Exhibit 10.11


 


 








 


MCTC HOLDINGS,
INC.


(In
Process of Changing Name to Cannabis Global, Inc.)


		(OTC:MCTC)	



A Delaware
Corporation


 


CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM 


 


Up
to $1,000,000 


 


Offering
Price: 


$0.025
per Common Share 


 


This
document is for informational purposes only. The contemplated transactions between Cannabis Global Inc, Inc, and/or MCTC Holdings,
Inc. and/or various investors are pending at this time. Prospective investors should carefully read and retain this Confidential
Private Placement Memorandum (the “Memorandum”). This Private Placement Memorandum is confidential.


 


The
Date of this Memorandum is June 21, 2019 


 


 


THE
SECURITIES OFFERED PURSUANT TO THE TERMS OF THIS PRIVATE PLACEMENT MEMORANDUM ARE HIGHLY SPECULATIVE AND INVOLVE RISKS (SEE “RISK
FACTORS”). NO ONE SHOULD INVEST IN THIS OFFERING UNLESS THEY 


HAVE
REVIEWED THIS PRIVATE PLACEMENT MEMORANDUM CAREFULLY AND THEY ARE PREPARED TO BEAR THE RISK OF THIS ILLIQUID INVESTMENT. 


 






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THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR QUALIFIED,
APPROVED OR DISAPPROVED UNDER ANY OTHER FEDERAL OR STATE SECURITIES LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”)
NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY 


OR
ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES 


OFFERED
HEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT
AND, WHERE REQUIRED, UNDER THE LAWS OF OTHER JURISDICTIONS, UNLESS SUCH PROPOSED SALE, TRANSFER OR DISPOSITION IS EXEMPT FROM SUCH
REGISTRATION. 


 


NO
OFFERING LITERATURE OR ADVERTISING OR ORAL REPRESENTATIONS SHALL BE USED IN THIS OFFERING 


EXCEPT
THE INFORMATION USED IN THIS PRIVATE PLACEMENT MEMORANDUM. THE DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT IMPLY THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY 


TIME
SUBSEQUENT TO THE DATE HEREOF. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN AND,
IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS 


MUST
NOT BE RELIED UPON. EACH OFFEREE AND HIS OR HER AUTHORIZED REPRESENTATIVE IS OFFERED THE OPPORTUNITY TO ASK QUESTIONS AND/OR RECEIVE
ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN SUCH ADDITIONAL INFORMATION AS HE OR
SHE SHALL DEEM NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN TO THE EXTENT SUCH ADDITIONAL INFORMATION MAY
BE OBTAINED BY THE COMPANY WITHOUT UNREASONABLE EFFORT OR EXPENSE. DOCUMENTS REFERRED TO HEREIN ARE AVAILABLE FOR INSPECTION BY
POTENTIAL INVESTORS OR THEIR REPRESENTATIVES UPON REQUEST. 


 


IMPORTANT NOTICES 


 


THIS
IS A PRIVATE OFFERING MADE PURSUANT TO APPLICABLE FEDERAL AND STATE “PRIVATE


PLACEMENT”
EXEMPTIONS. THE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND ONCE ACQUIRED WILL NOT BE FREELY TRANSFERABLE.


 


THIS
PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION


IN
ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. THIS


MEMORANDUM
CONSTITUTES AN OFFER ONLY IF DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM IS PROPERLY AUTHORIZED BY THE COMPANY. THIS PRIVATE
PLACEMENT


MEMORANDUM
HAS BEEN PREPARED BY THE COMPANY SOLELY FOR THE BENEFIT OF PERSONS INTERESTED IN THE PROPOSED SALE OF THE SECURITIES AND ANY DISTRIBUTION
OR REPRODUCTION OF THIS PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED.


 


NO
PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR PROVIDE ANY INFORMATION WITH RESPECT TO THE INTERESTS EXCEPT SUCH INFORMATION
AS IS CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM OR TO MAKE ANY REPRESENTATIONS CONCERNING


THE
COMPANY OTHER THAN THOSE CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM


AND,
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.


 


THE
CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM SHOULD NOT BE CONSTRUED AS


INVESTMENT,
LEGAL OR TAX ADVICE. A NUMBER OF FACTORS MATERIAL TO A DECISION


WHETHER
TO INVEST IN THE SECURITIES HAVE BEEN PRESENTED IN THIS PRIVATE PLACEMENT


MEMORANDUM
IN SUMMARY OR OUTLINE FORM ONLY IN RELIANCE ON THE FINANCIAL SOPHISTICATION OF THE OFFEREES. EACH INVESTOR SHOULD CONSULT HIS OR
HER OWN


COUNSEL,
ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING HIS OR HER INVESTMENT.


 


SECURITIES
ARE AVAILABLE ONLY TO PERSONS WILLING AND ABLE TO BEAR THE ECONOMIC RISKS OF THIS INVESTMENT. INVESTMENTS IN THE COMPANY ARE SPECULATIVE,
ILLIQUID AND


INVOLVE
A HIGH DEGREE OF RISK (SEE OUR FILINGS WITH THE SEC AND ANY/ALL CAUTIONARY STATEMENTS AND RISK FACTORS). THE INVESTMENTS ARE SUITABLE
AS AN INVESTMENT ONLY FOR A VERY LIMITED PORTION OF THE RISK SEGMENT OF AN INVESTOR’S PORTFOLIO.


 






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THIS
OFFERING IS AVAILABLE ONLY TO “ACCREDITED INVESTORS” AS THAT TERM IS DEFINED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (SEE “SUITABILITY OF INVESTMENT,” BELOW).


 


SUITABILITY OF INVESTMENT 


 


The
investment described herein involves risks and is offered only to entities and individuals who can afford to assume such risks
for a substantial period of time, and who agree to purchase only for investment purposes and not with a view toward transfer, resale,
exchange or distribution. Each investor agrees to purchase with the understanding that they may need to hold securities purchased
in this offering indefinitely. Resales and other transfers of the shares of common stock could have adverse Tax consequences and
are restricted by federal and state securities laws.


ACCORDINGLY,
THIS INVESTMENT IS NOT SUITABLE FOR INVESTORS WHO DO NOT HAVE ADEQUATE LIQUID ASSETS TO AFFORD A LONG TERM, ILLIQUID INVESTMENT.


 


The
securities offered hereby are suitable only for those investors whose business and investment experience make them capable of evaluating
the merits and risks of their prospective investment in the Company, who can afford to bear the economic risk of their investment
for an indefinite period, and who have no need for liquidity in this investment. Each investor will be required to represent that
such investor is acquiring the securities being purchased by such investor for his or her own account as principal, for investment
purposes and not with a view toward resale or distribution and that he or she is aware that his or her transfer rights are restricted
by federal and state securities laws and by the absence of a market for the securities.


 


In
addition, each investor must also represent that (i) his or her overall commitment to investments which are not readily marketable
is not disproportionate to his or her net worth and his or her investment in the securities will not cause such overall commitment
to become excessive; (ii) he or she has evaluated the risks of investing in the Company; (iii) he or she has substantial experience
in making investment decisions of this type or is relying on his, or her own tax adviser, or other qualified investment adviser
in making this investment decision; and (iv) he or she is purchasing the securities for his or her own account, for investment
purposes and not with a view to subsequent distributions. In addition, each investor must represent that he or she has (i) a net
worth (excluding home, home furnishings, and automobiles) in excess of $1,000,000.00, or (ii) a natural person who has an annual
income in excess of $200,000.00 in each of the two most recent years, or a joint income with a spouse of $300,000.00 in each of
those years, and who reasonably expects to reach the same level in the current year.


 


The
Company will also require investors to complete a Subscription Agreement, and may make or cause to be made such other representations
by investors as the Company may deem appropriate. The Company will have absolute discretion regarding the sale of securities to
any prospective purchaser. In addition, because of the complexities, the lack of liquidity and the high degree of risk that an
investment in the securities involves, each prospective purchaser may be required to seek the advice of a person having such knowledge
and experience in financial and business matters as will permit meaningful evaluation of the merits and risks of an investment
in the securities.  


 






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SUMMARY OF THE OFFERING 


 


The
following is a summary of terms and conditions of an investment in Cannabis Global Inc, Inc. a Delaware Corporation (the “Company”).


 


Offering
Terms: 


 


	
        Summary
        of Offering: 

         
	The Company is offering an approximate 10% common share position in the Company for $1,000,000.
	
        Number of Shares
        Offered:

         
	40,000,000 
	
        Price to Investors:

         
	$0.025 per common share.   
	
        Minimum
        Purchase:

         
	The minimum purchase for this financing is Fifty Thousand Dollars ($50,000).  The Company may sell less than the minimum number of Shares at its sole discretion. 
	
        Offering
        Period:

         
	June 21, 2019 through July 31, 2019, unless extended by us to a later date. 
	
        Subscription
        Agreement:

         
	Each of the investors in this Offering and the Company will execute a Subscription Agreement which shall provide for the purchase and sale of the Securities and set forth representations and warranties on behalf of each of the investors and the Company and covenants of the Company. 
	Restrictions On Transfer:	Securities purchased in this Offering may not be transferred or resold except as permitted under The Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption therefrom.  Securities purchased in this Offering will be legended to reflect the foregoing rights and obligations. 


 


The
Company reserves the right to accept or reject any subscription in its sole discretion for any reason whatsoever and to withdraw
this Offering at any time prior to the acceptance of the subscriptions received. Subscription funds paid by a Subscriber whose
subscription is rejected will be returned promptly, without interest or deduction.






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Business Summary


 


MCTC Holdings,
Inc. will be changing its corporate identify to Cannabis Global, Inc. (“Cannabis Global Inc” or “the Company”).


 


The newly
organized Company will operate as a global player in the fast growing and highly lucrative cannabis marketplace and will be involved
in both the industrial hemp markets, where permitted and legal under the 2018 Farm Bill, and the legal marijuana markets, as permitted
and licensed by way of various state and local laws and regulations.


 


By way of
definitions within this document, we reference “hemp” as cannabis that contains less than 0.03% Tetrahydrocannabinol
(“THC”), marijuana as cannabis cultivated and processed to produce a psychoactive effect and “cannabis”
to mean either or both.


 


The philosophy
behind the organization of Cannabis Global Inc is simple:


 


Assemble
a team of highly experienced cannabis entrepreneurs and investors into a publicly traded company and then “roll in”
various high growth assets including IP’s & patents and initiate various new business initiatives within chosen cannabis
sectors in order to produce strong revenue growth and meaningful margins for the Company, thus, producing returns for investors
that exceed the returns generally available via other investments. 


 


While the
directors and executives of the Company are detailed in a later section, these principles consist of individuals with significant
specific and long standing experience as cannabis entrepreneurs, individuals with successful track records as executives in publicly
traded cannabis companies, individuals with meaningful cannabis cultivation and processing experience, in addition to team members
highly experienced in the cannabisrelated capital markets.


 


Initial Assets and Operations


 


While several
acquisitions and roll ups of assets associated with the principals are planned, the initial assets and operations of the Company
will consist of:


 


		1)	Project One - Hemp cultivation and research facility located in Southern



		California,	



		2)	Project Two - Research and development hemp program located at the



Southern
California location,


		3)	Project Three - Powdered cannabis drink mixes, based on proprietary technologies
and,



		4)	Project Four - Development of unique cannabis-related technologies and intellectual
properties with the aim of developing a robust IP portfolio.



 






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These are
outlined in summary form below:





Cannabis Global Inc Redlands Hemp Project


 


The Redlands
Hemp Project will be an integrated hemp and research facility located in Redlands California, which is approximately 75 miles southeast
of Los Angeles. The facility will not hold a hemp cultivation operation, but also few selected research facilities dedicated to
new methods of hemp cultivation, harvesting, drying and packaging biomass for sales to the marketplace.


 


The project
will be conducted as a joint venture with Marijuana Company of America, Inc.


(OTCQB:MCOA)
based on its recently acquired cultivation rights.


 


Even though
located in an area rich in agriculture history, the land on which Redlands Hemp is located has never been farmed. Thus, the Company
will immediately apply for California Organic Certification, a process which generally takes only a few weeks under such circumstances.
Ample water and cultivation resources are also available on site via the Company’s joint venture partners.


 


 


CBD and THC Drink Mixes


Investment bank, Canaccord Genuity
is estimating the CBD cannabis beverage market could make up approximately 20% of the overall cannabis edibles market by 2022.
It is estimated that the THC portion of the marketplace will also be growing very rapidly.


 


The report
cites that one of the major driving factors behind the current market growth for the CBD portion of the sector is the ease of distribution
as there are few regulations limiting market growth. Numerous large beverage companies have expressed strong interest in this market
sub-sector with several already making considerable investments.


 


The vast
majority of the cannabis beverages that have entered the market are pre-mixed beverages. We at Global Cannabis believe a strong
opportunity exists to introduce a different subset of cannabis drinks – pre-packaged powdered cannabis infused that the consumer
mixes with water before consumption.


 


We feel there
are several advantages to entering the powdered drink market. First, there are relatively few products on the market. While leading
websites like WeedMaps list dozens of cannabis edibles and premixed drinks, there are almost no premixed powdered drink mixes.
Second, while larger companies will have little trouble with the infusion technologies, smaller players will experience some level
of entry barrier due to technology issues of infusion and cost of machinery. Additionally, because powdered drink mixes are significantly
cheaper to ship versus premixed drinks, there is an inherent profit margin advantage in favor of powdered drinks.


 



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Our
Powdered Drink Mix Infusion Technologies


 


We have developed
a method to infuse water-soluble substrates with cannabis distillates and isolated cannabinoids. We then combine these infused
substrates with flavorings to create our powdered drink mixes, which are then packaged in “stick pack or sachets” formats.


 


Our infusion
method is based on a proprietary micro-encapsulated, nanoemulsion formulation of cannabis extracts, which are then infused into
organic substrates derived from organic fruits and vegetables.


 


The method,
which utilizes high sheer cavitation with a proprietary mixture of organic carrier oils allows us to produce flavored powders that
when combined with water create drinks with little to almost no cannabis taste.


 


It is well
documented within the field of pharmaceutical science that the use of micro encapsulation and nanoemulsions significantly increases
bioavailability of fat soluble ingredients and provides much faster onset, mainly relating to the psychoactive effects of THC.


 


While at
this time we are making no such claims, we believe it is likely that our formulations are producing similar results. We believe
it is possible at a future date to conduct clinical studies to confirm such possible results.


 


Cannabis
Global Inc plans to introduce the following premixed cannabis infused products:


 


Sweet
Drinks CBD Line – The Company will introduce a series of highly flavored drink mixes similar to the highly successful
Crystal Light product line. These will be infused with 25mg of CBD full spectrum hemp distillates. In the future CBD isolates could
also be used, but the Company believes a full spectrum approach is superior. It is expected that five flavors will initially be
made available. Margins on such products are expected to be very strong. Pricing on a per stick pack level will be targeted at
around $4.00, which compares favorably to other CBD-oriented premixed products. With low cost for shipping, retailers and distributors
will likely be able to command superior margins compared to pre-mixed drinks. Company all-in costs are expected to be well below
$1.00 per stick pack.


 


Sweet
Drinks THC Line - The Company will introduce a line of THC containing sweet drink mixes for the legal recreational cannabis
marketplace. These products will be made in strict accordance with state and local regulations and will, in most cases, contain
no more than 10MG of THC per serving.


 



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Dr.
Matcha Line for Matcha Green Tea Mixes - Under the brand name, Dr. Matcha, the Company will market a line of powdered green
tea and matcha tea drink mixes. We envision both organic and non-organic version of these products. It is envisioned that the Dr.
Matcha product line will be made in versions containing only THC, only CBD, and a combination of both THC and CBD.


 


Other
Coffee and Tea – The Company will approach the powdered coffee and tea markets with a similar cost and pricing structure.
The different target market will require an increased level of sophistication, which will be reflected in the product positioning
and packaging. Initial products will be mainstream ground and instant coffees and teas. The Company will then expand into
subcategories of coffee and tea powdered drink products. It is envisioned that coffee and tea product lines will be made in versions
containing only THC, only CBD, and a combination of both THC and CBD.


 


Energy
Effervescent Tablets – Utilizing excipients from the pharmaceutical industry, which require very little post processing,
the Company will launch a line of effervescent energy tablets containing CBD to be packed in ready made tubes. Several large companies
have developed the non-CBD market for effervescent tablets, but the Company has found no CBD products being marketed. While we
will first produce a CBD only variety, we are also likely to follow on with THC versions of these products.


 


Cocktail
Mixers - While almost all states prohibit the use of alcohol in cannabis products, we plan to introduce a line of powdered
non-alcoholic cocktail mixers that contain THC.





		Distribution	






White
Label Initial Focus


 


While we
will market our own brands, the primary initial strategy will be to white label products for other companies.


 


Numerous
companies have expressed an interest in marketing and distributing the MCTC products. Many of these companies are growing rapidly,
but the product lines being marketed are relatively limited to CBD tinctures, pain creams, and beauty treatments.


 


MCTC management
strongly believes there is a significant void in the market for a white label premixed powdered drinks containing CBD.


 


The Company
believes it will be able to command strong margins via a white label product strategy, while allowing distribution partners to
mark up products by at least 100%.


 






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Retail
and Dispensary Distribution


 


Via our investors
and directors, we have strong access to the legal cannabis dispensary marketplace. We plan to make extensive use of this channel
to market our THC and CBD powdered drink mixes through our private labels.


 


Timing
for Product Introductions


 


With product
development completed, MCTC will be able to enter the market very quickly.


Upon receipt
of adequate capital, management estimates products can be ready for market distribution within 60 days.


 


Intellectual Property


 


Cannabis
Global Inc also plans to develop, patent and license several cannabis-related technologies.


 


It is envisioned
these will include:


 


Dissolvable
Edible CBD Film


 


The
Company has made an agreement with a Southern California based inventor to create a joint venture to develop and patent a dissolvable
edible film containing cannabidiol.


 


We envision
this dissolvable film being utilized as a packaging technology for various powdered foods. The Company will be able to develop
its own products based on the film technology or will be able to license the film to food manufacturers. Upon completion of an
effective joint venture agreement with the inventor, the joint venture plans to file a provisional patent to protect the invention(s).


 


4D
Printed Cannabinoid Delivery System for Foods and Beverages


 


Company
personnel have also developed a novel methodology for delivering cannabinoids to foods and beverages utilizing 3D printing technology.
This technology has been modified to include a “4th dimension” to the delivery system.


 


The
technology is in the form of an edible disc that when placed into a beverage releases the active ingredient while changing into
unique predetermined shapes.


 


The
Company will seek to file provisional patent(s) on this technology.


 






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Patents
on Unique Formulations


 


The
Company will also seek intellectual property for its unique product formulations, via provisional patent process.


 


We envision
multiple provisional patent applications filings over the short-term relative to these formulations.


 


The
Cannabis Global Inc Team


 


Arman
Tabatabaei - CEO and Chairman


 


Mr. Tabatabaei
is a founder and Chairman of Cannabis Global Inc, Inc. With over 15 years of management and operations experience, he has earned
a strong reputation for a numbersbased analytical approach to the management of organizations. An expert at data collection and
analysis relative to resource management, risk forecasting and profit and loss management, he has made significant progress in
revamping operations of several companies over the past few years.


 


Most recently,
Mr. Tabatabaei has consulted with Cannabis Strategic Ventures (OTCQB:NUGS) on various growth initiatives relative to both cannabis
cultivation and the organization of new hemp-related retail operations. At Sugarmade, Inc., (OTCQB:SGMD) he has been instrumental
in revamping various operations relative to the Company’s hydroponic growth supplies initiatives.


 


Previously,
he consulted with large corporations to create supply chain efficiencies using mathematical models and software such as JPM, SPSS
and Minitab. Arman is also well versed in the retail industry after having started and successfully selling several retail establishments.


 


Mr. Tabatabaei
possesses a Master of Business Administration degree from the University of


Redlands,
with additional post-graduate work in predictive analysis from Pennsylvania State University and a Bachelor of Science degree in
health sciences, with an emphasis on mathematics and physics.


 


Robert
Hymers - Director


 


Mr. Robert
L. Hymers is a founder and Director of Cannabis Global Inc. Inc. He has significant experiences in the cannabis sector and as a
financial executive and consultant. Mr. Hymers is the Managing Partner of Pinnacle Tax Services in Los Angeles and was previously
Chief Financial Officer and Director of Marijuana Company of America, Inc. (OTC: MCOA). He currently serves as a member of the
Strategic Advisory Board at MassRoots, Inc., as a consultant for Cannabis Strategic Ventures, Inc. (OTC: NUGS) and Sugarmade Inc.
(OTC: SGMD), with significant experience in matters concerning tax accounting, auditing, SEC reporting, mergers and acquisitions,
and corporate finance. Mr. Hymers holds a Master of Science in Taxation and a Bachelor’s of Science in Accountancy, in addition
to a CPA license.






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Robert also
has specific tax audit experience by way of employment at Ernst & Young (EY) where he worked in the firm’s core assurance
practice performing audits of publicly and privately held companies, specifically in the real estate industry. Mr. Hymers subsequently
transferred to the EY's tax practice, where he specialized in providing tax services to clients in the real estate industry. Mr.
Hymers specializes in partnership taxation. In addition, He has a broad range of experience, including ASC 740 tax provision audits,
FIN 48 compliance, REIT compliance, preparation of 1120, 1065, and 1120S returns, multi-state tax compliance and international
tax consulting. He was also a member of EY’s National Tax Group (FSO) for several years, which services private equity firms,
hedge funds and banks. Previously he was also the VP of Finance and Accounting of Everlert's wholly owned subsidiary, Totalpost
Services, Inc., located in Monrovia, California and was CFO of Global Hemp Group, Inc. (OTCQB: GBHPF).


 


Edward
Manolos - Director


 


Mr. Edward
Manolos a founder and Director at Cannabis Global Inc, Inc. and is one of the most accomplished pioneers in California’s
Medical Marijuana industry.


 


In 2004,
he opened the very first Medical Marijuana Dispensary in Los Angeles County under the name CMCA. He has managed and operated over
thirty five dispensaries from Los Angeles to San Jose including twenty In Los Angeles Pre-ICO/Prop D. He is also credited with
starting Los Angeles’ first Medical Marijuana farmers market referred to as “The California Heritage Farmer’s
Market,” which attracted local and international media attention and was the first of its kind.


 


He is currently
a member of the board of directors of Marijuana Company of America


(OTCQB: MCOA).
In 2016, Mr. Manolos was appointed to the advisory board of Marijuana Company of America and Cannabis Strategic Ventures (OTCQB:
NUGS) and was tasked with identifying and structuring strategic partnerships and driving product development.


 


Mr. Manolos
is also the founder of many successful companies, such as Natural Plant Extracts of California (NPEC), located in Lynwood, CA and
holds one of the first State of California issued volatile manufacturing licenses. NPEC has added distribution and delivery licenses
and is locking in distribution contracts with some of the largest licensed cannabis brands in California. He is also affiliated
with Everest Biosynthesis Group, a leading producer of pharmaceutical grade CBD.


 


He also co-founded
Ocen Communications Inc. in 1997, which was previously traded on NASDAQ under the symbol OCEN, which was an Asia-focused internet
communications service provider transmitting voice, fax, and data communications for consumers, carriers and corporations. His
diverse entrepreneurial focus led him to later launch the KIWIBERRI Frozen yogurt franchise in 2005.


 


Mr. Manolos
has also provided consulting services to numerous other companies relative to the obtainment of California and Washington marijuana
retail and production licenses. Mr Manolos graduated from the University of California, Riverside with a Bachelor of Science degree
in Computer Science and Business Administration.


 


 



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Important
Risk Factors 


An investment
in Cannabis Global Inc, Inc. involves significant risk. 


 


You
should seek the advice of appropriate professional advisors if you do not possess the necessary background or experiences to analyze
or manage these risks.


 


You
should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating
our company and our business before purchasing our securities. Our business, operating results and financial condition could be
seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due
to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.


 


Risks Related to Our Business


 


We
plan on deriving most, or a substantial portion of our revenues from the cultivation, processing, and distribution of cannabis
and cannabis contained items. 


 


Operation
of new businesses, or existing businesses, in the cannabis sector involves a great deal of risk and our investors should be prepared
accordingly to accept a high level of investment risk, including loss of all invested capital.


 


The
Farm Bill recently passed, and undeveloped shared state-federal regulations over hemp cultivation and production may impact our
business. 


 


The
Farm Bill was signed into law on December 20, 2018. Under Section 10113 of the Farm Bill, state departments of agriculture must
consult with the state’s governor and chief law enforcement officer to devise a plan that must be submitted to the Secretary
of USDA. A state’s plan to license and regulate hemp can only commence once the Secretary of USDA approves that state’s
plan. In states opting not to devise a hemp regulatory program, USDA will need to construct a regulatory program under which hemp
cultivators in those states must apply for licenses and comply with a federallyrun program. The details and scopes of each state’s
plans are not known at this time and may contain varying regulations that may impact our business. Even if a state creates a plan
in conjunction with its governor and chief law enforcement officer, the Secretary of the USDA must approve it. There can be no
guarantee that any state plan will be approved. Review times may be extensive. There may be amendments and the ultimate plans,
if approved by states and the USDA, may materially limit our business depending upon the scope of the regulations.


 






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Laws
and regulations affecting our industry to be developed under the Farm Bill are in development. 


 


As a
result of the Farm Bill’s recent passage, there will be a constant evolution of laws and regulations affecting the hemp industry
that could detrimentally affect our operations. Local, state and federal hemp laws and regulations may be broad in scope and subject
to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees
and ultimately require us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt
our business and result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future
laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will
be directly applicable to our business.


 


Our
current or planned involvement in the cultivation, processing, distribution, and general activities relating to cannabis may conflict
with the Federal Controlled Substances Act. 


 


Cannabis,
marijuana and derivatives, while legal in California and in some other states, remains illegal under federal law, and are “Schedule
1” drugs under the Controlled Substances Act (21 U.S.C. § 811). As Schedule 1 drugs, cannabis, marijuana and derivatives
are viewed as being highly addictive and having no medical value. The United States Drug Enforcement Agency enforces the Controlled
Substances Act, and persons violating it are subject to federal criminal prosecution. The criminal penalty structure in the Controlled
Substances Act is determined based on the specific predicate violations, including but not limited to: simple possession, drug
trafficking, attempt and conspiracy, distribution to minors, trafficking in drug paraphernalia, money laundering, racketeering,
environmental damage from illegal manufacturing, continuing criminal enterprise, and smuggling. A first conviction under the Controlled
Substances Act can generally result in possible fines from $250,000 to $50 million dollars, and incarceration for periods generally
from five and up to forty years. For a second conviction, fines increase generally from $500,000 to $75 million dollars, and incarceration
for periods generally from ten years to twenty years to life. Some of our such business activities is in direct conflict with the
federal Controlled Substances Act. If the federal government were to enforce the Controlled Substances Act as it relates to cannabis,
said activities could be materially affected.


 


Risk
of government action 


 


While
we will use our best efforts to comply with all laws, including federal, state and local laws and regulations, there is a possibility
that governmental action to enforce any alleged violations may result in legal fees and damage awards that would adversely affect
us.


 


We
are a new business and we may never be successful 


 


We are
just beginning business operations and have as of yet developed no revenue streams. As a result, we may incur significant financial
losses in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that our Company will
prove successful. We cannot provide investors with any assurance that our business will attract customers and investors. If we
are unable to address these risks, there is a high probability that our business will fail.






    	 	13	 



    	 



    

 


 


Because
our business is dependent upon continued market acceptance by consumers, any negative trends will adversely affect our business
operations 


 


We will
be substantially dependent on continued market acceptance and proliferation of consumers of cannabis and cannabis related products.
We believe that as cannabis, hemp and hemp-derived CBD becomes more accepted as a result of the passage of the Farm Bill, the stigma
associated with these sector will diminish and as a result consumer demand will continue to grow. While we believe that the market
and opportunity in the hemp space continues to grow, we cannot predict the future growth rate and size of the market. Any negative
outlook on the industry will adversely affect our business operations.


 


The
possible FDA Regulation of hemp and industrial hemp derived CBD, and the possible registration of facilities where hemp is grown
and CBD products are produced, if implemented, could negatively affect the cannabis industry generally, which could directly affect
our financial condition


 


The
Farm Bill established that hemp containing less the .03% THC was no longer a


Schedule
1 drug under the CSA. Previously, the U.S. Food and Drug Administration (“FDA”) did not approve hemp or CBD derived
from hemp as a safe and effective drug for any indication. The FDA considered hemp and hemp-derived CBD as illegal Schedule 1 drugs.
Further, the FDA has concluded that products containing hemp or CBD derived from hemp are excluded from the dietary supplement
definition under sections 201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug & Cosmetic Act, respectively. However, as a result
of the passage of the Farm Bill, at some indeterminate future time, the FDA may choose to change its position concerning products
containing hemp, or CBD derived from hemp, and may choose to enact regulations that are applicable to such products, including,
but not limited to: the growth, cultivation, harvesting and processing of hemp; regulations covering the physical facilities where
hemp is grown; and possible testing to determine efficacy and safety of hemp derived CBD. In this hypothetical event, products
containing CBD may be subject to regulation. In the hypothetical event that some or all of these regulations are imposed, we do
not know what the impact would be on the hemp industry in general, and what costs, requirements and possible prohibitions may be
enforced. If we are unable to comply with the conditions and possible costs of possible regulations and/or registration as may
be prescribed by the FDA, we may be unable to continue to operate our business.


 


We
may have difficulty accessing the service of banks 


 


It is
often difficult for cannabis business to access the services of banks and we may experience such difficulties. On February 14,
2014, the U.S. government issued rules allowing banks to legally provide financial services to state-licensed cannabis businesses.
A memorandum issued by the Justice Department to federal prosecutors re-iterated guidance previously given, this time to the financial
industry, that banks can do business with legal cannabis businesses and "may not" be prosecuted. We assume this applies
to hemp. The Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued guidelines to banks that "it is possible
to provide financial services"" to state-licensed cannabis (and hemp) businesses and still be in compliance with federal
anti-money laundering laws. These provisions created barriers to our banking operations. With the passage of the Farm Bill, we
expect that the banking industry will be more open to doing business with compliant hemp businesses. However, this may take time
and may not result in a more open banking climate. We expect that banks will be more open to serving hemp businesses, but there
is no guarantee – even with the passage of the Farm Bill.


 






    	 	14	 



    	 



    

 


Banking
regulations in our business are costly and time consuming 


 


In assessing
the prospective risk of providing services to a cannabis or hemp-related business, a financial institutions may conduct customer
due diligence that includes: (i) verifying with the appropriate state authorities whether the business is duly licensed and registered;
(ii) reviewing the license application (and related documentation) submitted by the business for obtaining a state license to operate
its cannabis-related business; (iii) requesting from state licensing and enforcement authorities available information about the
business and related parties; (iv) developing an understanding of the normal and expected activity for the business, including
the types of products to be sold; (v) ongoing monitoring of publicly available sources for adverse information about the business
and related parties; (vi) ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance;
and (vii) refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the risk.
With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution
may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information
available. These regulatory reviews may be time consuming and costly.


 


Due
to our involvement in the cannabis and hemp industries, we may have a difficult time obtaining the various insurances that are
desired to operate our business, which may expose us to additional risk and financial liability 


 


Insurance
that is otherwise readily available, such as general liability, and directors and officers’ insurance, is more difficult
for us to find, and more expensive, because we are service providers to companies in the cannabis industry. There are no guarantees
that we will be able to find such insurance in the future, or that the cost will be affordable to us. If we are forced to go without
such insurance, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional
risk and financial liabilities.


 


The
Company’s industry is highly competitive, and we have less capital and resources than many of our competitors which may give
them an advantage in developing and marketing products similar to ours or make our products obsolete. 


 


We are
involved in a highly competitive industry where we may compete with numerous other companies who offer alternative methods or approaches,
who may have far greater resources, more experience, and personnel perhaps more qualified than we do. Such resources may give our
competitors an advantage in developing and marketing products similar to ours or products that make our products less desirable
to consumers or obsolete. There can be no assurance that we will be able to successfully compete against these other entities.






    	 	15	 



    	 



    

 


 


We also
expect that new competitors may introduce products or services that are directly or indirectly competitive with us. These competitors
may succeed in developing products and services that have greater functionality or are less costly than our products and services
and may be more successful in marketing such products and services. Technological changes have lowered the cost of operating communications
and computer systems and purchasing software. These changes reduce our cost of selling products and providing services, but also
facilitate increased competition by reducing competitors’ costs in providing similar services. This competition could increase
price competition and reduce anticipated profit margins.


 


We
cannot guarantee that we will succeed in achieving our goals, and our failure to do so would have a material adverse effect on
our business, prospects, financial condition and operating results


 


We are
a new business operating in a relatively new market sector. As is typical in a new and rapidly evolving industry, demand and market
acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. Because the market
for our Company is new and evolving, it is difficult to predict with any certainty the size of this market and its growth rate,
if any. We cannot guarantee that a market for our Company will develop or that demand for our products will emerge or be sustainable.
If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, our business, financial
condition and operating results would be materially adversely affected.


The
Company’s failure to continue to attract, train, or retain highly qualified personnel could harm the Company’s business



The
Company’s success also depends on the Company’s ability to attract, train, and retain qualified personnel, specifically
those with management and product development skills. In particular, the Company must hire additional skilled personnel to further
the Company’s research and development efforts. Competition for such personnel is intense. If the Company does not succeed
in attracting new personnel or retaining and motivating the Company’s current personnel, the Company’s business could
be harmed.






    	 	16	 



    	 



    

 


 


The
loss of key management personnel could adversely affect our business 


We
depend on the continued services of our executive officers and senior management team as they work closely with independent associate
leaders and are responsible for our day-to-day operations. Our success depends in part on our ability to retain our executive
officers, to compensate our executive officers at attractive levels, and to continue to attract additional qualified individuals
to our management team. Although we have entered into employment agreements with our senior management team, and do not believe
that any of them are planning to leave or retire in the near term, we cannot assure you that our senior managers will remain with
us. The loss or limitation of the services of any of our executive officers or members of our senior management team, or the inability
to attract additional qualified management personnel, could have a material adverse effect on our business, financial condition,
results of operations, or independent associate relations.


The
lack of available and cost-effective directors and officer’s insurance coverage in our industry may cause us to be unable
to attract and retain qualified executives, and this may result in our inability to further develop our business


Our
business depends on attracting independent directors, executives and senior management to advance our business plans. We currently
do not have directors and officers’ insurance to protect our directors, officers and the company against possible third-party
claims. This is due to the significant lack availability of such policies in the cannabis industry at reasonably competitive prices.
As a result, the Company and our executive directors and officers are susceptible to liability claims arising by third parties,
and as a result, we may be unable to attract and retain qualified independent directors and executive management causing the development
of our business plans to be impeded as a result.


There
could be unidentified risks involved with an investment in our securities 


 


The
foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional
risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe the information
provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our
securities, you should read this entire prospectus and consult with your own investment, legal, tax and other professional advisors.
An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company
for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties
of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial
returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.


 


Risks Related to the Company


 


Uncertainty
of profitability 


 


We are
a new business and there can be no assurance we will ever produce viable products or produce meaningful revenues. Our revenues
and our profitability may be adversely affected by economic conditions and changes in the market for our products. Our business
is also subject to general economic risks that could adversely impact the results of operations and financial condition.


 


Because
of the nature of the type of businesses we plan to enter it is difficult to accurately forecast revenues and operating results
and these items could fluctuate in the future due to a number of factors. These factors may include, among other things, the following:


 



    	 	17	 



    	 



    




		·	Our ability to raise sufficient capital to take advantage of opportunities
and generate sufficient revenues to cover expenses.



 


		·	Our ability to source strong opportunities with sufficient risk adjusted
returns.






·
Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes
in the developing legal cannabis; CBD, medical marijuana and recreational marijuana industries.



· The
amount and timing of operating and other costs and expenses. 


·
The nature and extent of competition from other companies that may reduce market share and create pressure on pricing
and investment return expectations.


		·	Adverse changes in the national and regional economies in which we will participate, including, but
not limited to, changes in our performance, capital availability, and market demand.



  


·
Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including,
but not limited to, a change in circumstances, capacity and economic impacts


·
Adverse developments in the efforts to legalize cannabis or increased federal enforcement.



· Changes
in laws, regulations, accounting, taxation, and other


requirements
affecting our operations and business. 


·
Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times,
these fluctuations may be significant.


Management
of growth will be necessary for us to be competitive 


 


Successful
expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships,
and shareholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships
to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial,
management, and operational resources, yet failure to expand will inhibit our profitability goals.






    	 	18	 



    	 



    

 


 


We
are entering into a potentially highly competitive market 


 


The
markets for businesses in the cannabis and hemp industries are competitive and evolving. In particular, we face strong competition
from larger companies that may be in the process of offering similar products and services to ours. Many of our current and potential
competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases
than we have (or may be expected to have).


 


Given
the rapid changes affecting the global, national, and regional economies generally and the cannabis and hemp industries, in particular,
we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to
keep pace with any changes in its markets, especially with legal and regulatory changes. Our success will depend on our ability
to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate
or respond adequately to such changes could have a material adverse effect on our financial condition, operating results, liquidity,
cash flow and our operational performance.


 


If
we fail to protect our intellectual property, our business could be adversely affected 


 


Our
viability will depend, in part, on our ability to develop and maintain the proprietary aspects of products and brands to distinguish
our products and services from our competitors' products and services. We will rely on patents, copyrights, trademarks, trade secrets,
and confidentiality provisions to establish and protect our intellectual property.


 


Any
infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We may have
to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs
and require a significant amount of our time.


 


Competitors
may also harm our sales by designing products that mirror the capabilities of our products or technology without infringing on
our intellectual property rights. If we do not obtain sufficient protection for our intellectual property, or if we are unable
to effectively enforce our intellectual property rights, our competitiveness could be impaired, which would limit our growth and
future revenue.


 


We may
also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual property
rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute, and there can be no
assurance that we will have the financial or other resources to enforce our rights or be able to enforce our rights or prevent
other parties from developing similar technology or designing around our intellectual property.






    	 	19	 



    	 



    

 


 


Our
trade secrets may be difficult to protect 


 


Our
success depends upon the skills, knowledge and experience of our personnel, our consultants and advisors. Because we operate in
a highly competitive industry, we rely in part on trade secrets to protect our proprietary products and processes. However, trade
secrets are difficult to protect. We will enter into confidentiality or non-disclosure agreements with our corporate partners,
employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that
the receiving party keep confidential and not disclose to third party’s confidential information developed by the receiving
party or made known to the receiving party by us during the course of the receiving party's relationship with us. These agreements
also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive
property, and we enter into assignment agreements to protect our rights.


 


These
confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights
to us. Our trade secrets also could be independently discovered by competitors, in which case we would not be able to prevent the
use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and was using
our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. The failure to obtain
or maintain meaningful trade secret protection could adversely affect our competitive position.


 


Our
Business Can be affected by unusual weather patterns or other problems inherent to cultivation and processing of cultivated materials.



 


The
production of some of our products relies on the availability and use of live plant material. Growing periods can be impacted by
weather patterns and these unpredictable weather patterns may impact our ability to harvest hemp. In addition, severe weather,
including drought and hail, can destroy a hemp crop, which could result in us having no hemp to harvest, process and sell. If our
suppliers are unable to obtain sufficient hemp from which to process CBD, our ability to meet customer demand, generate sales,
and maintain operations will be impacted. There are a host of other issues inherent to cultivation and the processing of cultivated
materials, these include, but are not limited to: pesticide residues, molds, mildews, insect damage, spoilage, unacceptable test
results of crops and/or completed products. All of these factors, and others inherent to cultivation and related processing, could
significantly affect our business and result in loss of investment.


 



    	 	20	 



    	 



    




Risks Related to Our Common Shares


 


Because
we may issue additional shares of our common stock, investment in our company could be subject to substantial dilution 


 


We anticipate
that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock.
If we do sell more common stock, investors’ investment in our company will be diluted. Dilution is the difference between
what investors pay for their stock and the net tangible book value per share immediately after the additional shares are sold by
us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.


 


Trading
in our common stock has been subject to wide fluctuations. Wide fluctuations in the future are likely 


 


Our
common stock is currently quoted for public trading on the Pink Sheet Market Tier. The trading price of our common stock has been
subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which
will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of companies with limited business operation. There can be no assurance
that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad
market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company’s securities, securities classaction litigation
has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s
attention and resources.


 


We
plan corporate action with The Financial Industry Regulatory Authority (FINRA) - 


There
can be no assurances will be successful in these corporate actions 


 


A FINRA
corporate action is an event by a public company that may affect the company’s securities and, therefore, its shareholders.
Corporate actions can range from making a change to a company’s name to issuing a dividend or other distribution to a major
restructuring of the company. We plan several corporate actions which will require the approval by FINRA. There can be no assurances
we will be successful in these corporate actions. Our inability to implement such corporate actions could negatively affect our
ability to attract capital and could impact our business negatively in other ways.


 


Delaware
law provides the rights for corporations to indemnify officers and directors. Thus, our By-Laws provide for the indemnification
of our officers and directors at our expense, and correspondingly limits their liability, which may result in a major cost to us
and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors



 


Our
By-Laws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible
under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of our directors and
our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware
law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director's duty of loyalty,
(ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends
or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper
benefit. These provisions do not affect a director's liabilities under the federal securities laws or the recovery of damages by
third parties.


 



    	 	21	 



    	 



    




We
do not intend to pay cash dividends on any investment in the shares of stock of our Company and any gain on an investment in our
Company will need to come through an increase in our stock’s price, which may never happen 


 


We have
never paid any cash dividends and currently do not intend to pay any cash dividends for the foreseeable future. To the extent that
we require additional funding currently not provided for, our funding sources may prohibit the payment of a dividend. Because we
do not currently intend to declare dividends, any gain on an investment in our company will need to come through an increase in
the stock’s price. This may never happen, and investors may lose all of their investment in our company.


 


Our
securities are subject to penny stock rules. You may have difficulty re-selling your shares 


 


Our
shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice
requirements on broker/dealers who sell our company’s securities including the delivery of a standardized disclosure document;
disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly
account statements. These rules apply to companies whose shares are not traded on a national stock exchange, trade at less than
$5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These
rules require brokers who sell “penny stocks” to persons other than established customers and “accredited investors”
to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning
the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of
common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise
funds in the primary market for our shares of common stock.


 


FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell our stock 


 


In
addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”)
has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds
for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial
status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there
is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements
make it more difficult for broker- dealers to recommend that their customers buy our common shares, which may limit your ability
to buy and sell our stock and have an adverse effect on the market for our shares.


 


Costs
and expenses of being a reporting company under the 1934 Securities and 


Exchange
Act may be burdensome and prevent us from achieving profitability 


 


As a public
company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and parts of the Sarbanes-Oxley
Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial
compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel,
systems and resources.


 






    	 	22	 



    	 



    

 


There
could be unidentified risks involved with an investment in our securities 


 


The
foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional
risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe this the
information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to
invest in our securities, you should read this entire prospectus and consult with your own investment, legal, tax and other professional
advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in
the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations
or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities,
any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.


 


COMMON STOCK
SUBSCRIPTION 


		AGREEMENT	



THIS SUBSCRIPTION
AGREEMENT (this “Agreement”), is dated as of July 10, 2019, by and between Cannabis Global Inc, a Nevada
corporation (the “Company”) and wholly owned subsidiary of MCTC Holdings, Inc. a Delaware Corporation, and
Hampton Growth Resources, LLC (the “Su 


		RECITALS:	



 


WHEREAS,
the Company and the Subscriber are executing and delivering this


Agreement
in reliance upon an exemption from securities registration afforded by Rule 506(b) of Regulation D is considered a “safe
harbor” under Section 4(a)(2) (“Regulation D”) as promulgated by the United States Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).


 


WHEREAS,
the Company has engaged in a private offering (the “Offering”) in which the Subscriber agrees to purchase and
the Company agrees to offer and sell common shares at the price of $0.025 for each common share with a maximum purchase of One
Million Dollars ($1,000,000).


WHEREAS,
the Company desires to enter into this Agreement to issue and sell the Purchased Shares and the Subscriber desires to purchase
that number of Purchased Shares set forth in Appendix A, hereto on the terms and conditions set forth herein.


		AGREEMENT:	



NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby
agree as follows:


1.                 
Purchase and Sale of Purchased Shares. Subject to the satisfaction or


waiver of
the terms and conditions of this Agreement, on the Closing Date (as defined below), each Subscriber shall purchase and the Company
shall sell to each Subscriber the Purchased Units for the portion of the Purchase Price designated on the signature pages hereto.


 


2.                 
Closing. The issuance and sale of the Purchased Shares shall occur on


the closing
date (the “Closing Date”), which shall be the date that Subscriber funds representing the net amount due to
the Company from the Purchase Price of the Offering is transmitted by wire transfer or otherwise to or for the benefit of the Company.
The consummation of the transactions contemplated herein (the “Closing”) shall take place such date and time
as the Subscriber and the Company may agree upon; provided, that all of the conditions set forth in Section 11 hereof and
applicable to the Closing shall have been fulfilled or waived in accordance herewith.






    	 	23	 



    	 



    

 


3.                 
Subscriber Representations, Warranties and Covenants.  The Subscriber hereby represents
and warrants to and agrees with the Company that:


 


		(a)	Organization and Standing of the Subscriber. If such Subscriber is
an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or organization.



 


		(b)	Authorization and Power. Such Subscriber has the requisite power
and authority to enter into and perform this Agreement and the other Transaction Documents (as defined in Section 4(c)) and to
purchase the Purchased Shares being sold to it hereunder. The execution, delivery and performance of this Agreement and the other
Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or
its Board of Directors, stockholders, partners, members, as the case may be, is required. This Agreement and the other Transaction
Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute when executed
and delivered, a valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with the terms
thereof.



 


		(c)	No Conflicts. The execution, delivery and performance of this Agreement
and the other Transaction Documents and the consummation by such Subscriber of the transactions contemplated hereby and thereby
or relating hereto do not and will not (i) result in a violation of such Subscriber’s charter documents or bylaws or other
organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement,
indenture or instrument or obligation to which such Subscriber is a party or by which its properties or assets are bound, or result
in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable
to such Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate,
have a material adverse effect on such Subscriber). Such Subscriber is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any
of its obligations under this Agreement and the other Transaction Documents or to purchase the Purchased Shares in accordance with
the terms hereof, provided that for purposes of the representation made in this sentence, such Subscriber is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company herein.



 


		(d)	Acquisition for Investment. The Subscriber is acquiring the Purchased
Shares solely for its own account for the purpose of investment and not with a view to or for resale in connection with a distribution.
The Subscriber does not have a present intention to sell the Purchased Shares, nor a present arrangement (whether or not legally
binding) or intention to effect any distribution of the Purchased Shares to or through any person or entity. The Subscriber acknowledges
that it is able to bear the financial risks associated with an investment in the Purchased Shares and that it has been given full
access to such records of the Company and the subsidiaries and to the officers of the Company and the subsidiaries and received
such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge
and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be
able to evaluate the risks and merits of its investment in the Company.



 






    	 	24	 



    	 



    

 


 


		(e)	Information on Company. Such Subscriber has been furnished with or
has had access his or her required or requested information about the Company. Subscriber is satisfied with the information made
available.



 


		(f)	Opportunities for Additional Information. The Subscriber acknowledges
that the Subscriber has had the opportunity to ask questions of and receive answers from, or obtain additional information from,
the executive officers of the Company concerning the financial and other affairs of the Company.



 


		(g)	Information on Subscriber. Subscriber is, and will be on the Closing
Date, an



“accredited
investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in
investments and business matters, has made investments of a speculative nature and has Purchased Shares of United States publicly-owned
companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax
and other business matters as to enable such Subscriber to utilize the information made available by the Company to evaluate the
merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative
investment. Such Subscriber has the authority and is duly and legally qualified to purchase and own the Purchased Shares. Such
Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information
set forth on the signature page hereto regarding such Subscriber is accurate.


 


		(h)	Compliance with 1933 Act. Such Subscriber understands and agrees
that the Purchased Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their
issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations
and warranties of the Subscriber contained herein), and that such Purchased Shares must be held indefinitely unless a subsequent
disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. The Subscriber
acknowledges that the Subscriber is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated
pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales
only under certain circumstances. The Subscriber understands that to the extent that Rule 144 is not available, the Subscriber
will be unable to sell any Purchased Shares without either registration under the 1933 Act or the existence of another exemption
from such registration requirement. In any event, and subject to compliance with applicable securities laws, the Subscriber may
enter into lawful hedging transactions in the course of hedging the position they assume and the Subscriber may also enter into
lawful short positions or other derivative transactions relating to the Purchased Shares, and deliver the Purchased Shares, to
close out their short or other positions or otherwise settle other transactions, or loan or pledge the Purchased Shares, to third
parties who in turn may dispose of these Purchased Shares.



 


		(i)	Purchased Shares Legend. The Purchased Shares shall bear the following
or similar legend



 






    	 	25	 



    	 



    

 


THE
SALE OF THE PURCHASED SHARES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
NOR APPLICABLE STATE SECURITIES LAWS. THE PURCHASED SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE PURCHASED SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT, OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, THE


PURCHASED
SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE PURCHASED
SHARES.”: 


 


		(j)	Communication of Offer. The offer to sell the Purchased Shares was
directly communicated to such Subscriber by the Company. At no time was such Subscriber presented with or solicited by any leaflet,
newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited
to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.



		(k)	Restricted Securities. Such Subscriber understands that the Purchased
Shares have not been registered under the 1933 Act and such Subscriber will not sell, offer to sell, assign, pledge, hypothecate
or otherwise transfer any of the Purchased Shares unless pursuant to an effective registration statement under the 1933 Act, or
unless an exemption from registration is available. Notwithstanding anything to the contrary contained in this Agreement, such
Subscriber may transfer (without restriction and without the need for an opinion of counsel) the Purchased Shares to its Affiliates
(as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate
agrees to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an “Affiliate”
of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect
common control with such person or entity. Affiliate includes each Subsidiary of the Company. For purposes of this definition,
“control” means the power to direct the management and policies of such person or firm, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.



 


		(l)	No Governmental Review. Such Subscriber understands that no United
States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of
the Purchased Shares or the suitability of the investment in the Purchased Shares nor have such authorities passed upon or endorsed
the merits of the offering of the Purchased Shares.



 


		(m)	Correctness of Representations. Such Subscriber represents that the
foregoing representations and warranties are true and correct as of the date hereof and, unless such Subscriber otherwise notifies
the Company prior to the Closing Date, shall be true and correct as of the Closing Date. The Subscriber understands that the Purchased
Shares are being offered and sold in reliance on a transactional exemption from the registration requirement of Federal and state
securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability
of the Subscriber to acquire the Purchased Shares.



		(n)	No Brokers. Such Subscriber has not taken any action which would
give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement
or the transactions contemplated hereby.







    	 	26	 



    	 



    

(0)Risk
Factor Review. The Subscriber has reviewed and has further initialed on the Agreement signature page that he or she has reviewed
and understands the Risk Factors outline herein. The Subscriber further agrees that he or she has had the opportunity to ask questions
of management of the Company relative to these risk factors and any other factors relating the risk of this investment.


4.
Company Representations and Warranties. The Company represents


and warrants
to and agrees with each Subscriber that:


		(a)	Due Incorporation. The Company is a corporation or other entity duly
incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization
and has the requisite corporate power to own its properties and to carry on its business as presently conducted. The Company is
duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business
conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so
qualify would not have a Material Adverse Effect. For purposes of this Agreement, a “Material Adverse Effect”
means any material adverse effect on the business, operations, properties, or financial condition of the Company and its Subsidiaries
individually, or in the aggregate and/or any condition, circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect. For purposes
of this Agreement, “Subsidiary” means, with respect to any entity at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint venture or other business entity of which more than 30%
of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the
board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest
in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association,
joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time
of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity.



		(b)	Outstanding Stock. All issued and outstanding shares of capital stock
and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.



		(c)
	Authority; Enforceability. This Agreement, the Purchased Shares,
and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction
Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of
the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general
principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents
and to perform its obligations thereunder.



 






    	 	27	 



    	 



    

 


		(d)	Consents. No consent, approval, authorization or order of any court,
governmental agency or body or arbitrator having jurisdiction over the Company, or any of its Affiliates, or the Company’s
shareholders is required for the execution by the Company of the Transaction Documents and compliance and performance by the Company
of its obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Purchased Shares.
The Transaction Documents and the Company’s performance of its obligations thereunder have been approved by the Company’s
Board of Directors. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any governmental authority in the world, including without limitation, the United States, or elsewhere is required
by the Company or any Affiliate of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except as would not otherwise have a Material Adverse Effect or the consummation of any of the other agreements, covenants or commitments
of the Company or any Subsidiary contemplated by the other Transaction Documents. Any such qualifications and filings will,S



in the case
of qualifications, be effective on the Closing and will, in the case of filings, be made within the time prescribed by law.


		(e)	No Violation or Conflict. Assuming the representations and warranties
of the Subscriber in Section 3 are true and correct, neither the issuance nor sale of the Purchased Shares nor the performance
of the Company’s obligations under this Agreement and all other Transaction Documents entered into by the Company relating
thereto will:



violate, conflict
with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both
would be reasonably likely to constitute a default) under (A) the articles or certificate of incorporation, charter or bylaws of
the Company, or (B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination
applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over
the properties or assets of the Company or any of its Affiliates; or


(i)              
result in the creation or imposition of any lien, charge or encumbrance upon the Purchased Shares or any of the assets
of the Company or any of its Subsidiaries.


		(f)	The Purchased Shares. The Purchased Shares upon issuance:



(i)              
are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions
upon transfer under the 1933 Act and any applicable state securities laws;


(ii)            
have been, or will be, duly and validly authorized and on the date of issuanceof the Purchased Shares, the Purchased
Shares will be duly and validly issued, fully paid and nonassessable;


(iii)          
will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities
of the Company or rights to acquire securities of the Company; and


(iv)          
will not subject the holders thereof to personal liability by reason of beingsuch holders.






    	 	28	 



    	 



    

 


		(g)	Litigation. There is no pending or, to the best knowledge of the
Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having
jurisdiction over the Company, or any of its Affiliates that would affect the execution by the Company or the complete and timely
performance by the Company of its obligations under the Transaction Documents.



		(h)	Information Concerning Company. The Reports contain all material
information relating to the Company and its operations and financial condition as of their respective dates which information is
required to be disclosed therein. The Reports, including the financial statements included therein do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
taken as a whole, not misleading in light of the circumstances and when made.



		(i)	No General Solicitation. Neither the Company, nor any of its Affiliates,
nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Purchased Shares.



		(j)	Survival. The foregoing representations and warranties shall survive
for a period of one year after the Closing Date.



		(k)	No Brokers. Neither the Company nor any Subsidiary has taken any
action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating
to this Agreement or the transactions contemplated hereby.



5.Registration
Rights.


		(a)	Registration Statement Requirements. The Company shall file, on a
best efforts basis, within six months of closing, with the Commission a Form S-1 registration statement (the “Registration
Statement”) (or such other form that it is eligible to use) in order to register all or such portion of the Registrable
Shares as permitted by the Commission (provided that the Company shall use diligent efforts to advocate with the Commission for
the registration of all of the Registrable Shares) pursuant to Rule 415 for resale and distribution under the 1933 Act as soon
as practicable after the Closing Date, and use its reasonable efforts to cause the Registration Statement to be declared effective.



		(b)	Registration Procedures. If and whenever the Company is required
by the provisions of Section 5(a) to effect the registration of any Registrable Shares under the 1933 Act, the Company will, as
expeditiously as possible:



(i)               
prepare and file with the Commission a registration statement with respect to such securities and use commercially
reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated
thereby;


(ii)             
prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration statement effective until such registration statement
has been effective for the earlier of (a) a period of one (1) year, and (b) the date on which the Purchased Shares can been sold
by the Subscriber pursuant to Rule 144 without volume restrictions;\






    	 	29	 



    	 



    

 


(iii)          
notify the Subscriber within twenty-four hours of the Company’s becoming aware that a prospectus relating thereto
is required to be delivered under the 1933 Act, of the happening of any event of which the Company has knowledge as a result of
which the prospectus contained in such registration statement, as then in effect, includes an untrue


This
document is not to be transferred or reproduced without permission 


statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing or which becomes subject to a Commission, state or other governmental
order suspending the effectiveness of the registration statement covering any of the Registrable Shares. Each Subscriber hereby
covenants that it will not sell any Registrable Shares pursuant to such prospectus during the period commencing at the time at
which the Company gives such Subscriber notice of the suspension of the use of such prospectus and ending at the time the Company
gives such Subscriber notice that such Subscriber may thereafter effect sales pursuant to the prospectus, or until the Company
delivers to such Subscriber or files with the Commission an amended or supplemented prospectus.


		(c)	Provision of Documents. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Shares of a
particular Subscriber that such Subscriber shall furnish to the Company in writing such information and representation letters,
including a completed form of the Selling Securityholder Questionnaire, with respect to itself and the proposed distribution by
it as the Company may reasonably request to assure compliance with federal and applicable state securities laws.



		(d)	Expenses. All expenses incurred by the Company in complying with
Section 5, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements
of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in
connection with complying with state securities or “blue sky” laws, fees of the FINRA, transfer taxes, and fees of
transfer agents and registrars, are called “Registration Expenses.” The Company will pay all Registration Expenses
in connection with any registration statement described in Section 5.







    	 	30	 



    	 



    

 


		(e)	Indemnification and Contribution.



(i)               
In the event of a registration of any Registrable Shares under the 1933 Act pursuant to Section 5, the Company will,
to the extent permitted by law, indemnify and hold harmless the Subscriber, each of the officers, directors, agents, Affiliates,
members, managers, control persons, and principal shareholders of the Subscriber, each underwriter of such Registrable Shares thereunder
and each other person, if any, who controls such Subscriber or underwriter within the meaning of the 1933 Act, against any losses,
claims, damages or liabilities, joint or several, to which the Subscriber, or such underwriter or controlling person may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration
statement under which such Registrable Shares was registered under the 1933 Act pursuant to Section 5, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances when made, and will subject to the provisions of Section 5(e)(iii) reimburse the Subscriber,
each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not
be liable to the Subscriber to the extent that any such damages arise out of or are based upon an untrue statement or omission
made in any preliminary prospectus if (i) the Subscriber failed to send or deliver a copy of the final prospectus delivered by
the Company to the Subscriber with or prior to the delivery of written confirmation of the sale by the Subscriber to the person
asserting the claim from which such damages arise, and the final prospectus would have corrected such untrue statement or alleged
untrue statement or such omission or alleged omission, or (ii) to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with
information furnished by any such Subscriber in writing specifically for use in such registration statement or prospectus.


(ii)             
In the event of a registration of any of the Registrable Shares under the 1933 Act pursuant to Section 5, each Subscriber
severally but not jointly will, to the extent permitted by law, indemnify and hold harmless the Company, and each person, if any,
who controls the Company within the meaning of the 1933 Act, each officer of the Company who signs the registration statement,
each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the 1933 Act,
against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter
or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the registration statement under which such Registrable Shares were registered under the 1933 Act pursuant to
Section 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action, provided, however, that the Subscriber will be liable hereunder in any such case
if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to
such Subscriber, as such, furnished in writing to the Company by such Subscriber specifically for use in such registration statement
or prospectus.






    	 	31	 



    	 



    

 


(iii)          
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party
in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 5(e)(iii) and shall only relieve it from any liability which it may have
to such indemnified party under this Section 5(e)(iii), except and only if and to the extent the indemnifying party is prejudiced


 


This
document is not to be transferred or reproduced without permission 


 


by such omission.
In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified
party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 5(e)(iii) for any legal expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that,
if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party shall
have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional
to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict
with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate
counsel, reasonably satisfactory to the indemnified and indemnifying party, and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the indemnifying party as incurred.


6.Closing
Conditions.


		(a)	The obligation hereunder of the Subscriber to acquire and pay for the Purchased
Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions
are for the Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.



(i)               
The representations and warranties of the Company contained in this Agreement shall have been true and correct on
the date of this Agreement and shall be true and correct on the Closing Date as if given on and as of the Closing Date (except
for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before
the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the
other Transaction Documents required to be performed by the Company on or before the Closing Date; and






    	 	32	 



    	 



    

 


(ii)             
The Transaction Documents have been duly executed and delivered by the Company to the Subscriber.


		(b)	The obligation hereunder of the Company to issue and sell the Purchased
Shares to the Purchaser is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth
below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.



(i)               
The representations and warranties of the Subscriber in this Agreement and each of the other Transaction Documents
to which the Subscriber is a party shall be true andcorrect in all material respects as of the date when made and as of the Closing
Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which
shall be true and correct in all material respects as of such date;


(ii)             
The Purchase Price for the Purchased Shares has been delivered to the Company; and


(iii)          
The Transaction Documents to which the Subscriber is a party have been duly executed and delivered by the Subscriber
to the Company.


7.Miscellaneous.


		(a)	Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be:







    	 	33	 



    	 



    

 


If to
the Company, to:


Cannabis
Global Inc, Inc.


520
S. Grand Ave


Suite
320


Los
Angeles, CA 90071


If to
the Subscriber:


To the
address and facsimile number listed on the signature page of this


		Agreement	



		(b)	Entire Agreement; Amendment. This Agreement and the other Transaction
Documents contain the entire understanding and agreement of the parties with respect to the matters covered hereby and, except
as specifically set forth herein or in the Transaction Documents, neither the Company nor the Subscriber makes any representations,
warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with
respect to said subject matter, all of which are merged herein. No provision of this Agreement nor any of the Transaction Documents
may be waived or amended other than by a written instrument signed by the Company and the Subscriber, and no provision hereof may
be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought.



		(c)	Counterparts/Execution. This Agreement may be executed in any number
of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed
an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile
transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page
were an original thereof.




    	 	34	 



    	 



    
[


		(d)	Law Governing this Agreement. This Agreement shall be governed by
and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the
state courts of California or in the federal courts located in the state. The parties to this Agreement hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum nonconveniens. The parties executing this Agreement and other agreements referred to herein
or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and
hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.



 


		(e)	Consent to Jurisdiction. The Company and the Subscriber hereby irrevocably
waive, and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
in California of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner
permitted by law.



		(f)	Captions: Certain Definitions. The captions of the various sections
and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this
Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement.
As used in this Agreement the term “person” shall mean and include an individual, a partnership, a joint venture,
a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency
thereof.



		(g)	Severability. In the event that any term or provision of this Agreement
shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by an authority
having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability:
(i) by or before that authority of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable
term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Agreement.



[Signature and
Subscriber Information Pages Follow]








    	 	35	 



    	 



    

APPENDIX
A SUBSCRIBER INFORMATION 


U.S.
ACCREDITED INVESTOR CERTIFICATE 


MCTC
Holdings, INC.


(the
“Company”)


AND
THE UNITED STATES SECURITIES ACT OF 1933 (the “Act”)


The
undersigned covenants, represents and warrants to the Company that:


I hereby
so declares and further declares that it is an “Accredited Investor” as that term is defined in Regulation D promulgated
under the Act, by virtue of its qualification under one or more of the following categories (PLEASE CHECK OFF APPROPRIATE CATEGORY):



	
        ( ) X

        ( X )

        ( )

        ( )

        ( )

        ( )

        ( )
	
        I am a natural
        person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase exceeds $1,000,000.

        I am
        a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that
        person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level
        in the current year.

        _______________________________
        is a corporation, organization described in section 501(c)(3) of the United States Internal Revenue Code, or similar business trust,
        or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000.

        ________________________________
        is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase
        is directed by a sophisticated person.

        I am a director
        or executive officer of the Corporation.

        ___________________________________is
        a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

        __________________________________is
        a bank as defined in section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A)
        of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the
        Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered
        under the Investment 



Company
Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small Business Investment Company
licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan
within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary,
as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self- directed plan, with
investment decisions made solely by persons that are accredited investors.


(
) X ________________________________is an entity in which all of the equity owners are Hampton Growth Resources, LLC accredited
investors under one or more of the categories set forth above.






    	 	36	 



    	 



    

 


The
statements made in this Certificate are true.


On
this Date:________________________________________ July 10, 2019


		X_________________________________________________	



(Sign)
Andrew W Haag, Managing Member


Hampton
Growth Resources, LLC On t


 


Please acknowledge
your acceptance of the foregoing Subscription Agreement with MCTC Holdings, INC.
by signing and returning a copy to the Company whereupon it shall become a binding agreement.


1,000,000
x $0.025_ = $25,000 (the “Purchase Price”) 


X___________________________________
_____________________________________


	Signature	Signature (if purchasing jointly)
	
        ___________________________________Andrew
        W Haag Name Typed or Printed

        ___________________________________Hampton
        Growth Resources, LLC

        Entity Name

        ___________________________________401
        Wilshire Blvd, 12th Floor

        Address

        ___________________________________Santa
        Monica, CA 90401

        City, State and
        Zip Code

        ___________________________________310-770-9661
        Telephone - Business

        ___________________________________
        Telephone – Residence

        ___________________________________

        Facsimile – Business
	
        _____________________________________
        Name Typed or Printed

        _____________________________________
        Entity Name

        _____________________________________
        Address

        _____________________________________
        City, State and Zip Code

        _____________________________________
        Telephone - Business

        _____________________________________
        Telephone – Residence

        _____________________________________

        Facsimile - Business



		___________________________________	_____________________________________
Facsimile – Residence Facsimile
– Residence



		___________________________________20-5610966	_____________________________________
Tax ID # or Social Security # Tax
ID # or Social Security #







    	 	37	 



    	 



    

 


EXACT
Name or name of entity in which securities should be issued:


_____________________________________________Hampton
Growth Resources, LLC




This
Subscription Agreement is agreed to and accepted as of_________________, 2019. 07-10-2019


FOR
SUBSCRIBER: 


X___dAMON
kIDWELL_(Subscriber Sign) ______________________________(Subscriber Print Name)


FOR
MCTC Holdings, INC.: 


		X____________________________	



/S/ Arman
TabatabaeiArman
Tabatabaei – CEO


Dated:
_____________________ 07-10-2019




 






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