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Bought Deal Financing under Shelf Prospectus

We acted as counsel to Emerald Health Therapeutics, Inc. (“Emerald”) in connection with the sale of 10,235,000 units of Emerald at a price of $1.35 per unit for gross proceeds of $13,817,250 pursuant to an underwriting agreement between Emerald and Dundee Capital Partners (the “Underwriter”). Each unit consisted of one common share of Emerald and one half of one common share purchase warrant of Emerald. The offering was conducted as a bought deal pursuant to a supplement to Emerald’s short form base shelf prospectus.

Emerald is a TSX Venture Exchange listed (TSXV: EMH) Licensed Producer under the Access to Cannabis for Medical Purposes Regulations, capable of cultivating and selling both dried medical cannabis flower and medical cannabis oils in Canada.