EX1A-1 UNDR AGMT

Exhibit 1.1

CONFIDENTIAL

Date: August 8, 2017

To: True Leaf Medicine International Ltd.
32 - 100 Kalamalka Lake Rd
Vernon, BC, V1T 9G1

Re: Proposed Financing, IPO and Corporate Finance Transactions

Dear Darcy Bomford:

We are pleased to submit the following letter agreement with respect to one or more planned financings or U.S. initial public offerings by and for True Leaf Medicine International Ltd., its subsidiaries and affiliates, or any other corporate entities that may be utilized from time to time ("the Company"), consisting of the Company's securities.

Boustead Securities, LLC ("Boustead") is pleased to act as exclusive financial advisor to the Company, including its affiliates and subsidiaries, in connection with the Company's intention to pursue the corporate finance activities described in this letter agreement or any combination thereof (any such activities in Sections 2(a)(i), (ii), and/or (iii) below henceforth being referred to as a "Transaction"). The exclusive best efforts engagement outlined herein has the objective of providing growth capital and stock liquidity for the Company's expansion plan.

The final terms of the Transaction will be dictated by pre-existing investor interest, market conditions and the financial performance of the Company and its consolidated subsidiaries prior to the date of first sale of the Company's securities (the "Offering Date").

This letter agreement ("Agreement") states certain conditions and assumptions upon which the proposed Transaction to be underwritten by Boustead will be based. It is our intent, immediately prior to the Offering Date, to enter into an exclusive Underwriting Agreement with the Company. Boustead will act as lead underwriter for the Transaction on a "best efforts" basis. We reserve the right to bring in such other co-managers and selected dealers for the offering as we shall determine who shall be reasonably acceptable to the Company, and the Company reserves the right to refer to all Boustead co-underwriter candidates as "Syndicate Members". Neither the Company nor Boustead shall unreasonably withhold approval of any Syndicate Member. The Underwriting Agreement and related agreements shall contain such terms and conditions as are customarily contained in agreements of such character.

This Agreement will confirm the understanding and agreement between Boustead and the Company as follows:

1. Advisory Services: Boustead will provide advisory services to the Company in the areas of corporate development, corporate finance and/or capital placement transactions.

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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Boustead will also introduce other firms, products and services to the Company as needed during the normal course of business and act as coordinator for all activities within its purview. It is also understood that Boustead is acting as an advisor only, and shall have no authority to enter into any commitments on the Company's behalf, or to negotiate the terms of any transaction, or to hold any funds or securities in connection with any transaction or to perform any other acts on behalf of the company without the Company's express written consent.

2. Fees and Expenses: In connection with the services to be rendered hereunder, the Company agrees to pay Boustead the following fees and expenses:

a) Success Fees:

i. Corporate Transactions: Other than in the Company's normal course of business activities, any sale, merger, acquisition, joint venture, strategic alliance, or other similar agreements shall accrue compensation to Boustead under a percentage fee of the Aggregate Consideration (as defined below) calculated as follows:

• 8.0% for Aggregate Consideration of less than USD$10,000,000 plus
• 7.0% for Aggregate Consideration between USD$10,000,000 - USD$25,000,000, plus
• 6.0% for Aggregate Consideration between USD$25,000,001 - USD$50,000,000, plus
• 4.0% for Aggregate Consideration between USD$50,000,001 - USD$75,000,000, plus
• 2.0% for Aggregate Consideration between USD$75,000,001 - USD$100,000,000, plus
• 1.0% for Aggregate Consideration above USD$100,000,000

"Aggregate Consideration" means the greater of the total amount actually payable or the value assigned to a Transaction, whether due at the closing of such Transaction ("Closing") or deferred by the Company or any affiliate of the Company, and shall include all cash or cash equivalents, the principal amount of any notes, all classes of securities issued, the aggregate amounts payable pursuant to any consulting agreements, employment agreements, agreements not to compete and similar agreements, and the aggregate amount of value of any bank or term loans or other debts assumed or refinanced as part of the Transaction.

For clarity, the Company shall not be required to pay Boustead a success fee for any Transaction covered by this Section 2(a)(i) that involves any of the parties listed in Schedule A annexed hereto, including their affiliates and subsidiaries.

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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ii. Debt Financing: For any debt financing Transaction, including notes, term loans, promissory notes, debentures, etc., Boustead shall receive upon the Closing: (i) a success fee, payable in cash, equal to four percent (4%) of the gross proceeds received by the Company at such Closing, plus (ii) warrants in the entity financed, with a cashless exercise provision, equal to four percent (4%) of the gross proceeds received by the Company at such Closing, exercisable at a strike price equal to one hundred and fifty percent (150%) of the fair market value price of the common shares of the Company as of the date the Company receives the funds, in whole or in part, at any time within three (3) years from issuance. For example, if a debt financing of USD$10 million is completed, and the Company's common shares were then valued at USD$5 per share, Boustead would be paid a cash commission of USD$400,000, and receive warrants to purchase 80,000 common shares of the Company, with Boustead paying a fixed price of USD$5 per share, exercisable for three (3) years.

iii. Equity Investment: For any equity investment into the Company, including any common shares, preferred shares, convertible securities, subordinated debt with warrants or any other securities convertible into common shares, or any other form of debt instrument involving any other form of equity participation, Boustead shall receive upon Closing: (i) a success fee, payable in cash, equal to eight percent (8%) of the gross proceeds received by the Company at such Closing, plus (ii) warrants in the entity financed, with a cashless exercise provision, equal to eight percent (8%) of the gross proceeds received by the Company at such Closing, exercisable at a strike price equal to one hundred and fifty percent (150%) of the fair market value price of the common shares of the Company as of the date the Company receives the funds, in whole or in part, at any time within three (3) years from issuance. For example, if an equity investment of USD$10 million is completed, where the Company sold two million of its common shares at USD$5 per share, Boustead would be paid a cash commission of USD$800,000, and receive warrants to purchase 160,000 common shares of the Company, with Boustead paying a fixed price of USD$7.50 per share, exercisable for three (3) years.

b) Expenses: The Company also agrees to reimburse Boustead, promptly when invoiced, for all of its reasonable out-of-pocket expenses including but not limited to reasonable fees and expenses of underwriters counsel, third party due diligence fees, crowdfunding listing fees and expenses in connection with the performance of its services hereunder, regardless of whether a Transaction occurs. Upon the earlier of the termination of this Agreement or completion of a Transaction, the Company agrees to pay promptly in cash any unreimbursed reasonable expenses that have

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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accrued as of such date. Any expense exceeding USD$2,000 shall be pre-approved in writing by the Company.

c) Advisory Fees: Upon execution of this Agreement the Company shall pay Boustead an advisory fee of USD$25,000. Upon any extension of the Engagement Period (as defined below), the Company shall pay Boustead an additional advisory fee of $25,000.

3. Indemnification: The Company agrees to indemnify Boustead as set forth in Schedule C annexed hereto and made a part hereof.

4. Successors and Assigns: This Agreement shall be binding upon any and all successors and assigns of the Company (including any corporation surviving any merger to which the Company is a party). Boustead shall be permitted to assign its rights or delegate its obligations hereunder by operation of law, including as a result of the partial or total merger or consolidation of Boustead with another entity.

5. Term: The term of this Agreement (the "Engagement Period") will expire upon the earlier to occur of (i) twelve (12) months from the date Boustead receives an executed copy of this Agreement from the Company or (ii) the mutual written agreement of the Company and Boustead. The Engagement Period may be extended for additional six (6) month periods under the same terms and conditions as described herein by mutual written agreement of the Company and Boustead. Upon the termination or expiration of this Agreement, the Company shall pay Boustead any reasonable out-of-pocket expenses incurred up to the date thereof. In addition, upon termination or expiration of this Agreement, Boustead shall be entitled to a Success Fee(s), as defined above, if the Company completes a Transaction with a party which became aware of the Company or which became known to the Company as a result of Boustead's actions prior to such termination or expiration (in either case, the "Identified Party (ies)"), during the twelve (12) month period following the termination or expiration of this Agreement.

6. Future Services: The Company agrees that it shall provide Boustead the right of first refusal for two (2) years from the consummation of a Transaction or termination or expiration of this Agreement to act as financial advisor or to act as joint financial advisor on at least equal economic terms on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of the Company (collectively, "Future Services"). In the event the Company notifies Boustead of its intention to pursue an activity that would enable Boustead to exercise its right of first refusal to provide Future Services, Boustead shall notify the Company of its election to provide such Future Services, including the compensation and other terms to which Boustead claims to be entitled, within thirty (30) days of written notice by the Company. In the event the Company engages Boustead to provide such Future Services, Boustead will be compensated consistent with Section 2 of this Agreement, unless mutually agreed otherwise by the Company and Boustead.

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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7. Governing Law; Dispute Resolution: This Agreement shall be deemed to have been made in the State of California and shall be construed, and the rights and liabilities determined, in accordance with the law of the State of California, without regard to the conflicts of laws rules of such jurisdiction. Any controversy or claim relating to or arising from this Agreement (an "Arbitrable Dispute") shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (the "JAMS") as such rules may be modified herein or as otherwise agreed by the parties in controversy. The forum for arbitration shall be Los Angeles County, California. Following thirty (30) days' notice by any party of intention to invoke arbitration, any Arbitrable Dispute arising under this Agreement and not mutually resolved within such thirty (30) day period shall be determined by a single arbitrator upon which the parties agree.

8. USA Patriot Act: Boustead is committed to complying with U.S. statutory and regulatory requirements designed to combat money laundering and terrorist financing. The USA Patriot Act requires that all financial institutions obtain certain identification documents or other information in order to comply with their customer identification procedures.

9. Confidentiality: All non-public information concerning the Company and its subsidiaries which is given to Boustead will be used by Boustead solely in the course of the performance of its services hereunder and will be treated confidentially by Boustead and any retained advisors and agents for as long as such information remains non-public. Except as otherwise required by law, Boustead will not use such information or disclose such information to a third party, other than its Representatives (as herein defined) who have a need to know such information in connection with the transaction contemplated by this Agreement and who agree to keep such information confidential.

This Agreement is for confidential use of the Company and Boustead only and may not be disclosed by the Company to any person other than its attorneys, accountants and financial advisors, and only on a confidential basis in connection with a proposed Transaction, except where disclosure is required by law or is mutually consented to in writing by Boustead and the Company.

10. Access to Information: In connection with Boustead's activities on the Company's behalf, the Company agrees that it will furnish Boustead with all information concerning the Company that Boustead reasonably deems appropriate and that the Company will provide Boustead with reasonable access to its officers, accountants, attorneys and other professional advisors. The Company represents that all information made available to Boustead will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. In rendering its services hereunder, Boustead will be utilizing

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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and relying on the information without independent verification thereof or independent appraisal of any of the Company's assets.

11. Disclosure: During the Engagement Period and for sixty (60) days thereafter, the Company agrees not to issue any press releases or communications to the public relating to this engagement or any Transaction without Boustead's prior approval or unless otherwise required by law, which will not be unreasonably withheld or delayed, and the Company agrees that such press release will state that the transaction and/or financing was arranged by Boustead, unless mutually agreed otherwise or unless otherwise required by law. The Company further agrees that Boustead may, at its own expense, publicize its services to the Company hereunder, including, without limitation, issuing press releases, placing advertisements and referring to the transaction or financing on Boustead's website.

12. Modification: This Agreement may not be modified or amended except in writing duly executed by the parties hereto.

13. Notices: Any notices given hereunder shall be in writing and may be delivered by hand, e-mail, fax or first class mail to the following addresses (or at such other email, fax number or address as shall hereafter be specified by such party by like notice):

If to the Company, to:

Darcy Bomford, CEO
32 - 100 Kalamalka Lake Rd
Vernon, BC, V1T 9G1
Email: darcy@trueleaf.com

In the case of Boustead:

Keith Moore, CEO
Boustead Securities, LLC
6 Venture, Suite 325
Irvine, CA 92618
Fax: 815-301-8099
Email: keith@boustead1828.com

Notices shall be deemed to have been given contemporaneously in the case of fax or e- mail. Notices given by first class mail shall be deemed to have been given seven days after mailing. Evidence that the notice was properly addressed, stamped and mailed shall be prima facie evidence of mailing.

14. Waiver: Neither Boustead's nor the Company's failure to insist at any time upon strict compliance with this Agreement or any of its terms nor any continued course of such

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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conduct on their part shall constitute or be considered a waiver by Boustead or the Company of any of their respective rights or privileges under this Agreement.

15. Severability: If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect.

16. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one agreement binding on the parties hereto, notwithstanding that the parties are not signatory to the same counterpart. Each of the parties hereto shall sign a sufficient number of counterparts so that each party will receive a fully executed original of this Agreement.

17. Entire Agreement: This Agreement (together with Schedule A-C) constitutes the entire agreement between the Company and Boustead. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by either party hereto to any other party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein and shall be of no further force or effect.

Please confirm that the foregoing is in accordance with our understanding by signing and returning one copy of this Agreement to Boustead to indicate the Company's acceptance of the terms set forth herein.

Very truly yours,

Boustead Securities, LLC

By:

Keith Moore

CEO

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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Accepted as of the date first above written:

Company

By:

Name: Darcy Bomford

Title: CEO

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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Schedule A
List of Permitted Parties

Abattis Bioceuticals Corp.
Aurora Cannabis Inc.
Beleave Inc.
Canopy Growth Corporation
Enertopia Corporation
The Green Organic Dutchman Holdings Ltd.
InMed Pharamceuticals Inc.
Industrial Alliance
Lexaria Bioscience Corp.
MedReleaf Corp.
Naturally Splendid Enterprises Ltd.
Organigram Holdings Inc.
Paul Rosen

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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Schedule B

Not Applicable

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

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Schedule C
Indemnification

      The Company agrees that it shall indemnify and hold harmless Boustead, its members, managers, officers, employees, agents, affiliates and controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 and Section 15 of the Securities Act of 1933, each as amended (any and all of whom are referred to as an "Indemnified Party"), from and against any and all losses, claims, damages, liabilities, or expenses, and all actions in respect thereof (including, but not limited to, all legal or other expenses reasonably incurred by an Indemnified Party in connection with the investigation, preparation, defense or settlement of any claim, action or proceeding, whether or not resulting in any liability), incurred by an Indemnified Party with respect to, caused by, or otherwise arising out of any transaction contemplated by this Agreement or Boustead's performing the services contemplated hereunder; provided, however, the Company will not be liable to the extent, and only to the extent, that any loss, claim, damage, liability or expense is finally judicially determined to have resulted primarily from Boustead's gross negligence or bad faith in performing such services.

      If the indemnification provided for herein is conclusively determined (by an entry of final judgment by a court of competent jurisdiction and the expiration of the time or denial of the right to appeal) to be unavailable or insufficient to hold any Indemnified Party harmless in respect to any losses, claims, damages, liabilities or expenses referred to herein, then the Company shall contribute to the amounts paid or payable by such Indemnified Party in such proportion as is appropriate and equitable under all circumstances taking into account the relative benefits received by the Company on the one hand and Boustead on the other, from the transaction or proposed transaction under this Agreement or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Boustead on the other, but also the relative fault of the Company and Boustead; provided, however, in no event shall the aggregate contribution of Boustead and/or any Indemnified Party be in excess of the net compensation actually received by Boustead and/or such Indemnified Party pursuant to this Agreement.

      The Company shall not settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in which any Indemnified Party is or could be a party and as to which indemnification or contribution could have been sought by such Indemnified Party hereunder (whether or not such Indemnified Party is a party thereto), unless such consent or termination includes an express unconditional release of such Indemnified Party, reasonably satisfactory in form and substance to such Indemnified Party, from all losses, claims, damages, liabilities or expenses arising out of such action, claim, suit or proceeding.

      In the event any Indemnified Party shall incur any expenses covered by this Exhibit A, the Company shall reimburse the Indemnified Party for such covered expenses within ten (10) business days of the Indemnified Party's delivery to the Company of an invoice therefor, with receipts attached. Such obligation of the Company to so advance funds may be conditioned upon the Company's receipt of a written undertaking from the Indemnified Party to repay such amounts within ten (10) business days after a final, non-appealable judicial determination that such Indemnified Party was not entitled to indemnification hereunder.

      The foregoing indemnification and contribution provisions are not in lieu of, but in addition to, any rights which any Indemnified Party may have at common law hereunder or otherwise, and shall remain in full force and effect following the expiration or termination of Boustead's engagement and shall be binding on any successors or assigns of the Company and successors or assigns to all or substantially all of the Company's business or assets.

Boustead Securities, LLC	Direct phone:	+1 949 295-1580
6 Venture, Suite 325	Email:	keith@boustead1828.com
Irvine, CA 92618 USA	Web:	www.boustead1828.com

EX1A-6 MAT CTRCT

Exhibit 6.7

TRANSACTION PROCESSING AND AML/KYC SERVICES AGREEMENT

This Transaction Processing and AML/KYC Services Agreement (this "Agreement") is made and entered into as of 22 August, 2017, by and between Issuer Direct Corp., a Delaware corporation ("Issuer Direct" or ("Service Provider"), and True Leaf Medicine International LTO. (the "True Leaf"), a British Columbia, Canada Corporation ("Issuer").

RECITALS

WHEREAS, Issuer proposes to offer for sale to investors as disclosed in its Form 1-A (the "Offering Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") shares of its Common Stock (the "Securities") pursuant to Regulation A of section 3(b) of the Securities Act of 1933, as amended for tier 2 offerings. (the "Offering"), will be offered on a "best-efforts" basis and will have no minimum $0.00 (the "Minimum Offering Amount") and the maximum amount of CAD $10,000,000.00 (the "Maximum Offering Amount").

WHEREAS, Issuer desires to establish a Payment Processing and AML/KYC services account in which funds received from a prospective investor (each, a "Subscriber" and collectively,"Subscribers") for the purchase of Securities pursuant to the terms and conditions of a Subscription Agreement with the Issuer (the "Subscription Agreement") can be processed, collected and transferred to the Issuer, subject to the terms and conditions of this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1. Term of Agreement. This Agreement shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:

a. The first to occur of (i) the maximum offering amount being raised or (ii) 18- months from the qualification date or;

b. The date upon which a determination is made by Issuer to terminate the Offering prior to closing.

2. Transaction Processing.The Service provider shall process ACH transfers, incoming wires, and written checks and upon clearing, deposit them into the Issuers account.

3. Anti Money Laundering/Know Your Customer Processing. The Service provider shall provide AML Services and undertake to administer and operate, in accordance with the requirements of Regulation A+ and the USA Patriot Act, its implementing regulations, and applicable rules adopted thereunder, the following aspects of the Funds' AML Program including, but not limited to:

(i) Monitoring and reporting of receipt of cash or cash equivalents;

(ii) Suspicious activity monitoring and reporting;

(iii) Comparisons with governmental lists, including the U.S. Treasury Department's Office of Foreign Asset Control ("OFAC") "Specially Designated National and Blocked Persons List"("SDN List");

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4. Collection Procedure. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH charge-backs and wire recalls, shall be debited from the Issuers account, w ith such debits reflected on the account report. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Service Provider to cover the refund, return or recall. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apatt from this Agreement and Issuer will address such situation directly with said Subscriber, including taking whatever actions necessary to return such funds to Subscriber, but Issuer shall not involve Service Provider in any such disputes.

5. Fees. Service Provider shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit A, which compensation shall be paid by the Issuer.

6. Term and Termination.This Agreement will remain in full force during the Term. Even after this Agreement is terminated, certain provisions will remain in effect for two-years, including, but not limited to, items 3, 5, 6, 10, 11, 12 and 13 of this Agreement.

7. Binding Arbitration, Applicable Law and Venue, Attorneys Fees: This Agreement is governed by, and will be interpreted and enforced in accordance with the regulations of the SEC, and laws of the State of Delaware, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, with venue in Delaware. Each of the parties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all parties and judgment on it may be entered in any court having jurisdiction. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney's fees.

8. Liability.The Service Provider shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Service Provider shall have no responsibility at any time to ascertain whether or not any security interest exists or any part thereof or to file any financing statement under the Uniform Commercial Code.

9. Indemnity. Issuer agrees to defend, indemnify and hold the Service Provider harmless from any loss, lia bility, cl aim, or de ma nd, in cluding reasonable attorney's fees, made by any third party due to or arising out of this Agreement and/or arising from a breach of any provision in this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) result from the willful misconduct or gross negligence of the Service Provider. This defense and indemnification obligation will survive termination of this Agreement. Service Provider reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and Issuer agree to reasonably cooperate with Service Provider in the defense of any such claim, action, settlement or compromise negotiations, as requested by the Service Provider.

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10. Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and the Service Provider. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

11. Changes. Service Provider may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, and any interpretations thereof, and without necessity of notice, to modify this Agreement to comply or conform to such changes or interpretations. Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of Service Provider and Issuer. Changes to this Agreement will be sent to you via email.

12. Notices.

a. Any communication in connection with this agreement must be in writing and, unless otherwise stated, may be given:

i) in person, by post or fax; or

ii) by e-mail or other electronic communication.

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b. Such communications shall be addressed as follows:

To Service Provider:

Issuer Direct Corp.
500 Perimeter Park Drive, Suite D
Morrisville, NC 27560
Attention: Brian Balbirnie
Email: brian.balbirnie@issuerdirect.com
Telephone: 919-481-4000
Fax: (202) 521-3505

To Issuer:

100 Kalamalka Lake Road - Unit 32
Vernon, British Columbia CANADA V1T 9Gl
Attention: Darcy Bamford
Email: Darcy@trueleaf.com
Phone: 778-475-5323

c. Any party may change their notice or email address and/or facsimile number by giving written notice thereof in accordance with this Paragraph. All notices hereunder shall be deemed given: (1) if served in person, when served; (2) if sent by facsimile or email, on the date of transmission if before 6:00 p.m . Eastern time, provided that a hard copy of such notice is also sent by either a nationally recognized overnight courier or by U.S. Mail, first class; (3) if by overnight courier, by a nationally recognized courier which has a system of providing evidence of delivery, on the first business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after deposit in the mail, postage prepaid, certified mail, return receipt requested.

13. Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by email transmission and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

[Remainder of this page intentionally left blank.]

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Agreed by the undersigned as of the date set forth above by and between:

TRUE LEAF MEDICINE INTERNATIONAL LTD.

 /s/ Darcy Bomford
_________________________________________
Name: Darcy Bomford
Title: CEO

ISSUER DIRECT CORP.

/s/ Brian Balbirnie
_________________________________________
Name: Brian Balbirnie
Title: CEO

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Exhibit A

Description	Fee (US$)	Details
Setup	$1,500.00	One-time
On-Boarding	$5.00	Per investor, greater than $250 investment
On-Boarding	$3.00	Per investor, $250 or less investment
Inbound wire	$25.00	Per instance
Outbound wire	$15.00	Per instance
AML/KYC  USA	$2.00	Per investor
AML/KYC  USA	$48.00	Per investor
AML/KYC   Bad Actor	$85.00	Per investor

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EX1A-11 CONSENT

Exhibit 11

We consent to the use in this Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our report dated July 28, 2017 relating to the consolidated statements of financial position of True Leaf Medicine International Ltd. (the "Company") as of March 31, 2017 and 2016 and related consolidated statements of loss and comprehensive loss, changes in shareholders' equity (deficit), and cash flows for the years then ended. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern.

	"DAVIDSON & COMPANY LLP"
Vancouver, Canada	Chartered Professional Accountants
August 24, 2017

EX1A-12 OPN CNSL

Exhibit 12 - Opinion Letter

VENTURE LAW CORPORATION

Suite 618 - 688 West Hastings Street
Vancouver, British Columbia, V6B 1P1
Telephone: (604) 659-9188
Facsimile: (604) 659-9178

August 24, 2017

True Leaf Medicine International Ltd.
100 Kalamalka Lake Road, Unit 32 
Vernon, British Columbia V1T 9G1

Ladies and Gentlemen:

Re: Opinion of Counsel - Registration Statement on Form 1-A

We have acted as counsel to you in connection with your filing of an offering statement on Form 1-A original filed February 17, 2017, as amended August 24, 2017, (and as may be further amended or supplemented in the future, the ("offering statement") pursuant to Regulation A under the Securities Act of 1933, as amended (the "Securities Act"). The offering statement contemplates the sale of up to 20,000,000 of  the company's common shares (the "shares") in United States and Canada to raise an aggregate total of Canadian $20,000,000.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of True Leaf Medicine International Ltd..

For purposes of this opinion we have reviewed your constating documents, corporate minutes and offering statement. We have firsthand knowledge of the authenticity of the documents reviewed.

Based on the foregoing, we are of the opinion that the shares have been duly authorized, and, upon issuance and sale in accordance with the terms of the offering statement, the shares will be validly issued and fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the offering statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Venture Law Corporation

Venture Law Corporation

EX1A-13 TST WTRS

Exhibit 13.4
Testing the Water - Proposed Email Post Qualification

Subject: Own a piece of True Leaf

Subheadline: RETURN THE LOVE™

 

The love our pets provide us with is unconditional. The kindness and joy they show us day in and day out is something we can both depend on and learn from. But while our four-legged companions are great at showing us love, they have a harder time telling us when they’re in pain.

Heart disease, anxiety, mobility issues; pets face many of the same health issues we encounter, especially as we get on in life. We both need regular exercise and healthy options each day to stay well. Our lifestyles, however, are too often far from ideal.

Fortunately, we can "RETURN THE LOVE" to our faithful companions in order to make up for what our pets’ lives may be missing and even boost their overall health.

Our True Hemp™ product line is the first of its kind to introduce hemp-based pet supplements designed to meet the growing demand for safe, natural and functional products and is already helping thousands of dogs with CALMING, HIP+JOINT, and IMMUNE+HEART support. Hemp is a variety of cannabis and although it has been around for centuries, we’ve only just started to recognize its potential uses for people and pets. At the same time, the rules are changing around cannabis in Canada and the U.S., and we at True Leaf see the opportunity to research and develop new hemp and cannabis products that serve the health and wellness for both people and pets.  

Nature is full of surprises, and with each new discovery, comes opportunity.

Hemp and cannabis have a bright future, but need to be supported by research. Through a little-known rule called Regulation A+, we invite all those who believe in our vision to invest in True Leaf, and share in our discoveries as well as our successes. To learn more about our investment opportunity and to invest, please visit [website URL].

 

Sincerely,

The True Leaf Team

An offering statement regarding this offering has been filed with the SEC. The SEC has qualified that offering statement which only means that True Leaf Medicine International Ltd. may make sales of the securities described by that offering statement. It does not mean that the SEC has approved, passed upon the merits or passed upon the accuracy or completeness of the information in the offering statement. You may obtain a copy of the offering circular that is part of that offering statement here [Link to latest SEC Offering Circular]. You should read the offering circular before making any investment.

EX1A-13 TST WTRS

Exhibit 13.5
 Press Release

For Immediate Release

TRUE LEAF MEDICINE INTERNATIONAL LTD.
ANNOUNCES REGULATION A+ OFFERING

Vancouver (March 1, 2017) - True Leaf Medicine International Ltd. (CSE: MJ) has filed an offering statement with the Securities and Exchange Commission to conduct a $3 million Regulation A+ securities offering in the United States and Canada. The net proceeds of this offering will be used primarily to advance True Leaf’s pet product business and conduct research on cannabis for pets.

Utilizing Regulation A+, True Leaf plans to make its securities available to friends, customers, distributors, vendors, fans and new fans who may not otherwise qualify as accredited investors. True Leaf has the opportunity to grow at a rapid pace over the next two years if it has the funding in place. The company wants to share its growth story with everyone and ensure that its future success benefits more than just a few.

"We considered crowdfunding the development of a new True Leaf Pet product line, but for us it just didn’t feel right if the people backing our growth couldn't also have the chance to benefit from equity," said True Leaf CEO Darcy Bomford.

 "Regulation A+ allows us to advertise and reach out to everyone who may have an interest in our products and business," he said. It is similar to a pre-sale or perk crowdfunding campaign offered on platforms like Kickstarter or Indiegogo, but also allows us to offer participants equity in our company and the knowledge that some of the funds are directed towards research on cannabis for pets. Our core customers are animal lovers who want the best for their companions. We would love them to become investors and share our journey."

True Leaf is the first Canadian company listed on a stock exchange to use Regulation A+ since it was adopted in June of 2015. Regulation A+ allows issuers to raise up to US$50 million in a 12-month period. Investors are not required to be accredited but must receive an offering circular that has been qualified by the Securities and Exchange Commission. True Leaf will not become a US reporting issuer as a result of using Regulation A+. True Leaf’s securities sold in the offering will not be subject to a hold period in the United States.

About True Leaf:

True Leaf Medicine International Ltd., through its wholly-owned subsidiary ‘True Leaf Pet’, has entered the $104.9 billion global pet care industry with a line of hemp-focused pet chews and supplements marketed through natural pet health and veterinary channels in Canada, the United States and Europe. The company has also filed an application under Health Canada’s Access to Cannabis for Medical Purposes Regulations (ACMPR) to become a Canadian licensed producer through its ‘True Leaf Medicine’

subsidiary. It has passed through the preliminary and enhanced screening process of Health Canada’s review and is currently awaiting security clearance and ‘pre-licensing inspection’ approval.

Testing the Water:

True Leaf plans to test the waters to gauge market demand for its proposed Regulation A+ offering prior to qualification of its offering statement by the SEC. No money or other consideration is being solicited, and if sent in response to any solicitation, it will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. Any person's indication of interest involves no obligation or commitment of any kind. You may obtain a copy of our offering circular on the SEC website at:

https://www.sec.gov/Archives/edgar/data/1698370/000169837017000003/tlsuccess02172017.htm

You should read the offering circular before making any investment.
 
Forward Looking Information:

This press release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks various risk factors discussed in the Company's Management's Discussion and Analysis under the Company's profile on www.sedar.com. While the Company may elect to, it does not undertake to update this information at any particular time.

www.trueleaf.com

Media Contact:

Paul Sullivan
BreakThrough Communications

p.sullivan@breakthroughpr.com
O: 604-685-4742
M: 604-603-7358

Investor Contact:

Kevin Bottomley
Director and Corporate Relations
kevin@trueleaf.com
M: 778-389-9933

PART II AND III

	True Leaf Offering Circular Dated August 24, 2017 - Amendment No.3 
		
	

EX1A-13 TST WTRS

TTW CAMPAIGN MATERIAL

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