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MATERIAL CHANGE REPORT Filing FORM 27 at CSE:

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sideSwipe   Thursday, 05/01/14 07:09:04 PM
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MATERIAL CHANGE REPORT Filing FORM 27 at CSE:
http://www.thecse.ca/cmsAssets/docs/Filings/2014/2014_04_17_15_51_56_SUN_Sunorca_changes_direction,_enters_Medical_Marijuan.doc
Quote:
MATERIAL CHANGE REPORT

TO: British Columbia Securities Commission

Alberta Securities Commission

Ontario Securities Commission

Item 1. Name and Address of Company

Sunorca Development Corp.

142 - 757 West Hastings Street

Vancouver, British Columbia

V6C 1A1

Item 2. Date of Material Change:

April 16, 2014

Item 3. News Release

The press release was issued on April 16, 2014 in Vancouver, Canada.

Item 4. Summary of Material Change

The Company announced that it has entered into an agreement to acquire all the assets related to a medical marijuana business for consideration of 13,000,000 shares.

Item. 5 Full Description of Material Change

The Company announced it has entered into an agreement to acquire all the assets related to a medical marijuana business (the “Business”). The Business currently comprises property secured on Vancouver Island with approval from the Regional District to grow medical marijuana, a fully completed application to acquire a license under the Marijuana for Medical Purposes Regulations including all building plans and proprietary designs for the grow facility. A more detailed description of the Business and its team can be found at the website www.wildflowercannabis.com. Consideration for the assets comprising the Business will consist of 13,000,000 common shares to be issued on closing. These shares will be subject to escrow with escrow releases scheduled at periods specified in National Policy 46-201 over 3 years. This agreement is subject to shareholder and regulatory approval.

A finder's fee of 1,000,000 common shares will be issued upon closing.

As part of the transaction, William MacLean and Justin Quinn Turnquist will join the Board as directors while Jon Lever and Ian Lambert will resign upon closing. Mr. Maclean will serve as CEO and Mr. Stephen Pearce will remain the Company's CFO.

The Company proposes to change its name to “Wildflower Marijuana Inc.” upon closing.

In conjunction with the acquisition, the Company will conduct a private placement of up to 3,000,000 common shares at a price of $0.05 for total consideration of $150,000. The proceeds raised shall be used by the Company to finalize and submit the application for an MMRP license.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable. This report is not being filed on a confidential basis.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Nash Meghji

Director and CEO

Telephone: (604) 809-4799

Item 9. Date of Report

Dated at Vancouver, British Columbia this 16th day of April, 2014.



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