{"url_path":"/sec/akan/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1888014/0001213900-26-066800-index.html","accession_number":"0001213900-26-066800","cik":"0001888014","ticker":"AKAN","issuer_name":"AKANDA CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1888014/0001213900-26-066800-index.html","primary_entity_key":"0001888014","primary_entity_name":"AKANDA CORP."},"word_count":8992,"has_tables":true,"body_markdown":"**ITEM 10. ADDITIONAL INFORMATION**\n\n** **\n\n**A.**\n**Share Capital**\n\n \n\nNot applicable.\n\n \n\n**B.**\n**Memorandum and Articles of Association**\n\n  \n\n**General**\n\n** **\n\nThe Company’s Articles\nof Incorporation, as amended by Articles of Amendment dated as of August 30, 2021, and as further amended by Articles of Amendment dated\nas of March 8, 2023, as of May 23, 2024, as of August 25, 2025, as of January 12, 2026, and as of April 13, 2026 (the “**Articles**”),\nprovide that our authorized capital consists of an unlimited number of Common Shares, an unlimited number of Class A Special Shares,\nan unlimited number of Class B Special Shares, and an unlimited number of preferred shares (the “**Preferred Shares**”),\nissuable in series.\n\n \n\nAs of June 8, 2026, the Company has approximately 540,841 Common Shares\nissued and outstanding and 244,814 Class B Special Shares issued and outstanding, and no Preferred Shares issued and outstanding.\n\n \n\n69\n\n \n\n \n\n**Rights, Preferences and Restrictions Attaching\nto Our Common Shares**\n\n \n\nThe Articles provide the\nfollowing rights, privileges, restrictions and conditions attaching to our Common Shares:\n\n \n\n \n●\nto vote at any meetings\nof shareholders, except meetings at which only holders of a specified class of shares other than the Common Shares are entitled to\nvote;\n\n \n\n \n●\nsubject to the prior rights\nof the holders of the Preferred Shares, to share equally in the remaining assets of our Company on liquidation, dissolution or winding-up\nof our Company; and\n\n \n\n \n●\nsubject to the prior rights\nof the holders of the Preferred Shares, the Common Shares are entitled to receive dividends if, as, and when declared by the Board\nof Directors.\n\n \n\nThe holders of Common Shares\nare entitled to receive notice of and to attend all annual and special meetings of our shareholders and to one vote in respect of each\nCommon Share held at the record date for each such meeting, except a meeting of holders of a particular class of shares other than Common\nShares who are entitled to vote separately as a class at such meeting. Subject to the prior rights of the holders of the Preferred Shares,\nthe holders of Common Shares are entitled, at the discretion of our Board of Directors, to receive out of any or all of our profits or\nsurplus properly available for the payment of dividends, any dividend declared by our Board of Directors and payable by the Company on\nthe Common Shares. The holders of the Common Shares will participate in any distribution of the assets of the Company upon liquidation,\ndissolution or winding-up or other distribution of the assets of the Company, subject to the prior rights of the holder of the Preferred\nShares.\n\n \n\n**Pre-emptive Rights**\n\n \n\nOur Common Shares do not\ncontain any pre-emptive purchase rights to any of our securities.\n\n \n\n**Class A Special Shares**\n\n** **\n\nOn August 29, 2025, shareholders\nof the Company approved an amendment to the Company’s Articles to create a new class of special common shares without nominal or\npar value, designated as Class A Special Shares.\n\n \n\nThe holders of the Class\nA Special Shares shall be entitled to one vote for each Class A Special Shares held at all meetings of shareholders of the Corporation\nand shall vote as a single class with the Common Shares and the Class A Special Shares, other than meetings at which only the holders\nof another class or series of shares are entitled to vote separately as a class or series, provided that the holders of Class A Special\nShares may not cast a vote in respect of a resolution intended to allow the Corporation to issue Class B Special Shares pursuant to the\ntransactions contemplated in the SEA in accordance with applicable Nasdaq Listing Rules.\n\n \n\nSubject to the prior rights\nof any other class ranking senior to the Class B Special Shares and equal in rank to the Common Shares and Class B Special Shares, Common\nShares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the directors of the Corporation out\nof moneys of the Corporation properly applicable to the payment of dividends, such non-cumulative dividends as the directors may from\ntime to time declare.\n\n \n\nIn the event of any Liquidation\nDistribution, subject to the prior rights of the holders of the shares of any other class ranking senior to the Common Shares and equal\nin rank to the Common Shares and Class B Special Shares, the holders of the Class A Special Shares shall be entitled to receive all remaining\nproperty and assets of the Corporation.\n\n \n\nAs of June 8, 2026, all of the Class A Special Shares have converted\ninto Common Shares.\n\n \n\n**The Class B Special Shares**\n\n** **\n\nOn August 29, 2025, shareholders\nof the Company approved an amendment of the Articles to create a new class of special common shares without nominal or par value, designated\nas Class B Special Shares; provided that no Class B Special Shares may be issued until Akanda’s shareholders (other than the holders\nof the Class A Special Shares) and the Nasdaq Stock Market have approved the transactions contemplated pursuant to the SEA.\n\n \n\n70\n\n \n\n \n\nThe holders of the Class\nB Special Shares shall be entitled to one vote for each Class B Special Share held at all meetings of shareholders of the Corporation\nand shall vote as a single class with the Common Shares and the Class A Special Shares, other than meetings at which only the holders\nof another class or series of shares are entitled to vote separately as a class or series.\n\n \n\nSubject to the prior rights\nof any other class ranking senior to the Common Shares and equal in rank to the Class A Special Shares and Class B Special Shares, Common\nShares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the directors of the Corporation out\nof moneys of the Corporation properly applicable to the payment of dividends, such non-cumulative dividends as the directors may from\ntime to time declare.\n\n \n\nIn the event of any Liquidation\nDistribution, subject to the prior rights of the holders of the shares of any other class ranking senior to the Common Shares and equal\nin rank to the Class A Special Shares and Common Shares, the holders of the Class B Special Shares shall be entitled to receive all remaining\nproperty and assets of the Corporation.\n\n ** **\n\n**Shareholder Meetings**\n\n** **\n\nThe *Business Corporations\nAct (*Ontario*)*provides that: (i) a general meeting of shareholders shall be held at such place in or outside Ontario\nas the directors determine or, in the absence of such a determination, at the place where the registered office of our Company is located;\n(ii) directors must call an annual meeting of shareholders not later than 18 months after the date of incorporation and no\nlater than 15 months after the last preceding annual meeting; (iii) for the purpose of determining shareholders entitled to\nreceive notice of a meeting of or vote at meetings of shareholders, the directors may fix in advance a date as the record date for that\ndetermination, provided that such date shall not precede by more than 60 days or by less than 30 days, the date on which the\nmeeting is to be held; (iv) the holders of not less than 5% of the issued shares entitled to vote at a meeting may requisition the\ndirectors to call a meeting of shareholders for the purposes stated in the requisition; and (v) if for any reasons it impracticable\nto call a meeting of shareholders in the matter in which it may be called or to conduct the meeting in the matter prescribed by the by-laws,\nthe Articles or the *Business Corporations Act* (Ontario), or for any other reason the court thinks fit, the court, upon the application\nof a director or shareholder entitled to vote at the meeting, may order a meeting to be called, held and conducted in a manner that the\ncourt directs. The Company’s by-laws provide that a quorum is met when at least two persons are present in person and holding or\nrepresenting by proxy not less than 10% of the votes attached to all shares entitled to be voted at the meeting.\n\n \n\nThe holders of our Common\nShares are entitled to attend and vote at all meetings of the shareholders of the Company, except a meeting of holders of a particular\nclass of shares other than the Common Shares who are entitled to vote separately as a class at such meeting.\n\n \n\n**Fully Paid and Non-assessable**\n\n** **\n\nAll outstanding Common Shares\nare duly authorized, validly issued, fully paid and non-assessable.\n\n \n\n**Resale Restrictions**\n\n** **\n\nOur Articles do not impose\nrestrictions on the transfer of Common Shares by a shareholder.\n\n \n\n**Preferred Shares**\n\n** **\n\nThe Preferred Shares may\nat any time and from time to time be issued in one or more series. The Board of Directors will, by resolution, from time to time, before\nthe issue thereof, fix the designation, rights, privileges, restrictions and conditions attaching to the Preferred Shares of each series.\n\n \n\n**Transfer Agent and Registrar**\n\n \n\nThe transfer agent and registrar\nfor our Common Shares is Vstock Transfer, LLC.\n\n** **\n\n**Listing**\n\n** **\n\nOur Common Shares are listed\non The Nasdaq Capital Market under the symbol “AKAN”.\n\n \n\nOn May 20, 2026, we received a notification of non-compliance from\nthe Listing Qualifications Department of Nasdaq, notifying us that we are not in compliance with the periodic filing requirements for\ncontinued listing set forth in Nasdaq Listing Rule 5250(c)(1) as a result of our failure to file our Annual Report on Form 20-F for the\nfiscal year ended December 31, 2025 with the SEC by the required due date. We expect that we will again be in compliance with Nasdaq upon\nthe filing of this Annual Report on Form 20-F.\n\n \n\nThere is no established\ntrading market for the Company’s Class B Special Shares expected to be issued by the Company, all\nof which (subject to certain limited exceptions) vote with, or will vote with upon issuance, the Common Shares. We do not intend to list\nthe Class B Special Shares on Nasdaq or any other national securities exchange or any other nationally\nrecognized trading system.\n\n  \n\n71\n\n \n\n \n\n**C.**\n**Material Contracts**\n\n \n\nSee Item 6.B –\nCompensation and Item 7.B. – Related Party Transactions.\n\n \n\n**D.**\n**Exchange Controls**\n\n \n\nWe are not aware of any\ngovernmental laws, decrees, regulations or other legislation in Canada that restrict the export or import of capital, including the availability\nof cash and cash equivalents for use by our affiliated companies, or that affect the remittance of dividends, interest or other payments\nto non-resident holders of our securities. Any remittances of dividends to residents of the United States and to other non-resident holders\nare, however, subject to withholding tax. See Item 10.E. – “Taxation”.\n\n \n\n**E.**\n**Taxation**\n\n \n\n**Material Canadian Federal Income Tax Considerations**\n\n** **\n\nIn the opinion of Gowling\nWLG (Canada) LLP, Canadian counsel to the Company, the following summary describes the principal Canadian federal income tax considerations\npursuant to the *Income Tax Act*(Canada) and the regulations thereunder (the “**Tax Act**”) generally applicable\nto the acquisition, holding and disposition of the Common Shares by a holder who acquires, as beneficial owner, our Common Shares and\nwho, for purposes of the Tax Act and at all relevant times, holds the Common Shares as capital property, deals at arm’s length\nwith the Company and is not affiliated with the Company (a “**Holder**”). Generally, the Common Shares will be considered\nto be capital property to a Holder provided the Holder does not acquire or hold the Common Shares in the course of carrying on a business\nof trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in\nthe nature of trade.\n\n \n\nThis summary does not apply\nto a Holder (i) that is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax\nAct; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii), an interest in which would be,\nor for whom a Common Share would be, a “tax shelter investment” as defined in the Tax Act; (iv) that has made a functional\ncurrency reporting election under the Tax Act to report in a currency other than the Canadian currency; (v) that has or will enter\ninto a “derivative forward agreement”, a “synthetic disposition arrangement” or a “dividend rental arrangement”,\neach as defined under the Tax Act, with respect to the Common Shares. (vi) that carries on, or is deemed to carry on, an insurance\nbusiness in Canada or elsewhere. Such Holders should consult their own tax advisors with respect to an investment in the Common Shares.\n\n \n\nAdditional considerations,\nnot discussed herein, may be applicable to a Holder that is a corporation resident in Canada, and that is or becomes, or does not deal\nat arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction\nor event or series of transactions or events that includes the acquisition of the Common Shares, controlled by a non-resident person\nor group of non-resident persons not dealing with each other at arm’s length for purposes of the “foreign affiliate dumping”\nrules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to the possible application of\nthese rules.\n\n \n\nIn addition, this summary\ndoes not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition\nof the Common Shares.\n\n \n\nThis summary is based upon\nthe provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly announced\nby or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “**Proposed Amendments**”) and counsel’s\nunderstanding of the current administrative policies and assessing practices of the Canada Revenue Agency (“**CRA**”)\nmade publicly available prior to the date hereof. This summary assumes the Proposed Amendments will be enacted in the form proposed,\nhowever, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, if at all. This summary is not\nexhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account\nor anticipate any changes in law or the administrative policies or assessing practices of the CRA, whether by legislative, governmental\nor judicial action or decision, nor does it take into account provincial, territorial or foreign tax considerations, which may differ\nsignificantly from those discussed herein.\n\n \n\n72\n\n \n\n \n\nSubject to certain exceptions\nthat are not discussed in this summary, for the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition\nof Common Shares, including dividends, must be determined in Canadian dollars using the relevant exchange rate determined in accordance\nwith the Tax Act.\n\n \n\nThis summary is of a general\nnature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder or prospective\nholder of the Common Shares, and no representations with respect to the income tax consequences to any holder or prospective holder are\nmade. Consequently, holders and prospective holders of the Common Shares should consult their own tax advisors for advice with respect\nto the tax consequences to them of acquiring the Common Shares, having regard to their particular circumstances.\n\n \n\n**Holders Resident in Canada**\n\n** **\n\nThis portion of the summary\napplies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is or\nis deemed to be resident in Canada (a “**Resident Holder**”).\n\n \n\nCertain Resident Holders\nwho might not otherwise be considered to hold their Common Shares as capital property may, in certain circumstances, be entitled to have\nthe Common Shares, and all other “Canadian securities” (as defined in the Tax Act) owned by such Resident Holders in the\ntaxation year of the election and any subsequent taxation year, treated as capital property by making the irrevocable election permitted\nby subsection 39(4) of the Tax Act. Resident Holders should consult their own tax advisors regarding the availability or advisability\nof this election.\n\n** **\n\n**Dividends on the Common Shares**\n\n \n\nDividends received or deemed\nto be received on the Common Shares by a Resident Holder who is an individual (other than certain trusts) will generally be included\nin the individual’s income and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received\nfrom taxable Canadian corporations, including the enhanced dividend tax credit rules applicable to any dividends designated by the Company\nas “eligible dividends” in accordance with the Tax Act. There may be limitations on the ability of the Company to designate\ndividends as “eligible dividends.”\n\n \n\nIn the case of a Resident\nHolder that is a corporation, the amount of any such taxable dividend that is included in its income for a taxation year will generally\nalso be deductible in computing its taxable income for that taxation year. In certain circumstances, a dividend received or deemed to\nbe received by a Resident Holder that is a corporation may be deemed to be proceeds of disposition or a capital gain pursuant to subsection\n55(2) of the Tax Act. Resident Holders that are corporations should consult their own tax advisors having regard to their own particular\ncircumstances.\n\n \n\nA Resident Holder that is\na “private corporation” or a “subject corporation”, each as defined in the Tax Act will generally be liable to\npay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Common Shares to the extent\nsuch dividends are deductible in computing its taxable income for the taxation year. Such additional tax may be refundable in certain\ncircumstances.\n\n** **\n\n**Dispositions of Common Shares**\n\n \n\nUpon a disposition (or a\ndeemed disposition) of a Common Share, a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount,\nif any, by which the proceeds of disposition of such Common Share, net of any reasonable costs of disposition, are greater (or are less)\nthan the adjusted cost base of such Common Share to the Resident Holder.\n\n \n\nThe adjusted cost base to\na Resident Holder of Common Shares acquired hereunder will be determined by averaging the cost of such Common Shares to the Resident\nHolder with the adjusted cost base of all other Common Shares, if any, held by the Resident Holder as capital property immediately before\nthe acquisition.\n\n \n\n73\n\n \n\n \n\n**Taxation of Capital Gains and Capital Losses**\n\n \n\nGenerally, two-thirds of\nany capital gain (a “**taxable capital gain**”) realized by a Resident Holder in a taxation year must be included in the\nResident Holder’s income for the year and two-thirds of any capital loss (an “**allowable capital loss**”) realized\nby a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable\ncapital losses in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the\nthree preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized\nin such years, to the extent and under the circumstances described in the Tax Act.\n\n \n\nThe amount of any capital\nloss realized by a Resident Holder that is a corporation on the disposition of a Common Share may be reduced by the amount of dividends\nreceived or deemed to be received by it on such Common Share, to the extent and under the circumstances described in the Tax Act. Similar\nrules may apply where a Common Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary.\nResident Holders to whom these rules may be relevant should consult their own tax advisors.\n\n** **\n\n**Aggregate Investment Income**\n\n \n\nA Resident Holder that is,\nthroughout the relevant taxation year, a “Canadian-controlled private corporation”, as defined in the Tax Act, may be liable\nto pay a refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include an amount in respect\nof taxable capital gains and dividends or deemed dividends that are not deductible in computing such corporation’s income. Pursuant\nto Proposed Amendments released on April 7, 2022 in a Notice of Ways and Means Motion (the “**Notice**”) released with\nthe federal budget, it is proposed that the refundable tax on investment income will also apply to corporations that are “substantive\nCCPCs” as defined in the Notice.\n\n** **\n\n**Alternative Minimum Tax**\n\n \n\nCapital gains realized and\ndividends received or deemed to be received by an individual (including certain trusts) may give rise to liability for alternative minimum\ntax as calculated under the detailed rules set out in the Tax Act. Resident Holders who are individuals should consult their own tax\nadvisors in this regard.\n\n** **\n\n**Holders Not Resident in Canada**\n\n \n\nThis portion of the summary\napplies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention (i) is\nneither resident nor deemed to be resident in Canada, and (ii) does not, and is not deemed to, use or hold the Common Shares in a business\ncarried on in Canada (a “**Non-Resident Holder**”). In addition, this portion of the summary does not apply to an insurer\nwho carries on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act)\nand such Non-Resident Holders should consult their own tax advisors.\n\n** **\n\n**Dividends on the Common Shares**\n\n \n\nAny dividends paid or credited,\nor deemed to be paid or credited, on the Common Shares, as the case may be, to a Non-Resident Holder will generally be subject to Canadian\nwithholding tax at the rate of 25% of the gross amount of the dividend, subject to any reduction in the rate of withholding to which\nthat Non-Resident Holder may be entitled under an applicable income tax treaty or convention. For instance, where the Non-Resident Holder\nis a resident of the United States that is entitled to applicable benefits under the Canada-United States Income Tax Convention\n(1980), as amended, and is the beneficial owner of the dividends, the rate of Canadian withholding tax applicable to dividends is generally\nreduced to 15%. The rate of withholding tax is generally further reduced to 5% if the beneficial owner of such dividend is a company\nthat owns, directly or indirectly, at least 10% of the voting stock of the Company. Non-Resident Holders should consult their own tax\nadvisors to determine their entitlement to relief under an applicable income tax treaty or convention.\n\n** **\n\n74\n\n \n\n \n\n**Disposition of the Common Shares**\n\n \n\nA Non-Resident Holder will\nnot be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of a Common\nShare unless such share constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at\nthe time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.\n\n \n\nGenerally, the Common Shares\nwill not constitute “taxable Canadian property” of a Non-Resident Holder at any particular time provided that the Common\nShares are then listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the Nasdaq),\nunless at any time during the 60-month period immediately preceding such time: (i) at least 25% or more of the issued shares of\nany class or series of the capital stock of the Company were owned by or belonged to any combination of (x) the Non-Resident Holder,\n(y) persons with whom the Non-Resident Holder did not deal at arm’s length (for the purposes of the Tax Act), and (z) partnerships\nin which the Non-Resident Holder or a person described in (y) holds a membership interest directly or indirectly through one or\nmore partnerships; and (ii) more than 50% of the fair market value of such shares was derived directly or indirectly from one, or\nany combination of, real or immovable property situated in Canada, Canadian resource property (as defined in the Tax Act), timber resource\nproperty (as defined in the Tax Act) or options in respect of, interests in or for civil law rights in, any such property (whether or\nnot such property exists). Notwithstanding the foregoing, the Common Shares may also be deemed to be “taxable Canadian property”\nin certain circumstances.\n\n \n\nIn cases where a Non-Resident\nHolder disposes (or is deemed to have disposed) of a Common Share that is “taxable Canadian property” to that Non-Resident\nHolder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention, the consequences\ndescribed above under the headings “Holders Resident in Canada — Dispositions of Common Shares” and “Taxation\nof Capital Gains and Capital Losses” will generally be applicable to such disposition. Non-Resident Holders for whom a Common Share\nis, or may be, “taxable Canadian property” should consult their own tax advisors.\n\n \n\n**Material U.S. Federal Income Tax Considerations**\n\n \n\nThe following discussion\nis a general summary of certain material U.S. federal income tax considerations with respect to the ownership and disposition of shares\nof our Common Shares. This summary is based on current U.S. federal income tax laws (including provisions of the U.S. Internal Revenue\nCode of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder and administrative rulings and court\ndecisions, all in effect as of the date hereof), all of which are subject to change at any time, possibly with retroactive effect.\n\n \n\nFor purposes of this discussion,\nthe term “U.S. Holder” means a beneficial owner of one or more of our Common Shares that is for U.S. federal income tax purposes\none of the following:\n\n \n\n \n●\nan individual citizen or\nresident of the United States, including individuals treated as residents of the United States solely for tax purposes;\n\n \n\n \n●\na corporation created or\norganized in or under the laws of the United States or any political subdivision thereof;\n\n \n\n \n●\nan estate the income of\nwhich is subject to U.S. federal income taxation regardless of its source, or;\n\n \n\n \n●\na trust if (1) a court\nwithin the United States can exercise primary supervision over it, and one or more United States persons have the authority to control\nall substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations\nto be treated as a United States person.\n\n** **\n\n75\n\n \n\n \n\nThis discussion applies\nonly to a U.S. Holder that holds Common Shares as “capital assets” within the meaning of Section 1221 of the Code (generally,\nproperty held for investment). Unless otherwise provided, this summary does not discuss reporting requirements. In addition, this discussion\ndoes not address any tax consequences other than U.S. federal income tax consequences, such as U.S. state and local tax consequences,\nU.S. estate and gift tax consequences, and non-U.S. tax consequences, and does not describe all of the U.S. federal income tax consequences\nthat may be relevant in light of a U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the\nnet investment income tax, and tax consequences to holders that are subject to special provisions under the Code, including, but not\nlimited to, holders that:\n\n \n\n \n●\nare tax exempt organizations,\nqualified retirement plans, individual retirement accounts, or other tax deferred accounts;\n\n \n\n \n●\nare financial institutions,\nunderwriters, insurance companies, real estate investment trusts, or regulated investment companies;\n\n \n\n \n●\nare brokers or dealers\nin securities or currencies or holders that are traders in securities that elect to apply a mark-to-market accounting method;\n\n \n\n \n●\nhave a “functional\ncurrency” for U.S. federal income tax purposes that is not the U.S. dollar;\n\n \n\n \n●\nown Common Shares as part\nof a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position;\n\n \n\n \n●\nacquire Common Shares in\nconnection with the exercise of employee stock options or otherwise as compensation for services;\n\n \n\n \n●\nare partnerships or other\npass-through entities for U.S. federal income tax purposes (or investors in such partnerships and entities);\n\n \n\n \n●\nare required to accelerate\nthe recognition of any item of gross income with respect to the Common Shares as a result of such income being recognized on an applicable\nfinancial statement;\n\n \n\n \n●\nown or will own (directly,\nindirectly, or constructively) 10% or more of our total combined voting power or value;\n\n \n\n \n●\nare controlled foreign\ncorporations;\n\n \n\n \n●\nare passive foreign investment\ncompanies;\n\n \n\n \n●\nhold the Common Shares\nin connection with trade or business conducted outside of the United States or in connection with a permanent establishment or other\nfixed place of business outside of the United States; or\n\n \n\n \n●\nare former U.S. citizens\nor former long-term residents of the United States.\n\n \n\nIf an entity or arrangement\ntreated as a partnership for U.S. federal income tax purposes holds shares of our securities, the tax treatment of a person treated as\na partner for U.S. federal income tax purposes generally will depend on the status of the partner and the activities of the partnership.\nPersons that for U.S. federal income tax purposes are treated as a partner in a partnership holding shares of our securities should consult\ntheir tax advisors.\n\n** **\n\nWe have not sought, and\ndo not expect to seek, a ruling from the United States Internal Revenue Service (the “**IRS**”), as to any United\nStates federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be\nupheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions\nwill not adversely affect the accuracy of the statements in this discussion.\n\n \n\nExcept as otherwise noted,\nthis summary assumes that the Company (nor any of its subsidiaries) is not a passive foreign investment company (a “**PFIC**”)\nfor U.S. federal income tax purposes. A non-U.S. entity’s possible status as a PFIC must be determined annually and therefore may\nbe subject to change. If the Company (or any of its subsidiaries) were to be a PFIC in any year, materially adverse consequences\ncould result for U.S. Holders for that year and subsequent years.\n\n** **\n\nAll prospective investors\nshould consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income and other tax considerations of\nacquiring, holding and disposing of the Common Shares.\n\n** **\n\n76\n\n \n\n \n\n**WE RECOMMEND THAT PROSPECTIVE\nHOLDERS OF OUR COMMON SHARES CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT\nOF ANY FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES.**\n\n** **\n\n**U.S. Holders**\n\n** **\n\n**Taxation of Distributions to U.S. Holders**\n\n \n\nSubject to the PFIC\nrules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with such U.S.\nHolder’s method of accounting for United States federal income tax purposes, as dividends the amount of any distribution of\ncash or other property (other than certain distributions of the Company’s shares or rights to acquire the Company’s\nshares) paid on the Company’s Common Shares to the extent the distribution is paid out of the Company’s current or\naccumulated earnings and profits (as determined under United States federal income tax principles). Distributions in excess of such\nearnings and profits generally will be applied against and reduce the U.S. Holder’s tax basis in its Common Shares (but not\nbelow zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Common Shares (the\ntreatment of which is described under “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common\nShares to U.S. Holders” below). Because we do not intend to determine our earnings and profits on the basis of U.S. federal\nincome tax principles, we expect that distributions, if issued, will generally be reported to U.S. Holders as dividends.\n\n \n\nDividends paid by us will\nbe taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed\nto domestic corporations in respect of dividends received from other domestic corporations. With respect to individuals and other non-corporate\nU.S. Holders, dividends generally will be taxed at the lower applicable long-term capital gains rate (see **“— **Gain\nor Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Shares to U.S. Holders” below) applicable to “qualified\ndividend income,” provided that certain conditions are satisfied, including that (1) our Common Shares on which the dividends\nare paid are readily tradable on an established securities market in the United States or the Company is eligible for the benefits of\nthe U.S.-Canada income tax treaty (the “Treaty”), (2) we are not a PFIC (nor treated as such with respect to a U.S.\nHolder) at the time the dividend was paid or in the previous year, and (3) certain other requirements are met. U.S. Holders\nshould consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to our Common Shares.\n\n \n\nFor U.S. foreign tax credit\npurposes, dividends paid on our Common Shares generally will be treated as foreign source income and generally will constitute passive\ncategory income. The amount of a dividend will include any amounts withheld by us in respect of Canadian income taxes. Subject to applicable\nlimitations, some of which vary depending upon the U.S. Holder’s particular circumstances, Canadian income taxes withheld from\ndividends on the Common Shares, at a rate not exceeding any reduced rate pursuant to the Treaty, will be creditable against the U.S.\nHolder’s U.S. federal income tax liability. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct\nforeign taxes, including any Canadian income taxes, in computing their taxable income, subject to generally applicable limitations under\nU.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in\nthe taxable year. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding\nthe creditability or deductibility of foreign taxes in their particular circumstances.\n\n \n\nThe amount of any dividend\npaid in Canadian dollars will equal the U.S. dollar value of the Canadian dollars received, calculated by reference to the exchange rate\nin effect on the date the dividend is received by you, in the case of Common Shares, regardless of whether the Canadian dollars are converted\ninto U.S. dollars. If the Canadian dollars received as a dividend are converted into U.S. dollars on the date of receipt, a U.S. Holder\ngenerally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Canadian dollars\nreceived as a dividend are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars\nequal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of\nthe Canadian dollar will be treated as U.S. source ordinary income or loss.\n\n** **\n\n77\n\n \n\n \n\n**Gain or Loss on Sale, Taxable Exchange\nor Other Taxable Disposition of Common Shares to U.S. Holders**\n\n \n\nSubject to the PFIC rules discussed\nbelow, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of our Common Shares. The\namount of gain or loss recognized by a U.S. Holder on a sale or other taxable disposition generally will be equal to the difference between\n(i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S.\nHolder’s adjusted tax basis in its Common Shares so disposed of. A U.S. Holder’s adjusted tax basis in its Common Shares\ngenerally will equal the U.S. Holder’s acquisition cost reduced by any prior distributions treated as a return of capital.\n\n \n\nAny capital gain or loss\nrecognized generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Common Shares exceeds\none year. Long-term capital gain realized by a non-corporate U.S. Holder may be taxed at rates of taxation lower than the rates\napplicable to ordinary income and short-term capital gains, while short-term capital gains are subject to U.S. federal income tax at\nthe rates applicable to ordinary income. The deductibility of capital losses is subject to various limitations.\n\n \n\nAny gain or loss recognized\nby a U.S. Holder will generally be U.S. source gain or loss for foreign tax credit purposes. Consequently, a U.S. Holder may not be able\nto use the foreign tax credit arising from any non-U.S. tax imposed on the disposition of the Common Shares unless such credit can be\napplied (subject to applicable limitations) against tax due on other income treated as derived from non-U.S. sources.\n\n** **\n\n**Passive Foreign Investment Company\nRules**\n\n \n\nA non-U.S. corporation will\nbe classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross income in a taxable year,\nincluding its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value,\nis passive income (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged\nquarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least\n25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other\nthings, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business)\nand gains from the disposition of assets giving rise to passive income.\n\n \n\nAlthough our PFIC status\nis determined annually, an initial determination that our Company is a PFIC generally will apply for subsequent years to a U.S.\nHolder who held Company Shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years.\nIf we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder\nof our Common Shares and the U.S. Holder did not make either a timely mark-to-market election or a qualified electing fund (“**QEF**”)\nelection for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Common Shares, as described\nbelow, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder\non the sale or other disposition of its Common Shares (which may include gain realized by reason of transfers of Common Shares that would\notherwise qualify as nonrecognition transactions for United States federal income tax purposes) and (ii) any “excess distribution”\nmade to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater\nthan 125% of the average annual distributions received by such U.S. Holder in respect of the Common Shares during the three preceding\ntaxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Common Shares). Under these special\ntax rules:\n\n \n\n \n●\nthe U.S. Holder’s\ngain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Common Shares;\n\n \n\n \n●\nthe amount allocated to\nthe U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the\nperiod in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed\nas ordinary income;\n\n \n\n \n●\nthe amount allocated to\nother taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax\nrate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and\nloss for such year; and\n\n \n\n \n●\nan additional amount equal\nto the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable\nto each such other taxable year of the U.S. Holder.\n\n \n\n78\n\n \n\n \n\nIn general, if we are determined\nto be a PFIC, a U.S. Holder may be able to avoid application of the PFIC tax consequences described above in respect to our Common Shares\nby making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as\nlong-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed,\nin the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate\nelection to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be\nsubject to an interest charge. There is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the\nrequired information to be provided. We, therefore, have not determined whether, if we were to be classified as a PFIC for a taxable year,\nwe will provide information necessary for a U.S. Holder to make a QEF election which, if available, would result in tax treatment different\nfrom (and generally less adverse than) the general tax treatment for PFICs. Accordingly, U.S. Holders should assume that they will not\nbe able to make a QEF election with respect to the Common Shares.\n\n \n\nAlternatively, if a U.S.\nHolder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a\nmark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election\nfor the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Common Shares in the Company and for\nwhich we are determined to be a PFIC, such U.S. Holder generally will not be subject to the PFIC rules described above in respect\nto its Common Shares. Instead, in general, the U.S. Holder will include as ordinary income in each taxable year the excess, if any,\nof the fair market value of Common Shares at the end of its taxable year over its adjusted basis in its Common Shares. These amounts\nof ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains.\nThe U.S. Holder also generally will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis in its Common\nShares over the fair market value of its Common Shares at the end of its taxable year (but only to the extent of the net amount\nof previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Common Shares will be\nadjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Common\nShares will be treated as ordinary income.\n\n \n\nThe mark-to-market election\nis available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange\nCommission or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents\na legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the\nelection was made and for all subsequent taxable years unless the Common Shares ceased to qualify as “marketable stock”\nfor purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders are urged to consult their own\ntax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our Common Shares under their\nparticular circumstances.\n\n \n\nIf we are or become a PFIC\nand, at any time, have a non-U.S. subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of\nthe shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we\nreceive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed\nto have disposed of an interest in the lower-tier PFIC. There can be no assurance that we will have timely knowledge of the status of\nany such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance\nwe will be able to cause the lower- tier PFIC to provide such required information. A mark-to-market election generally would not be\navailable with respect to such lower-tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised\nby lower-tier PFICs.\n\n \n\nA U.S. Holder that owns\n(or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621, or any\nsuccessor form, (whether or not a QEF or mark-to- market election is made) and such other information as may be required by the U.S.\nTreasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished\nto the IRS (potentially including with respect to items that do not relate to a U.S. Holder’s investment in Common Shares).\n\n \n\nThe rules dealing with\nPFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described\nabove. Accordingly, U.S. Holders of our Common Shares should consult their own tax advisors concerning the application of the PFIC rules to\nour Common Shares under their particular circumstances.\n\n** **\n\n79\n\n \n\n \n\n**Information Reporting and Backup Withholding**\n\n \n\nPayments of dividends or\nsales proceeds that are made within the United States or through certain U.S.- related financial intermediaries may be subject to information\nreporting and backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient, or (ii) in the case\nof backup withholding, the U.S. Holder provides a correct U.S. taxpayer identification number and certifies that it is not subject to\nbackup withholding.\n\n \n\nBackup withholding is not\nan additional tax. Any amounts withheld under the U.S. backup withholding rules will be allowed as a credit against a U.S. Holder’s\nU.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely\nmanner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules in\ntheir particular circumstances and the availability of and procedures for obtaining an exemption from backup withholding.\n\n** **\n\n**Reporting Obligations for Certain Owners\nof Foreign Financial Assets**\n\n \n\nCertain U.S. Holders may\nbe required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property\n(including cash) to the Company. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement, and\nthe period of limitations on assessment and collection of United States federal income taxes will be extended in the event of a failure\nto comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect\nto such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified\nForeign Financial Assets), subject to certain exceptions. Specified foreign financial assets generally include any financial account\nmaintained with a non-U.S. financial institution and should also include the Common Shares if they are not held in an account maintained\nwith a U.S. financial institution. Persons who are required to report specified foreign financial assets and fail to do so may be subject\nto substantial penalties, and the period of limitations on assessment and collection of United States federal income taxes may be extended\nin the event of a failure to comply. Potential investors are urged to consult their tax advisors regarding the foreign financial asset\nand other reporting obligations and their application to an investment in our Common Shares.\n\n \n\nThe discussion of reporting\nobligations set forth above is not intended to constitute an exhaustive description of all reporting obligations that may apply to a\nU.S. Holder. A failure to satisfy certain reporting obligations may result in an extension of the period during which the IRS can assess\na tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting\nobligation. Penalties for failure to comply with these reporting obligations are substantial. U.S. Holders should consult with their\nown tax advisors regarding their reporting obligations under these rules, including the requirement to file an IRS Form 8938.\n\n** **\n\n**Non-U.S. Holders**\n\n \n\nThis section applies to\nyou if you are a “Non-U.S. Holder.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of the Company’s\nCommon Shares that is for United States federal income tax purposes not a U.S. Holder, as defined above.\n\n** **\n\n**Taxation of Distributions to Non-U.S. Holders**\n\n \n\nA Non-U.S. Holder of our\nCommon Shares will generally not be subject to U.S. federal income or withholding tax on dividends received on our Common Shares unless\nsuch income is effectively connected with the conduct by the holder of a U.S. trade or business.\n\n \n\nAny distribution not constituting\na dividend will be treated as first reducing the adjusted basis in the Non-U.S. Holder’s shares of our Common Shares and, to the\nextent it exceeds the adjusted basis in the Non-U.S. Holder’s shares of our Common Shares, as gain from the sale or exchange of\nsuch shares. Any such gain will be subject to the treatment described below under “— Gain on Sale or Other Disposition of\nour Common Shares to Non-U.S. Holders”.\n\n** **\n\n**Gain or Loss on Sale, Taxable Exchange\nor Other Taxable Disposition of Common Shares to Non-U.S. Holders**\n\n \n\nA Non-U.S. Holder of our\nCommon Shares will not be subject to U.S. federal income or withholding tax on gain realized on the sale or other taxable disposition\nof our Common Shares of Common Shares, unless: such gain is effectively connected with the conduct by the holder of a U.S. trade or business;\nor in the case of gain realized by an individual holder, the holder is present in the United States for 183 days or more in the\ntaxable year of the sale and certain other conditions are met or the Non-U.S. Holder is deemed to be a U.S. taxpayer by the IRS.\n\n \n\n80\n\n \n\n \n\n**F.**\n**Dividends and Paying Agents**\n\n \n\nNot applicable.\n\n \n\n**G.**\n**Statement by Experts**\n\n \n\nNot applicable.\n\n \n\n**H.**\n**Documents on Display**\n\n \n\nWe are subject to the reporting\nrequirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, as applicable to “foreign private issuers”\nas defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange\nAct. Accordingly, our proxy solicitations are not subject to the disclosure and procedural requirements of regulation 14A under the Exchange\nAct, transactions in our equity securities by our officers and directors are exempt from reporting and the “short-swing”\nprofit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act\nto file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under\nthe Exchange Act. However, we file with the U.S. Securities and Exchange Commission an Annual Report on Form 20-F containing financial\nstatements that have been examined and reported on, with and opinion expressed by an independent registered public accounting firm, and\nwe submit reports to the U.S. Securities and Exchange Commission on Form 6-K containing (among other things) press releases and\nunaudited financial information for the first six months of each fiscal year. We post our Annual Report on Form 20-F on\nour website promptly following the filing of our Annual Report with the U.S. Securities and Exchange Commission. The information on our\nwebsite is not incorporated by reference into this Annual Report.\n\n \n\nThis document and the exhibits\nthereto and any other document we file pursuant to the Exchange Act may be inspected without charge and copied at prescribed rates at\nthe U.S. Securities and Exchange Commission public reference room at 100 F Street, N.E., Room 1580, Washington D.C. 20549. You may\nobtain information on the operation of the Securities and Exchange Commission’s public reference room in Washington, D.C. by calling\nthe U.S. Securities and Exchange Commission at 1-800-SEC-0330.\n\n \n\nThe U.S. Securities and\nExchange Commission maintains a website at www.sec.gov that contains reports, proxy and information statements and other information\nregarding registrants that make electronic filings with the U.S. Securities and Exchange Commission using its EDGAR (Electronic Data\nGathering, Analysis, and Retrieval) system.\n\n \n\nThe documents concerning\nour company which are referred to in this document may also be inspected at our office located at c/o Gowling WLG (Canada) LLP, 100 King\nSt. W, Suite 1600, Toronto, ON M5X 1G5, Canada.\n\n** **\n\n**I.**\n**Subsidiary information**\n\n \n\nWe currently have the following\nsignificant subsidiaries:\n\n  \n\n \n●\nCannahealth Limited\n\n \n\n \n●\nHoligen Holdings Limited\n\n \n\n \n●\nBophelo Holdings Limited\n\n \n\n \n●\nBophelo Bio Science and\nWellness (Pty) Limited*\n\n \n\n \n●\n1371011 BC Limited\n\n \n\n \n●\n1468243 BC Limited\n\n \n\n \n●\nFirst Towers & Fibers\nCorporation\n\n \n\n \n●\nCanadian Towers & Fiber\nOptics S.A. de C.V.\n\n \n\n \n●\nCanadian Towers S.A. de\nC.V.\n\n \n\n*\nBophelo Bio Science and\nWellness (Pty) Ltd. is in the process of being liquidated.\n\n  \n\n**J.**\n**Annual report to security holders**\n\n \n\nNot Applicable.\n\n \n\n81"}