Pac Roots Cannabis : 01/12/2021 CONSENT RESOLUTIONS OF THE DIRECTORS OF PAC ROOTS CANNABIS CORP

The following resolutions were passed by directors of the Company, having been consented to and adopted in writing by the undersigned, being all the directors of the Company as of the 11th day of January 2021

WHEREAS the Company desires to grant options to purchase certain shares in the capital stock of the Company pursuant to its stock option plan;

NOW THEREFORE BE IT RESOLVED THAT:

1. the Company grant the following incentive stock options (the 'Options') entitling the holders (the 'Optionees') to purchase up to an aggregate of 3,450,000 common shares, exercisable up to and including January 12, 2024 at a price of $0.15 per share:

2. Any one (1) director or officer of the Company be authorized and directed to execute, on behalf of the Company, the Incentive Stock Option Agreement between the Company and the Optionees in the form acceptable to the President of the Company;

3. Armstrong Simpson LLP, be authorized to prepare all documentation necessary to give effect to the options granted;

4. the Company, upon receipt of proper notice of exercise of the Options and payment of the exercise price, allot and issue as fully paid and non-assessable, that number of common shares specified in such notice at a price of $0.15 per share, and any two officers or directors be authorized to execute such treasury order or treasury orders as may be necessary to effect the said issuance of shares; and

5. any one director or officer of the Company be and is hereby authorized and directed to perform all such acts, deed and things and execute under the seal of the Company, is applicable, all such documents and other writings as may be required to give effect to the true intent of this resolution; and

6. these resolutions may be signed by the directors in as many counterparts as may be necessary and may be delivered by facsimile, and any such counterparts and facsimiles shall be deemed to be one and the same originally executed instrument bearing the date set forth above notwithstanding the date of actual execution.