CORPORATE
RESOLUTION OF THE BOARD OF DIRECTORS


OF


Simlatus
Corporation


 


We,
the undersigned, do hereby certify that at a meeting of the Board of Directors (the “Board”) of Simlatus Corporation,
a corporation incorporated under the laws of the State of Nevada (the “Corporation”), duly held on March 29, 2019,
at which said meeting no less than a majority of the directors were present and voting throughout, the following resolution, upon
motions made, seconded and carried, was duly adopted and is now in full force and effect:


 


WHEREAS,
ON March 29, 2019, the Board of Directors approved the Company and its subsidiary, Proscere Bioscience
Inc., to enter into an Exclusive Distribution Agreement with Brand House Ventures Inc. allowing the rights to sell the CBD Cold
Water Extraction Systems within all of the United States. (Attached is the Agreement).


 


The
term of the agreement is for five years with guaranteed minimal purchase orders of $15,000,000 per year and/or $75,000,000 over
a five year period.


 


Mike
Mulder is the President of Brand House Ventures Inc., and the company was
formed in 2010 as a sole proprietorship, and in 2014 was formed as a California S-Corporation. Today Brand House is a Holding
Company for the distribution of a variety of products and technologies.


 


NOW,
THEREFORE, BE IT:


 


RESOLVED,
ON March 29, 2019, the Board of Directors approved the Company and its subsidiary, Proscere Bioscience
Inc., to enter into an Exclusive Distribution Agreement with Brand House Ventures Inc. allowing the rights to sell the CBD Cold
Water Extraction Systems within all of the United States. (Attached is the Agreement).


 


The
term of the agreement is for five years with guaranteed minimal purchase orders of $15,000,000 per year and/or $75,000,000 over
a five year period.


 


Mike
Mulder is the President of Brand House Ventures Inc., and the company was
formed in 2010 as a sole proprietorship, and in 2014 was formed as a California S-Corporation. Today Brand House is a Holding
Company for the distribution of a variety of products and technologies.


 


RESOLVED,
that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take
such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate and/or
proper way to implement the provisions of the foregoing resolutions:


 


The
undersigned, do hereby certify that we are members of the Board; that the attached is a true and correct copy of resolutions duly
adopted and ratified at a meeting of the Board duly convened and held in accordance with its by-laws and the laws of the Corporation’s
state of incorporation, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or
rescinded and are in full force and effect.



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IN
WITNESS WHEREOF, we have hereunto set our hands as Members of the Board of Directors of the Corporation.


 


	/s/ Richard Hylen	 	3/29/2019
	Richard Hylen, Chairman	 	Date
	 	 	 
	/s/ Baron Tennelle	 	3/29/2019
	Baron Tennelle, Director	 	Date
	 	 	 
	/s/ Dusty Vereker	 	3/29/2019
	Dusty Vereker, Director	 	Date




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