Whistle-blower Policy 1.0 Purpose Wildflower Brands Inc., City Cannabis Corp. and their subsidiaries (the “Company”) cultivate a culture where employees can report, without fear of retaliation, any wrongdoing or misconduct which they suspect or believe may be occurring at the Company. Even if employees only suspect alleged wrongdoing or misconduct, they are obligated to report it immediately. By doing so, they help the Company manage its representational risk and any personal risk to themselves. This Policy guides employees through all aspects of the whistle-blower program. Some examples of conduct employees are encouraged to report include: - Conflicts of Interest - Threats of Violence - Inappropriate Workplace Conduct - Theft or Fraud - Bullying or Harassment - Material Financial Accounting or Internal Financial Controls - Inappropriate Disclosure of Confidential Information This Policy protects the employee from discipline or reprisal for disclosures made in good faith. 2.0 Obligation to Report Concerns All employees have an obligation to report real or perceived concerns. Employees are required to report concerns as soon as they become aware of the situation that raises the concern, with as many facts and as much detailed information as possible. The Company has a process to encourage employees to report concerns about any of the issues outlined in this Policy or situation where wrongdoing is suspected and employees are encouraged to use such processes. If an allegation is made in good faith, but it is not validated through a review, no disciplinary action will be taken against the employee reporting the concern. If, however, an allegation is made frivolously, maliciously or for personal gain, disciplinary action may be taken against the employee. Intentionally or recklessly accusing an individual of wrongdoing, which the employee knows, or reasonably ought to know, is false, is a serious matter and is subject to disciplinary action. 3.0 Submission & Receipt of Complaints Issues and concerns in any form, including a complaint, demand for remedial action or a report of a suspected violation of law or Company policy that relate to the Company’s financial records, internal accounting controls, racial, sexual or other discriminatory abuse or harassment or contravention of any of the Company's policies may be reported to the Human Resources - Admin. This Policy encourages employees to come forward in person wherever possible. Concerns expressed anonymously are much less powerful, but will be considered based on a number of factors including the seriousness of the issues raised, the credibility of the concern, and the likelihood of confirming the allegation through credible sources and/or documentary evidence. Complaints may be reported to Human Resources Admin in any manner, including in-person, via telephone, email, or submitted via regular mail. Complaints submitted by email should be addressed to: HumanResources@WildflowerBrands.Co. Complaints submitted by mail should be addressed to Human Resources and marked “Private and Confidential”. If an employee is not comfortable raising their concern through one of the options above or if their concern specifically relates to Human Resources, they may contact the Chief Operating Officer, Chief Executive Officer or Chair of the Audit Committee. 4.0 Following a Report - Acknowledgment Every reported incident will be acknowledged within 24 hours of receipt (factoring in weekends and public holidays) with the exception of anonymous reports. 4.1 Following a Report - Review & Investigation The Company will commence a review/investigation of all received concerns, regardless of the channel in which it was received. All concerns received will be documented and tracked until such time as the investigation is closed. At a minimum, the reporting employee will be advised of the status of the review/investigation, that the review/investigation has been concluded and, where possible, the steps that were taken to resolve or prevent future occurrences, while respecting the privacy of all those involved. 5.0 Confidentiality Unless compelled by judicial or other legal process to reveal the identity of the employee who makes an allegation under this Policy, the individual will remain confidential. No effort to ascertain the identity of any person or group who makes a report anonymously will be tolerated. 6.0 Protection from Retaliation The Company shall not tolerate any retaliation by management or any other person or group, directly or indirectly, against anyone who in good faith makes an allegation or report under this Policy, and who provides assistance to management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a report. Anyone who retaliates in any way against a person who has made a good faith allegation will be subject to disciplinary action. 7.0 Retention of Records Human Resources shall retain as part of the records any complaints submitted under these procedures, tracking their receipt, investigation and resolution, for a period of time in compliance with applicable laws and any Company document retention policies. Complaints shall be retained subject to safeguards that ensure their confidentiality, and, when applicable, the anonymity of the person making the complaint. 8.0 Roles and Responsibilities This section sets out the responsibilities for employee, senior management, Human Resources and the Board of Directors to support the Whistle-blower Policy, but it is not meant to be exhaustive. Employees Employees are expected to: ● Ensure their understanding and compliance with the Whistle-blower Policy and any other policy, guidelines and procedures that support the Whistle-blower Policy; ● Identify and immediately report any suspected or known wrongdoing; ● Complete training with respect to the Whistle-blower Policy and supporting policies. Senior Management and Human Resources Senior management and Human Resources are expected to: ● Ensure employees under their supervision understand this Policy; ● Encourage an environment of open communication and high ethical standards; ● Be familiar with the laws and regulatory requirements that apply to the Company and relevant business processes; ● Commence a reviews/investigation of all concerns received, regardless of the channel in which it was received; ● Engage subject matter experts as required to satisfactorily investigate the concern raised; ● Provide timely notification of the Chair of the Audit Committee of all Whistle-blower complaints; ● Track all concerns raised and report to the Audit Committee on an as-needed basis; ● Ensure the approved Whistle-blower Policy is immediately posted by Human Resources on the Company’s various websites. Board of Directors The Board of Directors has ultimate responsibility for this Policy. The Board of Directors has delegated its responsibilities to the Audit Committee. The Chair of the Audit Committee is responsible for: ● Ensure the Whistle-blower Policy reporting is received and reviewed; ● Ensuring the proper reviews/investigations are completed, and that appropriate corrective action is taken; ● Ensuring that any concerns received regarding senior management are immediately communicated to the entire Board of Directors; ● Ensuring that the appropriate parties are engaged to complete the review/investigation of any concerns raised regarding senior management; ● Reporting to the Board of Directors on an as-needed basis. 9.0 Review and Approval The Whistle-blower Policy is subject to review at least on an annual basis. The Audit Committee reviews and recommends the Policy for approval to the Board of Directors. There are no exceptions granted for this Policy. Non-compliance with this Policy should be reported to Human Resources immediately for remedial action. Significant instances of non-compliance are reported to the Chair of the Audit Committee. Mailing Address Wildflower Brands Inc. 400 - 1505 West 2nd Avenue Vancouver, BC V6H 3Y4 Canada Telephone Main line: 604-559-0420 Toll-free number: 1-844-876-2129 Investors: 604-559-0420 EXT: 108 Wildflower Wellness City Cannabis Careers | Contact | Privacy Policy | Terms & Conditions | Whistleblower Policy Wildflower Brands Inc. © 2021