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Avicanna Inc. Proxy Solicitation & Information Statement 2026

Apr 16, 2026

47531_rns_2026-04-16_b71d4f8f-c3ae-4910-80a7-cb3650adff1e.pdf

Proxy Solicitation & Information Statement

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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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