AVICANNA™

AVICANNA INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY MAY 7, 2026 AND MANAGEMENT INFORMATION CIRCULAR

April 2, 2026

AVICANNA INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting ("Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of Avicanna Inc. ("Corporation") will be held virtually on Thursday, May 7, 2026 at 11:30 a.m. (Toronto time). Registered Shareholders (as defined in the accompanying information circular ("Information Circular") under the heading "Voting at the Meeting" and duly appointed proxyholders can attend the Meeting online at https://meetings.lumiconnect.com/400-310-167-902 where they can participate, vote, or submit questions during the Meeting's live webcast.

The Meeting is being held for the following purposes:

a) to receive and consider the financial statements of the Corporation for the years ended December 31, 2025 and 2024, and the auditors' report thereon, the audited financial statements of the Corporation for the years ended December 31, 2025 and 2024, and the auditors' report thereon.

b) to elect the directors of the Corporation for the ensuing year as described in the Information Circular;

c) to reappoint Ramirez Jimenez International CPAs as the auditors of the Corporation for the ensuing year and to authorize the Board to fix their remuneration and terms of engagement; and

d) to consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution, the full text of which is set forth in the Information Circular, ratifying and approving [the stock options and restricted share units granted] and to approve all unallocated awards under the Corporation's omnibus long term incentive plan as more particularly described in the Information Circular;

e) to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Information Circular provides additional information relating to each of the matters to be addressed at the Meeting. Shareholders are directed to read the Information Circular carefully and in full to evaluate the matters to be considered at the Meeting.

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is April 2, 2026 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

The Corporation is holding the Meeting as a virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person.

If you are a Registered Shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the "Proxy") for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy and Information Circular. The Corporation's transfer agent recommends that shareholders vote in advance of the Meeting.

If you are a Non-Registered Beneficial Shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your Common Shares. Non-registered beneficial Shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting virtually as guests, but guests will not be able to vote at the Meeting.

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Your proxy or voting instructions must be received in each case no later than 11:30 a.m. (Toronto Time) on May 5, 2026 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the beginning of any adjournment(s) or postponement(s) to the Meeting. The Corporation encourages Shareholders currently planning to participate in the Meeting to submit their votes or form of proxy in advance so that their votes will be counted in the event of technical difficulties.

Whether or not you plan to attend the Meeting via live webcast, we encourage you to read this proxy statement and promptly vote your Common Shares. For specific instructions on how to vote your Common Shares, please refer to the section of the Information Circular entitled “General Proxy Information”.

DATED at Toronto, Ontario this 2th day of April 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Aras Azadian”

Chief Executive Officer and Director

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AVICANNA INC. ("Avicanna" or the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the "Information Circular") is dated April 2, 2026 and is furnished in connection with the solicitation of proxies by and on behalf of the management of the Corporation ("Management") for use at the annual general meeting (the "Meeting") of shareholders of the Corporation (the "Shareholders") to be held virtually at https://meetings.lumiconnect.com/400-310-167-902 on Thursday May 7, 2026 at 11:30 a.m. (Toronto time) for the purposes set out in the notice of Meeting (the "Notice") accompanying this Information Circular.

All dollar amounts herein are expressed in Canadian dollars unless otherwise indicated.

GENERAL PROXY INFORMATION

Solicitation of Proxies

Solicitation of proxies for the Meeting will be primarily by mail, the cost of which will be borne by the Corporation. Proxies may also be solicited personally by employees of the Corporation at nominal cost to the Corporation. In some instances, the Corporation has distributed copies of the Notice, the Information Circular, and the accompanying form of proxy (the "Proxy", and collectively with the Notice and Information Circular, the "Documents") to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively "Intermediaries", and each an "Intermediary") for onward distribution to Shareholders whose common shares in the capital of the Corporation (the "Common Shares") are held by or in the custody of those Intermediaries ("Non-registered Shareholders"). The Intermediaries are required to forward the Documents to Non-registered Shareholders.

Solicitation of proxies from Non-registered Shareholders will be carried out by Intermediaries, or by the Corporation if the names and addresses of Non-registered Shareholders are provided by the Intermediaries.

Voting at the Meeting

A Registered Shareholder (as defined below), or a Non-registered Shareholder who has appointed themselves or a third party proxyholder to represent him, her or it at the Meeting, will appear on a list of Shareholders prepared by Odyssey Trust Company ("Odyssey"). Each Registered Shareholder or proxyholder will be required to enter the control number or username provided by Odyssey at https://meetings.lumiconnect.com/400-310-167-902 (password "avicanna2026") prior to the start of the Meeting to have his, her or its Common Shares voted at the Meeting. In order to vote, Non-registered Shareholders who appoint themselves as a proxyholder MUST register with Odyssey at [email protected] after submitting their voting instruction form in order to receive a username (please see the information under "Appointment of Proxyholders" below for details).

Registered Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetings.lumiconnect.com/400-310-167-902.

Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking "I have a control number" and entering a username and password before the start of the Meeting.

Registered Shareholders – The 12-digit control number located on the Proxy or in the email notification received by such Shareholder is the username and the password is “avicanna2026” (case sensitive).
Duly appointed proxyholders – Odyssey will provide the proxyholder with a control number after the voting deadline has passed. The password to the Meeting is “avicanna2026” (case sensitive).

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-registered Shareholders who have not appointed themselves may attend the Meeting by clicking “I am a guest” and completing the online form.

Shareholders may appoint a third-party proxyholder to represent them at the Meeting. Shareholders wishing to do so must submit their Proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted his, her or its Proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the Meeting. To register a proxyholder, shareholders MUST send an email to [email protected] and provide Odyssey with their proxyholder's contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email. It is important to be connected to the internet at all times during the Meeting in order to vote when balloting commences.

In order to participate online, Shareholders must have a valid 12-digit control number and proxyholders must have received an email from Odyssey containing a control number.

Non-registered Shareholders

Non-registered Shareholders who have received the Documents from their Intermediary should, other than as set out herein, follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting. Generally, Non-registered Shareholders will either:

be provided with a form of proxy executed by the Intermediary but otherwise uncompleted. The Non-registered Shareholder may complete the proxy and return it directly to Odyssey; or
be provided with a request for voting instructions. The Intermediary is required to send the Corporation an executed form of proxy completed in accordance with any voting instructions received by the Intermediary.

If you are a Non-registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to send the Documents to you directly, the Corporation (and not your Intermediary) has assumed responsibility for (i) delivering the Documents to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Participating in the Meeting

The Meeting will be hosted online by way of a live audiocast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the Meeting is provided below. The Meeting will begin at 11:30 a.m. (Toronto time) on Thursday, May 7, 2026.

Registered Shareholders that have a 12-digit control number, along with duly appointed proxyholders who were assigned a control number by Odyssey (see details under “Appointment of Proxyholders”), will be able to vote and submit questions during the Meeting. To do so, please go https://meetings.lumiconnect.com/400-310-167-902 prior to the start of the Meeting to login. Click on “I have a control number” and enter your 12-digit control number or username along with the

password "avicanna2026" (case sensitive). Non-Registered Shareholders who have not appointed themselves to vote at the Meeting may login as a guest by clicking on "I am a guest" and completing the online form. Guests will not be able to vote at the Meeting.

United States Non-Registered Shareholders: To attend and vote at the Meeting, you must first obtain a valid legal proxy from your Intermediary and then register in advance to attend the Meeting. Follow the instructions from your Intermediary included with these Meeting materials, or contact your Intermediary to request a legal proxy form. After first obtaining a valid legal proxy from your Intermediary, to then register to attend the Meeting, you must submit a copy of your legal proxy via email at [email protected].
Requests for registration must be labeled as "Legal Proxy" and be received no later than 11:30 a.m. (Toronto time) on May 5, 2026. You will receive a confirmation of your registration by email after your registration materials have been received. You may attend the Meeting and vote your Common Shares at https://meetings.lumiconnect.com/400-310-167-902 (password: "avicanna2026")] during the Meeting. Any appointees must reach out to Odyssey in advance of the meeting (latest 48 hours before the meeting). They must complete the Request for Control Number and email it to [email protected] in advance of the meeting.
Non-registered Shareholders who do not have a 12-digit control number or username will only be able to attend as a guest which allows such persons to listen to the Meeting, however, Non-registered Shareholders will not be able to vote or submit questions.
If you are using a 12-digit control number to login to the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, please log in as a guest.
If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Appointment of Proxyholders

The persons named in the enclosed Proxy (the "Management Designees") are directors and/or officers of the Corporation. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM, HER OR IT AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE PROXY INSTRUMENT either by striking out the names of the persons designated in the Proxy and by inserting the name of the person or company to be appointed in the space provided in the Proxy or by completing another proper form of proxy.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their Proxy or voting instruction form (if applicable) prior to registering their proxyholder. Registering a proxyholder is an additional step once the Proxy or voting instruction form have been submitted. Failure to register the proxyholder will result in the proxyholder not receiving a username to participate in the Meeting. To register a proxyholder, shareholders MUST send an email to [email protected] and provide Odyssey with their proxyholder's contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email.

A Proxy can be submitted to Odyssey either in person, or by mail or courier, to Odyssey Transfer Inc., Trader's Bank Building, Proxy Department, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8. The Proxy must be deposited with Odyssey by no later than 11:30 a.m. (Toronto time) on April 28, 2026, or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the beginning of any adjournment(s) or postponement(s) to the Meeting. If a

Shareholder who has submitted a Proxy attends the Meeting and has accepted the terms and conditions when entering the Meeting, any votes cast by such Shareholder on a ballot will be counted and the submitted Proxy will be disregarded.

Without a control number, proxyholders will not be able to vote at the Meeting.

Revocation of Proxy

A Registered Shareholder who has given a proxy pursuant to this solicitation may revoke it at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof at which the proxy is to be used:

(a) by an instrument in writing executed by the Shareholder or by his, her or its attorney authorized in writing and either delivered to the attention of the Corporate Secretary of the Corporation c/o Odyssey Transfer Inc., Trader's Bank Building, Proxy Department, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8;

(b) by delivering written notice of such revocation to the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof;

(d) in any other manner permitted by law.

Non-registered Shareholders who wish to change their vote must contact their Intermediary to discuss their options well in advance of the Meeting.

Voting of Proxies and Discretion Thereof

Common Shares represented by properly executed proxies in favour of persons designated in the printed portion of the enclosed Proxy WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RE-APPOINTMENT OF RAMIREZ JIMENEZ INTERNATIONAL CPAS, AS THE AUDITORS OF THE CORPORATION, AND FOR THE AUTHORIZATION OF THE BOARD TO FIX THE AUDITORS' REMUNERATION AND TERMS OF ENGAGEMENT. The Common Shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. The enclosed Proxy confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. At the date of this Information Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote such proxy according to their best judgment.

QUORUM

The articles of the Corporation provide that a quorum of Shareholders is present at a meeting of Shareholders if at least two persons holding or representing by proxy not less than 20% of the outstanding shares entitled to vote at the meeting are present.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the knowledge of the directors and executive officers of the Corporation, no director or executive officer of the Corporation, any proposed nominee for election as director of the Corporation, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The voting securities of the Corporation consist of an unlimited number of Common Shares. The board of directors of the Corporation (the "Board") has fixed April 2, 2026 as the record date for the Meeting (the "Record Date"). As of the Record Date, the Corporation has issued and outstanding 125,791,870 Common Shares.

The Common Shares represent 100% of voting rights attached to outstanding securities of the Corporation.

Voting Rights

Holders of the Common Shares are entitled to notice of and to attend at any meeting of the Shareholders of the Corporation, except a meeting of which only holders of another class or series of shares of the Corporation have the right to vote. At each such meeting holders of the Common Shares are entitled to one vote in respect of each Common Share held. Holders of Common Shares are entitled to receive, as and when declared by the directors of the Corporation, dividends in cash or property of the Corporation. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of Common Shares are, subject to the prior rights of the holders of any shares of the Corporation ranking in priority to the Common Shares, entitled to participate rateably along with all other holders of Common Shares.

Record Date & Principal Shareholders

The close of business on April 2, 2026, has been fixed as the Record Date for the determination of Shareholders entitled to receive notice of the Meeting and any adjournment(s) thereof. Accordingly, only Shareholders of record on the Record Date are entitled to vote at the Meeting or any adjournment(s) thereof.

The registered holders of Common Shares are shown on the list of Shareholders which is available for inspection during usual business hours at Odyssey Transfer Inc., Trader's Bank Building, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8 and at the Meeting. The list of Shareholders will be prepared not later than ten (10) days after the Record Date. If a person has acquired ownership of shares since that date, he, she or it may establish such ownership and demand, not later than ten (10) days before the Meeting, that his, her or its name be included in the list of Shareholders.

As of the date hereof, to the knowledge of the directors and executive officers of the Corporation, based on information provided on the System for Disclosure by Insiders (SEDI) and on information filed by third parties on the System for Electronic Document Analysis and Retrieval (SEDAR+), no person or company beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, ten percent (10%) or more of the issued and outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Report and Financial Statements

Pursuant to the Business Corporations Act (Ontario) (the "Act"), the directors of the Corporation will place before the shareholders at the Meeting the audited financial statements of the Corporation for the years ended December 31, 2025 and 2024 and the auditors' report thereon, the audited financial statements of the Corporation for the years ended December 31, 2024 and 2023 and the auditors' report thereon, a copy of each of which is available under the Corporation's SEDAR+ profile at www.sedarplus.ca. Copies may be obtained from the Corporation upon request. Shareholder approval is not required in relation to the financial statements.

2. Fixing the Number of Directors; Election of Directors

The affairs of the Corporation are managed by the Board. The members of the Board are elected annually, on an individual basis, at each annual general meeting of Shareholders.

The term of office of each of the current directors expires at the Meeting. At the Meeting, Shareholders will be asked to consider passing a special resolution fixing the number of directors of the Corporation to be elected for the ensuing year at five (5) members and empowering the Board to adjust such number between Shareholder meetings by way of resolution of the Board in accordance with the Corporation's constating documents. The Corporation's articles provide that the Board shall consist of a minimum of three (3) and maximum of fifteen (15) directors.

The resolution to fix the number of directors of the Corporation at five (5) members for the ensuing year and empower the Board to adjust such number from time to time until the next annual meeting of Shareholders must be approved by a 66⅔% of the aggregate votes cast by Shareholders present in person or by proxy at the Meeting.

The text of the special resolution authorizing the fixing of the number of directors of the Corporation and empowering the Board to adjust such number from time to time is as follows:

"BE IT RESOLVED, as a special resolution of the shareholders of Avicanna Inc. (the "Corporation"), that:

the number of directors of the Corporation to be set at five (5) for the ensuing year;
the board of directors of the Corporation (the "Board") shall be empowered to adjust such number of directors between the Meeting and the next annual general meeting of shareholders of the Corporation by way of resolution of the Board in accordance with the Corporation's constating documents; and
any officer or director of the Corporation be, and is hereby authorized, for and on behalf of the Corporation, to execute and deliver such documents and instruments and to take such other actions as such officer or director may determine to be necessary or advisable to implement this resolution and the matters authorized hereby including, such determination to be conclusively evidenced by the execution and delivery of such documents or instruments and the taking of any such action."

The persons named in the accompanying form of proxy (the "Proxy Instrument") intend to vote FOR the resolution fixing the number of directors of the Corporation at five (5) and empowering the Board to change such number between Shareholder meetings, unless otherwise directed.

There are currently five (5) directors of the Corporation, the present term of office of each such current director of the Corporation will expire at the Meeting. Each of Aras Azadian, Giancarlo Davila Char, Michael Kott, and Ozgur Kilic intend to stand for re-election at the Meeting. Shareholders will be asked to elect the five (5) directors set out in the table below (the "Board Nominees") for election to the Board at the Meeting or any adjournment(s) or postponement(s) thereof.

Management proposes to nominate at the Meeting the persons whose names are set forth in the table below, each to serve as a director of the Corporation until the next meeting of Shareholders at which the election of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed or becomes disqualified in accordance with the articles of the Corporation or the Act. The persons named in the Proxy Instrument intend to vote FOR the election of such persons at the Meeting, unless otherwise directed. Management does not contemplate that any of the nominees will be unable to serve as a director of the Corporation.

The following table and the notes thereto set out the name of each person proposed by Management to be nominated for election as a director of the Corporation at the Meeting (each, a "Board Nominee"), the period during which he/she has been a director of the Corporation, his/her principal occupation within the five (5) preceding years, all offices of the Corporation now held by such person, and his/her shareholdings, which includes the number of voting securities of the Corporation beneficially owned, or over which control or direction is exercised, directly or indirectly.

Name of Board Nominee, Province/State and Country of Residence	First Elected Director	Principal Occupation(s) for Past Five Years	Position(s) with the Corporation	Shares Owned, Controlled or Directed, Directly or Indirectly(1)
Aras Azadian Ontario, Canada	Director since November 2016	Chief Executive Officer of the Corporation (2016-Present).	Chief Executive Officer	5,157,706 Common Shares
Giancarlo Davila Char Florida, USA	Director since October 2018	VP of Business Development at Daabon Group (2021-present). Commercial Manager of Caribbean Eco Soaps U.I.B.S. (2017-2021).	N/A	3,279,434 Common Shares(5)
Michael Kott(2)(3)(4) Munich, Germany	Director since January 2026	Founder & Chief Executive Officer of CM-Equity AG (2002-Present)	N/A	1,290,278 Common Shares
Ozgur Kilic	Director since April 2026	Chief Executive Officer of Esjay Pharma (2025-Present). Chief Operating Officer and Global Chief Financial Officer of Covis Pharma (2020-2025)	N/A
Lisa McCormack Ontario, Canada		Founder & Chief Executive Officer of Northern Green Canada Inc. (2015-Present).	N/A

Notes:

(1) The information as to the number of shares owned, controlled or directed, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by such person directly or obtained from the System for Electronic Disclosure by Insiders (SEDI). Except for Mr. Davila Char, no director beneficially owns, or controls or directs, directly or indirectly, any of the voting securities of the subsidiaries of the Corporation; Mr. Davila Char beneficially owns 100% of the voting securities of Inmobiliaria Bondue S.A.S. which beneficially owns 49% of the voting securities of the Corporation's subsidiary Santa Marta Golden Hemp S.A.S. These figures do not include Stock Options or RSUs (as each such term is defined herein). This information is presented on a non-diluted basis. (2) Member of the compensation committee of the Board (the "Compensation Committee"). (3) Member of the audit committee of the Board (the "Audit Committee"). (4) Member of the nominating and corporate governance committee of the Board (the "Nominating & Corporate Governance Committee"). (5) Mr. Davila Char beneficially owns, controls or directs, directly or indirectly, the listed number of Common Shares through the following: (i) Inmobiliaria Bondue S.A.S., 1,477,818 Common Shares; (ii) Siranom Investments Inc., 707,502 Common Shares; (iii) Sambaq Investments Inc., 35,904 Common Shares; (iv) Bodelian Holding Corp. 388,060 Common Shares; (v) Green Dream Capital, 11,150 Common Shares, and (vi) Mr. Davila Char personally, 659,000 Common Shares.

As of the date hereof, the proposed directors of the Corporation as a group beneficially owned, or exercised control or direction over, 9,727,418 Common Shares, or approximately 7.73% of the outstanding Common Shares.

The biographies of the Board Nominees are set out below.

Aras Azadian, Director & Chief Executive Officer | Mr. Azadian serves as the Chief Executive Officer of the Corporation. Mr. Azadian previously served as the President and Chairman of the Board of the Corporation. Mr. Azadian brings extensive senior management experience in the biotechnology and financial sectors including his involvement in several successful start-up companies. In addition to his international experience in corporate development, his diverse roles include his previous position as the president of an investment corporation in the cannabis space and former Chief Operating Officer of an oncology company. Mr. Azadian holds a Bachelor of Economics degree from York University in Toronto, and an international master's in management degree from EADA Business School in Barcelona, Spain.

Giancarlo Davila Char, Director | Mr. Davila currently serves as VP of Business Development for Daabon Group, a global leader in organic & sustainable agro-industrial ingredients. Mr. Davila has a wide experience in developing commercial relationships internationally and building supply chains as well as distribution of industrial plant -ingredients to service the food, personal care & pharmaceutical industries. Mr. Davila also has a strong background in sustainable development of agricultural projects which deliver high quality organic products while restoring the environment. Apart from his role as a director in Avicanna, Mr. Davila also serves as a director for a Fintech company based in Colombia. Mr. Davila holds a Bachelor of Science in Business Management from Northeastern University.

Michael Kott, Director | Mr. Kott is an experienced Chief Executive Officer, entrepreneur, and investor with more than 35 years of expertise in international capital markets, corporate finance, and fundraising. Mr. Kott is the Founder and Chief Executive Officer of CM-Equity AG, which he built into a regulated investment bank operating across Europe under MiFID II before transitioning it in 2025 into a global single-family office focused on long-term value creation. Mr. Kott has an extensive track record serving on public and private company boards, with deep expertise in governance, compliance, capital markets transactions, IPOs, and cross-border investments. He is an active independent investor across public equities, venture capital, and alternative assets, with experience spanning biopharma and longevity, technology, cleantech, and sustainability. Mr. Kott is a graduate of Vereinigte Sparkassen des Landkreises Pfaffenhofen a d Ilm (banker) and Universität Regensburg / University of Regensburg (MBA, Economics).

Ozgur Kilic | Mr. Kilic is an experienced global business executive and Chief Executive Officer with a background as a strategic Chief Financial Officer and Chief Operating Officer with more than 20 years of experience at various global public "Big Pharma" companies and private equity backed pharma companies across the US, UK, Italy, and Switzerland. Mr. Kilic is a graduate of Koc University (BA, Business Administration; BA, History) and Stuttgart Institute of Management and Technology (MBA, Finance & Investment), and qualified as Associate Chartered Management Accountant (ACMA) and Chartered Global Management Accountant (CGMA) by the Chartered Institute of Management Accountants.

Lisa McCormack | Ms. McCormack is a founder and senior executive with more than 25 years of leadership experience building and scaling companies in highly regulated industries. She is the Founder and Chief Executive Officer of Northern Green Canada, where she led the development of a federally licensed cannabis producer serving domestic and international medical markets. Under her leadership, the company developed a 90,000-square-foot licensed cultivation and processing facility with EU-GMP certification and pharmaceutical-grade quality and compliance systems enabling export into European medical cannabis markets. Her experience spans capital formation, regulatory strategy, operational scaling, and global commercialization within complex regulatory frameworks. She brings deep expertise in governance, regulated market strategy, and international business development. Ms. McCormack is a graduate of the University of Toronto (BA, Political Science and Government).

The persons named in the accompanying Proxy Instrument (if named and absent contrary directions) intend to vote the shares represented thereby FOR the re-election/election of each of the aforementioned named nominees unless otherwise instructed on a properly executed and validly deposited proxy. Management does not contemplate that any nominees named above will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

Majority Voting Policy

The Board has adopted a majority voting policy (the "Majority Voting Policy") which applies to the election of directors. Under the Majority Voting Policy, a director who is elected with more votes withheld than cast in favour of his or her election will be required to tender his or her resignation to the Chairman of the Board. The resignation will be effective when accepted by the Board and the nominee director will not participate in any

committee or Board meetings or deliberations on this matter. The Majority Voting Policy does not apply in circumstances involving contested director elections.

The Nominating & Corporate Governance Committee will consider the resignation and make a recommendation to the Board on whether the resignation should be accepted. In considering the recommendation of the Nominating & Corporate Governance Committee, the Board will consider the factors taken into account by the committee and such additional information and factors that the Board considers to be relevant. The Board expects that resignations will be accepted unless there are extenuating circumstances that warrant a contrary decision.

If the resignation is accepted, subject to any applicable law, the Board may leave the resultant vacancy unfilled until the next annual meeting of Shareholders, fill the vacancy through the appointment of a new director, or call a special meeting of Shareholders at which there will be presented one or more nominees to fill any vacancy or vacancies.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as described below, to the knowledge of the Corporation, no individual who is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no Board Nominee:

(a) is, as of the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an "Order"), which Order was issued while the Board Nominee was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(ii) was subject to an Order that was issued after the Board Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the Board Nominee was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(b) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director or executive officer of any company (including the Corporation) that, while the Board Nominee was acting in that capacity, or within a year of the Board Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the Board Nominee's assets; or

(c) has, within ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the Board Nominee's assets; or

(d) has been subject to:

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for the Board Nominee.

The Corporation announced on March 31, 2025, that it would miss the deadline to file its audited annual financial statements for the year ended December 31, 2024, and accompanying management's discussion and analysis, annual information form and related certifications (collectively, the "Annual Filings") on or before March 31, 2025, as required under applicable securities laws. The Corporation applied to the Ontario Securities Commission (the "OSC") pursuant to Part 4 of National Policy 12-203 – Management Cease Trade Orders for a Management Cease Trade Order ("MCTO") pending the filing of the Annual Filings, which MCTO would prohibit the Corporation's management from trading in the securities of the Corporation until such time as the Annual Filings are filed. On April 4, 2025, the Corporation's application for a MCTO was approved by the OSC. The MCTO was revoked on April 16, 2025

The Corporation announced on March 29, 2021, that it would miss the deadline to file its audited annual financial statements for the year ended December 31, 2020, and accompanying management's discussion and analysis, annual information form and related certifications (collectively, the "Annual Filings") on or before March 31, 2021, as required under applicable securities laws. The Corporation applied to the Ontario Securities Commission (the "OSC") pursuant to Part 4 of National Policy 12-203 – Management Cease Trade Orders for a Management Cease Trade Order ("MCTO") pending the filing of the Annual Filings, which MCTO would prohibit the Corporation's management from trading in the securities of the Corporation until such time as the Annual Filings are filed. On April 9, 2021, the Corporation's application for a MCTO was approved by the OSC. The MCTO was subsequently revoked, and a cease trade order ("CTO") was issued by the PSC effective June 11, 2021. The CTO was revoked on September 10, 2021.

3. Appointment of Auditors

Shareholders will be requested to re-appoint Ramirez Jimenez International CPAs, as auditors of the Corporation to hold office until the next annual meeting of Shareholders, and to authorize the directors of the Corporation to fix the auditors' remuneration and the terms of their engagement. Ramirez Jimenez International CPAs was first appointed auditors of the Corporation on August 2, 2024.

The persons named in the accompanying Proxy Instrument (if named and absent contrary directions) intend to vote the shares represented thereby FOR the resolution appointing Ramirez Jimenez International CPAs as auditors of the Corporation for the ensuing year and to authorize the directors to fix Ramirez Jimenez International CPAs remuneration.

4. Ratifying Grants and Approval of Awards under Omnibus Plan

At the Meeting, Shareholders will be asked to consider, and, if thought advisable, approve the unallocated Awards (as defined below) under the omnibus long-term incentive plan of the Corporation (the "Omnibus Plan"). On June 1, 2019, the Board approved the adoption of an Omnibus Plan. The Omnibus Plan was approved by the Corporation's Shareholders at the special meeting of shareholders held on June 20, 2019 and again on August 31, 2022. The Toronto Stock Exchange ("TSX") Company Manual provides that every three years after the institution of a security-based compensation arrangement which does not have a fixed maximum number of securities issuable under the arrangement, all unallocated rights, options and other entitlements under the arrangement must be approved by a majority of the issuer's directors and by the issuer's security holders. As our Omnibus Plan is a security-based compensation arrangement without a fixed maximum number of issuable Common Shares, it must be approved by a majority of the Shareholders every three years.

The approval obtained on August 31, 2022 expired on August 31, 2025, and as it was not put forward for approval at the Corporation's annual and special meeting of Shareholders on June 30, 2025, all Awards granted under the Omnibus Plan after August 31, 2025 are subject to ratification by Shareholders (and if such ratification is not obtained at the Meeting, such Awards will be cancelled). Therefore, at the Meeting we are seeking the ratification and approval of all Awards granted under the Omnibus Plan after August 31, 2025 (collectively, the "Ratification Awards"), and approval of all unallocated Awards issuable under the Omnibus Plan. If Shareholder

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approval is obtained at the Meeting, the Corporation will not be required to seek further approval of unallocated Awards issuable under the Omnibus Plan until April 30, 2029. For a discussion of the terms of the Omnibus Plan, please refer to the section entitled "Security Based Compensation Arrangements - Omnibus Plan", below. A copy of the Omnibus Plan is attached as Appendix "C".

The Omnibus Plan allows for a variety of equity-based awards that provide different types of incentives to be granted to the Corporation's directors, officers, employees and consultants. The Omnibus Plan will facilitate granting of awards ("Awards") representing: (i) the right to receive one Common Share (an "Option" and together with the Plan Options (as defined below), the "Stock Options") subject to such terms as are set out in each Eligible Participant's Option agreement, and at such exercise price as shall be fixed by the Board when such Option is granted, but which shall not be less than the Market Value (as herein defined) of such Common Shares at the time of the grant; or (ii) the right to receive one Common Share (a "Share Unit"), the cash equivalent of a Share Unit, or a combination thereof at such purchase price as determined by the Board, being restricted share units ("RSU") or performance share units ("PSU"), as applicable, which Share Units are subject to such restrictions and conditions as the Board may determine at the time of grant.

The following table sets out the particulars of the Ratification Awards which Shareholders will be asked to ratify and approve at the Meeting.

TABLE 2

GROUP	DATE OF GRANT	AGGREGATE NUMBER OF SHARES ISSUABLE	EXERCISE PRICE ($)
Employees	November 7, 2025	140,000	0.25
Employees	November 7, 2025	10,000	0.31
Consultants / Contractors	November 7, 2025	543,709	0.25
Consultants / Contractors	November 7, 2025	125,000	0.31
Consultants / Contractors	October 28, 2025	30,000	0.31
Total		848,709

As of the date of this Information Circular, the Corporation had 848,709 Ratification Awards outstanding under the Omnibus Plan which permitted the granting of incentive stock options ("Plan Options") (165,000 Options and 683,709 Share Units (all of which are RSUs and there are no PSUs outstanding) under the Omnibus Plan, representing approximately 0.1% and 0.5%, respectively, of the Common Shares outstanding as of the date thereof. These outstanding Awards are in the form of Options and Share Units, which collectively entitle the holders of such Awards to acquire up to 848,709 Common Shares (representing approximately 0.7% of the issued and outstanding Common Shares). If approved, the Omnibus Plan will have 3,556,425 Common Shares available for future grants (representing approximately 2.8% of the issued and outstanding Common Shares), based on the number of currently issued and outstanding Common Shares.

The Omnibus Plan is an important tool for the Corporation to attract and retain employees. Without the Omnibus Plan and the ability to grant Awards under it, the Corporation would lose an important part of its compensation plans available for attracting and retaining employees. Accordingly, the Corporation is seeking Shareholder approval for the unallocated Awards under the Omnibus Plan in accordance with the rules of the TSX.

Resolutions

The Board has unanimously approved, subject to the receipt of regulatory and Shareholder approval, the issuance of all Ratification Awards and all unallocated Awards issuable under the Omnibus Plan. As described above, the Corporation is required to seek Shareholders, by way of ordinary resolution, the ratification of the Ratification Awards and approval of all unallocated Awards under the Omnibus Plan. The proposed resolution is set out below.

"IT IS RESOLVED as an ordinary resolution that:

All of the Ratification Awards, being the 165,000 options and 683,709 RSUs granted under the Omnibus Plan after August 31, 2025, subject to ratification by the Shareholders, are hereby ratified and approved;
All unallocated Awards of the Corporation issuable pursuant to the Omnibus Plan are hereby approved;
The Corporation shall have the ability to continue granting Awards under the Omnibus Plan until April 30, 2029; and
Any one officer or director of the Corporation is hereby authorized to execute and deliver all such agreements and documents, whether under the corporate seal or otherwise, and to take all action as such officer or director shall deem necessary or appropriate to give effect to the foregoing resolution."

At the Meeting, Shareholders will be asked to consider and, if thought advisable, approve, with or without variation the above resolutions. For the reasons outlined above, the Board believes that obtaining Shareholder approval at the Meeting for the Omnibus Plan is in the best interests of the Corporation and the Shareholders. Accordingly, the Board recommends that Shareholders vote their Common Shares "FOR" the above resolutions. To be effective, the above resolutions must be approved by a majority of the votes cast by the Shareholders present virtually, or represented by proxy, at the Meeting.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no Board Nominees for election as a director of the Corporation, or any associate of any such director, executive officer or Board Nominee: (i) is or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or (ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

SECURITY BASED COMPENSATION ARRANGEMENTS

Equity Compensation Plan Information

The following table sets out information as of December 31, 2025, with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options and rights	Weighted-average exercise price of outstanding options and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by Securityholders (1)	7,676,158	$0.50	2,781,425
Equity compensation plans not approved by Securityholders	Nil	Nil	Nil
TOTAL	7,676,158	$0.50	2,781,425

Notes: (1) The maximum number of equity compensation instruments issuable under the Omnibus Plan of the Corporation was 11,804,186, representing 10% of the issued and outstanding Common Shares as at December 31, 2025.

Omnibus Plan Adoption June 1, 2019

On June 1, 2019, the Board approved the adoption of an Omnibus Plan. The Omnibus Plan was approved by the Corporation's shareholders at the special meeting of shareholders held on June 20, 2019 and, as of such date, all subsequent stock options were granted pursuant to the Omnibus Plan. Unallocated Awards under the Omnibus Plan were approved by the Corporation's shareholders at the annual general meeting of shareholders held on August 31, 2022.

Omnibus Plan

The following is a summary of the material features of the Omnibus Plan.

The Omnibus Plan allows for a variety of equity-based awards that provide different types of incentives to be granted to the Corporation's directors, officers, employees, and consultants. The Omnibus Plan will facilitate granting of Awards representing: (i) an Option to receive one Common Share subject to such terms as are set out in each Eligible Participant's Option agreement, and at such exercise price as shall be fixed by the Board when such Option is granted, but which shall not be less than the Market Value (as herein defined) of such Common Shares at the time of the grant; or (ii) a Share Unit, the cash equivalent of a Share Unit, or a combination thereof at such purchase price as determined by the Board, subject to such restrictions and conditions as the Board may determine at the time of grant.

Under the terms of the Omnibus Plan, the Board, or if authorized by the Board, the Compensation Committee, may grant Awards to eligible participants. Awards may be granted at any time and from time to time in order to: (i) provide Eligible Participants (as herein defined) with additional incentives; (ii) encourage stock ownership by Eligible Participants; (iii) increase the proprietary interest of Eligible Participants in the success of the Corporation; (iv) promote growth and profitability of the Corporation; (v) encourage Eligible Participants to take into account long-term corporate performance; (vi) reward Eligible Participants for sustained contributions to the Corporation and/or significant performance achievements of the Corporation; and (vii) enhance the Corporation's ability to attract, retain and motivate Eligible Participants.

"Eligible Participants" shall be the directors, officers, senior executives, consultants, management company employees and other employees of the Corporation or a subsidiary of the Corporation, providing ongoing services to the Corporation and its affiliates. Participation in the Omnibus Plan is voluntary and, if an Eligible Participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death or incapacity of the Eligible Participant, provided, however, that the Award may be exercised in a person's capacity as legal representative of the Eligible Participant. The Omnibus Plan provides that appropriate adjustments if any, will be made by the Board in connection with a reclassification, reorganization or other change to the Common Shares, consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the Omnibus Plan. In the event that a participant receives Common Shares in satisfaction of an Award during a black-out period, such participant shall not be entitled to sell or otherwise dispose of such Common Shares until such black-out period has expired.

As of the date hereof, there are 125,791,870 Common Shares issued and outstanding. The maximum number of Common Shares reserved for issuance under the Omnibus Plan (as well as any other share compensation arrangement) shall not exceed ten percent (10%) of the aggregate number of Common Shares issued and outstanding from time to time, which as at the date hereof represents 12,579,187 Common Shares. The aggregate number of Common Shares reserved and available for grant issuance pursuant to Share Units under the Plan shall not exceed four percent (4%) of the total issued and outstanding Common Shares from time to time, which as at the date hereof represents 5,031,675 Common Shares.

The maximum number of Common Shares reserved for issuance under the Omnibus Plan to non-employee directors will be 1% of the aggregate number of Common Shares issued and outstanding from time to time. The total Market Value (as defined herein) to any non-employee directors in any given calendar year shall not exceed $150,000, of which no more than $100,000 of value may be comprised of Options. The aggregate

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number of Common Shares (i) issued to insiders under the Omnibus Plan or any other proposed or established share compensation arrangement within any one-year period and (ii) issuable to insiders at any time under the Omnibus Plan or any other proposed or established share compensation arrangement, shall in each case not exceed 10% of the aggregate number of issued and outstanding Common Shares from time to time (the "Insider Participation Limit"), or such other number as may be approved by any stock exchange on which the Common Shares may be listed for trading, and the Corporation's shareholders from time to time. Unless the Board determines otherwise, the Omnibus Plan provides that Options will vest as to 1/5 on the first anniversary of the date of such grant, 1/5 on the second anniversary of the date of such grant, 1/5 on the third anniversary of the date of such grant, 1/5 on the fourth anniversary of the date of such grant, and 1/5 on the fifth anniversary of the date of such grant.

The exercise price of any Option shall be fixed by the Board when such Option is granted, but shall be no less than the five-day volume weighted average trading price of the Common Shares on any stock exchange on which the Common Shares may be listed for trading on the day prior to the date of grant (the "Market Value"). A Participant may elect to exercise an Option, in whole or in part, on a 'cashless exercise' ("Cashless Exercise") basis. In connection with a Cashless Exercise of Options, a Participant would receive Common Shares equal in value to the difference between the Option exercise price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the Omnibus Plan.

An Option shall be exercisable during a period established by the Board, which shall commence on the date of the grant and shall terminate no later than ten years after the date of granting the Option, or such shorter period of time as the Board may determine. The Omnibus Plan will provide that the exercise period shall automatically be extended if the date on which such Option is scheduled to terminate shall fall during or within 10 business days immediately following a black-out period. In such cases, the extended exercise period shall terminate 10 business days following the last day of the black-out period.

The applicable restriction period in respect of a particular Share Unit shall be determined by the Board but in all cases shall end no later than December 31 of the calendar year which is three years after the calendar year in which the Share Unit is granted (the "Restriction Period").

For each award of PSUs, the Board shall establish the performance criteria and other vesting conditions (the "Performance Criteria"), and period in which any Performance Criteria must be met, in order for a participant to be entitled to receive Common Shares in exchange for all or a portion of the PSUs held by such participant (the "Performance Period"), provided that such performance period may not expire after the end of the Restriction Period. Performance Criteria will be specified in the PSU grant agreement. Performance Criteria may include, without limitation, criteria based on the participant's personal performance and/or financial performance of the Corporation and/or its affiliates, and may be used to determine vesting of PSUs, when applicable.

With respect to RSUs, unless otherwise approved by the Board and except as otherwise provided in a participant's grant agreement or any other provision of the Omnibus Plan, RSUs will vest as to 1/3 each on the first, second and third anniversary date of their grant. With respect to PSUs, unless otherwise approved by the Board and except as otherwise provided in a participant's grant agreement or any other provision of the Omnibus Plan, PSUs will vest subject to performance and time vesting.

Subject to the terms of any employment agreement or other agreement between a participant and the Corporation, or the Board or an Share Unit award agreement expressly providing to the contrary, in the event that the vesting conditions, Performance Criteria and Performance Period, as applicable, of a Share Unit are satisfied, all of the vested Share Units covered by a grant may be settled at any time following their vesting determination date but no later than the end of the Restriction Period. Participants will have the option to settle such Share Units for their cash equivalent, for Common Shares, or a combination of both. If no election is made by the participant within the prescribed shares, settlement of Share Awards shall take the form of Common Shares.

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The following table describes the impact of certain events upon the rights of holders of Awards under the Omnibus Plan, including termination for cause, resignation, termination other than for cause, retirement, death and change of control, subject to the terms of a participant's employment agreement:

Event Provisions	Provisions
Termination for cause	Immediate forfeiture of all vested and unvested Awards.
Resignation	Forfeiture of all unvested Awards and the earlier of the original expiry date and 90 days after resignation to exercise vested Awards or such longer period as the Board may determine in its sole discretion.
Termination other than for cause	Subject to the terms of the grant or as determined by the Board, upon a participant's termination without cause, the number of Awards that may vest is subject to pro-ration over the applicable performance or vesting period and expire on the earlier of: (i) 90 days after the effective date of termination; or (ii) the expiry date of such Awards.
Retirement	Upon the retirement of a participant's employment with the Corporation, any unvested Awards held by the participant as at the retirement date will continue to vest in accordance with their vesting schedules, and all vested Awards held by the participant at the retirement date may be exercised until the earlier of the expiry date of the Awards or one year following the retirement date; provided that, if the participant breaches any post-employment restrictive covenants in favour of the Corporation then any Awards held by such participant, whether vested or unvested, will immediately expire and the participant shall pay to the Corporation any "in-the-money" amounts realized upon exercise of Options and/or Share Units following the retirement date.
Death	All unvested Awards will vest immediately and may be exercised within 180 days after the death of the Eligible Participant.
Change of Control	If an Eligible Participant is terminated without cause or resigns for good reason during the 12-month period following a change of control of the Corporation (a "Change of Control"), any unvested Share Units and/or Options immediately vest and may be exercised prior to the earlier of (i) 30 days following such date, or (ii) the expiry date of such Options.

In connection with a Change of Control, the Board will take such steps as are reasonably necessary or desirable to cause the conversion, exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity. If such continuing entity does not assume the outstanding Awards, or the Board determines otherwise in its discretion, the Board may provide written notice to all Eligible Participants that the Omnibus Plan shall be terminated effective immediately prior to the Change of Control, and all Options and RSUs, and a specified number of PSUs shall be deemed to be vested, and unless exercised, expire.

The Board may, in its sole discretion, suspend or terminate the Omnibus Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the Omnibus Plan or of any Award granted under the Omnibus Plan and any grant agreement relating thereto, subject to any required regulatory and stock exchange approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Plan or as required by applicable laws.

The Board may amend the Omnibus Plan or any Award at any time without the consent of a participant; provided that such amendment shall: (i) not adversely alter or impair any Award previously granted, except as permitted by the terms of the Omnibus Plan; (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the stock exchange; and (iii) be subject to shareholder approval, where required by law, the requirements of the stock exchange or the Omnibus Plan, provided, however, that shareholder approval shall not be required for the following amendments:

(a) amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, inconsistency, defective provision, error or omission in the Omnibus Plan; (b) changes that alter, extend or accelerate the terms of exercise, vesting or settlement applicable to any Award; (c) a change to the Eligible Participants or assignability provisions under the Omnibus Plan; (d) any amendment regarding the effect of termination of a participant's employment or engagement; (e) any amendment regarding the administration of the Omnibus Plan; (f) any amendment necessary to comply with applicable law or the requirements of the stock exchange or any other regulatory body having authority over the Corporation; and (g) any other amendment that does not require the approval of the shareholders pursuant to the terms of the Omnibus Plan.

Any of the following amendments to the Omnibus Plan require the Board to obtain shareholder approval:

(a) any change to the maximum number of Common Shares issuable under the Omnibus Plan; (b) any amendment which reduce the exercise price of the Awards; (c) any amendment which would permit the introduction or reintroduction of non-employee directors as Eligible Participants on a discretionary basis or an amendment that increases the limits previously imposed on non-employee director participation; (d) any amendment to remove or exceed the Insider Participation Limit; (e) any amendment permitting the Awards to be transferable or assignable other than for estate settlement purposes; and (f) any amendment to the amendment provisions of the Omnibus Plan.

No such amendment to the Omnibus Plan shall cause the Omnibus Plan in respect of RSUs or PSUs to cease to be a plan described in section 7 of the Income Tax Act (Canada) or any successor to such provision.

Outstanding Stock Options

As at December 31, 2025, there were Stock Options outstanding to acquire an aggregate of 7,676,158 Common Shares at exercise prices of between $0.30 and $8 per Common Share. Note that included in this 7,676,158 are 160,000 options that are currently restricted until ratification takes place as noted above in part 4 "Ratifying Grants and Approval of Awards under Omnibus Plan". As at the date hereof, Stock Options to acquire an aggregate of 7,676,158 Common Shares at exercise prices of between $0.30 and $8 per Common Share are outstanding, having been granted by the Corporation to certain directors, officers, employees and consultants of the Corporation.

The number of Common Shares underlying the Stock Options outstanding as of the date hereof represents in the aggregate 6.1% of the issued and outstanding Common Shares as of the date hereof and, given the currently outstanding Stock Options and restricted share units, there remains for issuance 3,545,5745 Options to acquire an aggregate of 3,545,575 Common Shares.

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Restricted Share Units

As of December 31, 2025, there were an aggregate of 1,346,604 restricted share units of the Corporation outstanding under the Omnibus Plan to executive officers, employees, consultants and non-executive directors. As of the date hereof, the Corporation has issued an aggregate of 1,346,604 restricted share units outstanding under the Omnibus Plan to executive officers, employees, consultants and non-executive directors. Given the currently outstanding Stock Options and restricted share units, the Corporation may issue restricted share units to acquire up to 3,545,575 Common Shares.

Burn Rate of Awards

During the financial year ended December 31, 2025, 810,000 Options and 4,269,021 restricted share units were granted, representing a burn rate of 0.69% and 3.62%, respectively. Annual burn rate is calculated as number of awards granted in the year divided by weighted average number of shares outstanding in the year.

	2025	2024	2023
Annual Burn Rate of Omnibus Plan	4.43%	8.12%	8.88%

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STATEMENT OF EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6 – Statement of Executive Compensation ("Form 51-102F6"). The objective of this disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year ended December 31, 2025, and the decision-making process relating to compensation.

Information contained in this form is as of December 31, 2025, unless indicated otherwise.

Overview and Compensation Governance

The Board has not adopted any formal policies or procedures to determine the compensation of the Corporation's directors or executive officers. The compensation of the directors and executive officers is determined by the Board, based on the recommendations of the Compensation Committee. Recommendations of the Compensation Committee are made giving consideration to the objectives discussed below and, if applicable, considering applicable industry data.

Compensation Committee

The Board has appointed the Compensation Committee composed entirely of independent directors which is responsible for, among other things, the following matters:

reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer, evaluating the Chief Executive Officer's performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to) the Chief Executive Officer's compensation level based on this evaluation; and
making recommendations to the Board with respect to officer and director (other than the Chief Executive Officer) compensation, incentive-compensation plans, and equity-based plans.

Following the Meeting, it is anticipated that the Compensation Committee will be comprised of Michael Kott (Chair), Lisa McCormack, Ozgur Kilic. For details regarding the experience of the members of the Compensation Committee, see the biographies set out above under "Particulars of Matters to be Acted Upon – Election of Directors".

The Board has adopted a written charter (the "Compensation Committee Charter") establishing the Compensation Committee's purpose, responsibilities, member qualifications, member appointment and removal, structure and operation, and the manner of reporting to the Board. The Compensation Committee Charter further provides that the Compensation Committee is authorized to engage and compensate any outside advisor it determines to be necessary to permit it to carry out its duties.

The Compensation Committee endeavors to ensure that the philosophy and operation of the Corporation's compensation program reinforces its culture and values, creates a balance between risk and reward, attracts, motivates, and retains executive officers over the long-term and aligns their interests with those of the shareholders. In addition, the Compensation Committee is to review the Corporation's annual disclosure regarding executive compensation for inclusion where appropriate in the Corporation's disclosure documents.

Peer Group(s)

The Corporation uses a pay peer group in order to provide competitive market data to support compensation decision making.

The 2025 pay peer group consists of other medical cannabis companies and bio-pharmaceutical companies in the Canadian market, within a range of approximately $1/3 \times$ to $3 \times$ the Corporation's total enterprise value at the time of initially developing the group, as follows:

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Biosyent Inc HLS Therapeutics Cannara Biotech Medexus Pharmaceutical Cardiol Therapeutics MediPharm Labs

The Compensation Committee reviews peer group compensation data to provide external context for pay decision making, with particular reference to the peer group median. However, executive and director compensation levels at Avicanna do not directly target a fixed percentile relative to the peer group.

Compensation Components

The Corporation's compensation consists primarily of three (3) elements: (i) base salary; (ii) annual bonus; and (iii) long term equity incentives. Each element of compensation is described below in more detail.

Base Salary

Base salaries for the Corporation's executive officers are to be established based on the scope of their responsibilities and their prior relevant experience, considering competitive market compensation paid by other companies in the Corporation's industry for similar positions and the overall market demand for such executives at the time of hire. An executive officer's base salary will also be determined by reviewing the executive officer's other compensation to ensure that the executive officer's total compensation is in line with the Corporation's overall compensation philosophy.

Base salaries are to be reviewed annually and increased for merit reasons, based on the executive officers' success in meeting or exceeding individual objectives, and considering prevailing market conditions. Additionally, the Corporation will adjust base salaries as warranted throughout the year for promotions or significant changes in the scope or breadth of an executive officer's role or responsibilities.

Annual Bonus

The Corporation's compensation program includes eligibility for an annual incentive cash bonus. Annual incentive cash bonuses are discretionary and are not awarded pursuant to a formal plan. The Board will assess the level of the executive officer's achievement of meeting individual goals, as well as that executive officer's contribution towards corporation-wide goals. The amount of the cash bonus is expected to depend on the level of achievement of the individual performance goals, with a target bonus generally to be set as a percentage of base salary and based on profitability measures.

Long Term Equity Incentives

The Corporation believes that equity-based awards will allow it to reward its executive officers for their sustained contributions. The Corporation also believes that equity awards reward continued employment by an executive officer, with an associated benefit to the company of employee continuity and retention. The Board believes that incentive stock options provide management with a strong link to long-term corporate performance and the creation of shareholder value. The Omnibus Plan allows the opportunity to grant stock options to purchase Common Shares and grant share awards.

Risks Associated with the Compensation Policies and Practices

Given the Corporation's size and limited elements of executive compensation, the Board does not currently deem it necessary to consider the implications of the risks associated with the Corporation's compensation policies and practices. The Board believes the current structure of the Corporation's executive compensation arrangements is focused on long-term value and is designed to correlate to the long-term performance of the Corporation.

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Hedging

All of the Corporation's executives, other employees, advisory committee members and directors are subject to Avicanna's insider trading policy (the "Insider Trading Policy"), which prohibits trading in Avicanna's securities while in possession of material undisclosed information about the Corporation. Under the Insider Trading Policy, all of the Corporation's executives, other employees, advisory committee members and directors are prohibited from entering into hedging transactions involving Avicanna's securities, such as short sales, puts and calls.

Performance Graph

Below is a chart comparing the Corporation's shareholder return to the S&P and TSX composite index over the five most recently completed financial years. Compensation for the Named Executive Officers (as defined in Form 51-102F6) was not materially changed or amended from the time the Company went public in July 2019 to the date hereof, other than some reductions to compensation made by management in early 2020, in which all executive officers agreed to a reduction in base compensation.

Summary Compensation Table

The following table summarizes, for the periods indicated, the compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation to each individual who served as the Corporation's Chief Executive Officer, Chief Financial Officer (or Interim Chief Financial Officer) and each other named executive officer (or person deemed to be a named executive officer for purposes of, or by, Form 51-102F6) during the year ended December 31, 2025, as such term is defined under Form 51-102F6 – Statement of Executive Compensation. Such persons are referred to collectively herein as the "Named Executive Officers" or "NEOs". All amounts in the following table and the notes thereto are in Canadian dollars unless otherwise indicated.

Name and principal position	Year	Salary ($)	Share-based awards ($)^{(2)(7)}	Option-based awards ($)^{(3)(10)}	Non-equity incentive plan compensation ($)		All other compensation ($)^{(4)}	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
Aras Azadian Chief Executive Officer^{(1)}	2025	250,000	153,496	9,000				412,496
	2024	208,333	296,140	74,551				579,024
	2023	88,333	236,346	11,329				336,008
Phillip Cardella Former Chief Financial Officer^{(5)}	2025		81,690	9,000			91,405	182,095
	2024	195,051	173,285	45,069			16,702	430,107
	2023	154,292	88,270	11,456				254,019
Nicholas Hilborn Interim Chief Financial Officer^{(9)}								265,800
	2025	46,375						46,375
Stephen Kim Chief Legal Officer, General Counsel & Corporate Secretary of Avicenna USA Inc.^{(6)}	2025		209,746	9,000			241,153	459,899
	2024	59,697	289,100	52,440			190,984	592,220
	2023	222,815	160,967	12,701				396,483
Dr. Frantz Le Devedec Former EVP Research and Product Development^{(8)}	2025
	2024
	2023	119,000	54,203	2,074	20,000			195,277
Ivana Maric Executive Vice President, Marketing	2025	165,000	86,162	6,000				257,162
	2024	162,500	163,770	42,330				368,600
	2023	103,125	136,300	9,658				249,083
Dr. Karolina Urban Executive Vice President, Medical Affairs	2025	173,740	61,152	6,000				240,892
	2024	157,325	113,456	39,591				310,372
	2023	142,417	106,329	7,124				255,870

Notes: (1) Mr. Azadian was also a director during the year ended December 31, 2025 but was not entitled to any compensation in connection with his service as a director. (2) The value of the share-based awards represents the fair value on the date the instruments were issued. (3) Represents the fair value of the stock option on the grant date. The fair value of the options was estimated at the date of grant using the Black Scholes option pricing model. (4) Mr. Kim and Mr. Cardella, as contractors and not employees, received partial compensation under contractor services agreements in 2025. (5) Mr. Cardella was appointed Chief Financial Officer December 22, 2022 and resigned September 15, 2025.

(6) Mr. Kim was appointed Chief Legal Officer, General Counsel, & Corporate Secretary of Avicenna USA Inc. January 17, 2022. (7) The Omnibus Plan was approved by the Corporation's shareholders on June 20, 2019, and re-approved by the Corporation's shareholders August 31, 2022. Unallocated Awards under the Omnibus Plan were approved by the Corporation's shareholders at the annual general meeting of shareholders held May 17, 2023. (8) Dr. Le Devedec resigned November 22, 2023. (9) Mr. Hilborn was appointed Interim Chief Financial Officer September 15, 2025.

Incentive Plan Awards – Outstanding Option-Based and Share-Based Awards

The following table shows all outstanding option-based and share-based awards held by each Named Executive Officer as at December 31, 2025.

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options	Option exercise price(1)	Option expiration date	Value of unexercised in-the-money options(2)	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested(2)	Number of shares or units of shares that have vested	Market or payout value of vested share-based awards not paid or distributed(2)
Aras Azadian Chief Executive Officer	35,000	$2.75	January 24, 2026		112,500	$25,313	581,584	-
	20,000	$1.00	October 20, 2027
	75,000	$0.60	January 7, 2028
	75,000	$0.38	February 26, 2029
	450,000(6)	$0.39	March 1, 2029
	50,000	$0.33	February 25, 2030
Phillip Cardella Former Chief Financial Officer(3)	20,000	$1.00	October 20, 2027				295,161
	75,000	$0.60	January 7, 2028
	40,000	$0.47	August 24, 2028
	37,500	$0.38	February 26, 2029
Stephen Kim Chief Legal Officer, General Counsel & Corporate Secretary of Avicenna USA Inc.(4)	20,000	$1.00	October 20, 2027		337,500	$75,938	581,584	-
	75,000	$0.60	January 7, 2028
	70,000	$0.47	August 24, 2028
	75,000	$0.38	February 26, 2029
	300,000(6)	$0.39	March 1, 2029

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options	Option exercise price^{(1)}	Option expiration date	Value of unexercised in-the-money options^{(2)}	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested^{(3)}	Number of shares or units of shares that have vested	Market or payout value of vested share-based awards not paid or distributed^{(2)}
	75,000	$0.33	February 25, 2025
Dr. Frantz Le Devedec
Former EVP Research and Product Development^{(5)}	10,000	$2.75	January 24, 2026
	15,000	$1.00	November 9, 2026
	50,000	$0.60	January 7, 2028
Ivana Maric
Executive Vice President, Marketing	12,000	$2.75	January 24, 2026		75,000	$16,875	313,048
	30,000	$1.00	November 9, 2026
	20,000	$1.00	October 20, 2027
	50,000	$0.60	January 7, 2028
	100,000	$0.47	August 24, 2028
	50,000	$0.38	February 26, 2029
	250,000^{(7)}	$0.39	March 1, 2029
	50,000	$0.33	February 25, 2030
Dr. Karolina Urban
Executive Vice President, Medical Affairs	1,550	$5.00	October 21, 2026		125,000	$28,125	202,592
	2,500	$1.24	September 15, 2026
	5,000	$1.00	November 9, 2026
	10,000	$0.37	November 11, 2027
	25,000	$0.60	January 7, 2028
	50,000	$0.38	June 13, 2028
	100,000	$0.47	August 24, 2028
	25,000	$0.38	February 26, 2029

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	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options	Option exercise price(1)	Option expiration date	Value of unexercised in-the-money options(2)	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested(3)	Number of shares or units of shares that have vested	Market or payout value of vested share-based awards not paid or distributed (2)
	250,000(7)	$0.39	March 1, 2029
	50,000	$0.33	February 25, 2030

Notes:

(1) Price in CAD. (2) Based on the TSX closing price of $0.225 for the Common Shares December 31, 2025. (3) Mr. Cardella resigned September 15, 2025. (4) Mr. Kim was appointed Chief Legal Officer, General Counsel & Corporate Secretary of Avicenna USA Inc. January 17, 2022. (5) Dr. Le Devedec resigned November 22, 2023. (6) Special bonus for exceptional performance exceeding standard performance metrics in connection with the acquisition, closing, and integration of Medical Cannabis by Shoppers business from Shoppers Drug Mart; and for, contracting, creating, and launching of MyMedi.ca (operated by Northern Green Canada Inc. under agreement) resulting in a larger company, increasing patient access, and higher revenues.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the Named Executive Officers for the financial year ended December 31, 2025.

Name	Option-based awards – Value vested during the year(1)	Share-based awards – Value vested during the year(1)	Non-equity incentive plan compensation – Value earned during the year
Aras Azadian
Chief Executive Officer		$130,856
Phillip Cardella
Former Chief Financial Officer		$66,411
Nicholas Hilborn
Interim Chief Financial Officer
Stephen Kim
Chief Legal Officer, General Counsel & Corporate Secretary of Avicenna USA Inc.		$130,856
Ivana Maric
Executive Vice President, Marketing		$70,436
Dr. Karolina Urban
Executive Vice President, Medical Affairs		$45,583

Notes:

(1) Based on the TSX closing price of $0.225 for the Common Shares on December 31, 2025.

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Pension Plan Benefits

As of December 31, 2025, there did not exist a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

Deferred Compensation Plans

As of December 31, 2025, there did not exist any deferred compensation plans.

Termination and Change of Control Benefits

Other than as described herein, the Corporation does not have any existing contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer currently employed by the Corporation, at, following, or in connection with a termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Corporation or a change in a Named Executive Officer's responsibilities.

Aras Azadian, Chief Executive Officer

Mr. Azadian's employment agreement provides for an annual salary of $240,000. Mr. Azadian is eligible for a discretionary bonus following the end of each fiscal quarter. Mr. Azadian is entitled to participate in the Omnibus Plan, and receive other corporate employee benefits, including director and officer insurance coverage, health benefits and expense reimbursement. Mr. Azadian is entitled to receive a lump sum payment equal to 18 months of his then existing monthly base salary plus bonus if he is terminated without cause. Mr. Azadian's employment agreement contains non-competition, non-solicitation and non-disparagement restrictions.

Nicholas Hilborn, Interim Chief Financial Officer

Mr. Hilborn's employment agreement provides for an salary of $159,000. Mr. Hilborn is eligible for a discretionary bonus following the end of each fiscal quarter. Mr. Hilborn is entitled to participate in the Omnibus Plan, and receive other corporate employee benefits, including director and officer insurance coverage, health benefits and expense reimbursement. Mr. Hilborn is entitled to receive a lump sum payment equal to X months of his then existing monthly base salary plus bonus if he is terminated without cause. Mr. Hilborn's employment agreement contains non-solicitation and non-disparagement restrictions.

Annual

Stephen Kim, Chief Legal Officer, General Counsel & Corporate Secretary of Avicanna USA Inc.

Mr. Kim's independent contractor services agreement provides service fees in the amount of US$170,000/year. Mr. Kim is eligible for a discretionary success fee payment. Mr. Kim is entitled to receive director and officer insurance coverage, health benefits and expense reimbursement.

Director Compensation

The Board, through the Compensation Committee, is responsible for the development and implementation of a compensation plan for the Corporation's directors who are not officers. Officers who are also directors are not paid any compensation for acting as a director.

The primary objectives of the Corporation's director compensation program are to attract highly qualified individuals and to compensate the directors in a manner that is commensurate with the risks and responsibilities of serving on the Board. The Corporation aims to compensate its directors at a level that is similar to the compensation paid to directors in Avicanna's industry. In addition, the Corporation uses director compensation to foster a culture of ownership among the Board.

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Director Compensation Table

The following table sets forth information concerning the annual and long-term compensation in respect of the directors of the Corporation, other than the directors who were also Named Executive Officers, during the financial year ended December 31, 2025. For details of the compensation for Aras Azadian, the Named Executive Officer who was also a director of the Corporation during 2025, see disclosure under "Statement of Executive Compensation – Summary Compensation Table".

Name	Share-based awards(1)	Total compensation
Giancarlo Davila Char(1)	$40,000	$40,000
John McVicar	$50,000	$50,000
Eileen McCormack	$40,000	$40,000
Paul Fornazzari	$50,000	$50,000

Notes: (1) Based on the TSX closing price of $0.225 for the Common Shares on December 31, 2025.

The Corporation compensated independent directors as follows: a total compensation envelope value of $40,000 per year, plus Chair of the Audit Committee ($10,000), and Chair of the Compensation Committee ($10,000). Directors are also reimbursed for their out-of-pocket expenses incurred in connection with rendering services to the Corporation. The cash component for all US based independent directors was calculated in United States dollars and for all Canadian based independent directors was calculated in Canadian dollars. The equity-based compensation was calculated in Canadian dollars for all directors.

Outstanding Option-Based and Share-Based Awards

The following table shows all outstanding option-based and share-based awards held by each director (other than the directors who were also Named Executive Officers and for whom the identical information is shown on the comparable table for Named Executive Officers set out above) as at December 31, 2025.

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not been vested(1)	Number of shares or units of shares that have vested	Market or payout value of vested share-based awards not paid or distributed(1)
Giancarlo Davila	10,000	$8.00	Sept. 29, 2026	-			58,766	$40,000
	500,000(5)	$0.33	June 21, 2029	-
John McVicar	50,000	$1.00	Oct. 20, 2027	-	19,726	$4,438	109,715
	500,000(5)	$0.33	June 21, 2029	-
Eileen McCormack(3)	500,000(5)	$0.33	June 21, 2029	-	19,207	$4,438	93,697	$40,000
Paul Fornazzari(4)	400,000	$0.45	Nov. 27, 2028	-			40,400	$50,000
	500,000(5)	$0.33	June 21, 2029	-

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Notes:

(1) Based on the TSX closing price of $0.225 for the Common Shares on December 31, 2025. (2) Mr. Davila Char beneficially owns, controls, or directs, directly or indirectly, 10,000 Options through Siranom Investments Inc. (3) Ms. McCormack was appointed to the Board on January 4, 2022. (4) Mr. Fornazzari was appointed to the Board on November 13, 2023. (5) Given the Corporation's then cash position and the necessity and prudence to preserve cash for the Corporation's operations, each director was offered and each director accepted a one-time grant of 500,000 stock options in lieu any cash compensation, so that cash would be preserved for the Corporation's operations.

Value of Awards Vested or Earned During the Year

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for each director of the Corporation (other than the directors who are also Named Executive Officers and for whom the identical information appears on the comparable table for Named Executive Officers set out above) for the financial year ended December 31, 2025.

Name	Option-based awards – Value vested during the year(1)	Share-based awards – Value vested during the year(1)	Non-equity incentive plan compensation – Value earned during the year
Giancarlo Davila Char		$13,222
John McVicar		$24,686
Eileen McCormack		$21,082
Paul Fornazzari		$9,090

Notes:

(1) Based on the TSX closing price of $0.225 for the Common Shares on December 31, 2025.

Directors and Officers Liability Insurance

Directors and officers liability insurance was renewed on October 30, 2025 at the Corporation's expense for the protection of all the directors and officers against liability incurred by them in their capacities as directors and officers of the Corporation and the Corporation's past and present subsidiaries.

STATEMENT OF CORPORATE GOVERNANCE

Under the Canadian Securities Administrators' National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), the Corporation is required to disclose certain information relating to its corporate governance practices. This information is set forth below.

Board of Directors

The Board is currently comprised of five (5) directors and five (5) Board Nominees are being put forward by management for election as directors at the Meeting. Under the Act, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors will be elected by shareholders at each annual meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed. Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110"). Based on information provided by each director concerning his or her background, employment and affiliations, the Board has determined that of the five (5) directors on the Board as at the date hereof, Aras Azadian is not considered independent as a result of his position as an executive officer of the Corporation, and Giancarlo Davila Char is not considered independent as a result of his position

as an independent contractor of the Corporation. Michael Kott, Eileen McCormack, and John McVicarare considered independent within the meaning of NI 52-110. It is anticipated that of the five (5) Board Nominees, three (3) will be considered independent within the meaning of NI 52-110, being Michael Kott, Lisa McCormack, and Ozgur Kilic.

Independent Directors

The Board believes that, given its size and structure, it is able to facilitate independent judgment in carrying out its responsibilities. Currently the majority of the Board is independent and the independent directors meet in the absence of senior executive officers or any non-independent directors. The independent directors hold such in-camera sessions at each scheduled Board meeting.

Attendance

The attendance record of each director for all board meetings held since the beginning of the Corporation's most recently completed financial year is set out below:

Director	Board Meetings Attended	Audit Committee Meetings Attended	Compensation Committee Meetings Attended	Nominating & Corporate Governance Committee Meetings Attended
Aras Azadian	9 of 9
Giancarlo Davila Char	8 of 9
John McVicar	9 of 9	8 of 8	1 of 1	1 of 1
Eileen McCormack	9 of 9	8 of 8	1 of 1	1 of 1
Paul Fornazzari	8 of 9	8 of 8	1 of 1	1 of 1

Reporting Issuer Experience

The following directors of the Corporation are also a director of other reporting issuers:

Director	Name of Other Reporting Issuer and Exchange
John McVicar	Metalore Resources Limited (TSXV)
Ion Energy Ltd. (TSXV)

Board Mandate

The Board is responsible for supervising the management of the business and affairs of the Corporation, including providing guidance and strategic oversight to management. The Board has adopted a formal mandate, the Board Mandate, attached hereto as Appendix "A", in which the Board has acknowledged responsibility for the stewardship of the Corporation, including:

adopting a strategic planning process;
identifying risks to the business of the Corporation and ensuring that appropriate procedures are in place for risk management;
reviewing, approving and monitoring annual operating plans and budgets;

mandating a culture of corporate social responsibility, ethics and integrity including satisfying itself as to the integrity of the executive officers of the Corporation and that those executive officers create a culture of integrity throughout the organization;
providing for succession planning, including the appointment, training and supervision of management;
monitoring financial reporting, including the adequacy of internal controls and management information systems;
supervising corporate disclosure and communications;
adopting measures for receiving feedback from stakeholders; and
adopting key corporate policies designed to ensure that the Corporation, its directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Corporation's business ethically and with honesty and integrity.

Audit Committee

The Audit Committee is responsible for overseeing the integrity of the Corporation's financial statements, reviewing financial reports and other financial information, recommending the appointment and reviewing and appraising the audit efforts of the Corporation's external auditors, overseeing and monitoring the Corporation's financial reporting processes and internal controls, the Corporation's processes to manage business and financial risk and its compliance with legal, ethical and regulatory requirements and encouraging improvement of, and adherence to, the Corporation's policies, procedures and practices.

The Audit Committee currently consists of three directors, namely, Mr. John McVicar (Chair), Ms. Eileen McCormack, and Mr. Michael Kott. Each of Mr. McVicar, Ms. McCormack, and Mr. Kott are persons determined by the Board to be independent directors within the meaning of NI 52-110.

Each of the Audit Committee members is financially literate in accordance with NI 52-110 and has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. For additional details regarding the relevant education and experience of each member of the Audit Committee, see also "Particulars of Matters to be Acted Upon – Election of Directors".

The Audit Committee has a published mandate which is disclosed in the Corporation's Annual Information Form (the "AIF"), filed with Canadian securities regulators and posted under the Corporation's profile at www.sedarplus.ca For additional information on the Audit Committee, please see the section of the AIF titled "Audit Committee".

On August 2, 2024, the Corporation appointed Ramirez Jimenez International CPAs as its independent registered public accounting firm following the resignation of Kingston Ross Pasnak LLP as its independent registered public accounting firm.

Compensation Committee

For a description of the composition and function of the Compensation Committee, see "Statement of Executive Compensation – Compensation Committee".

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Nominating & Corporate Governance Committee

The Board has established the Nominating & Corporate Governance Committee which oversees the nomination of directors. Following the Meeting, it is anticipated that the Nominating & Corporate Governance Committee will be comprised of Lisa McCormack (Chair), Osgur Kilic, and Michael Kott.

The Nominating & Corporate Governance Committee is tasked with the responsibility of assisting the Board in fulfilling its responsibilities relating to matters of director nominations process and procedures and developing and maintaining the Corporation's corporate governance policies, including diversity. In addition, the Nominating & Corporate Governance Committee has the following powers and responsibilities, among others: (i) determine the qualifications, qualities, skills and other expertise required to be a director of the Corporation; (ii) develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director; (iii) identify and screen individuals qualified to become members of the Board and make recommendations to the Board; (iv) consider any director candidates recommended by the Corporation's shareholders under the procedures set forth in the Act and the Corporation's by-laws; (v) oversee the Corporation's corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Corporation's corporate governance framework and its articles of incorporation and by-laws; (vi) review and discuss with management disclosure of the Corporation's corporate governance practices, including information regarding the operations of the Nominating & Corporate Governance Committee and other Board committees, director independence and the director nominations process and review and recommend disclosure to be included in the Corporation's management information circular; (vii) develop, subject to approval by the Board, a process for an annual assessment of effectiveness of the Board and its committees and oversee the conduct of this annual assessment; (viii) review the Board's committee structure and composition and make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chair annually; (ix) identify and make recommendations to the Board regarding the selection and approval of candidates to fill vacancies either by election by shareholders or appointment by the Board; (x) develop and oversee a Corporation orientation program for new directors and a continuing education program for current directors and periodically review these programs and update them as necessary; (xi) develop and recommend to the Board for approval director independence standards in addition to those required by applicable securities laws and stock exchange requirements and evaluate the independence of each director at least annually; (xii) monitor compliance with the Corporation's Code of Conduct, investigate any alleged breach or violation of the Code of Conduct, enforce the provisions of the Code of Conduct and review the Code of Conduct periodically and recommend any changes to the Board; (xiii) develop and recommend to the Board for approval a Chief Executive Officer succession plan; (xiv) develop and evaluate potential candidates for executive positions; and recommend to the Board any changes to, and any candidates for succession under, the succession plan; and (xv) review any director resignation letter tendered and evaluate and recommend to the Board whether such resignation should be accepted in accordance with the Corporation's Majority Voting Policy.

Majority Voting Policy

The Corporation has adopted a Majority Voting Policy for director elections, whereby any nominee for election as a director who receives a greater number of votes "withheld" than votes "for" must tender his or her resignation to the Chairman following the shareholders' meeting to be effective upon acceptance by the Board. Upon such resignation, the Nominating & Corporate Governance Committee will consider the offer of resignation and make a recommendation to the Board on whether or not to accept it. The Board will consider such resignation and will accept the resignation absent exceptional circumstances. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board or the Nominating & Corporate Governance Committee at which the resignation is considered. Once the determination of the Board to accept or reject the director's resignation has been made, the Corporation will promptly announce the Board's decision by press release.

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Position Descriptions

The Board has adopted a written position description for: (i) the Chair which sets out their key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee; (ii) the Lead Director which sets out the key responsibilities of the Lead Director, including, among others, duties relating to assisting the Board in understanding its obligations as a Board and, in particular, the requirement for the Board to operate independent of management; and (iii) the Executive Officers which sets out the key responsibilities of the Executive Officers, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to the Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to the Board for consideration and supervising day-to-day management and communicating with shareholders and regulators.

Ethical Business Conduct

The Board has adopted a written code of business conduct and ethics (the "Code of Conduct") that applies to all of the Corporation's directors, officers, employees and advisory committee members. The objective of the Code of Conduct is to provide guidelines for maintaining the Corporation's and its subsidiaries' integrity, reputation, honesty, objectivity, and impartiality. The Code of Conduct addresses conflicts of interest, protection of the Corporation's assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws, and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to the Corporation's best interests or that may give rise to real, potential, or the appearance of, conflicts of interest. The Board has ultimate responsibility for the stewardship of the Code of Conduct and it will monitor compliance through the Nominating & Corporate Governance Committee. Directors, officers, employees and advisory committee members, are required to annually certify that they have not violated the Code of Conduct. The Code of Conduct is filed with the Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca

All of the Corporation's executives, other employees and directors are also subject to the Insider Trading Policy, which prohibits trading in the Corporation's securities while in possession of material undisclosed information about the Corporation. Under this policy, such individuals are prohibited from entering into hedging transactions involving the Corporation's securities, such as short sales, puts and calls. Furthermore, the Corporation permits executives, including the NEOs, to trade in the Corporation's securities, only during prescribed trading windows.

Orientation and Continuing Education

The Corporation has implemented an orientation program for new directors under which a new director will meet with the Chairman and members of senior management. New directors will be provided with comprehensive orientation and education as to the nature and operation of the Corporation and its business, the role of the Board and its committees, and the contribution that an individual director is expected to make. The Nominating & Corporate Governance Committee is responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of the Corporation's business remains current. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the committee's mandate.

Assessments

The Board, in conjunction with the Nominating & Corporate Governance Committee, has put in place measures to assess the effectiveness and contribution of the Board and its committees, as well as individual directors and each of the officers of the Corporation on an annual basis.

Director Term Limits

The Corporation has not adopted a policy which imposes term limits for directors. The Corporation believes that it is crucial that directors understand its industry and its business and this requires a certain length of tenure on the Board. Long-term directors accumulate extensive company knowledge while new directors bring new experience and perspectives to the Board. It is important to achieve an appropriate balance of both to ensure an effective Board.

Policies Regarding the Representation of Women on the Board and Executive Management and the Consideration of the Representation of Women in the Director Identification and Selection Process and Executive Officer Appointments

The Board does not currently have a formal policy with regard to the consideration of diversity in identifying director or executive nominees or a written policy relating to the identification and nomination of women directors or executives. The Corporation has not yet adopted such formal policies on diversity but regularly considers diversity (including the representation of women on the Board) as one of a number of relevant factors when considering potential new nominees. The Corporation recognizes the potential benefit of diversity in leadership positions, including with respect to its Board and executive officer positions, but feels a formal policy is unnecessary for the size of the Corporation.

Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

At this time the Corporation has not adopted a target regarding the representation of women on the Board or in executive officer positions. The Corporation does not adopt targets because the Corporation is of the view that its current practice of considering diversity as a factor in selecting candidates as potential directors or executive officers permits the Corporation to balance the benefit of diversity with other relevant considerations.

Number of Women on the Board and in Executive Positions

The Corporation currently has one (1) woman (20%) on the Board and no women (0%) in an executive officer role. One (1) of the Board Nominees is a woman, representing 20% of the five (5) Board Nominees.

MANAGEMENT CONTRACTS

As of December 31, 2025, the Corporation was not party to any management contracts.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar of the Corporation is Odyssey Trust Company at its principal office at 323 - 409 Granville St. Vancouver, British Columbia, V6C 1T2.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described herein with respect to Santa Marta Golden Hemp S.A.S. (and Mr. Davila Char's relationship with Bondue), to the knowledge of the Corporation, no "informed person", proposed director, or any associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since January 1, 2021 or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries. An "informed person" means, among others, (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than ten percent (10%) of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (iii) a reporting issuer that has purchased, redeemed, or otherwise acquired any of its securities, for so long as it holds any of its securities.

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ADDITIONAL INFORMATION

Financial information is provided in the financial statements and management's discussion and analysis of the results thereon. Shareholders wishing to receive a copy of such materials should mail a request to the Corporation at 480 University Avenue, Suite 1502, Toronto, Ontario, M5G 1V2, Attention: Legal Department. Additional information relating to the Corporation is also available free of charge on SEDAR+ at www.sedarplus.ca

APPENDIX “A”

BOARD MANDATE

INTRODUCTION

1.1 The board of directors (the “Board”) of Avicanna Inc. (the “Corporation”) is elected by the shareholders of the Corporation and is responsible for the stewardship of the Corporation. The purpose of this mandate is to describe the principal duties and responsibilities of the Board as well as some of the policies and procedures the Board will adopt in discharging its duties and responsibilities.

ROLE AND RESPONSIBILITIES OF THE BOARD

2.1 The role of the Board is to represent the shareholders of the Corporation, enhance and maximize shareholder value and conduct the business and affairs of the Corporation ethically and in accordance with the highest standards of corporate governance. The Board is ultimately accountable and responsible for providing independent, effective leadership in supervising the management of the business and affairs of the Corporation. The responsibilities of the Board include:

adopting a strategic planning process;
identifying risks to the business of the Corporation and ensuring that appropriate procedures are in place for risk management;
reviewing, approving and monitoring annual operating plans and budgets;
mandating a culture of corporate social responsibility, ethics and integrity including satisfying itself as to the integrity of the executive officers of the Corporation and that those executive officers create a culture of integrity throughout the organization;
providing for succession planning, including the appointment, training and supervision of management;
monitoring financial reporting, including the adequacy of internal controls and management information systems;
supervising corporate disclosure and communications;
adopting measures for receiving feedback from stakeholders; and
adopting key corporate policies designed to ensure that the Corporation, its directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Corporation's business ethically and with honesty and integrity.

2.2 The Board will delegate responsibility for the day-to-day management of the Corporation's business and affairs to the Corporation's senior officers and will supervise such senior officers.

2.3 The Board may delegate certain matters within its scope of responsibility to Board committees, presently consisting of the Audit Committee and Compensation Committee. The Board will,

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however, retain its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

3. STRATEGIC PLANNING PROCESS AND RISK MANAGEMENT

3.1 The Board will adopt a strategic planning process to establish objectives and goals for the Corporation's business and will review, approve and modify as appropriate the strategies proposed by senior management to achieve such objectives and goals. The Board will review and approve, at least on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Corporation's business and affairs.

3.2 The Board, in conjunction with management, will identify the principal risks of the Corporation's business and oversee management's implementation of appropriate systems to effectively monitor, manage and mitigate the impact of such risks.

4. CORPORATE SOCIAL RESPONSIBILITY, ETHICS AND INTEGRITY

4.1 The Board will provide leadership to the Corporation in support of its commitment to Corporate Social Responsibility, set the ethical tone for the Corporation and its management and foster ethical and responsible decision making by management. The Board will take all reasonable steps to satisfy itself of the integrity of the Chief Executive Officer and management of the Corporation and all of its subsidiaries and satisfy itself that the Chief Executive Officer and management create a culture of integrity throughout the organization.

5. SUCCESSION PLANNING, APPOINTMENT, SUPERVISION AND COMPENSATION

5.1 The Board will approve the succession plan for the Corporation, including the selection, appointment, supervision and evaluation of the Chief Executive Officer and the other senior officers of the Corporation and its subsidiaries, and will also approve the compensation of the Chief Executive Officer and the other senior officers of the Corporation and its subsidiaries.

6. DELEGATIONS AND APPROVAL AUTHORITIES

6.1 The Board will delegate to the Chief Executive Officer and senior management authority over the day-to-day management of the business and affairs of the Corporation. This delegation of authority will be subject to specified financial limits and any transactions or arrangements in excess of general authority guidelines will be reviewed by and subject to the prior approval of the Board.

7. MONITORING OF FINANCIAL REPORTING AND MANAGEMENT

7.1 The Board will approve all regulatory filings, including the annual audited financial statements, interim financial statements, the notes and management discussion and analysis accompanying such financial statements, quarterly and annual reports, management proxy circulars, annual information forms, prospectuses, and all capital investments, equity financings, borrowings and all annual operating plans and budgets.

7.2 The Board will adopt procedures to ensure the integrity of internal controls and management information systems for the Corporation and all of its subsidiaries to ensure compliance with all applicable laws, rules and regulations, and to prevent violations of applicable laws, rules and regulations relating to financial reporting and disclosure, fraud against the Corporation or any of its subsidiaries and violations of its code of business conduct and ethics.

8. CORPORATE DISCLOSURE AND COMMUNICATIONS

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8.1 The Board will ensure that all corporate disclosure complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges upon which the Corporation's securities are listed. In addition, the Board will adopt procedures to ensure the Board receives feedback from security holders on material issues.

REVIEW OF MANDATE

9.1 The Board will annually review and assess the adequacy of this Mandate.

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AI assistant

Avicanna Inc. — Proxy Solicitation & Information Statement 2026

47531_rns_2026-04-16_f26467aa-b4fe-4a45-ae25-1635a5143e81.pdf

AVICANNA INC. ("Avicanna" or the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Voting at the Meeting

Non-registered Shareholders

Participating in the Meeting

Appointment of Proxyholders

Revocation of Proxy

Voting of Proxies and Discretion Thereof

QUORUM

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Rights

Record Date & Principal Shareholders

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Report and Financial Statements

2. Fixing the Number of Directors; Election of Directors

Majority Voting Policy

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

3. Appointment of Auditors

4. Ratifying Grants and Approval of Awards under Omnibus Plan

Resolutions

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

SECURITY BASED COMPENSATION ARRANGEMENTS

Equity Compensation Plan Information

Omnibus Plan

Outstanding Stock Options

Restricted Share Units

Burn Rate of Awards

STATEMENT OF EXECUTIVE COMPENSATION

Overview and Compensation Governance

Compensation Committee

Peer Group(s)

Compensation Components

Base Salary

Annual Bonus

Long Term Equity Incentives

Risks Associated with the Compensation Policies and Practices

Hedging

Performance Graph

Summary Compensation Table

Incentive Plan Awards – Outstanding Option-Based and Share-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Pension Plan Benefits

Deferred Compensation Plans

Termination and Change of Control Benefits

Aras Azadian, Chief Executive Officer

Nicholas Hilborn, Interim Chief Financial Officer

Director Compensation

Director Compensation Table

Outstanding Option-Based and Share-Based Awards

Value of Awards Vested or Earned During the Year

Directors and Officers Liability Insurance

STATEMENT OF CORPORATE GOVERNANCE

Board of Directors

Independent Directors

Attendance

Reporting Issuer Experience

Board Mandate

Audit Committee

Compensation Committee

Nominating & Corporate Governance Committee

Majority Voting Policy

Position Descriptions

Ethical Business Conduct

Orientation and Continuing Education

Assessments

ADDITIONAL INFORMATION

3. STRATEGIC PLANNING PROCESS AND RISK MANAGEMENT

4. CORPORATE SOCIAL RESPONSIBILITY, ETHICS AND INTEGRITY

5. SUCCESSION PLANNING, APPOINTMENT, SUPERVISION AND COMPENSATION

6. DELEGATIONS AND APPROVAL AUTHORITIES

7. MONITORING OF FINANCIAL REPORTING AND MANAGEMENT

8. CORPORATE DISCLOSURE AND COMMUNICATIONS

More from Avicanna Inc.

Avicanna Inc. Proxy Solicitation & Information Statement 2026