position	security(1)	securities,	issue	or exercise	security or		security or
		number of	or	price	underlying		underlying
		underlying	grant	($)	security on		security at
		securities, and			date of		year end
		percentage of			grant		($)
		class(2)			($)
Dan Anglin(4)	Option	1,000,000	May 30/18	0.30	n/a		0.052	May 30/23
President,	Option	500,000	Jan 15/19	0.60	0.60		0.052	Jan 15/24
Chief Executive Officer
and Director
Frank Falconer(5)	Option	n/a	n/a	n/a	n/a		n/a	n/a
Former Chief Commercial
Officer
Paul Ciullo(6)	Option	300,000	Mar 5/19	0.60	0.35		0.052	Mar 5/24
Former Chief Financial
Officer
Diana Anglin(7)	Option	300,000	May 30/18	0.30	n/a		0.052	May 30/23
Chief Operating	Option	500,000	Jan 15/19	0.60	0.60		0.052	Jan 15/24
Officer/Interim Chief
Financial Officer,
Corporate Secretary and
Director
Austin Sims, Director(8)	Option	300,000	May 30/18	0.30	n/a		0.052	May 30/23
	Option	500,000	Jan 15/19	0.60	0.60		0.052	Jan 15/24
	Option	250,000	April 13/20	0.05	0.05		0.052	April 13/25
Notes:

1. "Compensation Securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

CannAmerica Brands Corp.

- 2 -

Statement of Executive Compensation Fiscal Y/E 2021

1. As of March 31, 2021, the NEOs and directors held the following number of CannAmerica Options ("Options") (each one Option being exercisable to acquire one (1) common share of the Corporation): Dan Anglin - 1,500,000 Options; Frank Falconer 1,500,000 - Options; Paul Ciullo - 300,000 Options; Diana Anglin - 800,000 Options. The Options held by Messrs. Falconer and Ciullo were cancelled following their respective resignations from the Board and the Corporation, respectively, in accordance with the Corporation's 2018 Stock Option Plan.
2. During the year ended March 31, 2021, no Compensation Securities were re-priced, cancelled and replaced or were otherwise materially modified.
3. Mr. Anglin was appointed President and CEO on November 6, 2018.
4. Mr. Falconer was appointed Chief Operating Officer of the Corporation on November 6, 2018 and was subsequently appointed Chief Commercial Officer on March 5, 2019. Mr. Falconer resigned as Chief Commercial Officer on July 31, 2020, and a director of the Corporation on November 10, 2020.
5. Mr. Ciullo was appointed Chief Financial Officer of the Corporation on March 1, 2019 and resigned his position as CFO on July 8, 2021.
6. Ms. Anglin was appointed Chief Operating Officer of the Corporation on November 11, 2019. Ms. Anglin was appointed as a director on November 10, 2020, and Interim Chief Financial Officer and Corporate Secretary of the Corporation on July 8, 2021.
7. Mr. Sims was appointed a director on April 13, 2020. Mr. Sims has been an employee (Chief Science Officer) of the Corporation since 2018.

There were no exercises of Compensation Securities by a director or NEO during the year ended March 31, 2021.

The following table discloses details regarding each exercise of Compensation Securities by a director or NEO during the year ended March 31, 2021.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

Name and

Type of

Number

Exercise

Date of

Closing

Difference

Total value

position

compensation

of

price per

exercise

price per

between exercise

on exercise

security

underlying

security

security

price and closing

date

securities

($)

on date

price on date of

($)

exercised

of

exercise

exercise

($)

($)

Dan Anglin(1)

President,

n/a

Nil

n/a

n/a

n/a

n/a

n/a

Chief Executive Officer and

Director

Frank Falconer(2)

n/a

Nil

n/a

n/a

n/a

n/a

n/a

Former Chief Commercial

Officer

Paul Ciullo(3)

n/a

Nil

n/a

n/a

n/a

n/a

n/a

Former Chief Financial

Officer

Diana Anglin (4)

Chief Operating

n/a

Nil

n/a

n/a

n/a

n/a

n/a

Officer/Interim Chief

Financial Officer, Corporate

Secretary and Director

Austin Sims, Director (5)

n/a

Nil

n/a

n/a

n/a

n/a

n/a

Notes:

1. Mr. Anglin was appointed President and CEO on November 6, 2018.
2. Mr. Falconer was appointed Chief Operating Officer of the Corporation on November 6, 2018 and was subsequently appointed Chief Commercial Officer on March 5, 2019. Mr. Falconer resigned as Chief Commercial Officer on July 31, 2020 and as a director of the Corporation on November 10, 2020.
3. Mr. Ciullo was appointed Chief Financial Officer of the Corporation on March 1, 2019 and resigned his position on July 8, 2021.
4. Ms. Anglin was appointed Chief Operating Officer of the Corporation on November 11, 2019 and was appointed a director on November 10, 2020. Ms. Anglin was appointed Interim Chief Financial Officer and Corporate Secretary of the Corporation on July 8, 2021.
5. Mr. Sims was appointed a director on April 13, 2020.

Stock option plans and other incentive plans

Other than the Corporation's 2018 Stock Option Plan (the "Plan"), the Corporation does not have any stock option plan, or stock option agreement made outside of a stock option plan, providing for the grant of stock appreciation rights, deferred share units or restricted stock units or any other incentive plan or portion of a plan under which awards are granted.

The 2018 Option Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Corporation and its subsidiaries or affiliates, options to purchase Shares. The 2018 Option Plan is a "rolling" stock option plan, whereby the aggregate number of Shares reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Corporation, shall not exceed fifteen percent (15%) of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. As at the date hereof, there are 5,450,000 options outstanding under the 2018 Plan representing approximately 9.0% of the Corporation's current issued and outstanding shares.

CannAmerica Brands Corp.

- 3 -

Statement of Executive Compensation Fiscal Y/E 2021

The purpose of the 2018 Option Plan is to allow directors, officers and other eligible persons, as additional compensation, the opportunity to participate in the profitability of the Corporation by granting to such persons, options to buy shares of the Corporation at the market price prevailing on the date the option is granted.

Under the 2018 Option Plan, options will be exercisable over periods of up to 10 years as determined by the Board and are required to have an exercise price no less than the closing market price of the Shares on the trading day immediately preceding the day on which the Corporation announces the grant of options (or, if the grant is not announced, the date specified in an Option Agreement as the date on which the option is granted), less the applicable discount, if any, permitted by the policies of the CSE and approved by the Board. Pursuant to the 2018 Option Plan, the Board may from time to time authorize the issue of options to directors, senior officers, employees and consultants of the Corporation and its subsidiaries or employees of companies providing management or consulting services to the Corporation or its subsidiaries. The maximum number of Shares which may be issued pursuant to options previously granted and those granted under the 2018 Option Plan or any other stock option plan of the Corporation will be 15% of the issued and outstanding Shares at the time of the grant. In addition, the number of Shares which may be reserved for issuance to any one individual may not exceed (without the requisite disinterested shareholder approval) 5% of the issued Shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant. The 2018 Option Plan permits the Board to specify a vesting schedule in its discretion, subject to the CSE's minimum vesting requirements, if any. Unless otherwise specified by the Board at the time of granting an option, and subject to the other limits on option grants set out in the 2018 Option Plan, all options granted under the 2018 Option Plan shall vest and become exercisable in full upon grant, except options granted to consultants performing investor relations activities, which options must vest in stages over twelve months with no more than one-quarter of the options vesting in any three month period.

The 2018 Option Plan provides that if a change of control (as defined in the 2018 Option Plan) occurs, or if the Corporation is subject to a take-over bid, all Shares issuable subject to options held shall immediately become vested and may thereupon be exercised in whole or in part by the option holder. The Board may also accelerate the expiry date of outstanding options in connection with a take-over bid.

The 2018 Option Plan contains a cashless exercise feature whereby the exercise price of options may, at a participant's election, be advanced by an independent brokerage firm. The advance is deducted from the proceeds of sale of the Shares issued on exercise, and the remaining proceeds are paid to the participant.

The 2018 Option Plan contains adjustment provisions with respect to outstanding options in cases of share reorganizations, special distributions and other corporate reorganizations, including an arrangement or other transaction under which the business or assets of the Corporation become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Corporation's shareholders, or the exchange with the Corporation's shareholders, of securities of the Corporation or securities of another company.

The 2018 Option Plan provides that on the death or disability of an option holder, all vested options will expire at the earlier of 365 days after the date of death or disability and the expiry date of such options. Where an optionee is terminated for cause, any outstanding options (whether vested or unvested) are cancelled as of the date of termination. If an optionee retires or voluntarily resigns or is otherwise terminated by the Corporation other than for cause, then all vested options held by such optionee will expire at the earlier of (i) the expiry date of such options and (ii) the date which is 90 days (30 days if the optionee was engaged in investor relations activities) after the optionee ceases its office, employment or engagement with the Corporation.

The 2018 Option Plan contains a provision that if, pursuant to the operation of an adjustment provision of the 2018 Option Plan, an optionee receives options (the "New Options") to purchase securities of another company (the "New Company") in respect of the optionee's options under the 2018 Option Plan (the "Subject Options"), the New Options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the optionee does not become an eligible person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the 2018 Option Plan relating to expiration of options in cases of death, disability or termination of employment discussed in the preceding paragraph above (the "Termination Provisions"); (iii) if the optionee becomes an eligible person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to the Termination Provisions; and (iv) the date that is one (1) year after the optionee ceases to be an eligible person in respect of the New Company or such shorter period as determined by the Board.

All outstanding options of the Corporation are governed by the 2018 Option Plan, including those issued prior to the implementation of the Stock Option Plan; however, any vesting schedule imposed by the Corporation's previous stock option plan or stock option agreements in respect of any options issued prior to the implementation of the 2018 Option Plan will remain in full force and effect.

CannAmerica Brands Corp.

- 4 -

Statement of Executive Compensation Fiscal Y/E 2021

In accordance with good corporate governance practices and as recommended by National Policy 51-201 - Disclosure Standards, the Corporation imposes black-out periods restricting the trading of its securities by directors, officers, employees and consultants during periods surrounding the release of annual and interim financial statements and at other times when deemed necessary by management and the Board. To ensure that holders of outstanding options are not prejudiced by the imposition of such black-out periods, the 2018 Option Plan contains a provision to the effect that any outstanding options with an expiry date occurring during a management imposed black-out period or within five trading days thereafter will be automatically extended to a date that is 10 trading days following the end of the black-out period.

The 2018 Option Plan provides that other terms and conditions may be attached to a particular option at the discretion of the Board.

Employment, consulting and management agreements

The Corporation entered into to the following employment agreements which were in effect as at March 31, 2021.

Mr. Dan Anglin entered into an employment agreement with the Corporation dated May 30, 2018 which outlines the terms and conditions under which Mr. Anglin provides services to the Corporation as its CEO. Pursuant to the employment agreement, Mr. Anglin will be paid USD$150,000 per year. Mr. Anglin will be reimbursed by the Corporation for any reasonable expenses. Mr. Anglin's employment may be terminated at any time, with or without cause, by the Corporation. If the Corporation terminates the agreement without cause, the Corporation will pay Mr. Anglin $75,000 on the termination date. If, within 12 months following a change of control, Mr. Anglin's employment agreement is terminated by the Corporation or by notice from Mr. Anglin, Mr. Anglin will receive a payment of $75,000.

Mr. Paul Ciullo entered into an employment agreement with the Corporation dated February 27, 2019, which outlined the terms and conditions under which Mr. Ciullo provided services to the Corporation as its CFO. Pursuant to the employment agreement, Mr. Ciullo was paid a salary of USD$60,000 per year and was reimbursed by the Corporation for any reasonable expenses. Mr. Ciullo resigned as CFO of the Corporation effective July 8, 2021. As a result of his voluntary resignation, Mr. Ciullo was not entitled to receive, and the Corporation did not pay any termination payments to Mr. Ciullo. Mr. Ciullo provides consulting services at an hourly rate.

Ms. Diana Anglin has entered into an employment agreement with the Corporation dated November 11, 2019, which outlines the terms and conditions under which Ms. Anglin provides services to the Corporation as its COO. Pursuant to the employment agreement, Ms. Anglin will be paid a salary of USD$113,000 per year and will be reimbursed by the Corporation for any reasonable expenses. Ms. Anglin's employment may be terminated at any time, with or without cause, by the Corporation. If the Corporation terminates the agreement without cause, the Corporation will pay Ms. Anglin any amounts unpaid and owing on the termination date.

Other than disclosed herein, the Corporation does not have any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Corporation or any of its subsidiaries that were performed by a director or a NEO or performed by any other party but are services typically provided to a director or a NEO.

Oversight and description of director and named executive officer compensation

The Corporation's compensation structure is designed to reward performance and to be competitive with the compensation arrangements of other Canadian companies of similar size and scope of operations. A number of factors are considered when determining NEO compensation including, the overall financial and operating performance of the Corporation, the NEO's individual performance and contribution to the benefit of the Corporation, the individual NEO's responsibilities and length of service, levels of compensation provided by industry competitors, and the long-term interests of the Corporation and its shareholders.

Role of the Compensation Committee

The Board established a Compensation Committee to assist the Board in fulfilling its responsibilities to the Corporation's human resources and compensation issues. The Compensation Committee is comprised of three (3) directors. The Compensation Committee evaluates the CEO's performance and establishes executive and senior officer compensation, determines the general compensation structure, policies and programs of the Corporation, including the extent and level of participation in incentive programs, and makes recommendations to the Board for its consideration and approval. The Compensation Committee has also been mandated to review the adequacy and form of the compensation of directors and to ensure that such compensation

CannAmerica Brands Corp.

- 5 -

Statement of Executive Compensation Fiscal Y/E 2021