UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number 000-56470
Field Trip Health & Wellness Ltd.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name)
30 Duncan Street, Suite 401
Toronto, ON, Canada M5V 2C3
1-833-222-0084
(Address and telephone number of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒           Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit
99.1

 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Field Trip Health & Wellness Ltd.
Date: August 15, 2022 By:
/s/ Donna Wong
Name: Donna Wong
Title: Chief Financial Officer


tm2222682-1_6k_DIV_21-ex99-1 - none - 39.2032181s
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 Exhibit 99.1
No securities regulatory authority or the TSX Venture Exchange has expressed an opinion about the securities which are the subject of this application.
[MISSING IMAGE: lg_fieldtripnew-4c.jpg]
FIELD TRIP HEALTH & WELLNESS LTD.
LISTING APPLICATION
As of August 11, 2022
Application for the listing of the common shares of Field Trip Health & Wellness Ltd.
on the TSX Venture Exchange

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Item 2A:   Table of Contents and Glossary
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Glossary of Terms
The following capitalized words and terms shall have the following meanings:
Agency Agreement
The agency agreement dated June 29, 2022 among Field Trip, Reunion and the Agent entered into in connection with the Subscription Receipt Offering.
Agents
Collectively, the Lead Agent and Stifel Nicolaus Canada Inc.
Agents’ Expenses
Has the meaning ascribed in “Item 6 — Financings”.
Agents’ Fee
Has the meaning ascribed in “Item 6 — Financings”.
AKS
Has the meaning ascribed in “Item 21 — Risk Factors — Failure to Comply with Applicable Federal and State Anti-Kickback Laws”.
Arrangement
Reorganization”). The Reorganization will be effected pursuant to a plan of arrangement under Section 192 of the CBCA (the “Plan of Arrangement”) Has the meaning ascribed in Item 3 — Summary — Description of the Business
Arrangement Agreement
The amended and restated arrangement agreement dated as of May 18, 2022 between Reunion and Field Trip.
Audit Committee
The audit committee of Field Trip, as defined by NI 52-110.
Awards
Collectively, the PSUs, RSUs and Field Trip Options issuable under the Field Trip Incentive Plan.
Blackout Extension Date
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Black-out Periods”.
Cashless Exercise
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Stock Options”.
CBCA
Canada Business Corporations Act, R.S.C, 1985, c. C-44, as amended.
CDSA
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Canada and the U.S.”.
Clinics
Has the meaning ascribed in “Item 5 — Description of the Business”.
Clinics Business
The business of operating health centres for ketamine-enhanced psychotherapy, psychedelic-enhanced psychotherapy and psychedelic-integration psychotherapy, and psilocybin-truffle enhanced therapy, where applicable, together with certain digital assets and intellectual property necessary to conduct such business and the Jamaica plant-based research division acquired by Field Trip in connection with the Arrangement.
Compensation Committee
Has the meaning ascribed in “Item 17 — Executive Compensation”.
Concurrent Financing
Collectively, the Share Offering and the Subscription Receipt Offering.
Consolidation
The consolidation of the Reunion Shares on the basis of 1 post-consolidation Reunion Share for every five (5) pre-consolidation Reunion Shares.
Court
The Ontario Superior Court of Justice (Commercial List).
CPOM
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Field Trip Health Clinic Operations”.
CSA
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Canada and the U.S.”.
DEA
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Canada and the U.S.”.
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DEA License
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Canada and the U.S.”.
Dividend Share Units
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Dividend Equivalents”.
Effective Date
August 11, 2022, being the date on which the Arrangement became effective in accordance with the Final Order.
Eligible Participants
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Eligibility”.
Escrow Release Conditions
Has the meaning ascribed in “Item 6 — Financings”.
Escrow Release Date
The date the Escrowed Funds are released to Field Trip upon the satisfaction or waiver of the Escrow Release Conditions.
Escrowed Funds
Has the meaning ascribed in “Item 6 — Financings”.
Escrowed Proceeds
Has the meaning ascribed in “Item 6 — Financings”.
FDA
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Regulation of Prescription Medications”.
Field Trip
Field Trip Health & Wellness Ltd., a corporation existing under the federal laws of Canada.
Field Trip Board
The duly appointed board of directors of Field Trip.
Field Trip Digital
Has the meaning ascribed in “Item 5 — Description of the Business”.
Field Trip Incentive Plan
The equity incentive plan adopted by Field Trip and approved and adopted by Reunion Shareholders at the Meeting, pursuant to which Field Trip Options were granted.
Field Trip Options
Options to acquire Field Trip Shares to be issued in accordance with the Field Trip Incentive Plan.
Field Trip Shareholder
A holder of Field Trip Shares.
Field Trip Shares
The common shares which Field Trip is authorized to issue as the same are constituted on the date hereof.
Field Trip USA
Field Trip Health USA Inc.
Final Exchange Bulletin
The TSXV bulletin which is issued following the submission to the TSXV of all required documentation and that evidences the final TSXV approval of the Listing.
Final Order
The final order of the Court approving the Arrangement.
FTNP
Has the meaning ascribed in “Item 5 — Description of the Business”.
FTNP SPA
Has the meaning ascribed in “Item 5 — Description of the Business — Three-year History — Darwin Agreement “.
Incentive Field Trip Stock Options
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Incentive Field Trip Stock Options”.
Investor Rights Agreements
Has the meaning ascribed in “Item 3 — Summary — The Concurrent Financing”.
Jamaica Drug Act
Has the meaning ascribed in “Item 5 — Description of the Business — Other Business — Botanical Research”.
Jamaica Facility
Has the meaning ascribed in “Item 5 — Description of the Business”.
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JMH
Has the meaning ascribed in “Item 5 — Description of the Business — Other Business — Field Trip Natural Products Operations”.
KAP
Ketamine-assisted psychotherapy.
KAP Co-Op
Has the meaning ascribed in “Item 5 — Description of the Business — Field Trip Health Centres”.
Lead Agent
Bloom Burton Securities Inc.
Listing
The listing on the TSXV of the Field Trip Shares.
Listing Application
This TSXV Form 2B — Listing Application to facilitate the Listing.
Management
Management of Field Trip.
Meeting
The special meeting of Reunion Shareholders held at 10:00 a.m. (Eastern time) on June 27, 2022.
Milestone Shares
Has the meaning ascribed in “Item 5 — Description of the Business — Three-year History — Darwin Agreement “.
MSAs
Has the meaning ascribed in “Item 21 — Risk Factors — Risks Relating to Corporate Practice of Medicine and Fee Splitting in the United Sates”.
NASDAQ
NASDAQ Stock Market.
Net Exercise
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Stock Options”.
NUE Life
Has the meaning ascribed in “Item 5 — Description of the Business — Field Trip Health Centres”.
Oasis
Oasis Investments II Master Fund  Ltd.
Offering Price
Has the meaning ascribed in “Item 6 — Financing
OHPIP
Has the meaning ascribed in “Item 21 — Risk Factors — Ketamine as a Pharmaceutical”.
Opium Act
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — The Netherlands”.
Participants
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Administration of the Field Trip Incentive Plan”.
PAT
Has the meaning ascribed in “Item 5 — Description of the Business”.
PC Health Centres
Has the meaning ascribed in “Item 21 — Risk Factors — Risks Relating to Corporate Practice of Medicine and Fee Splitting in the United Sates”.
PCs
Has the meaning ascribed in “Item 5 — Description of the Business — Field Trip Health Centres”.
Plan of Arrangement
Has the meaning ascribed in Item 3 — Summary — Description of the Business
Portal
Has the meaning ascribed in “Item 5 — Description of the Business — Other Business — Clinic Support”.
Pre-Arrangement Shares
The common shares in the capital of Reunion as constituted prior to the Arrangement.
PSUs
The performance share units issuable under the Field Trip Incentive Plan.
Reorganization
Has the meaning ascribed in Item 3 — Summary — Description of the Business
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Reunion
Reunion Neuroscience Inc., a corporation existing under the federal laws of Canada, and which, for certainty, was formerly named Field Trip Health Ltd., prior to the Effective Date.
Reunion Option
An Option to acquire Pre-Arrangement Shares granted pursuant to Reunion’s amended and restated equity incentive plan which were outstanding immediately prior to the Effective Date.
Reunion Replacement Option
An option to acquire a Reunion Share to be issued by Reunion to a holder of a Reunion Option pursuant to the Plan of Arrangement.
Reunion Shareholder
A holder of Pre-Arrangement Shares prior to the Effective Date and Reunion Shares following the Effective Date.
Reunion Shares
A new class of common shares without par value in the capital of Reunion, created and issued to the Reunion Shareholders pursuant to the Arrangement on the Effective Date.
Reunion Warrants
The share purchase warrants of Reunion exercisable to acquire Pre-Arrangement Shares previously issued to brokers and advisors of Reunion.
RHA
Has the meaning ascribed in “Item 21 — Risk Factors — Risks Related to Regulatory Changes”.
Rights Holder
Has the meaning ascribed in “Item 15 — Principal Securityholders — Investor Rights Agreements
RSUs
The restricted share units issuable under the Field Trip Incentive Plan.
s. 56 Exemptions
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Regulation of Prescription Medications”.
SAP
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Regulation of Prescription Medications”.
SEC
United States Securities and Exchange Commission.
Securities Legislation
Collectively, or as the context requires and as applicable, the securities legislation of the provinces and territories of Canada, the U.S. Exchange Act and the U.S. Securities Act, and any applicable state laws, each as now enacted or as amended, and the applicable rules, regulations, rulings, orders, instruments and forms made or promulgated under such statutes, as well as the rules, regulations, by-laws and policies of the TSX, NASDAQ and TSXV.
Share Offering
The non-brokered private placement of 35,559,220 Field Trip Shares at a price of $0.50 per Field Trip Shares for aggregate gross proceeds of $17,779,610, which will close concurrently with the Arrangement.
Share Units
Collectively, the PSUs and RSUs issuable under the Field Trip Incentive Plan.
State CSAs
Has the meaning ascribed in “Item 5 — Description of the Business — Controlled Substances — Canada and the U.S.”.
Subscription Receipt Agent
Computershare Trust Company of Canada, as subscription receipt agent and escrow agent for the Subscription Receipt Offering.
Subscription Receipt Agreement
The subscription receipt agreement dated June 29, 2022 by and among the Subscription Receipt Agent, Field Trip, Reunion and the Agents in connection with the Subscription Receipt Offering.
Subscription Receipt Offering
The brokered private placement offering of Subscription Receipts issued under the Subscription Receipt Agreement at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of $2,100,000, which was completed and closed in escrow on June 29, 2022.
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Subscription Receipts
The subscription receipts issued by Field Trip pursuant to the Subscription Receipt Offering, with each such subscription receipt convertible, for no additional consideration, into one Field Trip Share upon the satisfaction of the Escrow Release Conditions.
Subsidiary
With respect to a specified body corporate, any body corporate of which more than 50.0% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary.
Termination Date
Has the meaning ascribed in “Item 12 — Equity Incentive Plans — Termination of Employment or Services — Field Trip Options”.
Toronto Health Centre
A ketamine-enhanced psychotherapy, psychedelic-enhanced psychotherapy, and psychedelic-integration psychotherapy health centre located in Toronto, Ontario.
Trip
Has the meaning ascribed in “Item 5 — Description of the Business — Other Business — Clinic Support”.
Trip App
Has the meaning ascribed in “Item 5 — Description of the Business — Field Trip Digital Operations”.
TSX
Toronto Stock Exchange.
TSXV
TSX Venture Exchange.
U.S.
United States.
U.S. Exchange Act
The U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder.
U.S. Securities Act
The U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.
Value Escrow Agreement
The TSXV Form 5D Tier 2 Value Security Escrow Agreement to be entered into among Field Trip, Reunion and Computershare Investor Services Inc., as escrow agent.
UWI
Has the meaning ascribed in “Item 5 — Description of the Business”.
Item 2B:   Cautionary Note Regarding Forward-Looking Statements
This Listing Application contains “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian Securities Legislation. Forward-looking information is provided as of the date of this Listing Application or, in the case of documents incorporated by reference herein, as of the date of such documents and Field Trip does not intend to, nor does it assume any obligation, to update this forward-looking information, except as required by law. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
Forward-looking information is based on reasonable assumptions that have been made by Field Trip as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Field Trip to be materially different from those expressed or implied by such forward-looking information, including but not limited to, the following risks, uncertainties and factors: (i) obtaining all required approvals, including stock exchange
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approvals; (ii) expectations regarding the benefits of the Arrangement; (iii) expectations regarding the proceeds of the Concurrent Financing; (iv) expectations regarding total available funds at the time of listing on the TSXV and anticipated uses thereof; (v) expectations regarding Field Trip’s reporting issuer status; (vi) the anticipated capital structure, directors, officers and insiders; (vii) anticipated future growth, results of operations, performance, business prospects and opportunities; (viii) achieving the business objectives including the proposed operations of Field Trip in Oregon and other jurisdictions that have passed or are considering measures to legalize psychedelics; (ix) expectations regarding entering into of material contracts; (x) expectations regarding escrow restrictions imposed on Field Trip’s securities; (xi) expectations regarding compensation of directors, officers and employees of Field Trip; (xii) unanticipated material expenditures required by Field Trip; (xiii) the capital markets valuing Field Trip in a manner not anticipated by Management; (xiv) unanticipated changes in, and factors relating to, (a) the market and demand for the services and products from time to time offered by Field Trip; and (b) interest in, and uptake of, the various services and programs from time to time offered by Field Trip, by therapists and patients, including training in psychedelic-assisted psychotherapy by licensed professionals; (xv) the inability of Management to sustain and continue optimization of the Clinics Business; (xvi) the impact of the COVID-19 pandemic and its variants; (xvii) risks and uncertainties inherent in or associated with, and/or factors affecting, (a) the respective business objectives and activities of Field Trip (relating to, among other things, the construction and commencement of construction of additional clinics, as well as the development, patentability and viability of product offerings), (b) the acceptance in the medical community of ketamine and other psychedelic substances as effective treatment for depression, post-traumatic stress disorder, addiction and other mental health conditions, (c) the healthcare industry in Canada, the U.S., and such other jurisdictions in which Field Trip may from time to time conduct business, (d) patient acquisitions, (e) medical personnel operating out of the clinics, (f) the regulation of psilocybin containing truffles and mushrooms in the Netherlands, Jamaica and elsewhere, (g) violations of laws and regulations, (h) reliance on the capabilities and experience of key executives, scientists, and other third parties, and (i) changes to legislation; (xviii) the inability of Field Trip to operate the Clinics Business as anticipated or desired; (xix) negative operating cash flow and continued operations as a going concern; (xx) the risks and costs associated with being a publicly traded company; (xxi) limited operating history of Field Trip as a public company; (xxii) conflicts of interest; (xxiii) misconduct or other improper activities by employees and other personnel; (xxix) Field Trip’s inability to expand its respective business and operations through acquisitions or collaborations; (xxx) product liability claims; (xxxi) risks related to third-party licenses; (xxxii) inability to enforce legal rights, and/or judgements, in foreign jurisdictions; (xxxiii) availability of capital to operate Field Trip’s business; (xxxiv) inaccuracies in the projections and estimates of Field Trip; (xxxv) the impact and effects of interest and foreign currency exchange rate fluctuations and/or global financial conditions on the operations of Field Trip; (xxxvi) risks and uncertainties inherent in or associated with, (a) competition from other companies directly or indirectly engaged in the industry or industries within which Field Trip operate from time to time, (b) stock price fluctuations, (c) political and/or economic developments, (d) environmental and related matters, (e) insurance, and (f) cost estimates, financing, infrastructure, cost overruns, timeliness of government approvals, and taxation; (xxxvii) unpredictability and volatility in the market price of the securities of Field Trip (including, an inability to achieve an active or liquid market therefor); (xxxviii) the speculative nature of an investment in the securities of Field Trip; (xxxix) risks associated with, and the impact of, any additional issuances of the securities of Field Trip (including dilution to the respective securityholders); (xl) general economic, market and business conditions; (xli) inadequate internal controls over financial reporting; (xlii) violations of laws and regulations; (xliii) cyber-attacks; (xliv) failure to obtain industry partner and other third party consents and approvals when required; (xlv) delays in obtaining permits and/or licenses; (xlvi) competition for, among other things, capital and skilled personnel; (xlvii) incorrect assessments of the value of acquisitions or dispositions; (xlviii) an inability on the part of Field Trip to meet their respective obligations to its creditors from time to time; (xlix) unanticipated actions taken by regulatory authorities with respect to drug development and clinical activities; (l) inadequacy of insurance coverage; (li) risks associated with the concentration of ownership of the Field Trip Shares and the Investor Rights Agreements; (lii) such other factors discussed in the section entitled “Item 21 — Risk Factors” herein. Forward-looking information is based on certain assumptions that Field Trip believes are reasonable, although Field Trip has attempted to identify important factors that could cause actual results to differ materially from those contained in 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
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such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.
Market and Industry Data
The market and industry data contained in this Listing Application are based upon information from independent industry and other publications and Management’s knowledge of, and experience in, the industry in which Field Trip operates. None of the sources of market and industry data has provided any form of consultation, advice or counsel regarding any aspect of, or is in any way whatsoever associated with, the listing of the Field Trip Shares on the TSXV or this Listing Application. Market and industry data are subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data at any particular point in time, the voluntary nature of the data gathering process or other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data are not guaranteed. Field Trip has not independently verified any of the data from third party sources referred to in this Listing Application or ascertained the underlying assumptions relied upon by such sources. References in this Listing Application to research reports or to articles and publications should not be construed as depicting the complete findings of the entire referenced report or article. The information in each report or article is expressly not incorporated by reference into this Listing Application.
Information Contained in this Listing Application
The information contained in this Listing Application is given as at August 11, 2022, except where otherwise noted.
No person has been authorized to give any information or to make any representation in connection with the Arrangement, the Concurrent Financing or other matters described herein other than those contained in this Listing Application and, if given or made, any such information or representation should be considered not to have been authorized by Field Trip and should not be relied upon.
The information concerning each party contained in this Listing Application has been provided by management of that party. Although the parties have no specific knowledge that would indicate that any of such information regarding the other party is untrue or incomplete, the parties assume no responsibility for the accuracy or completeness of information or the failure by the other party to disclose events which may have occurred or may affect the completeness or accuracy of such information which are unknown to that party.
This Listing Application does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any Person in any jurisdiction.
Information contained in this Listing Application should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisers in connection therewith.
All financial information in this Listing Application has been prepared in accordance with IFRS, unless otherwise noted. The financial year end of Field Trip is March 31.
Item 3:   Summary
The following is a summary of the principal features of this Listing Application and should be read together with the more detailed information and financial data and statements contained elsewhere in this Listing Application.
Description of the Business
Field Trip was incorporated pursuant to the CBCA on April 28, 2022. Prior to the Arrangement, Field Trip did not have an active business. Field Trip was created as part of a reorganization of Reunion, which resulted in the separation of the Clinics Business from Reunion’s other businesses, the acquisition of the Clinics Business by Field Trip, and upon Listing Approval, both Field Trip and Reunion will be independent
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public companies (the “Reorganization”). The Reorganization will be effected pursuant to a plan of arrangement under Section 192 of the CBCA (the “Plan of Arrangement”) and the terms of the Arrangement Agreement (the “Arrangement”).
Following the Arrangement, Field Trip owns and operates the existing Clinics Business, which provides services, in person through the Clinics and virtually through telemedicine (Field Trip at Home), which are supported by digital-based tools and communities such as Trip and Portal.
See “Item 5 — Description of the Business”.
The Arrangement
Pursuant to the Arrangement Agreement, among other things, Reunion distributed 50,035,308 Field Trip Shares1 to Reunion Shareholders on a pro rata basis. The Reunion Shareholders approved the Arrangement at the Meeting. Reunion obtained the Final Order with respect to the Arrangement from the Ontario Superior Court of Justice (Commercial List) on June 22, 2022. The Effective Date of the Arrangement was August 11, 2022.
Pursuant to the Arrangement, Reunion Shareholders of record as at immediately prior to the Effective Date received, for each Pre-Arrangement Share held, one Reunion Share and approximately 0.85983356 of a Field Trip Share, and as a result, hold shares in both Reunion and Field Trip. Following this, the Consolidation of the Reunion Shares occurred.
As part of the Arrangement, but for greater certainty, prior to giving effect to the Consolidation: (i) all outstanding Reunion Warrants were deemed to be simultaneously amended to entitle each holder of Reunion Warrants to receive, upon due exercise of a Reunion Warrant, one (1) Reunion Share and 0.85983356 of a Field Trip Share; and (ii) all outstanding Reunion Options were exchanged for one Reunion Replacement Option and 0.85983356 of a Field Trip Option. To preserve the economic benefits and tax status of the Reunion Options, as part of the Arrangement, the exercise price of the Reunion Options exchanged were apportioned between the Reunion Replacement Options and the Field Trip Options, after giving effect to the Consolidation. The exercise price payable to Field Trip upon the exercise of a Reunion Warrant or a Field Trip Option will be determined in the manner set forth in “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis”.
See“Item 5 — Description of the Business — Three-year History — The Arrangement”.
Services Agreements
In connection with the Arrangement, Field Trip and Reunion entered into the Shared Services Agreement and the Preferred Services Agreement.
Under the Shared Services Agreement, the parties have agreed to a cost-sharing arrangement that permits Reunion to continue to leverage certain assets and operational staff of Field Trip, including information technology infrastructure, administration and reporting systems, human resources, marketing, IT and financial staff. Additionally, Field Trip or Reunion, as applicable, may continue to operate such systems on behalf of the other company and/or may hold contracts for services or facilities for the benefit of such other company in trust pending their assignment or renegotiation.
Under the Preferred Services Agreement, Reunion may access the assets and services of Field Trip, such as training in KAP or PAP, surveys or advice from key opinion leaders and subject matter experts on Field Trip’s advisory board or employed by Field Trip, data gathering services (such as survey or polls of clients and clinicians), assistance in identifying candidates for clinical trials, access to de-identified data related to patient outcomes and such other services as are necessary or desirable. It is anticipated that services under the Preferred Services Agreement will be documented in one or more statements of work.
See“Item 5 — Description of the Business — Three-year History — Services Agreements”.
1
50,055,011 Field Trip Shares after giving effect to certain adjustments related to the exercise and expiry of options of Reunion (then Field Trip Health Ltd) (the “Option Adjustment”). See Selected Pro Forma Financial Information.
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The Concurrent Financing
The Concurrent Financing occurred on a prospectus exempt basis pursuant to National Instrument 45-106 — Prospectus Exemptions, and consisted of the Share Offering and the Subscription Receipt Offering.
The Share Offering was completed on a non-brokered private placement basis, whereby Field Trip issued a total of 35,559,220 Field Trip Shares at the Offering Price, for aggregate gross proceeds of $17,779,610. Under the Share Offering, Reunion subscribed for 19,615,000 Field Trip Shares and Oasis subscribed for 15,944,220 Field Trip Shares. In addition, Field Trip entered into customary investor rights agreements with Oasis and Reunion, granting each, among other things, certain board nomination rights, participation rights pre-emptive and top-up rights with respect to future offerings of securities of Field Trip (the “Investor Rights Agreements”). No commissions or finder’s fees were payable in connection with the Share Offering.
Pursuant to the Agency Agreement, the Subscription Receipt Offering was completed on a “commercially reasonable efforts” brokered private placement basis, whereby Field Trip issued a total of 4,200,000 Subscription Receipts, at the Offering Price, for aggregate gross proceeds of $2,100,000. The Subscription Receipts were created and issued pursuant to the Subscription Receipt Agreement. For the Agents’ services in connection with the Subscription Receipt Offering they are entitled to receive the Agents’ Fee, totaling $126,000, and the Agents’ Expenses, totaling $ $148,864. The Escrowed Funds, being the proceeds of the Subscription Receipt Offering less 50% of the Agents’ Fee and all of the Agents’ Expenses incurred up to the closing date of the Subscription Receipt Offering, were deposited with the Subscription Receipt Agent and will be released to Field Trip upon the satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions are not met, the Escrowed Funds, and any interest thereon, will be returned to the holders of Subscription Receipts on a pro rata basis.
See “Item 6 — Financings” and “Item 15 — Principal Securityholders.
See “Item 6 — Financings — Available Funds & Principal Purposes”.
Selected Pro Forma Financial Information
The following table sets out selected pro forma financial information in respect of Field Trip as at June 30, 2022, as if the Arrangement had been completed as of June 30, 2022 and should be considered in conjunction with the more complete information contained in the pro forma consolidated financial statements of Field Trip attached hereto as Schedule D.
As at March 31, 2022
($)
Current assets 17,240,111
Total assets 49,183,356
Total liabilities 26,745,396
Field Trip Shareholders’ equity 22,437,960
Net Loss 41,829,399
Comprehensive Loss 41,473,054
Loss per Share (basic and diluted) 0.47
Subsequent to the preparation of the pro forma financial information presented herein, two participants in the Reunion (then Field Trip Health Ltd) equity compensation plan exercised a total of 22,916 options to acquire shares of Field Trip Health Ltd., resulting in an additional 19,703 Field Trip Shares, and together with expiry of certain options, a net decrease of 23,376 Field Trip Options, being issued under the Arrangement. These adjustments are not reflected in this Listing Application, except for this note and footnotes where appropriate.
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Listing of Securities
Field Trip is seeking to list the Field Trip Shares on the TSXV. Field Trip is authorized to issue an unlimited number of Field Trip Shares. Following the Arrangement, and assuming completion of the Concurrent Financing, in is anticipated that Field Trip will have on Listing, 89,794,528 Field Trip Shares2 issued and outstanding (including, for greater certainty, the conversion of the 4,200,000 Subscription Receipts issued in the Subscription Receipt Offering into the same number of Field Trip Shares upon satisfaction of the Escrow Release Conditions). It is anticipated that on Listing, approximately: (i) 53.49% of the Field Trip Shares will be held by current Reunion Shareholders (other than Oasis); (ii) 21.84% of the Field Trip Shares will be held by Reunion; and (iii) 19.99% of the Field Trip Shares will be held by Oasis.
In addition, consistent with the terms of the Arrangement, holders of Reunion Warrants are entitled to receive 0.85983356 of a Field Trip Share for every one (1) Reunion Warrant held and duly exercised and holders of the Reunion Options are entitled to receive 0.85983356 of a Field Trip Option for every one (1) Reunion Option held. Each whole Field Trip Option entitles the holder to receive, upon the due exercise thereof, one (1) Field Trip Share. Field Trip has also reserved for issuance 348,905 Field Trip Shares issuable under the FTNP SPA. On conversion, each award is rounded down to the nearest whole security.
The following table sets forth the anticipated total number of: (i) Field Trip Options; and (ii) Field Trip Shares issuable pursuant to the exercise of Reunion Warrants, as of Listing.
Number of Field Trip Options
Exercise Price(1)(2)
Expiry Date
1,530,381
0.50
March 29, 2030 to May 31, 2030
367,569
1.08
May 31, 2032
21,495
1.11
July 18, 2032
103,605
1.33
April 30, 2032
21,495
1.65
March 31, 2032
2,149
1.99
February 28, 2032
552,755
2.00
August 12, 2022 to October 01, 2030
21,495
2.35
January 31, 2032
21,495
2.68
September 01, 2022 to November 02, 2030
21,495
3.06
December 31, 2031
141,778
4.09
December 31, 2030
51,589
4.60
December 01, 2030
163,359
5.01
January 29, 2031
15,476
5.15
November 30, 2031
199,191
5.65
May 31, 2031
212,804
5.74
March 31, 2031
12,897
5.77
September 30, 2031
125,746
5.95
August 31, 2031
90,184
6.05
April 30, 2031
141,869
6.98
October 31, 2031
152,975
7.00
June 30, 2031 to October 31, 2031
90,622
7.74
July 31, 2031
68,784
8.00
February 26, 2031
235,537
8.25
February 17, 2031
2
89,814,231 Field Trip Shares after giving effect to the Option Adjustment. See Selected Pro Forma Financial Information.
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Number of Field Trip Shares issuable
under the Reunion Warrants
Exercise Price(1)
Expiry Date
179,098
$2.00
August 14, 2022
116,638
$4.50
January 5, 2021
656,312
$6.50
March 17, 2023
87,703
$6.50
March 17, 2023
Notes:
(1)
Excludes an aggregate of 200,000 options to be issued to the two new independent directors, such options to be issued with an exercise price at higher of the 10-day post-closing VWAP or Market Price of the Field Trip Shares on the close of business on the fifth trading day following listing, subject to approval of the TSXV.
(2)
The exercise prices listed in the table above reflect the exercise prices of the corresponding Reunion Options or Reunion Warrants, as the case may be. The applicable exercise prices will be determined in the manner set forth in “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis — Option TreatmentandItem 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis — Warrant Treatment”, respectively.
(3)
Table does not give effect to the Option Adjustment.
See “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis” and “Item 10 — Description of Securities to be Listed”.
Escrowed Securities and Securities Subject to Restrictions on Transfer
Pursuant to the policies of the TSXV, the 19,615,000 Field Trip Shares held by Reunion are expected to be held in escrow pursuant to a Value Escrow Agreement.
See “Item 14 — Escrowed Securities and Securities Subject to Restrictions on Transfer”.
Risk Factors
The securities of Field Trip should be considered highly speculative investments and the transactions contemplated herein should be considered of a high-risk nature.
There are risks associated with the Arrangement and the business of Field Trip, including but not limited to: (i) obtaining all required approvals, including stock exchange approvals; (ii) expectations regarding the benefits of the Arrangement; (iii) expectations regarding the proceeds of the Concurrent Financing; (iv) expectations regarding total available funds at the time of listing on the TSXV and anticipated uses thereof; (v) expectations regarding Field Trip’s reporting issuer status; (vi) the anticipated capital structure, directors, officers and insiders; (vii) anticipated future growth, results of operations, performance, business prospects and opportunities; (viii) achieving the business objectives including the proposed operations of Field Trip in Oregon and other jurisdictions that have passed or are considering measures to legalize psychedelics; (ix) expectations regarding entering into of material contracts; (x) expectations regarding escrow restrictions imposed on Field Trip’s securities; (xi) expectations regarding compensation of directors, officers and employees of Field Trip; (xii) unanticipated material expenditures required by Field Trip; (xiii) the capital markets valuing Field Trip in a manner not anticipated by Management; (xiv) unanticipated changes in, and factors relating to, (a) the market and demand for the services and products from time to time offered by Field Trip; and (b) interest in, and uptake of, the various services and programs from time to time offered by Field Trip, by therapists and patients, including training in psychedelic-assisted psychotherapy by licensed professionals; (xv) the inability of Management to sustain and continue optimization of the Clinics Business; (xvi) the impact of the COVID-19 pandemic and its variants; (xvii) risks and uncertainties inherent in or associated with, and/or factors affecting, (a) the respective business objectives and activities of Field Trip (relating to, among other things, the construction and commencement of construction of additional clinics, as well as the development, patentability and viability of product offerings), (b) the acceptance in the medical community of ketamine and other psychedelic substances as effective treatment for depression, post-traumatic stress disorder, addiction and other mental health conditions, (c) the healthcare industry in Canada, the U.S., and such other jurisdictions in which Field Trip may from time to time conduct business, (d) patient acquisitions, (e) medical personnel operating out of the clinics, (f) the regulation of psilocybin containing truffles and mushrooms in the Netherlands, Jamaica and elsewhere, (g) violations of laws and regulations, (h) reliance on the capabilities and experience of key executives, scientists, and other third parties, and
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(i) changes to legislation; (xviii) the inability of Field Trip to operate the Clinics Business as anticipated or desired; (xix) negative operating cash flow and continued operations as a going concern; (xx) the risks and costs associated with being a publicly traded company; (xxi) limited operating history of Field Trip; (xxii) conflicts of interest; (xxiii) misconduct or other improper activities by employees and other personnel; (xxix) Field Trip’s inability to expand its respective business and operations through acquisitions or collaborations; (xxx) product liability claims; (xxxi) risks related to third-party licenses; (xxxii) inability to enforce legal rights, and/or judgements, in foreign jurisdictions; (xxxiii) availability of capital to operate Field Trip’s business; (xxxiv) inaccuracies in the projections and estimates of Field Trip; (xxxv) the impact and effects of interest and foreign currency exchange rate fluctuations and/or global financial conditions on the operations of Field Trip; (xxxvi) risks and uncertainties inherent in or associated with, (a) competition from other companies directly or indirectly engaged in the industry or industries within which Field Trip operate from time to time, (b) stock price fluctuations, (c) political and/or economic developments, (d) environmental and related matters, (e) insurance, and (f) cost estimates, financing, infrastructure, cost overruns, timeliness of government approvals, and taxation; (xxxvii) unpredictability and volatility in the market price of the securities of Field Trip (including, an inability to achieve an active or liquid market therefor); (xxxviii) the speculative nature of an investment in the securities of Field Trip; (xxxix) risks associated with, and the impact of, any additional issuances of the securities of Field Trip (including dilution to the respective securityholders); (xl) general economic, market and business conditions; (xli) inadequate internal controls over financial reporting; (xlii) violations of laws and regulations; (xliii) cyber-attacks; (xliv) failure to obtain industry partner and other third party consents and approvals when required; (xlv) delays in obtaining permits and/or licenses; (xlvi) competition for, among other things, capital and skilled personnel; (xlvii) incorrect assessments of the value of acquisitions or dispositions; (xlviii) an inability on the part of Field Trip to meet their respective obligations to its creditors from time to time; (xlix) unanticipated actions taken by regulatory authorities with respect to drug development and clinical activities; and (l) inadequacy of insurance coverage; (li) risks associated with the concentration of ownership of the Field Trip Shares and the Investor Rights Agreements; and (lii) such other factors discussed in “Item 21 — Risk Factors”.
Item 4:   Corporate Structure
Field Trip was incorporated under the CBCA on April 28, 2022. In connection with the Listing, on August 11, 2022, the articles of Field Trip were amended to remove the private company restrictions thereon. On August 11, 2022, Field Trip adopted a new by-law containing advance notice provisions for the election of directors of Field Trip. The advance notice provision requires advance notice by any shareholder who intends to nominate any person for election as director of Field Trip. Among other things, the advance notice provision sets a deadline by which such shareholders must notify Field Trip in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and sets forth the information that the shareholder must include in the notice for it to be valid. In the case of an annual meeting of shareholders, notice to Field Trip must be made not less than 30 days prior to the date of the annual meeting; provided, however, that if the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. Other than the foregoing, no material amendments have been made to Field Trip’s articles or other constating documents since its incorporation.
Field Trip’s head and registered office and its principal place of business are located at 30 Duncan Street, Suite 401, Toronto, Ontario M5V 2C3.
As at the date of this Listing Application, Field Trip does not have any of its securities listed or quoted on any stock exchange. Following completion of the Arrangement, Field Trip is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
The following table describes the post-Arrangement subsidiaries of Field Trip, their place of incorporation, continuance, formation or organization. Field Trip beneficially owns, controls or directs 100% of the outstanding voting securities of each subsidiary.
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Item 5:   Description of the Business
Field Trip provides services, in person though its clinics and virtually through telemedicine, and supported by digital-based tools and communities such as Trip and Portal.
Field Trip operates trusted health centres (“Clinics”) across North America and Europe providing KAP and psilocybin-assisted therapies where permitted under various programs. The Clinics operated by Field Trip primarily operate as patient treatment centres for the treatment of mental health and mood disorders, while also providing its medical and therapeutic teams with opportunities to: (i) develop hands-on knowledge and experience to further improve on existing therapeutic protocols to optimize and customize the safe and effective delivery of psychedelic-assisted therapy (“PAT”); and (ii) conduct clinical research studies for Reunion and other third parties through its site management organization service offering. In addition, Field Trip conducts research to drive therapeutic protocol research and innovation. Through Field Trip at Home Inc., Field Trip will also distribute services related to ketamine therapy at home.
In support of Field Trip’s business, the digital division of Field Trip (“Field Trip Digital”) develops digital tools such as the mobile application, “Trip”, and the patient application, “Portal”, to support and enhance the patient outcomes and experience. Further, the Field Trip training division offers programs including both didactic and experiential training to therapists and medical professionals who wish to learn about KAP.
Field Trip also conducts botanical research in partnership with the University of West Indies (“UWI”) through Field Trip Natural Products Limited (“FTNP”). FTNP’s research program comprises the cultivation, as well as the identification and isolation of new substances contained in, psilocybin mushrooms and other related fungi. Pursuant to a research agreement with UWI, Field Trip has leased a 2,072 sq. ft. custom-built research and cultivation facility on the university campus (the “Jamaica Facility”).
Clinics — Field Trip Health Centres
Field Trip seeks to create a global brand of psychedelic therapies, including KAP, psychedelic-assisted psychotherapy and psychedelic-integration psychotherapy, utilizing its custom protocol while under the supervision of medical professionals, with the goal of enabling patients to more effectively and affordably address depression, anxiety, addiction and other conditions.
In addition to the research and innovation focus, the Clinics operated by Field Trip operate as patient treatment centres, where medical teams can develop hands-on knowledge and experience to (i) further improve
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on the existing therapeutic protocols to optimize and customize the safe and effective delivery of psychedelic-assisted therapies, and (ii) conduct clinical research studies for Reunion and other third parties.
Field Trip believes there is a unique early mover opportunity to build the clinical infrastructure required to meet the anticipated significant demand for psychedelic-assisted therapies. In this regard, Field Trip believes that its Clinics hold significant strategic value in that they enable Field Trip to collect large amounts of data on clinical outcomes associated with the setting and therapeutic protocols of psychedelic therapies. This data allows Field Trip to not only identify areas of unmet need in psychedelic therapies, but also innovate new models and protocols. Field Trip’s focus is to improve efficiencies and prove treatment models within its Clinics across North America and Europe and to expand its reach through programs such as Ketamine at Home and through digital tools such as Trip App to position itself as the leading global brand of trusted clinics for psychedelic-assisted therapies, providing ketamine-assisted therapy in North America and psilocybin-assisted therapies in the Netherlands and other jurisdictions, where permitted, for the treatment of depression, anxiety, addiction and other conditions.
In accordance with applicable laws, ketamine is the only substance used in North America, and then only by patients who have a valid prescription for such medication prescribed by an appropriate medical professional licensed in the jurisdiction where the Clinics operate. KAP is conducted at lower doses of ketamine than what is used in anaesthesia and in a safe setting, attended by medical personnel, alongside psychotherapy. Beyond its antidepressant effects, ketamine’s ability to promote neural plasticity makes it a powerful tool to pair with Field Trip’s comprehensive psychotherapy program to affect behavioral change.
Field Trip’s goal and plan is to offer the following types of services:

KAP, a clinic-based treatment that combines the administration of ketamine dosing sessions with exploratory and integrative psychology to accelerate the process of discovery, understanding, catharsis and eventually healing. KAP sessions last longer than traditional therapy, are conducted with medical and psychological support and may include therapy-enhancing tools such as music. KAP is available directly through Field Trip or through cooperative agreements with independent psychotherapists who make arrangements for Field Trip to provide ketamine sessions as an adjunct to psychotherapy offered by those independent psychotherapists.

PAT, psychedelic-assisted psychotherapy, is similar to KAP but combines the use of psychedelic medicines with psychotherapy sessions and other enhancing therapies in a clinical setting. In the Netherlands, Field Trip offers PAT using legal psilocybin truffles with psychotherapy.

Psychedelic-integration psychotherapy, which consists of one or more psychotherapy sessions to support a patient’s understanding and processing of past psychedelic experiences through reflection on and integration of those experiences. Psychedelic-integration psychotherapy can be combined with psychedelic-assisted psychotherapy, including KAP, or may be employed on its own to integrate patient experience outside of a clinical setting. Psychedelic-integration psychotherapy may be offered in a one-on-one or group setting.

“Co-Operative Ketamine Program (“KAP Co-Op”), a program whereby independent therapists who are experienced or trained in providing psychedelic-assisted therapies may refer patients to Field Trip’s world class centers for psychedelic treatment and access other resources to provide KAP to their own private practice clients. Under KAP Co-Op, (i) Field Trip’s facilities and medical professionals will provide the ketamine sessions, and (ii) third-party therapists will provide related integration therapy as part of their ongoing relationship with the patient. A similar program is under development to allow approved therapists to refer patients to Field Trip for ketamine treatment under the team therapy model while retaining status as primary therapist to the client.

“Ketamine At Home” is a program to facilitate delivery of services offered by NUE Life Health PBC (“NUE Life”) including their at-home ketamine therapy. NUE Life is a digitally enabled, remote provider of technology to support ketamine-assisted therapies to patients through their online platform. Field Trip’s subsidiary, Field Trip At Home Inc. acts as distribution agent for NUE Life’s services, which are purely administrative and not medical, pharmaceutical or dispensing services, and provides marketing, education, IT technology and other ancillary services. However, under this program, neither Field Trip At Home nor Field Trip will take possession of, or resell any medical
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services, nor participate in the dispensing of services or the dispensing of drugs. Under “Ketamine At Home” ​(i) a medical provider affiliated or contracted with NUE Life would determine the appropriateness for ketamine for at-home administration, (ii) ketamine would be sent from pharmacy directly to the patient, and (iii) the patient would have the option of follow up appointments with NUE Life for coaching or the applicable medical provider for therapy or further treatment. In most cases, the pharmacy is also contracted with NUE Life for the purposes of acting as a collection agent or distributor; however, patients may use a compounding pharmacy of their own choice.
While the use of ketamine in KAP is considered “off-label”, such use is legal under medical supervision. As such, ketamine is currently the only legal psychedelic medicine generally available to mental health providers in Canada and the U.S. As additional psychedelic medicines become available for use in a therapeutic setting and novel psychedelic medicines become available, Field Trip intends to explore the use of other methods of psychedelic assisted psychotherapy.
Field Trip currently owns twelve clinics, eleven performing KAP and one performing PAT: (i) Toronto, Ontario, (ii) Fredericton, New Brunswick, (iii) Vancouver, British Columbia (iv) New York, New York, (v) Santa Monica, California, (vi) San Diego, California; (vii) Chicago, Illinois, (viii) Atlanta, Georgia, (ix) Seattle, Washington, (x) Houston, Texas, (xi) Washington, District of Columbia and (xii) Amsterdam, Netherlands. The U.S. Clinics are owned solely by state-licensed physicians through physician practices or professional medical corporations (“PCs”).
An affiliate of Field Trip subleases commercial space in the following six locations: Stamford, Connecticut; San Carlos, California; Austin, Texas; Scottsdale, Arizona; Dallas, Texas; and Miami, Florida.
Field Trip may also enter into one or more relationships with third parties with a view to making general psychiatry, general psychotherapy and other mental health services available to its clients and/or with a view to expanding the jurisdictions in which services may be made available to its clients via telehealth services. Field Trip has one such relationship with Cerebral, an online mental health platform.
With the increased focus on reaching clients through its digital platforms, Trip and Ketamine at Home, as well as ongoing streamlining of its in-person offerings, Field Trip has decided to defer the opening of new clinics to a future date. Field Trip intends to sublease space at its six locations noted above.
Other Business — Clinic Support
Field Trip Digital has developed the digital tools “Trip” and “Portal” to support individuals on their mental health journey. Trip is a mobile application supporting consciousness expansion which is available to users in the Apple and Android app stores. Portal is a next generation digital health platform for clients participating in psychedelic therapies at the Clinics. Portal connects our patients and therapists with individualized patient journeys and content, along with tools such as mood monitoring, journaling, and activity tracking.
Field Trip also offers training in PAT for practitioners through its Field Trip training division. Programs include an experiential training element, which is offered through the Clinics. Professionals who complete the Field Trip training programs will automatically become eligible to join the KAP Co-Op program, helping establish the next generation of psychedelic therapists.
Other Business — Botanical Research
In partnership with UWI, FTNP is conducting research, development and cultivation of psilocybin mushrooms and other related fungi at the Jamaica Facility. Field Trip’s activity in relation to the research and cultivation of psilocybin mushrooms, botanicals and other related fungi is limited to the jurisdiction of Jamaica and Field Trip does not handle psychedelic substances except within laboratory and clinical trial settings conducted within approved regulatory frameworks in order to identify and develop treatments for medical conditions and does not have any direct or indirect involvement with illegal selling, production or distribution of any substances in jurisdictions in which it operates. Field Trip’s Jamaica team is comprised of a senior researcher and professor at UWI, Dr. Rupi Delgoda, as well as business consultants, legal counsel and local post-doctoral research students.
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It is important to note that, unlike in Canada and the U.S., psilocybin mushrooms are not an illegal drug under Jamaica’s Dangerous Drugs Act, 1948 (the “Jamaica Drug Act”), therefore, research on psilocybin mushrooms is not in contravention of the laws of Jamaica and does not require any permit or authorization from the regulatory authorities in Jamaica.
Regulatory Overview
Field Trip operates in a highly regulated industry and in multiple jurisdictions. Below is a summary of key elements of the regulatory environment in which Field Trip operates.
Controlled Substances
Canada and the U.S.
The Canadian and U.S. federal governments regulate drugs through the Controlled Drugs and Substances Act (Canada) (the “CDSA”) and the Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), respectively, which place controlled substances in a schedule. Under the CDSA, ketamine is currently a Schedule I drug and psilocybin is currently a Schedule III drug. Under the CSA, ketamine is currently a Schedule III drug as well as being listed under the associated Narcotic Control Regulations, and psilocybin is currently a Schedule I drug.
On September 30, 2020, Canada’s House of Commons heard an official proposal to decriminalize psychedelics. The Canadian Government’s response to that proposal included statements from the Ministers of Justice, Health, and Public Safety and Emergency Preparedness, who reiterated that these substances remain illegal in Canada and, in the case of the Minister of Health, that any approval for medical purposes would need to pass Canada’s drug review process and receive authorization from Health Canada. Subsequent to this response, Health Canada announced its intention to remove the current prohibition on access to controlled substances through Health Canada’s Special Access Program.
Most U.S. states have enacted Controlled Substances Acts (“State CSAs”), which regulate the possession, use, sale, distribution, and manufacture of specified drugs or categories of drugs and establish penalties for State CSA violations, and form the basis for much of state and local drug laws enforcement activity. State CSAs have either adopted drug schedules identical or similar to the federal CSA schedules or, in some instances, have incorporated the federal scheduling mechanism. Among other requirements, some states have established a prescription drug monitoring or review program to collect information about prescription and dispensing of controlled substances for the purposes of monitoring, analysis and education. Field Trip complies with all State CSAs in jurisdictions where it operates.
In the U.S., facilities holding or administering controlled substances must be registered with the U.S. Drug Enforcement Agency (“DEA”) to perform this activity. As such, medical professionals or the Clinics in which they operate, as applicable, are also required to have a DEA license to obtain and administer ketamine (a “DEA License”).
To Field Trip’s knowledge, the Clinics in the U.S. and the required medical professionals hold all required DEA Licenses. Furthermore, the Clinics have in place security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. Staff at Clinics in the U.S., including the medical doctors and/or the nurse practitioner(s), advanced practice registered nurse(s) or other medical professionals who report to them, hold the required DEA Licenses and Field Trip has put in place policies designed to adhere to DEA requirements.
The Netherlands
The Opium Act (Opiumwet) (the “Opium Act”) is the primary drug legislation in the Netherlands which places controlled substances on a list. The controlled substances on those lists and any preparations thereof are prohibited, including psilocybin. However, the Dutch Supreme Court (the highest court in the Netherlands) stated that the plants/fungi in which those substances occur naturally are not prohibited unless specifically listed. Psilocybin containing truffles or sclerotia are not listed under the Opium Act and, therefore, do not qualify as a controlled substance restricted under the Opium Act. Furthermore, the Dutch Minister of Healthcare confirmed in Parliament that psilocybin-containing truffles are not illegal and can legally be sold,
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bought and used as a natural product in the Netherlands. Therefore, subject to certain requirements, the Opium Act does not prohibit the cultivation, production and sale of fresh, unprocessed truffles.
Jamaica
Unlike in Canada and the U.S., psilocybin mushrooms are not an illegal drug under the Jamaica Drug Act. Therefore, Psilocybin Research is not in contravention of the laws of Jamaica and does not require any permit or authorization from regulatory authorities in Jamaica. In addition, the Minister of Health & Wellness of Jamaica has delivered a letter stating the Minister’s support for Field Trip’s operations in Jamaica.
Field Trip does not handle controlled substances except in jurisdictions where such activity is legal and then only within (a) laboratory or clinical trial settings, (b) in the case of the Netherlands, within a clinical setting, and (c) in the case of ketamine, as prescribed by a licensed medical practitioner. Field Trip does not have any direct or indirect involvement with illegal selling, production or distribution of any substances in jurisdictions in which it operates.
State and Municipal Initiatives Related to Psychedelic Substances
On November 3, 2020, the State of Oregon, via Measure 109, became the first state to legalize psychedelic mushrooms for therapeutic use in supervised environments. Measure 109 is expected to allow people in the state who are age 21 or older to access psychedelic mushrooms for personal development after passing a screening conducted by a qualified therapist. People who use the drug are expected to be able to do so at a psilocybin service centre, with the supervision of a designated service facilitator. Oregon expects to have a two-year planning period in which lawmakers will determine how the drug will be regulated, including qualifications for therapists intending to prescribe psychedelic mushrooms and for psilocybin facilitators. The program is expected to be regulated by the Oregon Health Authority.
The following jurisdictions have effectively decriminalized, deprioritized or legalized the use of several psychedelic substances:

Denver, Colorado approved Initiative 301 which provides that personal use and possession of psilocybin mushrooms by people 21 years old and over is the city’s lowest law-enforcement priority and prohibits the city of Denver “from spending resources to impose criminal penalties” for the personal use of psychedelic mushrooms by people 21 and older (May 2019).

Oakland, California approved a resolution which decriminalizes adult use of psychoactive plants and fungi, including mushrooms, cacti, iboga and ayahuasca. The resolution makes investigating and arresting people 21 and older for using, possessing or cultivating psychoactive plants and fungi among the lowest priorities for law enforcement (June 2019).

Santa Cruz, California approved a resolution that makes investigating and arresting people 21 and older for using, possessing or cultivating psychoactive plants and fungi among the lowest priorities for law enforcement (January 2020).

District of Columbia approved Initiative 81 which makes non-commercial possession, distribution, purchase and cultivation of psychedelic and hallucinogenic plants and fungi a lowest law enforcement priority for the Metropolitan Police Department (November 2020).

State of Oregon became the first state to legalize psilocybin-assisted therapy and decriminalize the personal possession of drugs (November 2020).

Ann Arbor, Detroit, Hazel Park and Washtenaw County, Michigan approved a resolution, which resolved that the investigation and arrest of persons for planting, cultivating, purchasing, transporting, distributing, engaging in practices with, or being in possession of entheogenic plants or plant compounds which are on Federal Schedule I list shall be the lowest law enforcement priority and shall not receive any city funds or resources (September 2020 — March 2022).

Somerville, Cambridge, and Northampton, Massachusetts approved a resolution, which resolved that no city funds or resources will be used to assist in the enforcement of laws imposing criminal penalties for the use and possession of entheogenic plants by adults, making it the lowest law enforcement priority in these cities (January — March 2021).
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State of Oregon approved Measure 110, the Drug Addiction Treatment and Recovery Act, which reclassified personal possession of small amounts of drugs as a civil violation with a $100 fine, which can be avoided if the person agrees to seek treatment (February 2021).

State of Texas approved House Bill 1802, which mandates a study on the therapeutic effects of psilocybin, MDMA and ketamine on patients suffering from certain mental health issues. The Texas Medical Board is expected to report their findings in December 2022 (June 2021).

State of Connecticut approved House Bill 6296 to establish a task force to study the health benefits of psilocybin (January 2021).

Arcata, California adopted a resolution that deprioritizes the use of city resources to enforce laws imposing criminal penalties for the consumption and possession of entheogenic plants and fungi, including psilocybin mushrooms, mescaline, and peyote (October 2021).

Seattle, Washington adopted a resolution by establishing that the investigation, arrest, and prosecution of anyone engaging in entheogen-related activities should be among the city of Seattle’s lowest enforcement priorities. The resolution applies to non-commercial activity around a range of psychedelic substances, including psilocybin mushrooms, ayahuasca, ibogaine and non-peyote-derived mescaline (October 2021).

State of Utah approved House Bill 167 to create the Mental Illness Psychotherapy Drug Task Force, which positions state law makers to be able to reconsider the role of certain scheduled compounds in mental health treatment (March 2022).
Decriminalization and/or legalization through state and municipal measures, whether ballot measures or new legislation, does not alter the fact that psychoactive substances remain illegal at the federal level in the U.S. under the CDSA. Similar to state legalization efforts in Oregon, Field Trip cannot assess when or if the U.S. federal government will permit such activities.
In addition, legislation in respect of psilocybin or psychedelics has been proposed in each of Florida, California, and Hawaii, drawing on elements of the Oregon ballot measure. In Florida, the Florida Psilocybin Mental Health Care Act, if approved, will create state-sponsored clinics where patients suffering from mental-health disorders could be administered doses of psilocybin by a licensed medical professional. The patient would go through the experience, or “trip,” with the professional present and then be offered a post-treatment counseling session. In Hawaii, Senate Bill 738, if approved, will establish treatment centres designated by the Hawaii Department of Health for the monitored, therapeutic administration of psilocybin and psilocin to treat mental illness. In California, Senate Bill 519, if approved, would decriminalize the personal use of psychedelic drugs including psilocybin mushrooms, MDMA1, LSD2, ketamine, DMT3, mescaline and ibogaine for all Californians over the age of 21.
Field Trip expects that legislation of a similar nature may be introduced in other jurisdictions in the coming years, as well as additional ballot measures similar to Measure 109. Field Trip cannot comment on the regulatory framework in any such jurisdiction as it has not been created. Field Trip will assess its options to conduct legal business in such jurisdictions when state or provincial, as applicable, and federal regulations are established and may seek any required licenses or approvals at that time.
Regulation of Prescription Medications
In Canada, oversight of healthcare is divided between the federal and provincial governments. The federal government is responsible for regulating, among other things, the approval, import, sale, and marketing of drugs such as ketamine.
While ketamine is a controlled substance in Canada and the U.S., it is approved as an anesthetic under the Food and Drugs Act (Canada) and the U.S. Food, Drug, and Cosmetic Act. Once a drug is approved for use, physicians may prescribe that drug for uses that are not described in the product’s labelling or that differ from those tested by the manufacturer and approved by Health Canada or the Food and Drug Administration (the “FDA”), as applicable. This is known as “off-label” use and is a common practice among physicians. Additionally, as mentioned above, ketamine-based treatment is gaining acceptance for treating depression.
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Furthermore, esketamine (S-ketamine, an isomer of ketamine) as a nasal spray for the treatment of major depression was approved by the FDA in March 2020 and Health Canada in July 2020.
Health Canada and the FDA have not approved psilocybin as a drug for any indication. However, there are legal routes through which psilocybin may be accessed for medical purposes.
In Canada, Section 56(1) (“s. 56 Exemptions”) of the CDSA permits the Health Minister to exempt any person or class of persons or any controlled substance or precursor or class thereof from the application of all or any provisions of the CDSA if, in his or her opinion, the exemption is necessary for a medical or scientific purpose or is otherwise in the public interest. In August 2020, Health Minister Patty Hajdu approved such an exemption to allow four Canadians experiencing end of life distress or other intractable mental health conditions, such as incurable cancer, to receive psilocybin therapy to treat their end-of-life anxiety. The Minister of Health has now granted a total of 66 s.56 Exemptions. The latest figures indicate that at least 47 individuals have now been granted s.56 Exemptions for end-of-life psychological distress, 19 s.56 Exemptions have been given to healthcare practitioners for training purposes, and several more to institutions and companies for research. Moreover, recent reports indicated that Health Canada acknowledged more than 150 applications for s.56 Exemptions remain unanswered indicating a high volume of applications.3 Having the exemption in question permits such individuals to legally obtain and use psilocybin.
In Canada, several government bodies have applied for s. 56 Exemptions to decriminalize the personal possession of small amounts of controlled substances for public health purposes including the City of Vancouver (May 2021)4 and the City of Toronto (January 2022)5. British Columbia will consider a similar exemption request for other substances such as psilocybin and MDMA at a later date.
Furthermore, on December 12, 2020, Health Canada announced its intention to remove the current prohibition on access to controlled substances through Health Canada’s Special Access Program (“SAP”). Under the SAP, medical practitioners treating patients with serious or life-threatening conditions can request access to drugs that have not yet been approved for sale in Canada when conventional therapies have failed, are unsuitable, or unavailable. Such amendments would create another means of legally accessing psilocybin through the SAP.6 On January 5, 2022, amendments to the SAP were made following the December 12th announcement enabling physicians in Canada to make applications to Health Canada for access to “restricted drugs”, including psilocybin and MDMA, which were previously not accessible through the SAP.
In the U.S., the FDA has granted psilocybin therapy a breakthrough therapy designation to facilitate drug trials testing its efficacy for treatment resistant depression and major depressive disorder. Similar trials are ongoing in Canada. If approved, these medications would provide a legal route to prescribe psilocybin in the U.S.
In the U.S., the FDA has granted MDMA therapy a breakthrough therapy designation to facilitate Phase 3 drug trials testing its efficacy for PTSD. Field Trip’s Clinics may offer MDMA PAT should the FDA grant such approval in the future.
Although psilocybin-containing truffles or sclerotia are not prohibited by the Opium Act, they are not approved under the Medicines Act (Netherlands). In light of the above and based on advice of counsel in the Netherlands, the Opium Act does not prohibit the presence and/or use of fresh, unprocessed truffles with psilocybin. The truffles with psilocybin may not be subject in any way or form to any further processing (that results in the truffles becoming a preparation prohibited under the Opium Act).
Field Trip Clinic Operations
Each province and territory of Canada and each state in the U.S. mandates the requirements for the Clinics and the conduct of the medical professionals who work in the Clinics. Please refer to the table below for details concerning these regulations.
3
See https://www.cbc.ca/news/canada/british-columbia/therapsil-health-canada-psilocybin-1.6128123
4
See https://vancouver.ca/files/cov/request-for-exemption-from-controlled-drugs-and-substances-act.pdf
5
See https://www.toronto.ca/wp-content/uploads/2022/01/943b-TPH-Exemption-Request-Jan-4-2022-
6
See gazette.gc.ca/rp-pr/p1/2020/2020-12-12/html/notice-avis-eng.html
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Although it is Field Trip’s intention to administer psilocybin-containing truffles as a food product in the Netherlands, Field Trip also intends to employ medical professionals in its Amsterdam Centre and is operating as an “alternative care provider” under Dutch laws. The table below also includes a summary of the laws applicable to Field Trip’s business that it operates and proposes to operate in Amsterdam.
Regulations relating to Field Trip Health Clinic Operations
Province / State
Medical
Professional
Governing Law
Regulatory Bodies
Ontario
Medical Doctors
Regulated Health Professions Act, 1991 (Ontario) (“RPHA”), Medicine Act, 1991 (Ontario)
College of Physicians and Surgeons of Ontario (“CPSO”)
Psychologists RPHA, Psychology Act, 1991 (Ontario) College of Psychologists of Ontario (“CPO”)
Nurses; Nurse Practitioners
RPHA, Nursing Act, 1991 (Ontario)
College of Nurses of Ontario (“CNO”)
Psychotherapists
RPHA, Psychotherapy Act, 2007 (Ontario)
College of Registered Psychotherapists of Ontario, CPSO, CPO, CNO, College of Occupational Therapists of Ontario, or Ontario College of Social Workers and Social Service Workers
Respiratory therapist
Respiratory Therapy Act, 1991 (Ontario) College of Respiratory Therapists of Ontario
New Brunswick
Medical Doctors
Medical Act
College of Physicians and Surgeons of New Brunswick
Psychologists
Psychologists Act
College of Psychologists of New Brunswick
Counselling Therapists
Licensed Counselling Therapy Act
College of Counselling Therapists of New Brunswick
Nurses; Nurse Practitioners
Nurses Act
Nurses Association of New Brunswick
Licensed Practical Nurses
Licensed Practical Nurses Act
Association of New Brunswick Licensed Practical Nurses
New York
Medical Doctors
State of New York are New York Education Law §§ 6500 – 6516 and 6520 – 6532 and 8 New York Codes, Rules and Regulations (“NYCRR”)
New York State Education Department, Office of the Professions, State Board for Medicine
Psychologists New York Education Law (“NYEL”) §§ 7600 and 8 NY CRR §§ 72.1
New York State Education Department, Office of the Professions (“NYOP”), State Board for Psychology
Psychotherapists
NYEL §§ 8400, 8 NY CRR § 52.35 and 8 NY CRR §§ 79.12.
NYOP, State Board for Mental Health Practitioners
Nurses; Nurse Practitioners
NYEL §§ 6900 and additional regulations that apply only to nurses at NYCRR §§ 64.1.
NYOP, State Board for Nursing
California
Medical Doctors
Business and Professions Code, §2190.5 (“CA BPC”)
Medical Board of California
Naturopathic Doctors CA BPC Naturopathic Medicine Committee
Psychologists CA BPC California Board of Psychology
Clinical Social Workers and Licensed Professional Clinical Counselors
CA BPC California Board of Behavioral Sciences
Nurses; Nurse Practitioners
CA BPC Board of Registered Nursing
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Regulations relating to Field Trip Health Clinic Operations
Province / State
Medical
Professional
Governing Law
Regulatory Bodies
Illinois
Medical Doctors
Medical Practice Act (225 ILCS 60/2)
Illinois Department of Financial and Professional Regulation (“IDFPR”)
Psychologists Clinical Psychologist Licensing Act (225 ILCS 15/) IDFPR
Professional Counselors and Clinical Professional Counselors
Professional Counselor and Clinical Professional Counselor Licensing and Practice Act (225 ILCS 107/1)
IDFPR
Nurses; Nurse Practitioners
Nurse Practice Act (225 ILCS 65/)
IDFPR
Georgia
Medical Doctors
Medical Practice Act, Official Code of Georgia (“OCGA”) §§43-34 and 34A
Georgia Composite Medical Board
Psychologists OCGA Title 43, Chapter 39 Georgia State Board of Examiners of Psychologists
Professional Counselors
OCGA Title 43, Chapters 7A and 10A
Georgia Composite Board of Professional Counselors, Social Workers and Marriage and Family Therapists
Nurses; Nurse Practitioners Nurse Practice Act, OCGA § 43-26 Georgia State Board of Nursing
Texas
Professional Counselor
Texas Occupations Code Chapter 503
Texas Behavioral Health Executive Council (“TBHEC”)
Medical Doctors Texas Occupations Code Chapter 155 and 22 TAC Chapter 163 Texas Medical Board
Psychologists
Texas Occupations Code Chapter 501
TBHEC
Nurses; Nurse Practitioners
Texas Occupations Code Chapter 301
Texas Board of Nursing
Netherlands
Medical Doctors
Individual Healthcare Act (Wet op de Beroepen in de Individuele Gezondheidszor, “BIG”), and if other care is provided, the Healthcare Quality, Complaints and Disputes Act (Wet kwaliteit, klachten en geschillen zorg, “WKKGZ”)
Ministry of Health, Welfare and Sport (Ministerie van Volksgezondheid, Welzijn en Sport, “VWS”), the Inspectorate for Heath and Youth Care (Inspectie gezondheidszorg en jeugd, “IGJ”) and the Royal Dutch Medical Association (Koninklijke Nederlandsche Maatschappij tot bevordering der Geneeskunst)
Health Psychologists
BIG, and if other care is provided, WKKGZ
VWS, IGJ and the Federation of Healthcare psychologists (Federatie van Gezondheidzorgpsychologen en Psychotherapeuten, “FGZPT”)
Psychotherapists
BIG, and if other care is provided, WKKGZ
VWS, IGJ and FGZPT
Certified Nurse Specialist
BIG, and if other care is provided, WKKGZ
VWS, Registration Commission for Nurse Specialists (Registratiecommissie Specialismen Verpleegkunde)
British Columbia
Medical Doctors
Health Professions Act (British Columbia) (“HPA”), Medical Practitioners Regulation
College of Physicians and Surgeons of British Columbia
Psychologists HPA, Psychologists Regulation College of Psychologists of British Columbia
Psychotherapists Unregulated in BC Unregulated in BC
Nurses HPA, Nurses (Registered) and Nurse Practitioners Regulation British Columbia College of Nurses and Midwives
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Regulations relating to Field Trip Health Clinic Operations
Province / State
Medical
Professional
Governing Law
Regulatory Bodies
District of Columbia
Medical Doctors
District of Columbia Official Code Title 3 Chapter 12 subchapters 1-5; Code of D.C. Municipal Regulations Title 17 Chapter 46
The DC Board of Medicine
Psychologists
District of Columbia Official Code Title 3 Chapter 12 subchapters 1-5; Code of D.C. Municipal Regulations Title 17 Chapter 69
The DC Board of Psychology
Professional Counselors
District of Columbia Official Code Title 3 Chapter 12 subchapter 7A; Code of D.C. Municipal Regulations Title 17 Chapter 66
The DC Board of Professional Counseling
Nurses; Nurse Practitioners
The Nurse Practice Act District of Columbia Official Code Title 3 Chapter 12; Code of D.C. Municipal Regulations Title 17 Chapters 54-60
The DC Board of Nursing
Washington
Medical Doctors
Wash. Rev. Code Ann. §§ 18.71.002, et seq.; 18.71B.010, et seq.; Wash. Admin. Code §§ 246-919-421, et seq.
Medical Quality Assurance Commission
Naturopathic Doctors
Wash. Rev. Code Ann. §§18.36A, et seq.; Wash. Admin. Code §§246-836-210, et seq
Board of Naturopathy
Psychologists
Wash. Rev. Code Ann. §§ 18.83.005, et seq.; Wash. Admin. Code §§ 246-924-000, et seq.
Washington Department of Health, Examining Board of Psychology (EBOP)
Mental Health Counselors, Marriage and Family Therapist Wash. Rev. Code Ann. §§ 18.225.005, et seq; Wash. Admin. Code §§ 246-809-000, et seq. Washington Department of Health; Mental Health Counselors, Marriage and Family Therapist and Social Worker Advisory Committee
Nurses; Nurse Practitioners
Wash. Rev. Code Ann. §§ 18.79.010, et seq.; Wash. Admin. Code §§ 246-840-000, et seq.
Washington Department of Health, Nursing Care Quality Assurance Commission
While the treatments that occur at the Clinics are novel in some respects, the prescription of ketamine and the dispensing of ketamine are not novel and are subject to the same restrictions as would apply to any medical professional who prescribes other controlled substances to his or her patients. There are no special licenses, permits, authorizations or approvals required that are different from any other ordinary course approvals required by applicable governmental authorities for any medical clinic. As such, licensed medical practitioners may prescribe ketamine legally in Canada or the U.S. where they believe it will be an effective treatment in their professional judgment. It is Field Trip’s policy never to dictate or influence the professional judgement of our physicians, nurses or other clinical staff in determining the best course of treatment for their patients.
Administration of ketamine as part of the KAP program is performed only following prescription by a licensed physician or by a licensed nurse practitioner or other medical professional and under the supervision of a licensed physician. The Clinics may utilize, in addition to physicians, mid-level practitioners such as physician assistants and nurse practitioners and mental health practitioners such as psychologists and psychotherapists. The exact make-up of staff for each Clinic varies by location and additional professionals and/or administrative staff may also be employed.
In addition to KAP, Field Trip offers several additional programs in North America. The KAP Co-Op program makes KAP available to patients of trained therapists in a package whereby (a) Field Trip facilities and medical professionals provide the ketamine sessions, and (b) third-party therapists provide related integration therapy as part of their ongoing relationship with the patient.
In Canada, the provincial/territorial level of government has authority over the delivery of health care services, including regulating health facilities, administering health insurance plans such as OHIP, distributing prescription drugs within the province, and regulating health professionals such as doctors, psychologists,
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psychotherapists and nurse practitioners. Regulation is generally overseen by various colleges formed for that purpose, such as the College of Physicians and Surgeons of Ontario.
In the U.S., the laws applicable to the Clinics and the conduct of medical professionals therein are at the state level and vary by jurisdiction. Additionally, in the U.S., the Clinics or doctors, as applicable, are also required to have a DEA License to prescribe ketamine. In each state, Field Trip plans to offer KAP, psychotherapy and ancillary mental health services.
As of the date of this Listing Application, to the best of Field Trip’s knowledge, each of the medical professionals working at the Clinics are in good standing with the applicable regulatory body that governs such medical professionals.
Under Field Trip’s business model, there are no state-specific licenses required to (a) operate a mental health clinic prescribing and/or administering ketamine, (b) store and/or administer ketamine, other than those which mirror the CDSA requirements, and (c) operate or provide management services to the Clinics, other than standard filings with the applicable Secretary of State for out-of-state companies, which Field Trip Health USA Inc. (“Field Trip USA”) has obtained in connection with the setup of these locations.
Some states have legislation or policies relating to the “Corporate Practice of Medicine” doctrine (“CPOM”) that govern business relationships between licensed medical professionals and unlicensed individuals or companies. The following states have CPOM legislation: New York, California, Illinois, and Texas. The States of Georgia, Washington, Connecticut and Arizona do not have specific CPOM legislation, but case law or statements by the Attorney General may have established or invoked CPOM doctrine in those states. In order to comply with CPOM, Clinics in these states are owned solely by state-licensed physicians and are organized as physician practices. In such states, Field Trip USA will provide management services to the physician practices that own such Clinics. The relationship between Field Trip USA and the physician practices that it manages are subject to various standards of CPOM, anti-kickback and fee-splitting rules. The District of Columbia does not have a CPOM statute, nor is there clear judicial consideration of CPOM within this jurisdiction. However, Field Trip proposes to organize the Clinics in those jurisdictions as PCs.
Individuals and entities that conduct business in the U.S. health care industry must comply with applicable state and federal anti-kickback laws that limit activities that may be viewed as incentivization or inducement methods. To the best of Field Trip’s knowledge, no medical professionals at the Clinics receive commissions, incentives or other fees, directly or indirectly.
In the Netherlands, Field Trip’s wellness centre expects to make psilocybin-containing truffles available to clients in connection with wellness programs. As noted above, psilocybin-containing truffles are neither prohibited under the Opium Act nor are they approved as a medicine. As such, Field Trip is making the psilocybin-containing truffles available to clients for consumption as a whole, natural food product. As Field Trip employs medical professionals in its business, it has elected to register as an alternative care provider with WKKGZ. In addition to registration, Field Trip has implemented all other procedures required under the WKKGZ for alternative care providers, including treatment, incident reporting and complaint procedure protocols, reporting policies and an employee expertise policy. In the event that the Dutch authorities take the position that therapy with truffles qualifies as “regular care”, or that truffles containing psilocybin qualify as a medicinal product, Field Trip would then need to take steps to comply with local laws applicable to a regular care provider. Should this event occur, Field Trip will evaluate its options in the Netherlands to ensure full compliance with all applicable legislation and regulations.
Field Trip’s business is also governed by laws in Canada, the U.S. and the Netherlands pertaining to the handling, use and protection of personal health information, including the Personal Health Information Protection Act (Ontario), the Health Insurance Portability and Accountability Act of 1996, the Netherlands’ Personal Data Protection Act (Wet Bescherming persoonsgegevens) and similar provincial or state laws. These laws and related regulations grant a number of rights to individuals as to their personal health information and restrict the use and disclosure of such information. Field Trip has in place privacy practices designed to comply with these requirements and ensures that service providers having access to personal health information have entered into agreements that include appropriate protective clauses, including business associate agreements where applicable.
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Field Trip Digital Operations
Field Trip Digital has designed a mobile software application available for both iOS and Android devices (the “Trip App”). The Trip App is designed to provide support to users with a framework and tools for self-directed consciousness expanding activities. The Trip App features mood tracking, personalized music, trip record keeping, guided journaling, voice recording, and mindfulness content. To its knowledge, Field Trip has all licenses required to offer the Trip App.
Field Trip Digital has designed “Portal” a next generation digital health platform for clients participating in psychedelic therapies at the Clinics. Portal connects our patients and therapists with individualized patient journeys and content, along with tools such as mood monitoring, journaling, and activity tracking. To its knowledge, Field Trip has all licenses required for Portal.
Field Trip Training Operations
Field Trip offers courses to medical practitioners interested in learning about KAP. As the Field Trip training division does not issue degrees or professional certifications, its business does not require any specific licensing where it operates. Experiential training is offered through the physician-owned PCs, which are duly licensed to provide medical services.
Field Trip Natural Products Operations
As psilocybin is not included in the Jamaica Drug Act, it is not a controlled or restricted substance in Jamaica and therefore no other specific controls, permits, licenses or authorizations are required to conduct research on psilocybin. The Psilocybin Research conducted at the Jamaica Facility is governed by the Jamaica Ministry of Health (“JMH”), Ethics and Medico-Legal Affairs Panel and by the JMH Standards and Regulation Division, as would any other research conducted in a clinical setting. In addition to GLP and cGMP, research involving human subjects is governed by the JMH Guidelines for the Conduct of Research on Human Subjects. Furthermore, medicines, including natural products, require registration with the JMH prior to importation, distribution and sale in Jamaica, as outlined in the Food and Drugs Act, 1964 (Jamaica).
The Psilocybin Research is not in contravention of local laws in Jamaica and Field Trip previously received a legal opinion from local counsel confirming the same with respect to the Psilocybin Research. Through consultation with local resources and personnel with relevant knowledge and experience, as necessary, in Jamaica, Field Trip is satisfied that all necessary licenses, permits and regulatory approvals have been obtained in order to carry on the business as currently conducted and that such licenses, permits and regulatory approvals that have been obtained are in good standing.
The Psilocybin Research activities rely on its relationship with UWI under the Research Agreement in respect of the Psilocybin Research. UWI is a globally recognized academic institution. The Research Agreement was negotiated at arm’s length, with legal counsel acting on behalf of Field Trip both in Canada and Jamaica, and includes appropriate intellectual property and confidentiality provisions. Psilocybin Research is legal in Jamaica.
Compliance Program
Field Trip oversees and monitors compliance with applicable laws in each jurisdiction in which it operates. In addition to Field Trip’s senior executives and the employees responsible for overseeing compliance, Field Trip has local regulatory/compliance counsel engaged in every jurisdiction (provincial, state and local) in which it operates. The principal medical professional at each Clinic serves as the liaison to provincial, state and/or local governmental authorities. Field Trip has developed protocols for use in all of its Clinics with the goal of ensuring that each of the Clinics’ operations and employees strictly comply with applicable laws and regulations and that operations do not endanger the health, safety or welfare of the community. Additionally, Field Trip has established a team of advisors with cross-functional expertise in business, neuroscience, pharmaceuticals, mental health and psychedelics to advise management.
In conjunction with Field Trip’s human resources and operations departments, Field Trip oversees and implements training on Field Trip’s protocols. Field Trip will continue to work closely with external counsel and other compliance experts, and is evaluating the engagement of one or more independent third-party
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providers to further develop, enhance and improve its compliance and risk management and mitigation processes and procedures in furtherance of continued compliance with the laws of the jurisdictions in which Field Trip operates. The programs currently in place include continued monitoring by executives of Field Trip to ensure that all operations conform to and comply with required laws, regulations and operating procedures. Field Trip further requires that each Clinic and all third parties in which it is engaged with report and disclose all instances of non-compliance, regulatory, administrative, or legal proceedings that may be initiated against them. Field Trip is currently in compliance with the laws and regulations in all jurisdictions and the related licensing framework applicable to its business activities. Additionally, Field Trip has established a PC Advisory Committee with a mandate to provide strategic advice with respect to the structure of clinics as PCs and the protocols for operations of the PCs. Similarly, Field Trip has a medical officer administrator advisory committee with a mandate to provide feedback and advice concerning operations.
Field Trip has developed and continues to refine a compliance program designed to ensure operational and regulatory requirements continue to be satisfied. Field Trip has also put in place an anti-money laundering policy designed to ensure proactive, ongoing steps are taken to create and maintain operations that are conducted in compliance with all applicable AML laws, including in Canada, the U.S. and other jurisdictions. Through its human resources and operations departments, Field Trip oversees and implements training for all employees with respect to Field Trip’s protocols.
Field Trip, prior to the completion of the Arrangement, received legal opinions or advice in each jurisdiction where it operated or proposed to operate (other than jurisdictions where the applicable legislation had not then been created or had not then been passed into law), confirming the permissibility of its operations in such jurisdictions.
Field Trip’s operations are conducted in compliance with local laws where such activities are permissible and either (a) do not require any specific legal or regulatory approvals, or (b) Field Trip has all necessary legal and/or regulatory approvals. See “Item 21 — Risk Factors”.
Three-year History
Prior to the Arrangement, the Clinics Business formed part of the business of Reunion. During this time, 12 Clinics were opened, located in: Toronto (March 4, 2020), New York (August 2020), Santa Monica/Los Angeles Health Centre (September 2020), Chicago Health Centre (December 2020), San Diego (December 2021), Amsterdam (July 2021), Atlanta (January 2021), Houston (May 2021), Seattle (October 2021), Fredericton (October 2021), Washington, DC (January 2022), and Vancouver (January 2022). Prior to the Arrangement, Field Trip Digital also released Trip App in September 2020 and Portal in October 2020. In August 2019, Field Trip entered a letter of intent with UWI, which was subsequently replaced with a definitive research agreement with UWI in April 2020. In October 2020 construction was substantially completed on the Jamaica Facility, and it became fully operational in February 2021. Please see “Item 5 — Description of the Business” for further information.
In October 2021, Reunion commenced a strategic review of its operations to evaluate its then current corporate structure to ensure that each operating segment would be best positioned, optimally resourced, and focused to provide maximum long-term value to all stakeholders.
Pending the outcome of the strategic review, Field Trip implemented a series of operational improvements to increase clinic throughput and create operational efficiencies. As such, Field Trip focused on implementing the improvements in the existing clinics and paused any plans to build clinics. The culmination of the strategic review was the recommendation and approval of the Arrangement, highlighted by the spinout of the Clinics Business as an independent public company and the completion of the Concurrent Financing to fund the ongoing development and operation of the Clinics Business.
Darwin Agreement
In connection with its Jamaica operations, on June 2, 2020, Reunion entered into a share purchase agreement (the “FTNP SPA”) among Darwin, Inc. and FTNP, pursuant to which Reunion agreed to acquire the remaining 22.22% interest in FTNP that it did not already own in exchange for 1,200,000 Pre-Arrangement Shares, issuable on the achievement by FTNP of certain milestones (the “Milestone Shares”). The Milestone
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Shares are issuable as follows: (i) 600,000 Milestone Shares upon FTNP commencing research under the Research Agreement at the Jamaica Facility, which occurred on September 21, 2020; (ii) 150,000 Milestone Shares on June 3, 2021; and (iii) 450,000 Milestone Shares issuable on a prorated quarterly basis over 36 months, commencing on the first calendar quarter following June 3, 2021; provided in each case that the lease for the Jamaica Facility and the Research Agreement have not been terminated. The fair value of the Milestone Shares was determined at the time of the grant on June 3, 2020 using the Black-Scholes pricing model. Shares are issued at market prices on the dates of their issuance.
In connection with the Arrangement, the FTNP SPA was assigned to Field Trip and, consequently, the obligation to issue the remaining 300,000 Milestone Shares is an obligation of Field Trip. The number of Field Trip Shares to be issued to Darwin, Inc. under the FTNP SPA has been adjusted by dividing the number of shares issuable by the conversion ratio of 0.85983356. As such, Field Trip has reserved 348,905 Field Trip Shares for issuance under the FTNP SPA.
The Arrangement
The Arrangement was completed by way of a plan of arrangement pursuant to Section 192 of the CBCA. As a result of the Arrangement, Reunion Shareholders exchanged each Pre-Arrangement Share for one (1) Reunion Share and received 0.85983356 of a Field Trip Share for every one (1) Pre-Arrangement Share. To give effect to the Consolidation, and as the final step in the Arrangement, the Reunion Shares were consolidated by dividing the Reunion Shares issued and outstanding by five. No fractional shares were issued and any fractional shares were rounded down to the nearest whole share.
Pursuant to the Arrangement Agreement, among other things, Reunion distributed 50,035,3087 Field Trip Shares to Reunion Shareholders on a pro rata basis. The Reunion Shareholders approved the Arrangement at the Meeting. Reunion obtained the Final Order with respect to the Arrangement from the Ontario Superior Court of Justice (Commercial List) on June 22, 2022. The Effective Date of the Arrangement was August 11, 2022.
As part of the Arrangement but for greater certainty, prior to giving effect to the Consolidation: (i) all outstanding Reunion Warrants were deemed to be simultaneously amended to entitle each holder of Reunion Warrants to receive, upon due exercise of a Reunion Warrant, one (1) Reunion Share and 0.85983356 of a Field Trip Share; and (ii) all outstanding Reunion Options were exchanged for one Reunion Replacement Option and 0.85983356 of a Field Trip Option. To preserve the economic benefits and tax status of the Reunion Options, as part of the Arrangement, the exercise price of the Reunion Options exchanged were apportioned between the Reunion Replacement Options and the Field Trip Options, after giving effect to the Consolidation. The exercise price payable to Field Trip upon the exercise of a Reunion Warrant or a Field Trip Option will be determined in the manner set forth in “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis”.
Field Trip has applied to list the Field Trip Shares on the TSXV and has received conditional listing approval on August 4, 2022. Listing of the Field Trip Shares will be subject to Field Trip fulfilling all of the listing requirements of the TSXV, of which, there can be no assurance.
Services Agreement
In connection with the Arrangement, Field Trip and Reunion entered into the Shared Services Agreement and the Preferred Services Agreement.
Under the Shared Services Agreement, the parties have agreed to a cost-sharing arrangement that permits Reunion to continue to leverage certain assets and operational staff of Field Trip, including information technology infrastructure, administration and reporting systems, human resources, marketing, IT and financial staff. Additionally, Field Trip or Reunion, as applicable, may continue to operate such systems on behalf of the other company and/or may hold contracts for services or facilities for the benefit of such other company in trust pending their assignment or renegotiation. The term of the Shared Services Agreement is the earlier of: (i) twelve (12) months; and (ii) the date on which no party requires any services thereunder, provided that where a party hold contracts for services or facilities for the benefit of such other company in trust pending their
7
50,055,011 Field Trip Shares after giving effect to the Option Adjustment. See Selected Pro Forma Financial Information.
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assignment or renegotiation the term in relation to such services shall be the date on which the applicable contract is assigned, a new contract is entered into which no longer requires a party to hold such contract in trust, or the applicable contract terminates in accordance with its terms. Costs for the services will be shared proportionally between Field Trip and Reunion. No party will be required to incur any new liabilities in connection with the services provided nor will they be required to perform such services if it becomes impracticable or violates applicable law or contractual arrangements with third parties.
Field Trip and Reunion expect to enter into a Preferred Services Agreement in the period following closing. Under the Preferred Services Agreement, Reunion would be entitled to access the assets and services of Field Trip, such as training in KAP or PAP, surveys or advice from key opinion leaders and subject matter experts on Field Trip’s advisory board or employed by Field Trip, data gathering services (such as survey or polls of clients and clinicians), assistance in identifying candidates for clinical trials, access to de-identified data related to patient outcomes and such other services as are necessary or desirable. It is anticipated that services under the Preferred Services Agreement will be documented in one or more statements of work. The term of the Preferred Services Agreement is expected to be five (5) years and the parties would cooperate in the orderly wind-down of any services in progress at the end of the term. Fees for any services will be based on the fair-market value for such services to be agreed upon in the applicable statement of work. There will be no obligation on any party to enter into a statement of work.
In addition to customary confidentiality and non-solicitation provisions, both the Shared Services Agreement and the Preferred Services Agreement:

will require that any fee payable, plus applicable taxes, be billed on a monthly basis and payment to be made within thirty (30) days of such invoice. Interest will accrue at a rate of 8% per annum for any late payments;

will be subject to earlier termination in the event of a material breach which remains uncured for thirty (30) days following notice of such breach or an act of bankruptcy or insolvency; and

will require that each party indemnify the other party for any losses arising out of or resulting from any third-party claim, suit, action, or proceeding resulting from or arising out of (i) any breach of a party’s obligations under the applicable agreement, (ii) infringement of intellectual property rights of any third party; or (iii) negligence or willful misconduct, provided that, no party’s liability will exceed the aggregate amounts paid or payable to such party in the one-year period preceding the event giving rise to the claim.
Item 6:   Financings
The Concurrent Financing consisted of the non-brokered private placement Share Offering and the “commercially reasonable efforts” brokered private placement Subscription Receipt Offering. All Field Trip securities issued in the Concurrent Financing were issued at a price per security of $0.50 (the “Offering Price”) and on a prospectus exempt basis pursuant to National Instrument 45-106 — Prospectus Exemptions . The net proceeds raised from the Concurrent Financing are expected be used as described under the heading “Principal Purpose” below.
The Share Offering was completed on August 11, 2022. Under the Share Offering, Field Trip issued a total of 35,559,220 Field Trip Shares at the Offering Price, for aggregate gross proceeds of $17,779,610. The subscribers in the Share Offering consisted of Reunion, who subscribed for 19,615,000 Field Trip Shares, and Oasis, who subscribed for 15,944,220 Field Trip Shares. In addition, Field Trip entered into the Investor Rights Agreements, the principal terms of which are described in “Item 15 — Principal Securityholders”. No commissions or finder’s fees were payable in connection with the Share Offering.
The Subscription Receipt Offering was completed on June 29, 2022. Under the Subscription Receipt Offering Field Trip issued a total of 4,200,000 Subscription Receipts at the Offering Price, for aggregate gross proceeds of $2,100,000. The Subscription Receipt Offering was completed pursuant to the Agency Agreement, which contained representations, warranties, covenants and termination provisions that are customary for an offering of this nature. Pursuant to the Agency Agreement, the Agents will receive a cash commission (the “Agents’ Fee”) equal to 6% of the gross proceeds raised in the Subscription Receipt Offering. Field Trip was also required to pay all the reasonable fees of counsel, all reasonable out-of-pocket-expenses and all applicable
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disbursements and tax related to the Subscription Receipt Offering, up to a maximum of $125,000, exclusive of taxes and disbursements (collectively, the “Agents’ Expenses”). The total amounts payable by Field Trip to the Agents in connection with the Subscription Receipt Offering are: (i) $126,000 representing the Agents’ Fee; (ii) $148,864 representing the Agents’ Expenses; and (iii) any other Agents’ Expenses incurred between the closing date of the Subscription Receipt Offering and the Escrow Release Date.
Pursuant to the terms and conditions of the Subscription Receipt Agreement, each Subscription Receipt will be automatically converted into one Field Trip Share upon satisfaction of the Escrow Release Conditions. The gross proceeds of the Subscription Receipt Offering, less 50% of the Agents’ Fee and all of the Agents’ Expenses up to the closing of the Subscription Receipt Offering (the “Escrowed Proceeds”), were delivered to and are being held by the Subscription Receipt Agent in an interest-bearing account (the Escrowed Proceeds, together with all interest and income earned thereon, are referred to herein as the “Escrowed Funds”), pending the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. The balance of the Agents’ Fee any other Agents’ Expenses incurred between the closing date of the Subscription Receipt Offering and the Escrow Release Date will be released from escrow to the Agents and the balance of the Escrowed Funds will be released from escrow to Field Trip upon satisfaction of the following conditions (the “Escrow Release Conditions”):
(a)
the completion, satisfaction or waiver, as the case may be, of all conditions precedent required to complete the Reorganization, pursuant to, and in accordance with, the Arrangement Agreement and the Plan of Arrangement;
(b)
the receipt of all required shareholder, third party (as applicable) and regulatory approvals required to complete the Reorganization, including, the Concurrent Financing and Listing Approval; and
(c)
the completion, satisfaction or waiver, as the case may be, of all conditions precedent required in connection with the Share Offering.
If: the Escrow Release Conditions are not satisfied at or before 4:30 p.m. (Toronto time) on August 31, 2022 (as such deadline may be extended in accordance with the terms of the Subscription Receipt Agreement) or, if prior to such time, Reunion or Field Trip publicly announces that it does not intend to satisfy any one or more of the Escrow Release Conditions (in any case, a termination event, and the date upon which such event occurs), the Subscription Receipts will be null and void and of no further effect, and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate subscription price of the Subscription Receipts held by such holder plus a pro rata portion of any interest and other income earned on the Escrowed Funds, less applicable withholding taxes, if any. Reunion and Field Trip will be jointly and severally responsible and liable to the holders of Subscription Receipts for any shortfall between the aggregate Subscription Price and the Escrowed Funds.
Available Funds & Principal Purposes
The aggregate net proceeds raised in the Concurrent Financing are equal to $19,879,610, representing the gross proceeds of the Concurrent Financing less $2,639,500 in transaction costs, the Agents’ Fee and Agents’ Expenses. The following table sets forth the funds anticipated to be available to Field Trip on a consolidated basis, after giving effect to the Concurrent Financing, including the satisfaction of the Escrow Release Conditions:
Sources
Funds
Negative working capital as at March 31, 2022(1) $ (2,192,104)
Field Trip Health Ltd. Contributions $ 2,192,014
Field Health Ltd. Contributions – Additional(5) $ 2,099,861
Estimated Net Proceeds of the Concurrent Financing(2) $ 15,140,010
Estimated funds of Field Trip upon satisfaction of the Escrow Release Conditions $ 2,100,000
Revenues for the trailing 12 months(3) $ 4,860,129
Promissory note(4) $ 2,500,000
Estimated funds of the Resulting Issuer upon completion of the listing
$
26,700,000
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Notes:
(1)
Being the Carve-Out Field Trip working capital prior to adjustments, as set out in the pro forma consolidated financial statements of Field Trip attached hereto as Schedule D.
(2)
Less a total of $2,639,500, representing $2,364,636 of legal, accounting and consulting fees, the Agents’ Fee of $126,000 and the Agents’ Expenses of $148,864
(3)
Being the Carve-out Field Trip Patient services revenue, as set out in the pro forma consolidated financial statements of Field Trip attached hereto as Schedule D.
(4)
Field Trip has entered into (i) a term sheet with the Bank that, if funded, will make available $3 million at closing of the transaction and (ii) an interest-free, revolving promissory note in favour of the five founders of up to $2.5 million. The founder group promissory note will be cancelled upon finalization of the loan agreements with the Bank. See below for further details.
(5)
Field Trip Health Ltd. will continue to provide additional contributions until the closing date of the transaction.
The aggregate net proceeds of the Concurrent Financing are expected to be sufficient to fund the anticipated expenditures of Field Trip required to achieve its business objectives during the 12-months following Listing:
Principal Purpose
Estimated Amount
General and Administration $ 11,100,000
Occupancy costs $ 3,800,000
Sales and Marketing $ 2,000,000
Patient Services $ 8,800,000
Total Spend
$ 25,700,000
Unallocated Funds
$ 1,000,000
Total: $ 26,700,000
Bank Credit Facility
On July 21, 2022, Field Trip entered into a term sheet with a U.S.-based, tech-focused commercial bank (the “Bank”). Subject to negotiation of definitive documentation, Field Trip has negotiated a credit facility of up to $6.6 million dollars (the “Facility”). Subject to certain covenants, the Facility may be drawn down in two tranches, being $3 million at closing and $3.6 million beginning in the fiscal quarter ending September 30, 2023 if certain performance targets are achieved.
The Facility bears interest at the higher of Canadian Prime plus 2.30% or 6.00%, and the final payment under the Facility shall be 5.00% of the funded amount, due upon the earlier of maturity or termination of the Facility. The Facility shall be interest-only through September 30, 2023, which interest-only period may be automatically extended to February 29, 2024 on achievement of the aforementioned milestones. In all cases the Facility shall amortize in 18 equal payments of principal plus interest following the interest-only period.
Upon closing and subject to approval of the TSXV and compliance with its policies, Field Trip shall grant the Bank a warrant to purchase Field Trip Shares equal to 2.0% of the amount of the Facility divided by the lower of the trailing 10-day average share price prior to closing and the share price on the day immediately prior to closing.
Closing of the Facility is subject to customary conditions including completion of satisfactory due diligence by the Bank and the negotiation of definitive loan documentation. No assurances are given as to the ultimate terms or timing of funding, or whether the Facility is completed at all.
Founder Group Credit Note
On July 25, 2022, Field Trip made a revolving promissory note (the “Founder Credit Note”) in favour of the five founders of Field Trip Health Ltd. or companies owned or controlled by them (the “Founder Group”). Under the Founder Credit Note, the Founder Group has made a credit facility of up to $2.5 million available to Field Trip to fund working capital. The Founder Credit Note may be drawn down at Field Trip’s discretion subject to certain conditions being met and only after 6 months have elapsed from the listing of the Field Trip Shares on the TSXV. The Founder Credit Note bears no interest and will be available to Field Trip until the
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earlier of (i) Field Trip entering into a third-party credit facility with the Bank or another creditor, or (ii) one year from the listing of the Field Trip Shares on the TSXV.
Business Objectives
Field Trip expects to continue operating Clinics offering PAT, offering digital tool through Field Trip Digital and conducting botanical research through FTNP. Field Trip further expects to continue refining and developing its operations with a view to increasing patient flow and treatment offerings, improving patient experience and efficiency within its operations.
In addition to client-facing marketing, Field Trip is focusing on professional referrals through a reallocation of existing staffing and marketing efforts to focus on professional education services and programs that complement traditional treatment and/or that may qualify for insurance reimbursement. Additionally, Field Trip continues to develop treatment protocols with a view to expanding its offering to include conditions such as substance use disorders, postpartum depression, couples and marital therapy to diversify its client base.
As announced in May 2022, Field Trip At Home is acting as a distributor for ketamine at home services offered through its partner, Nue Life. This offering further expands Field Trip’s client base to include persons unable to attend its Health Centres and reduces barriers for persons who are unable to afford in-clinic treatments. Field Trip expects to continue to invest in creating awareness for this program and to evolve and/or expand the offering in partnership with Nue Life to make it a unique and differentiated treatment option.
Although Field Trip has not budgeted any material revenues from its digital offerings, it continues to develop them as these tools will play an increasing role in the Field Trip ecosystem, both as a marketing tool and as a means to build community and brand awareness around the Field Trip offering.
Item 7:   Dividends and Other Distributions
Field Trip has not paid dividends since its incorporation nor will it prior to Listing. Field Trip currently intends to retain all available funds, if any, for use in its business and does not anticipate paying any dividends for the foreseeable future. Field Trip is not aware of any restrictions that could prevent it from paying dividends. See “Item 21 — Risk Factors”.
Item 8:   Management’s Discussion and Analysis
The Carve-Out Management Discussion and Analysis of Field Trip (referred to as SpinCo therein) for the years ended March 31, 2022 and March 31, 2021 is included in this Listing Application as Schedule C.
Item 9:   Disclosure of Outstanding Security Data on Fully Diluted Basis
Field Trip is seeking to list the Field Trip Shares on the TSXV. The authorized capital of Field Trip consists of an unlimited number of common shares. As of the date of this Listing Application, it is anticipated that on Listing there will be: (i) 89,794,5288 Field Trip Shares outstanding (including, for greater certainty, the conversion of the 4,366,745 Subscription Receipts issued in the Subscription Receipt Offering into the same number of Field Trip Shares upon satisfaction of the Escrow Release Conditions); (ii) 4,323,666 Field Trip Shares reserved for issuance on exercise of Field Trip Options; and (iii) 348,905 Field Trip Shares for issuance under the FTNP SPA; and (iv) 200,000 Field Trip Shares reserved for issuance in connection with options anticipated to be granted to Field Trip’s independent directors shortly following listing, (v) 174,450 Field Trip Shares reserved for issuance in connection with options issuable on certain milestones under employment, personal services or service agreements, and (vi) 1,039,751 Field Trip Shares reserved for issuance in connection with outstanding broker and advisory warrants. See “Item 6 — Financing” and “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis”.
The Field Trip Board has adopted the Field Trip Incentive Plan, which was also approved by shareholders of Field Trip Health Ltd. at the special meeting of shareholders that occurred on June 27, 2022. It is anticipated that the Board of Directors of Field Trip shall adopt the plan immediately prior to listing of its common
8
89,814,231 Field Trip Shares after giving effect to the Option Adjustment. See Selected Pro Forma Financial Information.
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shares on the TSXV. The purpose of the Field Trip Incentive Plan is to allow Field Trip to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of Field Trip. The granting of such options is intended to align the interests of such persons with that of the shareholders. Other than Field Trip Options issued under the Arrangement, no stock options have been granted under the Field Trip Incentive Plan or otherwise since incorporation. As the date hereof, there is no current market for the Field Trip Shares. As such, the market value of the Field Trip Shares underlying the Field Trip Options has not been determined.
Option Treatment
Pursuant the Arrangement, each Reunion Option to acquire one (1) Pre-Arrangement Share outstanding immediately prior to the Arrangement were deemed to be surrendered and transferred by the holder to Reunion (free and clear of any encumbrances) and exchanged for cancellation for the sole consideration of, one (1) Reunion Replacement Option to acquire one (1) Reunion Share having an exercise price (rounded up to the nearest cent) equal to the exercise price of the Reunion Option so exchanged immediately before the exchange of such Field Trip Option multiplied by the proportion which the two day volume-weighted average trading price of a Reunion Share on the TSX on the first two trading days upon which the Reunion Shares trade on the TSX following the Effective Date is of the aggregate of the two day volume-weighted average trading price of a Reunion Share and Field Trip Share on the TSX or TSXV, as applicable, on the first two trading days upon which the Reunion Share and Field Trip Share trade on the TSX or TSXV, as applicable, following the Effective Date; and 0.85983356 of a Field Trip Option, with each whole Field Trip Option entitling the holder thereof to acquire one (1) Field Trip Share having an exercise price (rounded up to the nearest cent) equal to the exercise price of the Field Trip Option so exchanged immediately before the exchange of such Reunion Option multiplied by the proportion which the two day volume-weighted average trading price of a Field Trip Share on the TSXV on the first two trading days upon which the Field Trip Shares trade on the TSXV following the Effective Date is of the aggregate of the two day volume-weighted average trading price of a Reunion Share and Field Trip Share on the TSX or TSXV, as applicable, on the first two trading days upon which the Reunion Shares and SpinCo Shares trade on the TSX or TSXV, as applicable following the Effective Date, provided that, for greater certainty:
(a)
the exercise prices for such Reunion Replacement Option and Field Trip Option shall be adjusted to the extent required to ensure that (A) neither the aggregate In-the-Money Amount nor the aggregate Option Spread of the Reunion Replacement Option and 0.85983356 of the Field Trip Option immediately after the exchange exceeds the In-the-Money-Amount and Option Spread of the Reunion Option so exchanged immediately before the exchange of such Reunion Option and (B) solely in the case of holders who are U.S. taxpayers, the ratio of the exercise price to the Fair Market Value of the Reunion Share or Field Trip Share, as applicable, is not more favorable to the holder than the ratio of the exercise price to the Fair Market Value of a Reunion Share immediately prior to the Effective Time;
(b)
no Reunion Replacement Option or Field Trip Option will be exercisable until after the date that is after five trading days following the date the Reunion Shares appear on the TSX’s publicly disseminated trading list; and
(c)
Reunion Replacement Options (and, any new options of Reunion granted thereafter) will continue to be governed by Reunion’s incentive plan, and Field Trip Options shall be governed by the Field Trip Incentive Plan.
It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Reunion Options and that, in the case of a holder subject to U.S. federal income taxation, such exchange also satisfy the relevant requirements of Section 409A or 424 of the U.S. Internal Revenue Code of 1986, as amended, and corresponding U.S. Treasury Regulations. Therefore, in the event that the aggregate In-the-Money Amount in respect of a Reunion Replacement Option and 0.85983356 of a Field Trip Option immediately after the exchange exceeds the Reunion Option In-the-Money Amount in respect of the Reunion Option so exchanged immediately before the exchange, the exercise price of the Reunion Replacement Option and/or the Field Trip Option will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate of the Reunion Replacement Option In-the-Money Amount and the Field Trip In-the-Money Amount does not exceed the In-the-Money Amount in respect of the Reunion Option.
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Warrant Treatment
As part of the Plan of Arrangement, each Reunion Warrant was deemed to be amended such that it entitles the holder thereof to receive, upon the exercise thereof following the Effective Time, one Reunion Share and 0.85983356 of a Field Trip Share for the original exercise price, provided that such exercise price shall be further adjusted to give effect to the Consolidation. The treatment of the Reunion Warrants in connection with the Arrangement is being effected in accordance with the certificates representing the Reunion Warrants. No fractional shares shall be issued on the exercise of Reunion Warrants and any fractional amount shall be rounded down to the nearest whole share.
Pursuant to the Arrangement Agreement, the aggregate exercise price received on the exercise of a Reunion Warrant (which, for certainty, will be adjusted for the Consolidation as described above and rounded up to the nearest whole cent) will be apportioned to each of Reunion and Field Trip pursuant to the following formulas:
Field Trip’s Portion of Exercise Price (for each whole Field Trip Share Issued):
[MISSING IMAGE: tm2222682d1-eg_warrantbw.jpg]
Reunion’s Portion of Exercise Price (for each whole Reunion Share Issued; Post-Consolidation)
Aggregate Exercise Price of Pre-Arrangement Reunion Warrant — Field Trip’s Portion of Exercise Price
Notes:
(1)
FMV of SpinCo Share” means the two day volume weighted average trading price of the SpinCo Shares for the first two days of trading on the TSXV following closing of the Arrangement.
(2)
FMV of Reunion Share” means the two day volume weighted average trading price of the Reunion Shares for the first two days of trading on the TSX following closing of the Arrangement.
See “Listing of Securities” for details of Field Trip Options are issued and outstanding under the Field Trip Incentive Plan and Field Trip Shares are issuable upon the exercise of the Reunion Warrants as of the date of this Listing Application.
Item 10:   Description of Securities to be Listed
Field Trip is authorized to issue an unlimited number of Field Trip Shares. The holders of Field Trip Shares are entitled to one vote per share at all meetings of shareholders. The Field Trip Shares are also entitled to dividends, if and when declared by the Board, and to the distribution of the residual assets of Field Trip in the event of the liquidation, dissolution or winding-up of Field Trip. Field Trip Shares are not subject to any future call or assessment and do not have any pre-emptive, conversion or redemption rights. The Field Trip Shares have no restrictions on transfer other than as described under the heading “Item 14 — Escrowed Securities and Securities Subject to Restriction on Transfer”.
An application has been made to the TSXV for the listing of the Field Trip Shares on the TSXV under the symbol “FTHW”. It is anticipated that Field Trip will meet the TSXV requirements and be listed as Tier 2 issuer under TSXV policies. There can be no assurances as to if, or when, the Field Trip Shares will be listed or traded on the TSXV, or any other stock exchange. As at the date of the Listing Application, there is no market through which the Field Trip Shares may be sold and shareholders may not be able to resell the Field Trip Shares. This may affect the pricing of the Field Trip Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Field Trip Shares, and the extent of issuer regulation.
Item 11:   Consolidated Capitalization
Field Trip has not completed a financial year. There have not been any material changes in the share and loan capital of Field Trip since the date of incorporation other than the securities distributed and issuable in connection with the Arrangement and the securities issued in the Concurrent Financing as described in this Listing Application. See “Item 9 — Disclosure of Outstanding Security Data on Fully-Diluted Basis” which sets forth the anticipated consolidated capitalization upon Listing.
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Item 12:   Equity Incentive Plan
The Board has adopted the Field Trip Incentive Plan, which was approved and adopted by the Reunion Shareholders (who, upon completion of the Arrangement, became Field Trip Shareholders) at the Meeting, at which the Arrangement was approved. The Field Trip Incentive Plan was established to attract and retain employees, consultants, officers or directors to Field Trip and to motivate them to advance the interests of Field Trip by affording them with the opportunity to acquire an equity interest in Field Trip. The Field Trip Incentive Plan is a “rolling up to 10% and fixed up to 10%” Security Based Compensation Plan, as defined in Policy 4.4 — Security Based Compensation of the TSXV. The following information is intended as a brief description of the Field Trip Incentive Plan and is qualified in its entirety by the full text of the Field Trip Incentive Plan attached as Schedule G to this Listing Application.
Administration of the Field Trip Incentive Plan
The Field Trip Incentive Plan will be administered by the Field Trip Board, which shall have full authority to administer the Field Trip Incentive Plan, including the authority to: (i) grant Awards to Eligible Participants (as defined below); (ii) determine the exercise price, performance period, performance vesting conditions, vesting schedule, term, limitations, intended tax treatment, restrictions and conditions applicable to Awards; (iii) interpret, administer and construe the Field Trip Incentive Plan; (iv) subject to the rules of the TSXV, waive or amend any vesting conditions (including performance vesting conditions) or vesting schedule; (v) establish, amend and rescind any rules and regulations relating to the Field Trip Incentive Plan; and (vi) make any other determinations that the Field Trip Board deems necessary or desirable for the administration of the Field Trip Incentive Plan; subject to compliance with regulatory and stock exchange requirements.
The Field Trip Board may correct any defect or supply any omission or reconcile any inconsistency in the Field Trip Incentive Plan, in the manner and to the extent the Field Trip Board deems, in its discretion, necessary or desirable. All actions taken and all interpretations and determinations made by the Field Trip Board in good faith shall be final and conclusive and shall be binding on each director, officer, employee and consultant of Field Trip or its affiliates that holds an Award (collectively, the “Participants”) and Field Trip.
All of the powers exercisable under the Field Trip Incentive Plan by the Field Trip Board may, to the extent permitted by applicable law, be exercised by a committee of the Field Trip Board comprised of not fewer than three directors of Field Trip who shall satisfy such additional securities law and exchange-rule requirements as may be determined by the Field Trip Board from time to time.
Eligibility
Any director, officer, employee or consultant of Field Trip or any of its affiliates (collectively, “Eligible Participants”) is eligible to participate in the Field Trip Incentive Plan. The extent to which any Eligible Participant is entitled to receive a grant of an Award pursuant to the Field Trip Incentive Plan will be determined in the sole and absolute discretion of the Field Trip Board. Notwithstanding the foregoing, directors of Field Trip shall not be eligible to receive PSUs, and Persons conducting Investor Relations Activities, as defined in Policy 1.1 of the rules and policies of the TSXV, shall not be eligible to receive Share Units.
Field Trip Shares Subject to the Field Trip Incentive Plan
The Field Trip Incentive Plan is a “rolling up to 10% and fixed up to 10%” Security Based Compensation Plan, as defined in Policy 4.4 — Security Based Compensation of the TSXV. The Field Trip Incentive Plan is: (a) a “rolling” plan pursuant to which the number of Field Trip Shares that are issuable pursuant to the exercise of Field Trip Options granted thereunder shall not exceed 10% of the issued Field Trip Shares as at the date of any Field Trip Option grant; and (b) a “fixed” plan under which the number of Field Trip Shares that are issuable pursuant to all Awards other than Field Trip Options granted thereunder, in aggregate, is a maximum of 10% of the issued Field Trip Shares as at the effective date of implementation of the Field Trip Incentive Plan, which shall be the first date, if any, on which the Field Trip Shares commence trading on the TSXV. In addition to the foregoing limits, the Field Trip Incentive Plan provides that no more than 8,000,000 Field Trip Shares shall be issuable pursuant to Incentive Field Trip Stock Options.
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Field Trip Shares covered by Awards which have been settled will be available for subsequent grant under the Field Trip Incentive Plan, and the number of Field Trip Options that may be granted under the Field Trip Incentive Plan increases if the total number of issued and outstanding Field Trip Shares increases. As such, the Field Trip Incentive Plan must be approved by the majority of Field Trip’s Board and Field Trip Shareholders annually following its adoption pursuant to the requirements of the TSXV.
Limits on Issuance
The aggregate number of Field Trip Shares: (a) issued to Consultants (as defined in the Field Trip Incentive Plan) within any one-year period, under all of Field Trip’s security based compensation arrangements may not exceed 2% of Field Trip’s total issued and outstanding Field Trip Shares as at the time of grant; (b) issued to any one individual within any one-year period, under all of Field Trip’s security based compensation arrangements may not exceed 5% of Field Trip’s total issued and outstanding Field Trip Shares, as at the time of grant, unless disinterested shareholder approval has been obtained; (c) issued to Persons employed to provide investor relations services within any one-year period, under all of Field Trip’s security based compensation arrangements, may not exceed 2% of Field Trip’s total issued and outstanding Field Trip Shares as at the time of grant; (d) issuable to Insiders (as defined in the Field Trip Incentive Plan) at any time under all of Field Trip’s security based compensation arrangements may not exceed 10% of Field Trip’s total issued and outstanding Field Trip Shares, as at the time of grant, unless disinterested shareholder approval has been obtained; and (e) issued to Insiders within any one-year period, under all of Field Trip’s security based compensation arrangements may not exceed 10% of Field Trip’s total issued and outstanding Field Trip Shares, unless disinterested shareholder approval has been obtained.
Additional Limitations
In addition to the foregoing, the Plan is subject to the following additional restrictions: (i) all Awards are non-assignable and non-transferable; (ii) the maximum aggregate number of Field Trip Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) shall not exceed 10% of the Issued Shares at any point in time (unless Field Trip has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4); (iii) the maximum aggregate number of Field Trip Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the Field Trip Shares, calculated as at the date any Award is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4); (iv) the maximum aggregate number of Field Trip Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under Policy 4.4, any Companies that are wholly owned by that Person) shall not exceed 5% of the Issued Shares, calculated as at the date any Award is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to section 5.3 of Policy 4.4); (v) the maximum aggregate number of Field Trip Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Consultant shall not exceed 2% of the Field Trip Shares, calculated as at the date any Award is granted or issued to the Consultant; and (vi) Persons conducting Investor Relations Activities may not receive any Award other than Options.
Types of Awards
The Field Trip Incentive Plan provides for the grant of Field Trip Options and Share Units. All of the Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Field Trip Board, in its sole discretion, subject to such limitations provided in the Field Trip Incentive Plan, and will generally be evidenced by an Award Agreement (as defined in the Field Trip Incentive Plan). In addition, subject to the limitations provided in the Field Trip Incentive Plan and in accordance with applicable law, the Field Trip Board may accelerate or defer the vesting of Awards, modify outstanding Awards, and waive any condition imposed with respect to Awards or Field Trip Shares issued pursuant to Awards.
Stock Options
A Field Trip Option entitles a holder thereof to purchase a prescribed number of Field Trip Shares from treasury at an exercise price set at the time of the grant. The Field Trip Board will establish the exercise price
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at the time each Field Trip Option is granted, which exercise price must in all cases not be less than the Discounted Market Price, as defined in Policy 1.1 of the rules and policies of the TSXV. If Field Trip does not issue a news release to announce the grant and the exercise price of a Field Trip Option, the Discounted Market Price is the last closing price of the Field Trip Shares before the date of grant of the Field Trip Option less the applicable discount.
Subject to the provisions set forth in the Field Trip Incentive Plan and any shareholder or regulatory approval which may be required, the Field Trip Board shall, from time to time, in its sole discretion, (i) designate the Eligible Participants who may receive Field Trip Options under the Field Trip Incentive Plan, (ii) fix the number of Field Trip Options, if any, to be granted to each Eligible Participant and the date or dates on which such Field Trip Options shall be granted, and (iii) determine the relevant vesting provisions (including performance criteria, if applicable) and the option term, which shall not be more than ten years from the date the Field Trip Option is granted.
Field Trip Options issued to any Person retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months such that: (a) no more than 14 of the Field Trip Options vest no sooner than three months after the Field Trip Options were granted; (b) no more than another 14 of the Field Trip Options vest no sooner than six months after the Field Trip Options were granted; (c) no more than another 14 of the Field Trip Options vest no sooner than nine months after the Field Trip Options were granted; and (d) no more than another 14 of the Field Trip Options vest no sooner than 12 months after the Field Trip Options were granted.
Subject to the approval of the Field Trip Board, and if permitted by applicable law and TSXV policies, a Participant may exercise any Field Trip Option(s) by delivering a notice in a form satisfactory to Field Trip, electing to exercise such Field Trip Option(s) by means of:
(a)
a cashless exercise (a “Cashless Exercise”) mechanism, whereby Field Trip has an arrangement with a brokerage firm pursuant to which the brokerage firm:
(i)
agrees to loan money to a Participant to purchase the Field Trip Shares underlying the Field Trip Options to be exercised by the Participant;
(ii)
then sells a sufficient number of Field Trip Shares to cover the exercise price of the Field Trip Options in order to repay the loan made to the Participant; and
(iii)
receives an equivalent number of Field Trip Shares from the exercise of the Field Trip Options and the Participant receives the balance of Field Trip Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Field Trip Shares (or in such other portion of Field Trip Shares and cash as the broker and Participant may otherwise agree); or
(b)
a net exercise (a “Net Exercise”) mechanism, whereby Field Trip Options, excluding Field Trip Options held by any Person conducting Investor Relations Activities, are exercised without the Participant making any cash payment so Field Trip does not receive any cash from the exercise of the subject Field Trip Options, and instead the Participant receives only the number of underlying Field Trip Shares that is equal to the quotient obtained by dividing:
(i)
the product of the number of Field Trip Options being exercised multiplied by the difference between the volume-weighted average trading price of the underlying Field Trip Shares and the exercise price of the subject Field Trip Options; by
(ii)
the volume-weighted average trading price of the underlying Field Trip Shares; or
(c)
any combination of the foregoing.
Field Trip may at any time or from time to time grant Field Trip Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.
Share Units
A “Share Unit” is an Award in the nature of a bonus for services rendered in the year of grant, that, upon settlement, entitles the recipient to receive a Field Trip Share subject to such restrictions and conditions on
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vesting as the Field Trip Board may determine at the time of grant. Restrictions and conditions on vesting of the Share Units, may, without limitation, be based on the passage of time during continued employment or other service relationship (typically in respect of an RSU) the achievement of specified performance criteria (typically in respect of a PSU), or both. The Field Trip Board shall, from time to time, in its sole discretion, (i) designate the Eligible Participants who may receive Share Units under the Field Trip Incentive Plan, (ii) fix the number of Share Units, if any, to be granted to each Eligible Participant and the date or dates on which such Share Units shall be granted, (iii) determine the relevant conditions, vesting provisions (including the applicable performance period and performance criteria, if any) and the period between the date of grant of such Share Units and the latest vesting date in respect of any portion of such Share Units of such Share Units, and (iv) any other terms and conditions applicable to the granted Share Units. Notwithstanding the foregoing, no Share Units issued to a Participant may vest before the date that is one year following the date they are granted.
Subject to the vesting and other conditions and provisions in the Field Trip Incentive Plan and in the applicable Award Agreement, each Share Unit entitles the holder thereof to receive, on settlement, the number of Field Trip Shares that is equal to the number of vested Share Units held by the Eligible Participant as at the vesting date (rounded down to the nearest whole number), as fully paid and non-assessable Field Trip Shares (net of Field Trip Shares withheld to satisfy any applicable withholding taxes).
Dividend Equivalents
When regular dividends (other than stock dividends) are paid on Field Trip Shares, additional Share Units (“Dividend Share Units”) shall be credited to a Participant’s Share Unit Account (as defined in the Field Trip Incentive Plan) as of the dividend payment date. The number of Dividend Share Units to be credited to the Participant’s Share Unit Account shall be determined by multiplying the aggregate number of Share Units held by the Participant on the relevant record date by the amount of the dividend paid by Field Trip on each Field Trip Share, and dividing the result by the Fair Market Value (as defined in the Field Trip Incentive Plan) on the dividend payment date, which Dividend Share Units shall be in the form of either RSUs or PSUs, as applicable. Dividend Share Units credited to a Participant’s Share Unit Account will be subject to the same vesting and settlement conditions applicable to the related RSUs or PSUs. Field Trip shall be permitted to settle any Dividend Share Units issued under the Field Trip Incentive Plan in cash, and any cash payments made to a Participant in respect of Dividend Share Units shall be calculated by multiplying the number of Dividend Share Units to be redeemed for cash by the Fair Market Value per Field Trip Share as at the settlement date.
Incentive Field Trip Stock Options
Field Trip Options granted under the Field Trip Incentive Plan to U.S. taxpayers may be qualified as “incentive stock options” under Section 422 of the Code (“Incentive Field Trip Stock Options”). Each Incentive Field Trip Stock Option shall be designated in the Award Agreement as either an Incentive Field Trip Stock Option or a Non-Qualified Stock Option, as defined in the Field Trip Incentive Plan. Field Trip shall not be liable to any Participant or to any other Person if it is determined that a Field Trip Option intended to be an Incentive Field Trip Stock Option does not qualify as an Incentive Field Trip Stock Option. No Incentive Field Trip Stock Option shall be granted more than 10 years from the date the Field Trip Incentive Plan is adopted or the date the Field Trip Incentive Plan is approved by shareholders, whichever is earlier, and no Incentive Field Trip Stock Options granted under the Field Trip Incentive Plan may be exercised until the Field Trip Incentive Plan is approved by Field Trip Shareholders, and if such approval is not obtained within 12 months after the date of the Field Trip Board’s adoption of the Field Trip Incentive Plan, all Incentive Field Trip Stock Options previously granted shall terminate for no consideration and shall cease to be outstanding, and, further, the Field Trip Board shall obtain shareholder approval within 12 months before or after any material amendment to the Field Trip Incentive Plan.
Black-out Periods
If a Field Trip Option expires during a routine or special trading blackout period imposed by Field Trip to restrict trades in Field Trip’s securities, then, subject to certain exceptions, the Field Trip Option may be extended for a period no later than ten business days after the expiration of the blackout period (the “Blackout
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Extension Date”). Notwithstanding the foregoing, the Blackout Extension Date shall be available (a) only when the routine or special trading blackout period is self-imposed by Field Trip, and (b) applies to all Participants, under the same terms and conditions. For greater certainty, the Field Trip Board does not have discretion to extend the Blackout Extension Date beyond ten business days after the expiration of the blackout period.
Expiry Date of Awards
While the Field Trip Incentive Plan does not stipulate a specific term for Awards granted thereunder, (a) the expiry date of a Field Trip Option may not be more than 10 years from its date of grant, and (b) the settlement date of a Share Unit may not be later than December 31 of the third year from its date of grant, except, in each case, where an expiry date would have fallen within a blackout period of Field Trip. All Awards must vest and settle in accordance with the provisions of the Field Trip Incentive Plan and any applicable Award Agreement, which Award Agreement may include an expiry date for a specific Award.
Cash Settlement for Share Units
In the event that the limits and restrictions set forth in the Plan prevent Field Trip from satisfying its obligations under any RSUs, PSUs or Dividend Share Units, or Field Trip elects, in its sole and absolute discretion, Field Trip shall be permitted to settle any RSUs, PSUs or Dividend Share Units issued under this Plan in cash. Any cash payments made to a Participant in respect of Dividend Share Units shall be calculated by multiplying the number of RSUs, PSUs or Dividend Share Units to be redeemed for cash by the Fair Market Value per Field Trip Share as at the settlement date.
Termination of Employment or Services
Field Trip Options
Field Trip Options that are not vested as of the Participant’s Termination Date for any reason shall automatically terminate on the Termination Date. Where “Termination Date” means: (i) in respect of a Participant who is a director or consultant of Field Trip or its affiliates, the date the Participant ceases to be a director or consultant for any reason, as applicable; and (ii) in respect of a Participant who is an employee or officer of Field Trip or its affiliates, the Participant’s last day of active employment with his or her employer (other than in connection with the Participant’s transfer of employment to an affiliate of his or her employer); in each case, regardless of whether the Participant’s employment or engagement with Field Trip or any of its affiliates is terminated with or without cause, with or without notice, lawfully or unlawfully, and does not include any period of statutory, contractual, common law, civil law or other notice of termination of employment or engagement or any period of salary continuance, severance or deemed employment or other periods of time in respect of which damages are paid or payable to the Participant in respect of the termination of employment or engagement, whether pursuant to an employment agreement, service agreement or other agreement or at law.
In the event a Participant ceases to be an employee, officer, director or consultant of Field Trip or any of its affiliates other than as a result of a termination for cause or the Participant’s death, then unless otherwise provided in the applicable resolution authorizing the grant of such Field Trip Options, the Participant may, within 90 days after the Participant’s Termination Date, or such shorter period as is remaining in the term of the Field Trip Options, exercise the Participant’s vested Field Trip Options in accordance with the Field Trip Incentive Plan. At the end of such 90-day period or such shorter period as is remaining in the term of the Field Trip Options, the unexercised Field Trip Options shall automatically terminate, be forfeited for no consideration and be of no further force or effect.
In the event a Participant ceases to be an employee, officer, director or consultant of Field Trip or any of its affiliates as a result of the Participant’s death, then unless otherwise provided in the applicable resolution authorizing the grant of such Field Trip Options, the legal representative of the Participant’s estate may, within one year after the Participant’s Termination Date, or such shorter period as is remaining in the term of the Field Trip Options, exercise the Participant’s vested Field Trip Options in accordance with the Field Trip Incentive Plan. At the end of such one-year period or such shorter period as is remaining in the term of the
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Field Trip Options, the unexercised Field Trip Options shall automatically terminate, be forfeited for no consideration and be of no further force or effect.
In the event a Participant ceases to be an employee, officer, director or consultant of Field Trip or any of its affiliates as a result of being terminated for cause, all Field Trip Options that are held by such Participant, whether vested or unvested, shall automatically terminate on the Termination Date.
Share Units
Share Units that are not vested as of the Participant’s Termination Date for any reason, other than by reason of death or disability, shall automatically terminate on the Termination Date.
In the event a Participant ceases to be an employee, officer, director or consultant of Field Trip or any of its affiliates other than as a result of a termination for cause, then any vested Share Units in the Participant’s Share Unit Account on the Termination Date shall be settled as soon as practicable following the Termination Date, and within 12-months of the Termination Date in accordance with the Field Trip Incentive Plan.
In the event a Participant ceases to be an employee, officer, director or consultant of Field Trip or any of its affiliates as a result of being terminated for cause, all Share Units that are held by such Participant, whether vested or unvested, shall automatically terminate on the Termination Date.
In the event a Participant ceases to be an employee, director or consultant of Field Trip as a result of death or disability, Share Units that are not vested as of the Participant’s Termination Date shall be deemed to vest on the Termination Date and must be settled within 12 months of such the Participant’s Termination Date: (i) in the case of RSUs, in the proportion that the time a Participant was an employee, officer, director or consultant during the particular vesting period, as provided in the applicable agreement, is of the entire time of the particular vesting period, as provided in the applicable agreement; and, (ii) in the case of PSUs, in the same proportion that performance vesting conditions in respect of a particular performance period have been achieved by the employee or consultant, as the case may be, is of all of the performance vesting conditions in respect of a particular performance period, as provided in the applicable agreement.
In the event a Participant ceases to be an employee, director or consultant of Field Trip as a result of death and unless otherwise provided in the applicable grant resolution, the legal representative of the Participant’s estate may, within one year after the Participant’s Termination Date make a claim for any vested Share Units. At the end of such one-year period, any claim to such vested Share Units shall automatically terminate, be forfeited for no consideration and be of no further force or effect and, except as may be required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant’s estate in respect thereof as compensation, damages or otherwise.
Incentive Field Trip Stock Options
In the event a Participant ceases to be an employee, officer, director or consultant of Field Trip or any of its affiliates other than by reason of death, all Incentive Field Trip Stock Options that are held by such Participant shall be eligible for treatment as such only if exercised (i) no later than 12 months following such termination if due to Disability, as defined under Section 22(e)(3) of the Code, or (ii) no later than three months following such termination if due to any other reason.
U.S. taxpayers that are holders of Incentive Field Trip Stock Options agree to notify Field Trip in writing promptly after the U.S. taxpayer disposes of any Field Trip Shares acquired pursuant to the exercise of such Field Trip Options if the disposition occurs on or before the later of (a) the second anniversary of the grant date and (b) the first anniversary of the exercise of the Field Trip Option (or the first anniversary of the date of vesting of such Field Trip Option-acquired Field Trip Shares, if initially subject to a substantial risk of forfeiture), such notification to include the date and terms of the disposition and such other information as Field Trip may reasonably require. The following shall be prohibited with respect to an Incentive Field Trip Stock Option absent disclosure of potential U.S. federal income tax consequences to the Participant affected thereby: (i) Net Exercise (pursuant to “Stock Options” above); (ii) exercise while unvested; and (iii) modification of an outstanding Incentive Field Trip Stock Option in such a manner as would provide an additional benefit to the holder, including a reduction of the exercise price or extension of the Field Trip Option expiration date.
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Change of Control
Under the Field Trip Incentive Plan, in the event of a potential Change in Control (as defined below), except as otherwise provided in the applicable resolution granting an Award, the Field Trip Board shall provide for the treatment of each outstanding Award as it determines in its sole discretion, which treatment need not be uniform for all Participants and/or Awards and which may include, without limitation, one or more of the following:
(a)
(i)   continuation of such Awards, or
(ii)   conversion of such Awards into, or substitution or replacement of such Awards with, an award with respect to shares of the successor corporation (or a parent or subsidiary thereof) with substantially equivalent terms and value as such Awards (which value as of immediately following such Change in Control shall not exceed the intrinsic value of any such Field Trip Option as of immediately prior to such Change in Control), effected in accordance with Sections 409A and 424 of the U.S. Internal Revenue Code of 1986 to the extent applicable; and/or
(b)
acceleration of the vesting and the right to exercise such Field Trip Option or settle such Share Unit as of immediately, or during a specified period, prior to such Change in Control, and the termination of such Field Trip Option to the extent such Field Trip Option is not timely exercised. If the Change in Control is not completed within the time specified therein (as the same may be extended), the Awards which vest pursuant to the Field Trip Incentive Plan shall be returned by Field Trip to the Participant and, if exercised or settled, as applicable, the Field Trip Shares issued on such exercise or settlement shall be reinstated as authorized but unissued Field Trip Shares and the original terms applicable to such Awards shall be reinstated.
For purposes of the application of the Change in Control provisions to any outstanding Award, if such Award is subject to performance criteria (including any performance vesting conditions), the level of attainment of such criteria shall be determined by the Field Trip Board in its sole discretion, including, without limitation, by deeming such criteria attained at the applicable target or maximum level regardless of actual performance, or measuring the attainment of such criteria based on actual performance through such Change in Control or a specified date prior thereto.
Under the Field Trip Incentive Plan, a “Change in Control” includes, unless the Field Trip Board determines otherwise, the happening of any of the following events:
(a)
a direct or indirect sale or disposition, in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of Field Trip and its subsidiaries to an arm’s length third party purchaser;
(b)
a sale resulting in no less than a majority of the Field Trip Shares (or other voting securities of Field Trip) on a fully diluted basis being held by an arm’s length third party purchaser, its affiliates and any other person acting jointly or in concert with such third party purchaser; provided that, prior to such sale, such persons did not hold, in the aggregate, a majority of the Field Trip Shares (or other voting securities of Field Trip) on a fully diluted basis;
(c)
a merger, consolidation, recapitalization or reorganization of Field Trip with or into an arm’s length third party purchaser that results in the inability of the holders of Field Trip Shares immediately prior to the merger, consolidation, recapitalization or reorganization to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company; or
(d)
any additional event that the Field Trip Board reasonably determines is a Change in Control.
Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the U.S. Internal Revenue Code of 1986 with respect to the payment of deferred compensation to any U.S. taxpayer, Change in Control shall be limited to a change in control event as defined in Treasury Regulations Section 1.409A-3(i)(5) prescribed pursuant to Section 409A of the U.S. Internal Revenue Code of 1986;
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Non-Transferability of Awards
Each Award granted under the Field Trip Incentive Plan is not assignable or transferable by the holder of such Award, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of a deceased holder of such Award; provided, that an Incentive Field Trip Stock Option shall not be transferable by a Participant otherwise than by will or the laws of descent and distribution, and may be exercised during the Participant’s lifetime only by the Participant. No Award granted under the Field Trip Incentive Plan shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.
Amendments to the Field Trip Incentive Plan
The Field Trip Board may amend or suspend any provision of the Field Trip Incentive Plan or any Award or Award Agreement, or terminate the Field Trip Incentive Plan, at any time without approval of shareholders, subject to those provisions of applicable law and the rules, regulations and policies of the TSXV, if any, that require the approval of shareholders or any governmental or regulatory body regardless of whether any such amendment or suspension is material, fundamental or otherwise, and notwithstanding any rule of common law or equity to the contrary. However, except as expressly set forth the Field Trip Incentive Plan, or as required pursuant to applicable law or the rules and policies of the TSXV, no action of the Field Trip Board or security holders may materially adversely alter or impair the rights of a Participant under any Award previously granted to the Participant without the consent of the affected Participant.
The Field Trip Board may, from time to time, in its absolute discretion and without approval of the Field Trip Shareholders, make the following amendments to the Field Trip Incentive Plan:
(a)
amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in the Field Trip Incentive Plan or any Award or to correct or supplement any provision of the Field Trip Incentive Plan or any Award that is inconsistent with any other provision of the Field Trip Incentive Plan or any Award;
(b)
amendments necessary to comply with the provisions of applicable law or the rules, regulations and policies of any stock exchange on which the Field Trip Shares are listed;
(c)
amendments necessary for Awards to qualify for favourable treatment under applicable tax laws;
(d)
amendments to the vesting provisions of the Field Trip Incentive Plan or any Award;
(e)
amendments to include or modify the Cashless Exercise or Net Exercise provisions or other permitted settlements, payable in cash or Field Trip Shares;
(f)
amendments to the termination or early termination provisions of the Field Trip Incentive Plan or any Award, whether or not such Award is held by an insider, provided such amendment does not entail an extension beyond the original expiry date of a Field Trip Option; and
(g)
amendments necessary to suspend or terminate the Field Trip Incentive Plan.
Notwithstanding the above, and subject to the rules of the TSXV, the approval of Field Trip Shareholders is required to effect any of the following amendments to the Field Trip Incentive Plan:
(a)
any amendment to increase the maximum percentage of Field Trip Shares issuable under the Field Trip Incentive Plan, other than pursuant to Section 14.1 of the Field Trip Incentive Plan;
(b)
with the prior approval of the TSXV,any amendment which reduces the option price of a Field Trip Option held by a Participant (other than an Insider) or that would be treated as a “repricing” under the then-applicable rules, regulations or listing requirements adopted by any stock exchange on which the Field Trip Shares are then listed, in each case, other than pursuant to certain adjustments for corporate reorganizations as provided in the Field Trip Incentive Plan;
(c)
with the prior approval of the TSXV,any amendment extending the term of an Award held by a Participant (other than an Insider) beyond the original expiry date, except as provided in Field Trip Incentive Plan;
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(d)
any amendment which deletes or reduces the range of amendments which require approval by the security holders of Field Trip;
(e)
any amendment that would permit the introduction or reintroduction of non-employee directors as eligible Participants on a discretionary basis or any amendment that increases the limits previously imposed on non-employee director participation;
(f)
any amendment which would allow for the transfer or assignment of Awards under the Field Trip Incentive Plan, other than for normal estate settlement purposes;
(g)
amendments required to be approved by security holders under applicable law or the rules, regulations and policies of any stock exchange on which the Field Trip Shares are listed; and
(h)
for any changes to the aggregate number of Field Trip Shares reserved for issuance pursuant to all Awards, other than Options, granted under the Plan, together with any other security based compensation arrangement, provided that such changes are within the limits on issuances to Persons, or groups of Persons contained in the Plan.
In addition to the matters requiring disinterested shareholder approval contained above, disinterested shareholder approval will be obtained:
(a)
for any reduction in the exercise price or extension of the term of a Field Trip Option if the Participant is an Insider at the time of the proposed amendment; and
(b)
any amendment which increases or removes the limit on the number of Field Trip Shares issuable or issued to any Participant or category of Participants under the Field Trip Incentive Plan.
Field Trip Options Outstanding
There is no current market for the Field Trip Shares. As such, the market value of the Field Trip Shares underlying the Field Trip Options has not been determined. The following table sets out the Field Trip Options exercisable to purchase one Field Trip Share per Field Trip Option as will be held by the directors and executive officers, employees, and consultants of Field Trip upon Listing:
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Name
Position with Field
Trip
Number of
Field Trip
Options
Exercise Price(1)
Expiry Date
Keith Merker
Director
0(2)
Araba Chintoh
Director
0(2)
Barry Fishman
Director
85,983
7.00
June 30, 2031
Ronan Levy
Director, CEO
51,590
8.25
February 17, 2031
42,991
1.08
May 31, 2032
Syed A Mujeeb Jafferi
President
51,590
8.25
February 17, 2031
42,991
1.08
May 31, 2032
Donna Wong
CFO
42,991
4.09
December 31, 2030
21,495
1.08
May 31, 2032
Paula Amy Hewitt
VP, General Counsel,
Chief Privacy Officer &
Secretary
85,983
2.00
July 26, 2030
33,437
6.05
April 30, 2031
21,495
1.08
May 31, 2032
Amardeep Manhas
Chief Technology
Officer
184,864
0.50
March 29, 2030
21,495
1.08
May 31, 2032
Vicki Reed
Chief Marketing Officer
21,495
1.08
May 31, 2032
Michael Verbora
SVP, Medical Director
107,480
0.50
March 29, 2030
21,495
1.08
May 31, 2032
Elizabeth Wolfson
VP, Clinical Services
61,082
6.98
October 31, 2031
24,900
6.98
October 31, 2031
8,598
1.33
May 31, 2032
Edgar Montalvo Diaz
VP, Clinical Operations
42,991
5.95
August 31, 2031
Chetan Lakhani
VP, Product & Digital Strategy
42,991
1.08
May 31, 2032
Onur Yildirim
Director, Field Trip Health B.V.
85,983
0.50
May 14, 2030
17,196
7.74
July 31, 2031
Michael Coupland
VP, Occupational Health
21,495
1.33
April 30, 2032
Non-Executive Employees(1)
Various
1,436,295
0.5 – 8.25
August 12, 2022 – 
July 18, 2032
Consultants under Personal Services Agreements(1)
Various
795,680
0.5 – 7.74
September 28, 2022 – 
May 31, 2032
Technical Advisors & Advisory Board Members(1)
Advisor
992,159
0.5 – 8.25
September 30, 2022 – 
May 31, 2032
Notes:
(1)
The exercise prices listed in the table above reflect the exercise prices of the corresponding Reunion Options. The applicable exercise prices will be determined in the manner set forth in “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis — Option Treatment”.
(2)
The board of Field Trip has approved the aggregate of 200,000 options to be issued to the two new independent directors with an exercise price equal to the greater of the 10-day post-closing VWAP or Market Price of the Field Trip Shares on the close of business on the fifth trading day following listing.
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(3)
Includes vested options held by employees, contractors and consultants of Reunion under the Arrangement, which will remain available for exercise until the earlier of 12 months from the closing of the Arrangement or 90 days after any such individual ceases to be employed by Reunion.
Item 13:   Prior Sales
Field Trip issued 100 incorporation Field Trip Shares to Reunion on April 28, 2022 for consideration of $1.00. In connection with the Arrangement, such incorporation shares were repurchased for cancellation.
In connection with the Arrangement: Field Trip issued 50,035,3089 Field Trip Shares, 5,755,401 Field Trip Shares became issuable pursuant to Field Trip Options, Reunion Warrants and the FTNP SPA and, should certain milestones be met, an additional 174,450 Field Trip Options are issuable. Field Trip has also reserved 200,000 Field Trip Shares for issuance in connection with options intended to be issued to the new independent directors following closing. See “Item 5 — Description of the Business — Three Year History” and “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis
In connection with the Concurrent Financing, Field Trip issued 35,559,220 Field Trip Shares and 4,200,000 Subscription Receipts, in each case, at the Offering Price. Each Subscription Receipt is convertible into one (1) Field Trip Share on the satisfaction of the Escrow Release Conditions. See “Item 6 — Financing” and “Item 9 — Disclosure of Outstanding Security Data on a Fully Diluted Basis”.
Item 14:   Escrowed Securities and Securities Subject to Restriction on Transfer
Pursuant to the policies of the TSXV, the following Field Trip Shares are expected to be held in escrow pursuant to the Value Escrow Agreement:
Name & Residence
Number of Field Trip Shares subject
to the Value Escrow Agreement
% of Field Trip Shares
(Non-Diluted)(1)
Reunion
Canada
19,615,000 21.84%
Notes:
(1)
Based on an anticipated 89,794,528 Field Trip Shares issued outstanding on Listing.
Field Trip Shares subject to the Value Escrow Agreement will be released as follows:

10% of the securities will be released on the date of the Final Exchange Bulletin;

15% of the securities will be released 6 months from the Final Exchange Bulletin;

15% of the securities will be released 12 months from the Final Exchange Bulletin;

15% of the securities will be released 18 months from the Final Exchange Bulletin;

15% of the securities will be released 24 months from the Final Exchange Bulletin;

15% of the securities will be released 30 months from the Final Exchange Bulletin; and

15% of the securities will be released 36 months from the Final Exchange Bulletin.
The Field Trip Shares subject to the Value Escrow Agreement may not be sold, assigned, transferred, redeemed, surrendered or otherwise dealt with in any manner except as provided by the Value Escrow Agreement and provided that, certain requirements of the TSXV are met, including that the new proposed transferee agrees to be bound by the terms of the Value Escrow Agreement.
Escrow & Contractual Lock-Up Agreement History
In connection with Reunion’s initial listing on the Canadian Securities Exchange, Reunion, Odyssey Trust Company and certain directors and senior officers of Reunion entered into an escrow agreement, pursuant to which certain Pre-Arrangement Shares were subject to restrictions on transfer until April 6, 2022 (“CSE Escrow”). In addition, certain directors and senior officers of Reunion who were not captured by the CSE
9
50,055,011 Field Trip Shares after giving effect to the Option Adjustment. See Selected Pro Forma Financial Information.
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Escrow Requirement entered into a contractual lock-up restricting the transfer of certain Pre-Arrangement Shares, which provided for a staggered release from such transfer restrictions on the 2, 4, 8 and 10 month anniversary of the initial listing date, being October 6, 2020. Also in connection with certain previously completed private placement and brokered prospectus offerings of Reunion, certain directors and officers of Reunion entered into a contractual lock-up restricting the transfer of certain Pre-Arrangement Shares. All such contractual lock-ups have since expired in accordance with their terms.
Item 15:   Principal Securityholders
Except as described below, to the knowledge of the directors and executive officers of Field Trip, and based on existing information as of the date hereof, no person or company, upon completion of the Arrangement will, beneficially own, or control or direct, directly or indirectly, voting securities of Field Trip carrying 10.0% or more of the voting rights attached to any class of voting securities of Field Trip.
Name
Number of Field Trip Shares
% of Field Trip Shares
(Non-Diluted)(1)
Oasis 17,953,803 19.99%
Reunion 19,615,000 21.84%
Notes:
(1)
Based on an anticipated 89,794,528 Field Trip Shares issued outstanding on Listing. The Option Adjustment does not impact these percentages.
Investor Rights Agreements
Upon closing of the Share Offering, Field Trip entered into Investor Rights Agreements with each of Oasis and Reunion (each a “Rights Holder”), pursuant to which, among other things, the Rights Holder will be entitled to certain director nomination and other shareholder rights. In particular, the Investor Rights Agreements provide that the Field Trip Board will be comprised of no more than (5) five directors, of which a Rights Holder has the right to nominate such number of directors proportionate to its partially diluted interest in Field Trip, provided that if the Rights Holder holds less than 10% but more than 5% of the Field Trip Shares on a partially diluted basis, it will be entitled to nominate (1) one director, and if the Rights Holder holds less than 5% of the Field Trip Shares on a partially diluted basis, it will not be entitled to nominate a director. For so long as the Rights Holder has a board nominee right in accordance with the terms of an Investor Rights Agreement, the Rights Holder will be entitled to have its nominee appointed to any committee of the Field Trip Board, subject to applicable law. Subject to customary exceptions, each Investor Rights Agreement provides that, for the earlier of: (i) two (2) years, and (ii) the date on which the Rights Holder no longer has a board nominee right in accordance with the terms of the Investor Rights Agreement, it will not, nor will any of its affiliates, agents or representatives, in any manner, effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of Field Trip or any of its subsidiaries.
Under each Investors Rights Agreement, the Rights Holder is provided with certain pre-emptive rights, for so long as it holds 10% of the Field Trip Shares on a partially diluted basis. Pursuant to such pre-emptive right the Rights Holder may participate in securities issuances by Field Trip on a proportionate basis, subject to customary exemptions. In addition, for so long as the Rights Holder holds 10% of the Field Trip Shares on a partially diluted basis, it will be granted top-up rights to subscribe for securities of Field Trip up to its initial ownership interest in Field Trip on a partially diluted basis.
For so long as the Rights Holder holds 10% of the Field Trip Shares on a partially diluted basis, it will have certain demand and piggy-back registration rights. The demand registration rights will be exercisable no more than (2) two times each calendar year and each request for a demand distribution must result in gross proceeds of at least $5 million. The piggy-back and demand registration rights will be subject to customary conditions and limitations, and Field Trip will be entitled to defer a demand registration in certain circumstances for a period not exceeding 90 days. Expenses in respect of a piggy-back registration will be borne by Field Trip, except that any underwriting fee on the sale of Field Trip Shares by the Rights Holder and the fees of its external legal counsel will be borne by the Rights Holder. Expenses in respect of a demand
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registration will be borne by Field Trip and the Rights Holder on a proportionate basis according to the number of Field Trip Shares distributed by each.
Item 16:   Directors and Executive Officers
Name, Occupation and Security Holding of Directors and Officers
The following table provides the names, province or state and country of residence, position, and principal occupations of each director and executive officer of Field Trip, as well as the number and percentage of Field Trip Shares beneficially owned, directly or indirectly, or which control or direction is expected to be exercised, by each such person immediately following the completion of the Arrangement. It is expected that the term of each director listed below will conclude at the end of the Field Trip’s next annual meeting of shareholders, subject to reappointment by the shareholders of Field Trip at such meeting. The information as to residence, principal occupation, and beneficial ownership of Field Trip Shares not being within the knowledge of Field Trip, has been furnished by the respective directors and executive officers individually.
Name, Province or State, and
Country of Residence and
Position(s)
Principal Occupation During Past Five Years
Number of
Field Trip
Shares(1)
Percentage
of Field Trip
Shares(2)
Ronan Levy(3)
Ontario, Canada
Chief Executive Officer, Director & Chairman
Executive Chairman of Reunion
Chief Strategy Officer of Trait Biosciences Inc.
SVP Business & Corporate Affairs, of Aurora Cannabis Inc.
Chief Corporate Officer & General Counsel of CanvasRx Holdings Inc.
Principal, TDF Debt Advisory Law Professional Corporation
President of Toronto Gold
3,024,057
3.4%
Alexander Shoghi
Texas, U.S.
Director
Portfolio Manager at Oasis Management Company Ltd.
Nil(13)
Nil(13)
Donna Wong(4)
Ontario, Canada
Chief Financial Officer
Chief Financial Officer of Reunion
Managing Director of On Point Advisors Inc.
Senior Manager, Financial Reporting of Fairfax Africa VP, Finance of ViXS Systems Inc.
6,614
<0.1%
Mujeeb Jafferi(5)(12)
Ontario, Canada
President
Chief Operating Officer of Reunion
President of Just Energy Solar
Vice President, Sales Strategy & Transformation, of Just Energy Corp.
Partner at Lightwing Partners;
3,114,817
3.5%
Paula Amy Hewitt(6)
Ontario, Canada
Vice President, General Counsel & Chief Privacy Officer
Vice President, General Counsel and Corporate Secretary to Reunion
Senior Vice President, General Counsel, Chief Compliance Officer & Chief Privacy Officer at Raymond James Ltd.
Senior Vice President, Chief Compliance Officer (Canada) at Macquarie Group
Vice President, Legal & Compliance at Dundee Securities Ltd.
3,135
<0.1%
Amardeep Manhas(7)
Ontario, Canada
Chief Technology Officer
Chief Technology Officer of Reunion
Vice President Solar Operations, Crius Energy Management LLC
Senior Partner, Business Operations,
SunEdison LLC
Vice President of Operations, LightWing Inc.
47,768
<0.1%
Vicki Reed(8)
New York, U.S.
Chief Marketing Officer
Chief Growth Officer of Reunion
Principal Owner of VII Consulting
Consultant at formsense
Nil
Nil
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Name, Province or State, and
Country of Residence and
Position(s)
Principal Occupation During Past Five Years
Number of
Field Trip
Shares(1)
Percentage
of Field Trip
Shares(2)
Dr. Michael Verbora(9)
Ontario, Canada
Senior Vice President & Medical Director
Chief Medical Officer of Aleafia Health
Medical Director of Reunion
Assistant Professor of Medicine at McMaster University
Treasurer & District Delegate, Section on General & Family Practice at Ontario Medical Association
Medical Director & Lead Physician at Canabo Medical Clinic
Nil
Nil
Dr. Araba Chintoh(12)
Ontario, Canada
Director
Professor at Department of Psychiatry, Temerty Faculty of Medicine (University of Toronto)
Clinician Scientist at Campbell Family Mental Health Research Institute (Centre for Addiction and Mental Health)
Nil
Nil
Keith Merker(11)
Ontario, Canada
Director
Entrepreneur
Former CEO, CFO and Director of WeedMD Inc.
Nil
Nil
Barry Fishman(10)
Ontario, Canada
Director
Director of Reunion
Chief Executive Officer of VIVO Cannabis Inc.
Chief Executive Officer of Merus Labs
128,975
<0.1%
Elizabeth Wolfson, PhD(14)
California, U.S.
Vice President, Clinical Services at Field Trip Health USA
Vice President, Clinical Services, Field Trip Health Ltd.
Chair, Master’s in Clinical Psychology, Antioch University Santa Barbara, California
Private Practice Psychotherapist, Santa Barbara California
Nil
Nil
Edgar Montalvo Diaz(15)
Ontario, Canada
Vice President, Clinical Operations at Field Trip Health Canada
Vice President, Clinical Operations at Field Trip Health Canada
Head of Telehealth at Canadian Cannabis Clinics.
Sales Director (Multinational position) at Shenzhen Runch Industrial Corporation
Nil
Nil
Chet Lakhani(16)
Ontario, Canada
Vice President, Digital Strategy & Product at Field Trip Digital
VP, Digital Strategy & Product at Field Trip Health
Director, Digital Strategy at Rangle
Founder & CEO at Mentr
Nil
Nil
Onur Yildirim(17)
Gelderland, Netherlands
General Manager & Director, Field Trip Health B.V.
General Manager & Director, Field Trip Health B.V.
COO of Cecil Alliance Foundation
Medical Science Liaison of Novartis, Netherlands
Clinical Scientist of Janssen Pharmaceutica, Belgium
PhD student/ University teacher at Radboud University, Netherlands
Nil
Nil
Michael Coupland(18)
Salt Spring Island, BC
Vice President, Occupational Health, Field Trip Health Canada
Vice President, Occupational Health, Field Trip Health Canada
Michael Coupland Registered Psychologist (Private Practice)
IMCS Group Inc. Network Medical Director, January 2009 to April 2021
Nil
Nil
Notes:
(1)
Based on the number of Field Trip Shares beneficially owned, directly or indirectly, or which control or direction is expected to be exercised, by each such person immediately following the completion of the Arrangement.
(2)
On a non-diluted basis and based on an anticipated 89,814,231 Field Trip Shares issued and outstanding immediately prior to the Listing.
(3)
As a result of the Arrangement, Mr. Levy holds an aggregate of 94,581 Field Trip Options.
(4)
As a result of the Arrangement, Ms. Wong holds an aggregate of 64,486 Field Trip Options.
(5)
As a result of the Arrangement, Mr. Jafferi holds an aggregate of 94,581 Field Trip Options.
(6)
As a result of the Arrangement, Ms. Hewitt holds an aggregate of 140,915 Field Trip Options.
(7)
As a result of the Arrangement, Mr. Manhas holds an aggregate of 206,359 Field Trip Options.
(8)
As a result of the Arrangement, Ms. Reed holds an aggregate of 21,495 Field Trip Options.
(9)
As a result of the Arrangement, Dr. Verbora holds an aggregate of 128,975 Field Trip Options.
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(10)
As a result of the Arrangement, Mr. Fishman holds an aggregate of 85,983 Field Trip Options.
(11)
Chair of the Audit Committee
(12)
Member of the Audit Committee
(13)
Excludes the Field Trip Shares held by Oasis, which are separately described under “Item 15 — Principal Securityholders”.
(14)
As a result of the Arrangement, Dr. Wolfson holds an aggregate of 94,580 Field Trip Options.
(15)
As a result of the Arrangement, Mr. Montalvo Diaz holds an aggregate of 42,991 Field Trip Options.
(16)
As a result of the Arrangement, Mr. Lakhani holds an aggregate of 42,991 Field Trip Options.
(17)
As a result of the Arrangement, Mr. Yildirim holds an aggregate of 103,179 Field Trip Options.
(18)
As a result of the Arrangement, Mr. Coupland holds an aggregate of 21,495 Field Trip Options.
Biographies of Directors and Officers
The principal occupations of each of the directors and executive officers of Field Trip within the past five years are disclosed in the table above and further details are included below.
Ronan Levy, Chief Executive Officer, Director & Chairman
Mr. Levy is an entrepreneur and is a co-founder and Executive Chairman of Reunion. He is also a partner at Grassfed Ventures, a venture capital and advisory firm focused on the cannabis and biotech industries, and a member of the board of directors of Trait Biosciences Inc., a leading biotech company in the hemp and cannabis industries. Prior to his current roles, Mr. Levy co-founded Canadian Cannabis Clinics and CanvasRx Inc., which was acquired by Aurora in 2016, after which he served as Senior Vice President, Business and Corporate Affairs, for Aurora. A lawyer by training, Mr. Levy started his career as a corporate lawyer at Blake, Cassels and Graydon LLP and as legal counsel at CTVglobemedia Inc. (now Bell Media Inc.). Mr. Levy earned a Juris Doctor in June 2004 and a Bachelor of Commerce degree in June 2001, both from the University of Toronto.
Alexander Shoghi, Director
Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University.
Donna Wong, Chief Financial Officer
Ms. Wong is a financial growth expert with over 20 years of experience within private start-ups and public multinational organizations, primarily in the technology sector. She has a proven track record in establishing the necessary corporate infrastructure to scale through change management, IT, and cross-functional collaboration among multi-location businesses. Prior to her current role, as VP, Finance of ViXS Systems and Chief Financial Officer of Reunion, Ms. Wong guided the company from pre-revenue to $100 million in revenues and eventual listing on the TSX. Ms. Wong is a CPA, CA, CMA and earned a Master of Accounting in 1992 and Honours Bachelor of Arts degrees in 1990, both from the University of Waterloo.
Mujeeb Jafferi, President
Mr. Jafferi is an experienced management executive and a founder of Reunion. Prior to joining Reunion, Mr. Jafferi spent over a decade in the retail and renewable energy sectors in a variety of leadership roles. Between 2016 and 2019, Mr. Jafferi served as the Vice President of Sales Operations and Strategy at Just Energy Inc. (TSX: JE) and the President of Just Energy Solar. In 2015, Mr. Jafferi served as a Partner at a renewable energy technology startup, LightWing Partners, leading its business development efforts across the U.S. market. LightWing Partners was subsequently acquired by SunEdison. Between 2009 and 2015, Mr. Jafferi held several progressive and diverse leadership roles at Just Energy, including Director of Corporate Planning and Financial Analysis, and Assistant. Regional General Manager for U.S. Northeast Region. He holds a BA in Information Technology, conferred in 2004, from York University and a Global Professional Master of Laws, conferred in 2014, from University of Toronto.
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Paula Amy Hewitt, Vice President, General Counsel & Chief Privacy Officer
Ms. Hewitt brings 19 years of broad legal experience gained through a career in private practice and in executive roles within Canadian and Multinational financial services companies. Between 2009 and 2019, Ms. Hewitt held various executive positions with investment dealer companies, including Vice President, Legal & Compliance, Head of Legal, Chief Compliance Officer, Chief Anti-Money Laundering Officer, Chief Privacy Officer and General Counsel. Prior to 2009, Ms. Hewitt worked as an associate lawyer at Bay Street law firms, practicing securities and mining law. Ms. Hewitt sits on the board of directors of Caldwell Investment Management, a portfolio manager and investment fund manager. Paula has served on the Ontario District Council of Investment Industry Regulatory Organization of Canada and on the Canadian Advisory Board of the International Association of Privacy Professionals (“IAPP”). In addition to earning a Juris Doctor from Osgoode Hall Law School, Paula earned a BA in Psychology from McGill University, a Graduate Certificate in Risk Management from the University of Toronto and the CIPP/C, CIPM and CIPT designations from the IAPP. Ms. Hewitt was named among the Top 200 Global Psychedelic Lawyers and Policy & Regulatory Experts for 2021-2022
Amardeep Manhas, Chief Technology Officer
Mr. Manhas is a seasoned business technology and operations executive with over 15 years of diverse experience in both public and startup companies. In 2014, Mr. Manhas joined cleantech startup LightWing Inc. as VP Operations, where he oversaw the buildout of the operational organization and a proprietary technology platform for consumers and affiliate partners. LightWing was fully acquired by SunEdison LLC in 2015, and Mr. Manhas stayed on with SunEdison to oversee business operations and technology for its residential partner division. In 2016, Mr. Manhas joined Crius Energy as VP Operations, where he built a back-office technology and support organization to scale multi-channel growth for the solar business. Prior to 2014, Mr. Manhas worked at Just Energy Group Inc. in a variety of operational and technology leadership roles. Mr. Manhas holds a Bachelor of Applied Science in Engineering Physics, conferred in 2004, from Queen’s University.
Vicki Reed, Chief Marketing Officer
Originally hailing from Eugene, Oregon and the University of Oregon — Ms. Reed started her marketing career at another homegrown Oregon entity, Nike. Her career trajectory spanned sports and fitness to fashion to technology-based fitness and beyond with companies such as Tommy Hilfiger, LVMH, Peloton, and eventually her own consulting company working on a variety of successful start-up and early-stage companies. During these years, Ms. Reed also returned to school to pursue her personal interests and earned a master’s degree in Clinical Psychology at Teacher’s College Columbia in 2018 and then entered a post-graduate licensure program for Psychoanalysis. Vicki is on track to be a licensed psychotherapist in 2023. Most recently, Vicki joined Reunion as Chief Growth Officer, positioning her at the intersection of both her personal and professional development.
Dr. Michael Verbora, Senior Vice President & Medical Director
Dr. Verbora is an internationally recognized expert on medical cannabis, having spoken to the European Union parliament and other leading institutions. Dr. Verbora earned an MBA from the University of Windsor’s Odette School of Business in 2009 and an M.D. from Schulich School of Medicine at Western University in 2013, before entering a Family Practice residency at the University of Toronto. A member of the Canadian Consortium for the Investigation of Cannabinoids, Doctors for Responsible Access and the Canadian Pain Society, he has completed over 4,000 cannabinoid therapy consultations, and has presented many talks in community and hospital settings while serving as student health physician at Seneca College and Medical Director, Canabo Medical Clinic. Dr. Verbora also recently joined the McMaster University School of Medicine as an Assistant Professor.
Dr. Araba Chintoh, Director
Dr. Araba Chintoh is an Assistant Professor in the Department of Psychiatry, in the Temerty Faculty of Medicine at the University of Toronto. She is a Clinician Scientist at the Campbell Family Mental Health Research Institute at the Centre for Addiction and Mental Health. She provides care for patients in crisis in the
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Gerald Scheff and Shanitha Kahan Emergency Department — Canada’s sole, stand-alone, psychiatric emergency department. She has over 20 years’ experience as a scientist with skills ranging from the laboratory bench to the bedside. Her clinical work is focused on patients with complex, severe and persistent mental illness. Dr. Chintoh consults with international sports federations on matters of player welfare and is a passionate advocate for fluency in mental health, addictions and psychological safety in the sporting and work environments.
Keith Merker, Director
Mr. Merker is an established entrepreneur and executive who has a track record of building and advising successful businesses as the founder of Riptide Advisory. As a pioneer in the cannabis industry, he developed WeedMD Inc., one of the first licensed companies in Canada from concept in 2014 to public company, where he served as CFO and director, and eventually CEO until 2020. Prior to this, Mr. Merker spent more than 15 years in investment banking, advisory and entrepreneurial leadership roles. Mr. Merker earned his BSc in Biology from the University of British Columbia in 1998 and received his Chartered Financial Analyst designation in 2007.
Barry Fishman, Director
Barry Fishman has almost 25 years of experience as an entrepreneurial business leader, most recently as CEO of VIVO Cannabis Inc. (TSX:VIVO). Prior to joining VIVO, Mr. Fishman served as CEO of international specialty pharmaceutical company Merus Labs (TSX:MSL, NASDAQ:MSLI), through its 2017 acquisition by Norgine M.V. He also previously served as CEO of Teva Canada, a major affiliate of the world’s largest generic drug-maker and began his pharmaceutical career at Eli Lilly Canada, where he served as Vice President of Marketing. Mr. Fishman has also recently served as an independent director on a number of high-profile boards, including Aurora Cannabis Inc. (NYSE, TSX: ACB) and Canopy Growth Corporation (TSX:WEED, NASDAQ:CGC). Mr. Fishman graduated from McGill University with a concentration in finance and went on to become a CPA while working for Deloitte in Southern California.
Elizabeth Wolfson, PhD., LCSW, Vice President, Clinical Services at Field Trip Health USA (Santa Barbara, California)
Elizabeth Wolfson, PhD, LCSW has over two decades of a career in leadership positions within mental health and human service organizations and in academia, as Chair and faculty where she was teaching, researching and overseeing Master’s Level Psychology programs. Her current position is Vice President of Clinical Services within a public company (Field Trip Health Ltd). In her academic positions she created Somatic Psychotherapy and Healthy Aging certification programs in addition to researching and publishing in these areas. She has also served as an organizational consultant, was Project Associate on two documentary films in collaboration with University of California Santa Barbara and is co-founder of two non-profit organizations. Throughout her career, Dr. Wolfson, has been in a private practice of psychotherapy spanning thirty years treating a diverse population of individuals, couples, families and groups. In addition to a Master’s (Boston University) and Doctorate (New York University) in Clinical Social Work she is certified in Psychedelic-Assisted Psychotherapy, Ketamine-Assisted Psychotherapy and Integrative Somatic Trauma Therapy.
Edgar Montalvo Diaz, Vice President, Clinical Operations at Field Trip Health Canada (Barrie, Ontario)
Dr. Diaz brings 23 years of management and clinical experience gained through a career in public, private, and executive roles within Cuban, Canadian and Multinational clinical and trading services companies. Between 2001 and 2021, Dr. Diaz held various executive positions with healthcare and trading companies, including Vice Director of an International Hospital in Havana (CUJAE), Sales Director, and Head of Telehealth. Prior to 2001, Dr. Diaz worked as a physician specializing in family medicine and general surgery in the healthcare sector in Cuba, and for 18 years incorporated skills and experience in international trading at Shenzhen Runch Industrial Corporation, a Chinese Trading company with a strong presence in Latin American and the Caribbean. Dr. Diaz helped to create and manage the Telehealth platform at Canadian Cannabis Clinics, which provides access to Medical Cannabis to thousands of patients and positioned this company as the biggest one in this field in Canada. Edgar currently serves as a VP of Clinical Operations at
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Field Trip Health. In addition to earning a Doctor of Medicine Degree from the University of Havana, Edgar made a Mastery in Social Sciences from the University of Havana and Business Administration from Shenzhen University, in Guangdong, China.
Chet Lakhani, Vice President, Digital Strategy & Product at Field Trip Digital (Ajax, Ontario)
Chet Lakhani has a diverse skill set in digital technology, product management, and customer experience accrued over 20+ years working with large enterprise, creative agencies, consulting firms, and emerging startups across a variety of sectors. He recently founded a startup called Mentr that helped people upskill for their career. Mentr was a graduate of the YC Startup School and was a fellow of the DMZ Startup Incubator at Ryerson University. He also spent many years in digital consulting working independently and for reputable firms such as Rangle, MODE, and Klick Health. Chet holds an MBA from the DeGroote School of Business at McMaster University.
Onur Yildirim, General Manager & Director at Field Trip Health B.V. (Gelderland, Amsterdam)
Dr. Yildirim obtained his Clinical Psychology degree, cum laude, and continued to work as a psychologist for several years and in different institutions. While teaching psychology at Radboud University, Netherlands, he attained a PhD in Neuroscience. Since obtaining his PhD, Dr. Yildirim worked in the R&D department of Johnson & Johnson in Beerse as a Clinical Research Manager for phase I and II clinical trials, before working at Novartis as a medical science liaison. Dr. Yildirim has been a Director and General Manager of Field Trip’s Netherlands affiliate, Field Trip Health BV, since June 2020.
Michael Coupland, Vice President, Occupational Health at Field Trip Health Canada (Salt Spring Island, BC)
Michael Coupland is a Registered Psychologist. He co-founded three national Occupational Health and Disability companies in Canada and USA that have performed over 250,000 evaluations. Each company was successfully rolled up into private equity consolidations. He is the developer of the AssessAbility Functional Medicine Evaluation and Functional Psychological Evaluation systems and author of the COPE with Pain, COPE with Trauma and Supervised Withdrawal of Opioids Programs (SWOP) for chronic pain intervention and national practice leader for a national network of 1,500 psychologists and psychiatrists for the COPE and SWOP programs. He is a chapter author of the AMA 6th Ed. Guidelines companion text Guides to the Evaluation of Functional Ability and author of Psychosocial Interventions for Chronic Pain Management, The International Journal of Industrial Accident Boards and Commissions; Fall 2009. Michael has been an invited speaker at 300 occupational health and disability conferences and presentations. He was honored in 2014 with the Top 50 People in Workers’ Compensation award from the SEAK organization in the USA.
Other Reporting Issuer Experience
The following table sets out the proposed directors and officers of Field Trip who are, or have been within the last five years, directors or officers of reporting issuers other than Field Trip or Reunion:
Name of Director
or Officer
Name of Reporting Issuer
Name of Trading Market
Position
Period
(From/To)
Ronan Levy
Aurora Cannabis Inc.
TSX
SVP, Business & Corporate Affairs
November 2017 −
June 2018
Field Trip Health Ltd.
TSX/NASDAQ
Director, Executive Chairman
April 2019 −
Present
Keith Merker
Entourage Health Corp. (formerly, WeedMD Inc.)
TSXV
CEO, CFO, Director
April, 2017 −
February, 2020
Lift & Co. Corp.
TSXV
Director
August 2017 −
September 2018
Alex Shoghi
iAnthus Capital Holdings Inc
CSE
Director
June 2022 −
Present
Jakks Pacific Inc.
NASDAQ
Director
December 2015 −
Present
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Name of Director
or Officer
Name of Reporting Issuer
Name of Trading Market
Position
Period
(From/To)
Barry Fishman
Field Trip Health Ltd.
TSX/NASDAQ
Lead Director
June 2021 −
Present
Akerna Corp
NASDAQ
Chief Executive Officer
June 2021 −
Present
VIVO Cannabis Inc.
TSX
Chief Executive Officer
October 2017 −
December 2020
Merus Labs
TSX/NASDAQ
Chief Executive Officer
September 2014 −
September 2017
Aurora Cannabis Inc.
TSX/NYSE
Director
Jan 2016 −
Sep 2017
Canopy Growth Corporation
TSX/NASDAQ
Director
Jan 2014 −
Jan 2016
Advanz Pharma
NASDAQ
Director
Sep 2018 −
Dec 2019
Paula Amy Hewitt
Caldwell Investment Management Ltd.(1)
TSX
Director
December 2019 −
Present
Field Trip Health Ltd.
TSX/NASDAQ
VP, General Counsel, Chief Privacy Officer & Corporate Secretary
July 2020 −
Present
Donna Wong
ViXS Systems Inc.
TSX
VP, Finance
July 2013 −
December 2017
Field Trip Health Ltd.
TSX/NASDAQ
Chief Financial Officer
September 2020 −
Present
Michael Verbora
Aleafia Health Inc. (formerly Canabo Medical Inc.)
TSX
Director, Chief Medical Officer
March 2018 −
Present
Amardeep Manhas
Field Trip Health Ltd.
TSX/NASDAQ
Chief Technology Officer
October 2019 −
Present
Vicki Reed
Field Trip Health Ltd.
TSX/NASDAQ
Chief Marketing Officer
October 2021 −
Present
Notes:
(1)
Caldwell Investment Management Ltd. (“CIM”) is a private company as well as a portfolio manager and investment fund manager in the Province of Alberta, British Columbia, Manitoba, Ontario, Québec, Saskatchewan and an investment fund manager in Newfoundland and Labrador. CIM manages public mutual funds, an exchange traded fund and an investment company which trades on the Toronto Stock Exchange and, as such, directors are required to be registered with the Ontario Securities Commission and file a Personal Information Form with the Toronto Stock Exchange.
Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions or Individual Bankruptcies, Penalties or Sanctions or Individual Bankruptcies
Other than as disclosed below, to the knowledge of Field Trip, no director or executive officer:
(a)
is, as at the date of this Listing Application, or has been, within ten years before the date of this Listing Application, a director, chief executive officer or chief financial officer of any company (including Field Trip) that was the subject, while the director was acting in that capacity as a director, chief executive officer or chief financial officer of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under Securities Legislation, that was in effect for a period of more than 30 consecutive days; or
(b)
was subject to a cease trade or similar order or an order that denied the relevant company access to
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any exemption under Securities Legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, chief executive officer or chief financial officer but which resulted from an event that occurred while the director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or is, as at the date of this Listing Application, or has been within 10 years before the date of this Listing Application, a director or executive officer of any company (including Field Trip) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c)
has, within the ten years before the date of this Listing Application, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director;
None of the directors or executive officers (or any of their personal holding companies) has been subject to:
(a)
any penalties or sanctions imposed by a court relating to Securities Legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b)
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.
Conflicts of Interest
Other than in respect of the Founder Credit Note as set out in “Item 6: Financings” or as set out in “Item: 21: Risk Factors — Conflicts of Interest”, to the knowledge of Field Trip, no director or officer of Field Trip has any existing or potential material conflict of interest with Field Trip. While there are common directors and executive officers of Field Trip and Reunion, Field Trip does not expect such relationships to give rise to any material conflicts of interest with Field Trip or Reunion.
Item 17:   Executive Compensation
Field Trip was incorporated on April 28, 2022 and, accordingly, has not yet completed a financial year and has not yet developed a compensation program or paid any compensation to date. Field Trip anticipates that it will adopt a compensation program that reflects its stage of development, the main elements of which are expected to be comprised of base salary, option-based awards and annual cash incentives. In connection with the completion of the Arrangement, and the separation of operations resulting therefrom, Field Trip has entered into the Shared Services Agreement and the Preferred Services Agreement.
Field Trip intends to establish a compensation committee (the “Compensation Committee”), which will administer the compensation mechanisms to be implemented by the Field Trip Board. The individuals that will be appointed to the Compensation Committee, once formed, will each have direct experience that is relevant to their responsibilities in determining executive compensation for Field Trip.
On an annual basis, the Compensation Committee will review the compensation of the Named Executive Officers to ensure that each is being compensated in accordance with the objectives of Field Trip’s compensation program, which will be to:

provide competitive compensation that attracts and retains talented employees;

align compensation with shareholder interests;

pay for performance;

support Field Trip’s vision, mission and values; and
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be flexible to recognize the needs of Field Trip in different business environments.
Field Trip does not currently have any compensation policies or mechanisms in place. The compensation policies are anticipated to be comprised of three components; namely, base salary, equity compensation in the form of stock options, and discretionary performance-based bonuses. In addition, Named Executive Officers will be entitled to participate in a benefits program to be implemented by Field Trip. A Named Executive Officer’s base salary will be intended to remunerate the Named Executive Officer for discharging job responsibilities and will reflect the executive’s performance over time. Base salaries are used as a measure to compare to, and remain competitive with, compensation offered by competitors and as the base to determine other elements of compensation and benefits. The stock option component of a Named Executive Officer’s compensation, which may include a vesting element to ensure retention, will aim to meet the objectives of the compensation program to be implemented, by both motivating the executive towards increasing share value and enabling the executive to share in the future success of Field Trip. Discretionary performance-based bonuses will be considered from time to time to reward those who have achieved exceptional performance and meet the objectives of Field Trip’s compensation program by rewarding pay for performance. Other benefits will not form a significant part of the remuneration package of any of the Named Executive Officers of Field Trip.
The Named Executive Officers of Field Trip are expected to be Ronan Levy (Chief Executive Officer, Director, and Chairman), Donna Wong (Chief Financial Officer), and Vicki Reed (Chief Marketing Officer).
Aa Field Trip is a “venture issuer” as defined in NI 51-102 and is therefore providing the disclosure required in accordance with Form 51-102F6V — Statement of Executive Compensation — Venture Issuers.
The following table sets forth the compensation paid to Field Trip’s Named Executive Officers for the Field Trip’s fiscal years-ending March 31, 2022 and March 31, 2021 based on historical compensation, determined in a carve out basis:
Table of compensation excluding compensation securities(1)(5)
Name and position
Year
Salary,
consulting fee,
retainer
or commission
($)
Bonus
($)
Committee
or
meeting fees
($)
Value of
perquisites
($)
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