Mr. John Miller reports

ACQUISITION OF SHARES OF THELON CAPITAL LTD. BY JOHN MILLER AND HEE JUNG CHUN

John Miller and Hee Jung Chun of Suite 200, 1455 Ellis St., Kelowna, B.C., V1Y 2A3, have each filed an early warning report in connection with the acquisition of 22,306,368 common shares by each of the offerors, or a total of 44,612,736 common shares, in the capital of Thelon Capital Ltd.

Each of the offerors acquired ownership of 22,306,368 common shares of Thelon Capital, collectively 44,612,736 common shares. As a result of this acquisition, each of the offerors holds 35.23 per cent, and collectively 70.46 per cent, of the issued and outstanding 63,311,110 common shares of the issuer immediately after such acquisition. The offerors may be considered a joint actor of each other.

Mr. Miller acquired his 22,306,368 common shares of the issuer in exchange for his 10,800 Class A voting common shares without par value in the capital of THC Meds Inc., a private B.C. corporation, and Ms. Chun acquired her 22,306,368 common shares of the issuer in exchange for 10,800 Class A voting common shares without par value in the capital of THC Medical Systems Ltd., a private B.C. corporation, in a reverse takeover transaction with the issuer pursuant to a share exchange agreement (as described herein). The last closing price of the issuer prior to its delisting on the TSX Venture Exchange was 4.5 cents per share, and on the basis of this closing price, the 44,612,736 common shares of the issuer would represent an approximate price of $2,007,572. The common shares of the issuer are not listed for trading on any public market.

The acquisition was made in connection a share exchange agreement, dated Jan. 14, 2015, among Thelon Capital, THC Meds, THC Medical Systems and shareholders of the target companies. Pursuant to the agreement, the offerors will be issued, and they intend to acquire, approximately 6,498,950 common shares of the issuer each in the event that the issuer obtains a licence pursuant to Canada's marijuana for medical purposes regulations.

Pursuant to stock restriction agreements dated Jan. 15, 2015, with the issuer, each of the offerors agreed not to transfer or otherwise dispose of their aggregate 44,612,736 common shares and any earn-out shares except that such restriction will not apply to proportions of the shares vesting.

                        VESTING OF SHARES                    
Vesting date                                    Proportion of vested shares

On the date the issuer's common shares          1/10 of the common shares
listed 
Six months after the listing date               1/6 of the rest of the
                                                common shares
Twelve months after the listing date            1/5 of the rest of the
                                                common shares
Eighteen months after the listing date          1/4 of the rest of the
                                                common shares
Twenty-four months after the listing date       1/3 of the rest of the
                                                common shares
Thirty months after the listing date            1/2 of the rest of the
                                                common shares
Thirty-six months after the listing date        The rest of the common
                                                shares

Such restrictions will not apply to: (i) a transfer of the common shares to any director, officer, employee or consultant of the issuer; (ii) a transfer of the common shares to the issuer pursuant to a redemption initiated by the issuer; or (iii) a transfer during the offeror's lifetime or on the offeror's death by will or intestacy to the offeror's beneficiaries or a trust for the benefit of the offeror's beneficiaries, so long as any such transferee agrees to the same transfer restrictions.

The exemption from securities legislation being relied on by the offerors is set out under Section 2.16 of National Instrument 45-106 as the acquisition was made under an exempt takeover bid.