Here are the terms of the private placement offering in The Planting Hope Company, Inc:

Private Placement Structure: Convertible Note

Convertible Note Terms:

- Interest rate: 10%

- Pre-set conversion price (reserved with the TSXV*):  ~$0.18 USD/share ($0.25 CAD)

- Note Term: 3 years (36 months)

- Warrant: 1,925 per $1,000 USD invested (9,625 warrants per $5,000 USD invested)

- Warrant strike price: ~$0.26 USD/share ($0.35 CAD)

- Warrant expiration: 3 years (36 months)

- Minimum investment: $5,000 USD ($6,850 CAD)

Closing: These terms are anticipated to be available through mid-December 2023.

Payment methods accepted for investment through Stripe include wire, ACH, credit cards, PayPal, and ApplePay.

Please see the private placement and subscription agreement for additional terms and detail.

Projected return example:

In three years, if the stock price is at $0.75 USD ($1.03 CAD), $10,000 USD invested at the above terms could return $52,171 ($42,171 net of original $10,000 investment, or 422%). Please see the Planting Hope data room for additional potential return calculations at potential future stock prices. No guarantee is made or implied that these stock prices will be achieved.

Eligibility: This private placement opportunity is open exclusively to investors in the US and Internationally (excluding Canada) who meet ‘accredited investor’ criteria:

Per the SEC (Rule 501 of Regulation D), to qualify as an accredited investor you must have more than $1,000,000 in net worth (excluding primary residence) OR more than $200,000 in earned income ($300,000 for joint income with a spouse) for each of the past two calendar years, with the expectation of earning the same or more in future years.

*The conversion price has been reserved with the TSXV for 45 days from October 6, 2023 (through November 20, 2023). If there is a material news event that pushes the stock price significantly above the reservation price, this price reservation may be revoked and reset at market price.

Foreign Exchange Rate (FX): For illustration purposes, the conversion rate used for this offering is $1.00 USD = $1.37 CAD. Investments are made in USD, and the share conversion calculation will be made based on the FX conversion rate at the time of issuance.