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4Front Ventures Corp. AGM Information 2020

Nov 20, 2020

47823_rns_2020-11-20_7b70da8f-d3e8-49c5-89a7-d796c907b8db.pdf

AGM Information

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4FRONT VENTURES CORP. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 21, 2020

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of subordinate voting shares, subordinate proportionate voting shares and multiple voting shares (collectively, the “ Shares ”) of 4Front Ventures Corp. (the “ Company ”) will be held at the offices of the Company at 5060 N. 40th Street, Suite 120, Phoenix, Arizona 85018, on December 21, 2020 at 9:00 a.m. Pacific Time for the following purposes:

  1. to receive the financial statements of the Company for the year ended December 31, 2019 together with the report of the Company’s auditor thereon;

  2. to set the number of directors of the Company at seven (7);

  3. to elect the directors of the Company for the ensuing year;

  4. to appoint Davidson & Company LLP as Auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;

  5. to consider, and if deemed appropriate, to approve, a resolution authorizing an amendment to the articles of the Company to permit the Company to convert at its option the subordinate proportionate voting shares (the “ Subordinate Proportionate Voting Shares ” or “ SPVS ”) of the Company to subordinate voting shares (the “ Subordinate Voting Shares ” or “ SVS ”) of the Company on the basis and on the terms and conditions set out in the proposed amendment, all as more particularly described in the accompanying management information circular dated November 19, 2020 (the “ Circular ”) (the “ SPVS Conversion Amendment ”);

  6. to consider, and if deemed appropriate, to approve, a resolution authorizing an amendment to, and restatement of, the articles of the Company to eliminate the class of SPVS, subject to the SPVS Conversion Amendment being approved and subject to the Company exercising its option to convert the SPVS into SVS and there being no SPVS issued and outstanding, on the basis and on the terms and conditions set out in the proposed amendment and restatement, all as more particularly described in this Circular; and

  7. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

If the SPVS Conversion Amendment is approved at the Meeting, the Company anticipates that the Subordinate Proportionate Voting Shares will convert into Subordinate Voting Shares on December 23, 2020.

The record date for the determination of Shareholders entitled to receive notice of and vote at the Meeting is October 23, 2020. Only Shareholders of record at the close of business on October 23, 2020 are entitled to notice of the Meeting and to vote thereat and at any adjournment or postponement thereof on in accordance with the voting rights set out in the Articles of the Company.

The Company has opted to use the notice-and-access rules developed by Canadian Securities Administrators to reduce the volume of paper in the materials distributed for the Meeting. Instead of receiving the Circular with the form of proxy or voting instruction form, Shareholders received a notice-and-access notification with instructions for accessing the remaining Meeting materials online. The Circular and other relevant materials are available via the internet at www.4frontventures.com, www.alliancetrust.ca/shareholders/ or on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Shareholders are encouraged to read the Circular and all other Meeting materials in their entirety.

If you are a non-registered shareholder of the Company, please complete and return the voting instruction form (or other accompanying form) in accordance with the instructions thereon for completion and deposit.

Shareholders should refer to the Circular available on SEDAR at www.sedar.com for more detailed information with respect to the matters to be considered at the Meeting.

Shareholders may vote by attending the Meeting in person, or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. However, due to the ongoing concerns related to the spread of the Coronavirus (COVID-19) and in order to protect the health and safety of shareholders, employees, other stakeholders and the community, the Board of Directors and management of the Company request all shareholders

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vote by proxy and not attend the Meeting in person. The conference number is provided below and it enables shareholders to participate in a voice only conference call.

  • Dial-in Toll free: (833) 900-1547

  • Conference ID: 5565685

The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Shareholders are encouraged to monitor the Company’s website at www.4frontventures.com or the Company’s SEDAR profile at www.sedar.com, where copies of such press releases, if any, will be posted. The Company does not intend to prepare an amended Circular in the event of changes to the Meeting format.

All Shareholders are strongly encouraged to vote prior to the Meeting, as voting via the conference call number above will not be possible.

A Shareholder not attending the Meeting may be represented by proxy.

If you are a registered Shareholder, you are requested to either: (i) date and sign the form of proxy and return it to the Company’s registrar and transfer agent, Alliance Trust Company, 1010, 407 – 2nd Street S.W., Calgary, Alberta, T2P 2Y3; or (ii) complete the form of proxy online at www.alliancetrust.ca/shareholders/, at any time prior to the close of business on the second last business day preceding the day of the Meeting. In order to be valid, proxies must be received by Alliance Trust Company not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement thereof.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions and within the timeframe provided to you by your broker or by the other intermediary.

Note that if you hold multiple classes of Shares, or hold some Shares as a registered Shareholder and others as a beneficial Shareholder, you will receive multiple mailing packages, each containing a form of proxy or voting instruction form, as applicable. You are requested to return or otherwise vote all forms of proxy and voting instruction forms received to ensure the votes attached to all of the Shares you hold are counted.

The persons named in the form of proxy you receive are directors and/or officers of the Company. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to act for such Shareholder and on such Shareholder’s behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

BY ORDER OF THE BOARD OF DIRECTORS

Joshua Rosen ” (Signed)

Joshua Rosen Chairman of the Board of Directors

November 19, 2020