FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED  SECURITIES
(or securities convertible or exchangeable into listed securities1)

Name of Listed Issuer:	Symbol(s):

PlantX Life Inc. (formerly Vegaste Technologies
Corp.) (the “Issuer”).

“VEGA”

Date:  January 7, 2021

Is this an updating or amending Notice:	xYes	฀No

If yes provide date(s) of prior Notices: November 27, 2020.
Issued and Outstanding Securities of Issuer Prior to Issuance: 88,832,159 common  shares in the capital of the Issuer.
Pricing
Date of news release announcing proposed issuance:  November 27, 2020 or Date of confidential request for price protection: N/A.
Closing Market Price on Day Preceding the news release: $0.54 or Day preceding request for price protection: N/A.
Closing
Number of securities to be issued: 1,897,152 common shares.
Issued and outstanding securities following issuance: 90,729,311 common shares.

Instructions:
1.	For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
2.	Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8.
3.	Complete Table 1B – Related Persons only for Related Persons
4.	If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.
5.	An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction

6.  Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to  listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.

Each jurisdiction in which purchasers reside	
Number of Purchasers	
Price per Security	
Total dollar value (CDN$) raised in the jurisdiction	

N/A	
N/A	
N/A	
N/A	

Total number of purchasers:	
N/A	
N/A	
N/A	

Total dollar value of distribution in all jurisdictions:	
N/A	

Part 1.	Private Placement Table 1A – Summary

Table 1B – Related Persons

Full Name
&Municipali ty of Residence of Placee	
Number of Securities Purchased or to be Purchased	
Purchase price per Security (CDN$)	
Conversion Price (if Applicable) (CDN$)	
Prospectus Exemption	
TotalSecurities Previously Owned, Controlled or Directed	
Payment Date(1)	
Describe relations
-hip to Issuer (2)	
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

1.	Total amount of funds to be raised: N/A.

2.	Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. N/A.

3.	Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A.

4.	If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.  N/A.

5.	Description of securities to be issued:

(a)	Class N/A.

(b)	Number N/A.

(c)	Price per security N/A.

(d)	Voting rights N/A.

6.	Provide the following information if warrants, (options) or other convertible securities are to be issued:

(a)	Number N/A.

(b)	Number of securities eligible to be purchased on exercise of warrants (or options) N/A.

(c)	Exercise price N/A.

(d)	Expiry date N/A.

7.	Provide the following information if debt securities are to be issued:

(a)	Aggregate principal amount N/A.

(b)	Maturity date N/A.

(c)	Interest rate N/A.

(d)	Conversion terms N/A.

(e)	Default provisions N/A.

8.	Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

(a)	Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): N/A.

(b)	Cash N/A.

(c)	Securities N/A.

(d)	Other N/A.

(e)	Expiry date of any options, warrants etc. N/A.

(f)	Exercise price of any options, warrants etc. N/A.

9.	State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship N/A.

10.	Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.). N/A.

11.	State whether the private placement will result in a change of control. N/A.

12.	Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A.

13.	Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities. N/A.

Part 2.	Acquisition

1.	Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

The Issuer acquired all of the issued and outstanding shares in the  authorized share structure of Score Enterprises Ltd. (“Score  Enterprises”) from the sellers (the “Purchase”). Score Enterprises  carries on the business of a restaurant and operations including  commercial leasing, operating a café, food services and a bar (the  “Assets” and the operation of these Assets, the “Business”). Following  the Purchase, the Issuer will continue to operate the Business with the  main location operating in Squamish, British Columbia.

2.	Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance  of  the  acquisition  without  reference  to  any  other  material:

Pursuant to the terms of the share purchase agreement between the  Issuer, the shareholders of Score Enterprises, and Score Enterprises  entered into on November 26, 2020 (the “SPA”), the Issuer acquired all of  the issued and outstanding shares in the authorized share structure of  the Company for a total purchase price of $1,350,000 to be satisfied by a  combination of cash and common shares in the capital of the Issuer.  Score Enterprises is at arm’s length to the Issuer. The transaction, upon  the satisfaction of closing conditions, including receipt of all necessary  governmental, corporate, and regulatory approvals, closed on January  [●], 2021.

3.	Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

(a)	Total aggregate consideration in Canadian dollars: $1,350,000.00.

(b)	Cash: $327,435.

(c)	Securities (including options, warrants etc.) and dollar value:

Pursuant to the SPA, the Issuer issued 1,897,152 common  shares to the seller, at a deemed price of CAD$0.539 per  common share (equal to the 10-day volume weighted average

trading price of the common shares on the Canadian  Securities Exchange up until and including the close of  business on November 25, 2020).

(d)	Other: N/A.

(e)	Expiry date of options, warrants, etc. if any: N/A.

(f)	Exercise price of options, warrants, etc. if any: N/A.

(g)	Work commitments: N/A.

4.	State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc).

The purchase price was determined through arm’s length negotiations  between the parties as informed by their respective due diligence  investigations.

5.	Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A.

6.	The  names  of  parties  receiving  securities  of  the  Issuer  pursuant  to  the acquisition and the number of securities to be issued are described as follows:

Name of Party (If not an individual, name all insiders of the Party)	

Number and Type of Securities to be Issued	

Dollar value per Security (CDN$)	

Conversion price (if applicable)	

Prospectus Exemption	Total Securities, Previously Owned, Controlled or Directed by Party	

Relationship to Issuer (1)	

Steven Moir	

612,223 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

27,000	

Arm’s length	

Cory Balano	

867,526 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

900	

Arm’s length	

Roland Peter Rhys Davies and Adeline Kong Davies	

59,629 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

0	

Arm’s length	
Michael Wheaton	59,629 common shares	$0.539	N/A	National Instrument	0	Arm’s length	

				45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.			

Eleanore McKenzie Holding Co Ltd.	

59,629 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

0	

Arm’s length	

Glynn Resources Ltd.	

59,629 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

0	

Arm’s length	

1104271 B.C. Ltd.	

59,629 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

0	

Arm’s length	

Christian Begin and Suzanne Baker	

59,629 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

0	

Arm’s length	

Jennifer Boreham	

59,629 common shares	

$0.539	

N/A	National Instrument 45-106,
section 2.16, Take-over Bid and Issuer Bid exemption.	

0	

Arm’s length	

(1) Indicate if Related Person

7.	Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired:

Management and counsel to the Issuer conducted customary business  and legal due diligence respectively in respect of Score Enterprises and  its ownership of the entirety of the Assets including the Business.

8.	Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):

(a)	Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, and if a corporation, identify persons owning or exercising voting control over 20%  or  more  of  the  voting  shares  if  known  to  the  Issuer):

N/A

(b)	Cash: N/A

(c)	Securities N/A

(d)	Other N/A.

(e)	Expiry date of any options, warrants etc. N/A.

(f)	Exercise price of any options, warrants etc. N/A.

9.	State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A.

10.	If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A.

Certificate Of Compliance

The undersigned hereby certifies that:

1.	The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.

2.	As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.

3.	the Issuer has obtained the express written consent of each applicable individual to:

(a)	the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and

(b)	the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time

4.	The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).

5.	All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated January 7, 2021.

Lorne Rapkin 	 Name of Director or Senior Officer

“Lorne Rapkin” 	
Signature

Chief Financial Officer Official Capacity

Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9
The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:
•
•	To determine whether an individual is suitable to be associated with a Listed Issuer;
•	To determine whether an issuer is suitable for listing;
•	To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
•	To conduct enforcement proceedings;
•	To ensure compliance with Exchange Requirements and applicable securities legislation; and
•	To fulfil the Exchange’s obligation to regulate its marketplace.
The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.
The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.
All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.
Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.
If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.