Early Warning Report under National Instrument 62-103

Dr. Kevin Rod

Monday, December 31, 2018 9:00 AM

NORTH YORK, ON / ACCESSWIRE / December 31, 2018 / On December 19, 2018, Tree of Knowledge International Corp. (the “Corporation“) completed an offer to purchase all of the outstanding securities of Asterion Bio Med Inc. (“Asterion“) on the basis of 2.1894 common shares of the Corporation (the “Exchange Ratio“) for each common share of Asterion (the “Offer“). As a result, Asterion became a wholly owned subsidiary of the Corporation. In addition each holder of options or warrants issued by Asterion agreed to exchange such securities for options and warrants of the Corporation, as applicable, on substantially the same terms as the original options and warrants with adjustments to the number of shares and the price based on the Exchange Ratio.

In connection with the completion of the Offer by the Corporation, Dr. Keven Rod (Chief Medical Officer and a Director of the Corporation) acquired ownership of 25,487,195 common shares of the Corporation (“TOK Shares“) and options to acquire 1,466,898 TOK Shares (representing 13.25% of the outstanding TOK Shares, on a partially-diluted basis and 10.65% on a fully diluted basis). Dr. Rod entered into private escrow agreements dated December 19, 2018, (in respect of 22,938,476 TOK Shares). One escrow agreement imposes an 18-month timed release escrow restriction on 21,006,650 TOK Shares held by Dr. Rod, The second escrow agreement covering 1,931,826 TOK Shares provides for performance based release terms based upon the performance of the Toronto Poly Clinic, and the TOK Shares are subject to cancellation should the escrow release terms not be met.

An early warning report will be filed by Dr. Rod in accordance with applicable securities laws. To obtain a copy of the early warning report, please refer to the Corporation’s SEDAR profile at www.sedar.com.

In the future, Dr. Rod may acquire additional securities of the Corporation, dispose of some or all of the securities he now owns or controls, or may continue to hold its current position.

The Common Shares of the Corporation are listed on the Canadian Securities Exchange under the trading symbol “TOKI”.

For further information contact Dr. Kevin Rod at (416) 250-7171.

SOURCE: Dr. Keven Rod



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