Auxly Cannabis Group — AGM Information 2021

May 26, 2021

AUXLY CANNABIS GROUP INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the " Meeting ") of holders (" Shareholders ") of common shares (" Common Shares ") of Auxly Cannabis Group Inc. (the " Company ") will be held at the offices of Bennett Jones LLP, 3400 One First Canadian Place, Toronto, Ontario M5X 1A4 at 2:00 p.m. (Toronto time) on June 28, 2021, for the following purposes:

1. to receive the audited financial statements of the Company for the year ended December 31, 2020 and the report of the auditor thereon;

2. to elect directors of the Company for the ensuing year, as more particularly described in the management information circular (the " Information Circular ") accompanying this Notice;

3. to reappoint the auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration of the auditor;

4. to consider and, if deemed advisable, to pass an ordinary resolution approving the consummation of the matters contemplated by the amending agreement dated April 19, 2021 between the Company and 1213509 B.C. Ltd. (“ Imperial ”), a wholly-owned indirect subsidiary of Imperial Brands plc, being certain amendments to the terms of: (i) the $123 million 4.00% senior unsecured convertible debenture issued by the Company on September 25, 2019 to Imperial and (ii) the investor rights agreement entered into by the Company with Imperial on September 25, 2019, in each case as more particularly described in the accompanying Information Circular, excluding the Common Shares beneficially owned or controlled, directly or indirectly, by Imperial or its affiliates;

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving and adopting the Amended and Restated Omnibus Plan of the Company, as more particularly described in the accompanying Information Circular; and

6. to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The accompanying Information Circular provides additional information relating to the business to be dealt with at the Meeting and is deemed to form part of this Notice. Additional information relating to the Company is available on SEDAR at www.sedar.com, including financial information and management discussion and analysis in respect of the Company’s most recently completed financial year. Shareholders are reminded to carefully review the Information Circular and any additional materials prior to voting on the matters being transacted at the Meeting.

Out of an abundance of caution, to proactively deal with potential issues arising from the unprecedented public health impact of COVID-19, and to limit and mitigate risks to the health and safety of our communities, Shareholders, employees, directors and other stakeholders, the Company is discouraging physical attendance in person. The Meeting will not be open to the general public and will be limited to registered shareholders and duly appointed proxyholders only.

The vast majority of our Shareholders vote by proxy in advance of the meeting and we encourage Shareholders to continue to vote in this manner using one of the methods described in the Information Circular. Shareholders may listen to the Meeting by live audio teleconference by dialing 888-664-6383 (Confirmation #: 94023704) starting at 2:00 p.m. (Toronto time) on June 28, 2021. Please note that Shareholders will not be entitled to vote at, or otherwise participate in, the Meeting by way of teleconference or other electronic means.

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The Company has elected to use the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (the " Notice-and-Access Provisions ") of the Canadian Securities Administrators for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders of the Company by allowing the Company to post its Information Circular and any additional materials online.

The Information Circular and all additional materials have been posted in full on the Company’s website at https://auxly.com/investors/#events and under the Company’s SEDAR profile at www.sedar.com. All Shareholders of record as of May 17, 2021, the record date, will receive a notice and access notification containing instructions on how to access the Company’s Information Circular and all additional materials. Shareholders of the Company may request paper copies of the Information Circular and additional materials at no cost by calling toll-free within North America at 1-866-692-0498, or direct from outside North America at 514-982-8716, up to the date of the Meeting or any adjournment thereof, or thereafter by contacting the Company at 1-833-695-2414. In order to ensure that a paper copy of the Information Circular and additional materials can be delivered to a Shareholder in time for such Shareholder to review the Information Circular and return a form of proxy or voting instruction form prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received no later than June 18, 2021. Shareholders who would like more information about the Notice-and-Access Provisions may contact the Company’s transfer agent, Computershare Investor Services Inc., toll-free at 1-866-964-0492. Please see “ Notice-and-Access ” in the accompanying Information Circular.

It is important that you read and follow the instructions on how to vote by proxy included in the accompanying Information Circular or the instructions on your voting instruction form in order to have your vote count.

Registered Shareholders may attend the Meeting in person or be represented by proxy, but rather than attending in person, registered Shareholders are strongly encouraged to vote in advance by submitting their proxy by mail, facsimile, telephone or online in accordance with the instructions below. Registered Shareholders who wish to appoint, as their proxy, the officers of the Company, whose names appear on the proxy form, are requested to complete, date and sign the enclosed form of proxy and deposit it with the Company's transfer agent, Computershare Investor Services Inc.: (i) by mail using the enclosed return envelope or one addressed to Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (ii) by facsimile to 1-866-249-7775; or (iii) by telephone at 1-866-732-8683. As an alternative to completing and submitting a proxy for use at the Meeting, a Shareholder may vote electronically on the internet at www.investorvote.com. Votes cast electronically are in all respects equivalent to, and will be treated in the same manner as, votes cast via a paper form of proxy. Shareholders who wish to vote using internet or by telephone should follow the instructions provided in the form of proxy. In order to be valid, proxies must be received by the transfer agent not less than 48 hours prior to the commencement of the Meeting or any adjournment(s) thereof, excluding Saturdays, Sundays and holidays.

DATED this 20[th] day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

AUXLY CANNABIS GROUP INC.

" Hugo Alves " Hugo Alves Chief Executive Officer and Director