Ayurcann — Proxy Solicitation & Information Statement 2025

Jun 17, 2025

AYURCANN HOLDINGS CORP.
1080 Brock Road, Unit 6
Pickering, Ontario L1W 3H3

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL MEETING of holders (the "Shareholders") of common shares ("Common Shares") of Ayurcan Holdings Corp. (the "Corporation") will be held at the offices of Garfinkle Biderman LLP, at 1 Adelaide Street East, 8th Floor, Suite 801, Toronto, Ontario M5C 2V9 on Monday, June 23, 2025, at 10:00 a.m. (Toronto time) (the "Meeting") for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the financial years ended June 30, 2024, and 2023 and the auditor's report thereon (the "Annual Financial Statements");
2. to elect the directors of the Corporation for the ensuing year, as more particularly set forth in the accompanying proxy and management information circular dated May 22, 2025, prepared for the purpose of the Meeting (the "Management Information Circular");
3. to re-appoint Clearhouse LLP as the auditors of the Corporation for the ensuing year and to authorize the audit committee of the board of directors of the Corporation to fix the auditor's remuneration, as more particularly set forth in the Management Information Circular; and
4. to transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof.

This notice of meeting (this "Notice of Meeting") should be read together with the Management Information Circular and form of proxy (the "Form of Proxy") or voting instruction form ("VIF"), as applicable.

The Management Information Circular and all additional materials have been posted under the Corporation's SEDAR+ profile at www.sedarplus.ca. Shareholders are reminded to carefully review the Management Information Circular and any additional materials prior to voting on the matters being transacted at the Meeting.

Shareholders may attend the Meeting in person, or may be represented by proxy. If you are a registered shareholder of the Corporation and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to Odyssey Trust Company ("Odyssey"): (a) by mail to Trader's Bank Building, 702-67 Yonge Street, Toronto, ON M5E 1J8; (b) logging on to Linkstar (odysseytrust.com) and entering your control number as instructed on the login page; or (c) faxing the completed form of proxy to 1-800-517-4553. To be effective, a proxy must be received not later than 10:00 a.m. (Toronto time) on June 19, 2025, or in the event that the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) immediately preceding any adjournment(s) or postponement(s) thereof.

The board of directors of the Corporation has fixed the close of business on May 9, 2025, as the record date (the "Record Date") for the determination of the Shareholders entitled to notice of, and to vote at, the Meeting, and any adjournment(s) or postponement(s) thereof. Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting at their discretion. The Chairman is under no obligation to accept or reject any late proxy. Non-registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a VIF.

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DATED this 22nd day of May 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Igal Sudman"

Igal Sudman
Chairman, Chief Executive Officer and Corporate Secretary

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