OTCQB Certification

I, Lorne Rapkin, Chief Financial Officer of PlantX Life Inc. (“the Company”), certify that:

1.	The Company is registered or required to file periodic reporting with the SEC or is exempt from SEC registration as indicated below (mark the box below that applies with an “X”):

[☐] Company is registered under Section 12(g) of the Exchange Act  [☒] Company is relying on Exchange Act Rule 12g3-2(b)
[☐] Company is a bank that reports to a Bank Regulator under Section 12(i) of the Exchange Act
[☐] Company is a bank that is non-SEC reporting but is current in its reporting to a Banking Regulator  [☐] Company is reporting under Section 15(d) of the Exchange Act.
[☐]	Company is reporting under the Alternative Reporting Company Disclosure Guidelines  [☐] Company is reporting under Regulation A (Tier 2)
[☐] Other (describe)  	

2.	The Company is current in its reporting obligations as of the most recent fiscal year end and any subsequent quarters, and such information has been posted either on the SEC’s EDGAR system or the OTC Disclosure & News Service,  as applicable.

3.	The Company Profile displayed on www.otcmarkets.com is current and complete as of December 18, 2020 and includes the total shares outstanding, authorized, and in the public float as of that date.

4.	The share information below is for the primary OTCQB traded security as of the latest practicable date:

Trading Symbol		PLTXF	
The data in this chart is as of:		December 18, 2020	
Shares Authorized	(A)	Unlimited	
Total Shares Outstanding	(B)	88,832,159	
Number of Restricted Shares (SEE NOTE 1 BELOW)	(C)	66,560,121	
Unrestricted Shares Held by Officers, Directors, 10% Control Persons & Affiliates	(D)	11,400,000	
Public Float: Subtract Lines C and D from Line B	(E)	10,872,038	
% Public Float: Line E Divided by Line B (as a %) (SEE NOTE 2 BELOW)	(F)	12.2%	
Number of Beneficial Shareholdersof at least 100 shares (SEE NOTE 3 BELOW)	(G)	480	

NOTE 1: Restricted Shares means securities that are subject to resale restrictions for any reason. Your transfer agent should be able to provide the total number of restricted securities.

NOTE 2: Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is  the beneficial owner of more than 10 percent of the total shares outstanding (a “10 percent Control Person”), or any Affiliates thereof, or any Family Members of officers, directors and control persons. Family Member shall mean a Person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such Person's home. OTCQB traded securities are required to have a freely traded public float of at least 10% of the shares outstanding, unless an exemption applies.

NOTE 3: Beneficial Shareholder means any person who, directly or indirectly has or shares voting power of such security or investment power, which includes the power to dispose, or to direct the disposition of, such security. OTCQB traded securities are required to have at least 50 beneficial shareholders, unless an exemption applies.

5.	The company is duly organized, validly existing and in good standing under the laws of British Columbia, Canada in which the Company is organized or does business.

6.	The following is a complete list of any law firm(s) and attorney(s) that acted as the Company’s primary legal counsel in preparing its most recent annual report. Include the firm and attorney(s) name if outside counsel, or name and title if internal counsel. (If no attorney assisted in putting together the disclosure, identify the person(s) who prepared the disclosure and their relationship to the company.) Please also identify any other attorney, if different than the primary legal counsel, that assisted the company during the prior fiscal year on any matter including but not limited to, preparation of disclosure, press releases, consulting services, corporate action or merger assistance, etc.

Peter Simeon, Gowlings WLG, 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5

Jeff Wust, McMillan LLP, 550 Burrard Street #2300, Vancouver, British Columbia V6C 2B5

7.	The following is a complete list of third party providers, including names and addresses, engaged by the Company, its officers, directors or controlling shareholders, at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification, to provide investor relations services, public relations services, marketing, brand awareness, consulting, stock promotion, or any other related services to the Company. Please describe the services provided by each third party provider listed below.

AGORA Internet Relations Corp -155 East Beaver Creek Road, Unit 24, Suite 304, Richmond Hill, ON L4B 2N1 -  providing monthly adversting placements through online campaigns
Proactiveinvestors North America Inc. - 965-1055 West Georgia Street Vancouver BC V6E 3P3 - provide unlimited  editorial coverage of the Company’s press releases, analyst
commentary, conference calls, and any material supplied by the Company deemed  newsworthy
2686362 Ontario Corporation dba CanaCom Group - 2250 Hummingbird Way, Oakville Ontario L6M 3Z7 - design,  develop and execute companyawareness program that will help engage the online investor community into understanding  the PlantX invesetment opportunity

8.	Convertible Debt

The following is a complete list of all promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities that were issued or outstanding at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification:

[☒] Check this box if there were no promissory notes, convertible notes, or other convertible debt arrangements issued or outstanding at any point during this time period.

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	# Shares Converted to Date	Name of Noteholder (entities must have individual with voting
/ investment control disclosed).1	Reason for Issuance (e.g. Loan, Services, etc.)	

									

1 International Reporting Companies may elect not to disclose the names of noteholders who are non-affiliates of the company. “Affiliate” is a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, an officer, a director, or a shareholder beneficially-owning 10 percent or more of the Company’s outstanding shares.

Use the space below to provide any additional details, including footnotes to the table above:

9.	Officers, Directors and 5% Control Persons

The following is a complete list of Officers, Directors and 5% Control Persons (control persons are beneficial owners five percent (5%) or more of any class of the issuer’s equity securities), including name, address, and number of shares owned. Options and warrants that can be converted into common shares within the next 60 days should be included in the shareholdings listed below. If any of the beneficial shareholders are corporate entities, provide  the name and address of the person(s) owning or controlling such corporate entities.

Name	City and State (and Country if outside US)	Number of Shares Owned (list common, warrants and options separately)	Percentage of Class of Shares Owned	
Julia Frank	Berlin, Berlin, Germany	0	0%	
Lorne Rapkin	Toronto, Ontario, Canada	6,300,000 common shares
450,000 options	7.09%	

Alex Hoffman	Los Angeles, California	5,190,909 common shares
90,000 warrants	5.84%	
Quinn Field-Dyte	Vancouver, British Columbia, Canada	0	0%	
Todd Shapiro	Toronto, Ontario, Canada	0	0%	
Peter Simeon	Oakville, Ontario, Canada	0	0%	
Sean Dollinger	Vancouver, British Columbia, Canada	7,259,090 common shares
909,090 warrants	8.17%	

				

				

10.	Certification         Date: December 18, 2020
Name of Certifying CEO or CFO: Lorne Rapkin

Title: Chief Financial Officer

Signature: /s/ Lorne Rapkin
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)