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4Front Ventures Corp. Proxy Solicitation & Information Statement 2023

Jun 9, 2023

47823_rns_2023-06-08_0084559b-7ee4-4592-b19b-0dd59117f7e3.pdf

Proxy Solicitation & Information Statement

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29 EVERETT STREET, HOLLISTON, MASSACHUSETTS 02138 (602) 633-3067 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 14, 2023

To the Shareholders of 4Front Ventures Corp.:

NOTICE IS HEREBY GIVEN that the 2023 Annual General and Special Meeting of holders of subordinate voting shares and multiple voting shares (the “ Meeting ”) of 4Front Ventures Corp. (“ 4Front ” or the “ Company ”) will be held on July 14, 2023 at 12:00 p.m. (Eastern Standard Time) / 9:00 a.m. (Pacific Time) at 29 Everett Street, Holliston, Massachusetts 02138. The Meeting will be held for the following purposes:

  • (1) to receive the financial statements of the Company for the year ended December 31, 2022 together with the report of the Company’s auditor thereon;

  • (2) to set the number of directors of the Company at six (6) (Proposal One);

  • (3) to elect six (6) directors to serve until the next Annual Meeting or until their respective successors are duly elected or qualified (Proposal Two);

  • (4) to appoint Davidson & Company LLP as auditor of the Company for the fiscal year ending December 31, 2023 and to authorize the directors to fix their remuneration (Proposal Three);

  • (5) to consider, and if thought fit, to pass, with or without variation, an ordinary resolution ratifying, confirming and approving the Company’s Stock Option Plans and the unallocated Options thereunder, as defined and more particularly described in the accompanying Proxy Statement (Proposal Four); and

  • (6) to transact such other business as may properly come before the Meeting or any adjournments or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

In accordance with applicable securities laws that allow us to furnish our proxy materials over the Internet, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials (the “ Notice ”) instead of a paper copy of the proxy materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the proxy materials. The proxy materials are available via the internet at www.4frontventures.com, www.alliancetrust.ca/shareholders/, under the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and from the U.S. Securities and Exchange Commission (“ SEC ”) through EDGAR at www.sec.gov/edgar.

You will find more information on the matters for voting in the Proxy Statement on the following pages. If you are a shareholder of record, you may vote by mail, by fax at (403) 237-6181 or, by using the Internet.

Your vote is important! We strongly encourage you to exercise your right to vote as a shareholder. Please sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, call the toll-free number or log on to the Internet. You may revoke your proxy at any time before it is exercised.

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You will find instructions on how to vote beginning on page 3 of the Proxy Statement. Most shareholders vote by proxy and do not attend the Meeting in person. However, as long as you were a shareholder at the close of business on May 15, 2023, you have the right to vote on the proposals being presented at the Meeting, such that you are invited to attend the Meeting, or to send a representative.

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 to 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 in Canada) 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.

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

/s/ Robert Hunt Robert Hunt Chair of the Board

Holliston, Massachusetts June 2, 2023

Important Notice Regarding the Availability of Proxy Materials for the Meeting To Be Held on July 14, 2023: This proxy statement is available on the Internet at www.4frontventures.com, www.sedar.com or www.sec.gov/edgar. On these websites, you will be able to access this proxy statement and our 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and all amendments or supplements to the foregoing material that are required to be furnished to shareholders.