Cann American: Attorney’s Letter Regarding Current Information



+1 832.452.0269 PHONE E-MAIL

April 15, 2022

OTC Markets Group, Inc.

304 Hudson Street, Third Floor New York, New York 10013

SUBJECT: Letter from attorney regarding current adequate information from Cann American Corp. (the “Issuer”) for the year ended February 28, 2022.

Dear Sir or Madam:

This firm has acted as special counsel (the “Counsel”) for the Issuer and has been instructed to prepare this Letter of Attorney (the “Letter”), pursuant to applicable laws of Wyoming and the United States. , regarding its company operations and the level of disclosure of company information.

Counsel has reviewed company records and other documents and matters of law that he or she deems necessary or appropriate in preparing this letter. Counsel has reviewed specific documents relating to the Issuer (the “Information”) in connection with the preparation of this Letter. The information is listed below with the date it was posted via the OTC Disclosure and News Service (the “OTC News Service”), where applicable:

Issuer’s annual report for the year ended February 28, 2022, published on April 12, 2022. Issuer’s quarterly report for the period ended November 30, 2021, published on January 10, 2022. Amended quarterly report of the issuer for the period ended August 31, 2021, published on October 7, 2021. Issuer’s quarterly report for the period ended May 31, 2021, published on July 13, 2021.

Issuer’s annual report for the financial year ended February 28, 2021, published on May 4, 2021.

Issuer’s quarterly report for the period ended November 30, 2020, posted online January 8, 2021. Minutes of meetings of its board of directors and shareholders.

Other related corporate information required and provided by the Issuer’s management.

In addition, Counsel has (i) personally met with management and the majority of the directors of the Issuer, specifically in person with Jason Black; (ii) reviewed the Information, as amended, posted by the Issuer via the OTC News Service; and (iii) discussed the Information with management and the majority of the directors of the Issuer.

The opinions and conclusions contained in this Letter are based on information and facts made available to Counsel and are based solely on the accuracy of such Information and facts. The lawyer hasdiscussed the above information and the underlying assumptions on which Counsel relies, with the management of the issuer.

The Issuer’s financial statements are unaudited. The financial statements are prepared in accordance with US GAAP by Jason Black. Mr. Black has extensive experience in the preparation of financial statements and is well qualified from that experience to prepare the issuer’s financial statements. Mr. Black and the management of the Issuer have reviewed the unaudited financial statements and reports of the Issuer as published by OTC Markets.

The Issuer’s transfer agent is:

Securities Transfer Corporation 2901 Dallas Parkway, Suite 380 Plano, Texas 75093

Phone: 469-633-0101

The transfer agent is registered with the Securities and Exchange Commission (the “SEC”). A list of shareholders dated February 28, 2022 has been used by Counsel and the issuer to confirm the number of shares outstanding shown in the annual report for the year ended February 28, 2022.

OTC Markets Group, Inc. (“OTC Markets Group”) may rely on this letter to determine whether the Issuer has made available to the public adequate updated information within the meaning of Rule 144(c) (2) the Securities Act of 1933. (the “Securities Act”). No person or entity other than OTC Markets Group is authorized to rely on this letter. OTC Markets Group is granted permission and full rights to publish this letter through the OTC Disclosure and News Service for the public and regulators to view. Counsel is of the opinion that the Information (i) constitutes “adequate current public information” regarding the securities of the Issuer (the “Securities”) and the Issuer, and “is available” within the meaning of the Rule 144(c)(2) of the Securities Act; (ii) includes all information which a broker-dealer would be required to obtain from the Issuer in order to publish a quotation for the Securities pursuant to Rule 15c2-11 of the Securities Exchange Act of 1934; (iii) conforms in form to the OTC Markets Group Disclosure Guidelines for Providing Adequate Current Information, available; and (iv) was published via the OTC Disclosure and News Service.

To the knowledge of Counsel, after investigation of the management and the majority of the directors of the Issuer, neither Counsel, nor the Issuer, nor any holder of 5% or more of the Notes is currently the subject of a investigation by a federal or state regulatory authority for any violation of federal or state securities laws.

The issuer is not a “shell company” within the meaning of rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934.

The undersigned is licensed in the State of Texas and resides in that State. The attorney is a resident of the United States and has been retained by the issuer for the purpose of rendering this letter and related matters. Counsel is an outside law firm acting as a special securities advisor. Counsel does not own any of the issuer’s shares and no current agreement exists to accept shares as payment for services in the future. The undersigned is not currently and has never been suspended or prevented frompracticing in any state or jurisdiction. The undersigned is not currently, or has within the past five years, been charged in a civil or criminal matter, or been the subject of an investigation, hearing, or proceeding by the SEC, Commodity Futures Trading Commission ( CFTC) of the United States, the Financial Industry Regulatory Authority (FINRA), or any other federal, state or foreign regulatory body.

The attorney relied on information obtained from public officials, issuer executives and other sources. Counsel has no reason to believe that the issuer’s records, certificates or other documents (which we have reviewed) are not accurate, authentic or reliable. The opinion expressed above is subject to the following assumptions, exceptions and reservations:

(a) We have assumed that (i) all information contained in all documents we have reviewed is true and correct; (ii) all signatures on all documents reviewed by us are genuine; (iii) all documents submitted to us as originals are true and complete; (iv) all documents submitted to us as copies are true and complete copies of their originals; and (v) each natural person signing any document reviewed by us had the legal capacity to do so.

(b) We have made no independent inquiry into the accuracy or completeness of the factual elements contained in the records, documents and certificates we reviewed in connection with the foregoing opinion.

(c) We are licensed to practice law in the State of Texas. The opinion expressed above is limited to the federal laws of the United States of America and the laws of the State of Nevada. No other opinion is expressed regarding the law of other jurisdictions, choice of law or conflict of laws and this letter does not rely on the work of other counsel.

(d) The attorney is licensed to practice before the SEC and has not been barred from practicing under it.

We express no opinion on any matter other than those expressly set forth above, and no opinion on any other matter may be inferred or implied from this letter. The opinions expressed herein are given as of the date of this letter, and we disclaim any obligation to notify you of any change in any matter set forth herein.

Sincerely yours,

Anthony F. Newton

Anthony F. Newton