AYURCANN

ANNUAL GENERAL MEETING

OF THE SHAREHOLDERS

AYURCANN HOLDINGS CORP.

TO BE HELD ON MONDAY, JUNE 23, 2025

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF AYURCANN HOLDINGS CORP. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, JUNE 23, 2025.

TO BE HELD AT:

1 ADELAIDE STREET EAST, 8th FLOOR, SUITE 801, TORONTO, ONTARIO M5C 2V9

AT 10:00 A.M. (TORONTO TIME)

DATED: MAY 22, 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:

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");
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");
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
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.

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

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

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (this "Circular") is furnished in connection with the solicitation of proxies by the management of Ayurann Holdings Corp. (the "Corporation" or "we") to be voted at the annual general meeting of holders of common shares ("Common Shares") of the Corporation (the "Shareholders") to be held at the offices of the Corporation's legal counsel Garfinkle Biderman LLP, located at 1 Adelaide Street East, Suite 801, Toronto, Ontario, Canada M5C 2V9 on Monday, June 23, 2025 at 10:00 a.m. (Toronto time) (the "Meeting"), and at any adjournment(s) or postponement(s) thereof.

In this Circular, (i) all information provided is current as of May 22, 2025, unless otherwise indicated, (ii) references to “$” are to Canadian dollars, (iii) “Beneficial Shareholders” means Shareholders who do not hold Common Shares in their own name, and (iv) “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

This Circular is furnished in connection with the solicitation, by or on behalf of the management of the Corporation, of proxies to be used at the Meeting. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers and employees of the Corporation without special compensation, or by the Corporation's registrar and transfer agent, Odyssey Trust Company (the "Transfer Agent"), at nominal cost. Arrangements have been made with brokerage houses and other Intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the Beneficial Shareholders of record as of the Record Date (as defined below).

The Corporation will not cause its Transfer Agent to deliver copies of the proxy-related materials to the non-objecting Beneficial Owners and does not intend to pay for the Intermediaries to deliver to objecting Beneficial Owners the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Circular includes certain statements and information that constitute "forward-looking statements", and "forward-looking information" under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements appear in a number of places in this Circular and include statements and information regarding the intent, beliefs or current expectations of the Corporation's officers and directors. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Circular, words such as "believe", "anticipate", "estimate", "project", "intend", "expect", "may", "will", "plan", "should", "would", "contemplate", "possible", "attempts", "seeks" and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements may relate to the Corporation's future outlook and anticipated events or results and may include statements regarding the Corporation's future business strategy, plans and objectives. The Corporation has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements were derived utilizing numerous assumptions, and while the Corporation considers these assumptions to be reasonable, based on information currently available, such assumptions may prove to be incorrect. Accordingly, you are cautioned to not put undue reliance on these forward-looking statements. Forward-looking statements should not be read as a guarantee of future events or results.

Forward-looking statements speak only as of the date such statements are made. Except as required by

applicable law, the Corporation assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If the Corporation updates any one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. You should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. All forward-looking statements contained in this Circular are expressly qualified in their entirety by this cautionary statement.

REGISTERED SHAREHOLDERS

A Shareholder is a registered Shareholder (a "Registered Shareholder") if shown on the register of holders of Common Shares at the close of business on May 9, 2025 (the "Record Date"). All references to Shareholders in this Circular, the form of proxy ("Form of Proxy") and the notice of meeting (the "Notice of Meeting") are to Registered Shareholders of record on the Record Date, unless specifically stated otherwise.

Appointment of Proxy

Regardless of whether you expect to attend the Meeting, please exercise your right to vote. Shareholders who have voted by proxy may still attend the Meeting. Please complete and return the Form of Proxy in the envelope provided. The Form of Proxy must be dated and executed by the Registered Shareholder or attorney of such Shareholder, duly authorized in writing. Proxies to be used at the Meeting must be deposited with the Transfer Agent in the envelope provided or otherwise to 67 Yonge Street, Suite 702, Toronto, Ontario M5E 1J8, no later than 10:00 a.m. (Toronto time) on June 19, 2025, or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment(s) or postponement(s) thereof.

The persons named in the Form of Proxy are directors and officers of the Corporation. A Shareholder may appoint as proxyholder a person or company (who need not be a Shareholder), other than those persons named in the Form of Proxy, to attend and act on such Shareholder's behalf at the Meeting or at any adjournment(s) or postponement(s) thereof. Such right may be exercised by either inserting such other desired proxyholder's name in the blank space provided on the Form of Proxy or by completing another proper form of proxy.

Revocation of Proxy

A Registered Shareholder who has given a proxy pursuant to this solicitation may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing executed by the Shareholder or by the attorney of such Shareholder, duly authorized in writing, or if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either with: (i) the Transfer Agent, on or before the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof at which the Form of Proxy is to be used, (ii) the Chairman of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof, or (iii) in any other manner permitted by law.

NON-REGISTERED SHAREHOLDERS

Only Registered Shareholders or their duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are "non-registered" Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares or a clearing agency or other securities Intermediary. More particularly, a person is not a Registered Shareholder if Common Shares are held on behalf of that person (the "Non-Registered Shareholder") and are registered either: (a) in the name of an Intermediary that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a

clearing agency, such as the Canadian Depository for Securities Limited, of which the Intermediary is a participant. In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the proxy-related materials to the Transfer Agent for onward distribution to Non-Registered Shareholders.

Intermediaries are required to forward the proxy-related materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the proxy-related materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive proxy-related materials will either:

(i) be given a Form of Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed. Because the Intermediary has already signed the Form of Proxy, the Form of Proxy is not required to be signed by the Non-Registered Shareholder when submitting the Form of Proxy. In this case, the Non-Registered Shareholder who wishes to submit an instrument of proxy should otherwise properly complete the Form of Proxy and deposit it with the Corporation as provided above; or

(ii) more typically, be given a voting instruction form ("VIF") which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. Typically, the VIF will consist of a one-page, pre-printed form. Sometimes, instead of the one-page, pre-printed form, the VIF will consist of a regular printed Form of Proxy accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the Form of Proxy to validly constitute a proxy authorization form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the Form of Proxy, properly complete and sign the Form of Proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Shareholder should strike out the names of management's representatives named in the Form of Proxy and insert the Non-Registered Shareholder's name in the blank space provided.

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails the VIFs or Forms of Proxy to the Non-Registered Shareholders and asks the Non-Registered Shareholders to return the VIFs or Forms of Proxy to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions with respect to the voting of Common Shares to be represented at the Meeting by such Intermediary. A Non-Registered Shareholder receiving a VIF from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted. If you have any questions with respect to the voting of Common Shares held through a broker or other Intermediary, please contact the broker or other Intermediary for assistance.

Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. Non-Registered Shareholders should carefully follow the instructions on the Form of Proxy or VIF that they receive from their Intermediary in order to vote the Common Shares that are held through that Intermediary.

Revocation of Voting Instructions

A Non-Registered Shareholder giving voting instructions may revoke such voting instructions by contacting their Intermediary in respect of such voting instructions and complying with any applicable requirements imposed by such Intermediary. An Intermediary that has submitted a Form of Proxy based on voting

instructions received from a Non-Registered Shareholder may not be able to revoke a Form of Proxy if it receives insufficient notice of revocation.

VOTING OF PROXIES

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the persons designated by management of the Corporation in the Form of Proxy will be voted in accordance with the instructions given on the Form of Proxy. In the absence of such instructions, such Common Shares will be voted FOR the approval of all resolutions in this Circular.

The Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. As of the date of this Circular, management of the Corporation is not aware of any such amendments or any other matters to come before the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment(s) or postponement(s) thereof, the Common Shares represented by properly executed proxies given in favour of the persons designated by management of the Corporation in the Form of Proxy will be voted on such matters in accordance with the best judgment of the named proxies.

VOTING OF COMMON SHARES AND PRINCIPAL SHAREHOLDERS THEREOF

Record Date

The Record Date for the purpose of determining the Shareholders entitled to receive notice of and vote at the Meeting has been fixed as May 9, 2025. All Shareholders of record at the close of business on the Record Date are entitled to vote the Common Shares registered in such Shareholder's name, at that date, on each matter to be acted upon at the Meeting.

Description of Voting Securities

As of the Record Date, the Corporation has 194,703,863 Common Shares issued and outstanding. Each Common Share carries the right to one vote. The outstanding Common Shares are listed and posted for trading on the Canadian Securities Exchange (the "CSE").

No other voting securities are issued and outstanding as of the Record Date.

Quorum

A quorum will be present at the Meeting if any two Shareholders holding 5% of the Common Shares entitled to vote at the Meeting, whether present in person or represented by proxy, are present at the opening of the Meeting.

Principal Shareholders

Other than described below, to the knowledge of the directors and officers of the Corporation, as at the date hereof, no person, firm or company beneficially owns, controls, or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to all issued and outstanding Common Shares:

Name of Insider	Number of Common Shares	Percentage of Outstanding Common Shares
Igal Sudman	45,027,924(1)	23.13%
Roman Buzaker	44,735,642(2)	22.98%
Tetra Oils Inc.	35,577,637	18.27%

Notes:

31,095,822 Common Shares are held through 2388765 Ontario Inc., an entity controlled by Mr. Sudman ("238 Ontario").
15,373,322 Common Shares are held through IIPAC Inc., an entity controlled by Mr. Buzaker ("IIPAC"), and 15,722,500 Common Shares are held through 1000677847 Ontario Inc., an entity controlled by Mr. Buzaker ("1000 Ontario").

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No (a) director or executive officer of the Corporation who has held such position at any time since the beginning of the Corporation's last financial year; (b) proposed nominee for election as a director of the Corporation; or (c) associate or affiliate of a person in (a) or (b) 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.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. Financial Statements

The audited consolidated financial statements of the Corporation for the years ended June 30, 2024 and 2023, together with the report of the auditors thereon (the "Annual Financial Statements"), are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca. At the Meeting, the Corporation will submit to Shareholders the Annual Financial Statements. No formal action will be taken at the Meeting to approve the Annual Financial Statements.

2. Election of Directors

The Corporation currently has four directors, and it is intended that all of such directors be re-elected for the ensuing year. The board of directors of the Corporation (the "Board") has determined that a board of four members will continue to be effective in the governance and supervision of the Corporation's business and affairs for the ensuing year. The following four persons whose names are set out below (the "Nominees") have been nominated by the Board for election as directors at the Meeting.

The term of each of the Corporation's present directors expires at the close of the Meeting and unless the director's office is vacated earlier in accordance with the provisions of the Business Corporations Act (Ontario) ("OBCA") or removed in accordance with the by-laws of the Corporation, each director elected at the Meeting or any adjournment(s) or postponement(s) thereof will hold office until the conclusion of the next annual meeting of the Shareholders. Where directors fail to be elected at any such meeting of Shareholders, the incumbent directors shall continue in office until their successors are elected. The number of directors to be elected at any such meeting shall be the greater of the number (or the minimum number, as the case may be) of directors provided for in the articles of incorporation of the Corporation (the "Articles") and the number of directors then in office unless the directors or the Shareholders otherwise determine.

The following table sets forth the names and jurisdictions of residence of the Nominees for election as directors of the Corporation, the offices in the Corporation, if any, held by them, their principal occupations (for the past five years) and the number of Common Shares beneficially owned, or over which control or direction is exercised. If any such individual should be unable or unwilling to serve, an event not presently anticipated, the persons named in the Form of Proxy or VIF will have the right to vote, at their discretion, for another nominee, unless a proxy withholds authority to vote for the election of directors:

Name, Province / State, Country of Residence and Position with the Corporation	Present Principal Occupation If Different from Office Held & Principal Occupation for The Past 5 Years	Date Elected / Appointed	Common Shares Owned or Over Which Control or Direction is Exercised(1)
Igal Sudman(2)(3)
Chairman, Chief Executive Officer and Corporate Secretary
Ontario, Canada	Chief Executive Officer of Ayurcann Inc. (June 2018-Present)	March 26, 2021	45,027,924(5)
(23.13%)
Roman Buzaker(3)(4)
President, Chief Operating Officer, Director and former Chief Financial Officer of the Corporation, and Responsible Person in	President and Chief Operating Officer of Ayurcann Inc. (June 2018-Present)	March 26, 2021	44,735,642(6)
(22.98%)

Charge and Head of Security of Ayurcann Inc. Ontario, Canada
Maor Shayit^{(2)(3)(4)}
Director
Ontario, Canada	Director of Ayurcann Inc. (January 2020-Present); Chief Operating Officer at Weed Me Inc. (January 2020 – Present)	March 26, 2021	1,159,421
(0.60%)
David Hackett^{(2)(4)}
Director
Ontario, Canada	Director of Ayurcann Inc. (January 2020-Present)	March 26, 2021	1,292,846
(0.66%)

Notes:

The number of Common Shares beneficially owned, or over which control or direction is exercised, not being within the direct knowledge of the Corporation, has been furnished by the respective Nominee or obtained from the System for Electronic Disclosure by Insiders and may include Common Shares owned or controlled by their spouses and/or children and/or companies controlled by them or their spouses and/or children.
Member of the audit committee of the Corporation (the "Audit Committee"). Mr. Hackett chairs the Audit Committee.
Member of the corporate governance committee of the Corporation (the "Governance Committee"). Mr. Shayit chairs the Governance Committee.
Member of the compensation committee of the Corporation (the "Compensation Committee"). Mr. Shayit chairs the Compensation Committee.
31,095,822 Common Shares are held through 238 Ontario.
15,373,322 Common Shares are held through IIPAC and 15,722,500 Common Shares are held through 1000 Ontario.

As of the Record Date, the directors and senior officers of the Corporation, as a group, beneficially owned, or controlled or directed, directly or indirectly, approximately 92,215,833 Common Shares, representing approximately 47.36% of the issued and outstanding Common Shares.

At the Meeting, Shareholders will be entitled to cast their votes for, or withhold their votes from, the election of each Nominee. Unless the Shareholder directs that their Common Shares are to be withheld from voting in respect of any particular Nominee(s), the persons named in the Form of Proxy intend to vote FOR the election of each of the four Nominees as directors of the Corporation.

The following are brief biographies of the Nominees:

Igal Sudman – Chairman, Chief Executive Officer and Corporate Secretary

Mr. Sudman is a business development specialist who brings over 20 years of experience in a range of industries from real estate development to technology and cannabis. Mr. Sudman understands the objectives and requirements needed to scale companies from seed to exit having founded and developed businesses which have been featured on the Canadian Profit 50.

Roman Buzaker – President, Chief Operating Officer, Director and former Chief Financial Officer of the Corporation, and Responsible Person in Charge and Head of Security of Ayurcann Inc.

Mr. Buzaker is a corporate strategist with specialty in management and operational engineering. He has experience in industries such as logistics, digital marketing, and consulting. Mr. Buzaker managed the expansion and the development of various online and brick and mortar companies from single location operations to multi-locational franchises nationwide.

Maor Shayit – Director

Mr. Shayit is a professional executive who brings over 15 years of experience in a wide range of industries from communications, and transportations, to beauty, and cannabis. Mr. Shayit has an extensive and successful experience in this emerging cannabis industry. As the Chief Operating Officer of Weed Me Inc., Mr. Shayit is responsible for developing and executing best practices in accordance with the regulator's guidelines, to assure high quality product, increasing yields, and effective allocation of funds.

David Hackett – Director

Mr. Hackett brings more than 20 years of financial and management leadership. He has overseen the growth of a number of start-up companies, including dealing with operations, technology, regulatory reporting (in Canada and the United States of America), corporate governance, public financing (in Canada and the United States of America) and mergers and acquisitions activity. Mr. Hackett is a Certified Public Accountant and Charted Accountant, and holds a Masters of Business Administration from the Richard Ivey School of Business at the Western University.

Cease Trade Orders

As at the date of this Circular, no Nominee of the Corporation is, or was within 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company that:

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

(ii) was subject to a CTO, an order similar to a CTO or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director, executive officer or promoter ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Penalties or Sanctions

As at the date of this Circular, no Nominee of the Corporation, is or has been, within 10 years prior to the date of this Circular, 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 Shareholder in deciding whether to vote for a Nominee.

Bankruptcies

As of the date of this Circular, no Nominee of the Corporation:

(i) is, at the date of this Circular, or has been within 10 years prior to the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person 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 its assets; or

(ii) has, within 10 years prior to the date of this Circular become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Re-Appointment of Auditor

Clearhouse LLP has acted as the Corporation's auditor since March 26, 2021. At the Meeting, Shareholders will be asked to consider and, if thought fit, to pass, with or without variation, an ordinary resolution re-appointing Clearhouse LLP as the auditors of the Corporation, for the ensuing fiscal year, at remuneration to be fixed by the Board, subject to such amendments, variations, or additions as may be approved at the Meeting.

The Board recommends that Shareholders vote for the re-appointment of Clearhouse LLP as auditors of the Corporation, at remuneration to be fixed by the Board. To be effective, the resolution requires the affirmative vote of at least a majority of the votes cast by the Shareholders present in person, or represented by proxy, and entitled to vote at the Meeting. Unless the Shareholder directs that their Common Shares are to be voted against the resolution, the persons named in the Form of Proxy intend to vote FOR the re-appointment of Clearhouse LLP as auditors of the Corporation.

Other Matters

Management of the Corporation knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting and this Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the Form of Proxy accompanying this Circular to vote the same in accordance with their best judgment of such matters.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following information, prepared in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, provides a discussion of all significant elements of the compensation to be awarded to, earned by, paid to, or payable to directors and Named Executive Officers (as defined hereinafter) of the Corporation to the extent that it has been determined. For the year ended June 30, 2024, the Corporation's Named Executive Officers were: (i) Igal Sudman, Chairman, Chief Executive Officer and Corporate Secretary; and (ii) Roman Buzaker, President, Chief Operating Officer, Director and former Chief Financial Officer of the Corporation, and Responsible Person in Charge and Head of Security of Ayurcann Inc.

"Named Executive Officer" means: (a) each individual who served as Chief Executive Officer of the Corporation, including an individual performing functions similar to a Chief Executive Officer (b) each individual who served as Chief Financial Officer of the Corporation, including an individual performing functions similar to a Chief Financial Officer (c) each of the three most highly compensated executive officers of the Corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be a Named Executive Officers under (c) above but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

Compensation Philosophy and Objectives

The compensation of the Corporation's Named Executive Officers and directors is determined by the Board based on recommendations by the Compensation Committee. The general objectives of the Corporation's compensation decisions are:

to encourage the management of the Corporation to achieve a high level of performance and results with a view to increasing long-term Shareholder value;
to align the interests of the management of the Corporation with the long-term interest of Shareholders;
to provide compensation commensurate with peer companies to attract and retain highly qualified

executives; and

to ensure that total compensation paid takes into account the Corporation's overall financial position.

The Corporation's compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing Shareholder value. The Corporation recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive's level of responsibility.

Elements of Compensation

The Corporation's compensation program during the year ended June 30, 2024, consisted of three principal components: (i) base compensation; (ii) long-term compensation in the form of incentive stock options ("Options"), restricted share units ("RSUs"), deferred share units ("DSUs"), and/or performance share units ("PSUs") issued pursuant to the Corporation's equity incentive plan(s), including the Predecessor Plans (as defined hereinafter), as replaced by the Equity Incentive Plan (as defined hereinafter) and (iii) a discretionary bonus. For the year ended June 30, 2024, compensation was determined and administered by the Board based on recommendations from the Compensation Committee.

Compensation Committee

In order to assist the Board in fulfilling its oversight responsibilities with respect to compensation matters, the Board established the Compensation Committee and approved the charter of the Compensation Committee. During the financial year ended June 30, 2024, the Compensation Committee was composed of Roman Buzaker, Maor Shayit and Alison Gordon. Mr. Shayit and Ms. Gordon are "independent" as such term is defined in National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"), while Mr. Buzaker is not due to his officer roles within the Corporation. Following the Meeting, David Hackett will replace Alison Gordon on the Compensation Committee.

The Compensation Committee meets on compensation matters as and when required with respect to management compensation. The primary goal of the Compensation Committee as it relates to compensation matters is to ensure that the compensation provided to management is determined with regard to the Corporation's business strategies and objectives, such that the financial interest of management is aligned with the financial interest of Shareholders, and to ensure that their compensation is fair and reasonable and sufficient to attract and retain qualified and experienced executives. The Compensation Committee is given the authority to engage and compensate any outside advisor that it determines to be necessary to carry out its duties.

To determine compensation payable, the Compensation Committee reviews compensation paid to management of companies of similar size and stage of development in comparable industries and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by management while taking into account the financial and other resources of the Corporation.

The Compensation Committee has not established any benchmark or performance goals to be achieved or met by Named Executive Officers; however, such Named Executive Officers are expected to carry out their duties in an effective and efficient manner to advance the business objectives of the Corporation. The satisfactory discharge of such duties is subject to ongoing monitoring by the Compensation Committee.

As a whole, the members of the Compensation Committee have direct experience and skills relevant to their responsibilities in executive compensation, including with respect to enabling the Compensation Committee to make informed decisions on the suitability of the Corporation's compensation policies and practices.

Base Compensation

Base compensation for the Corporation's management is designed to provide income certainty and to attract and retain executives. In setting base compensation levels, consideration is given to such factors as level of responsibility, experience and expertise. Subjective factors such as leadership, commitment and attitude are also considered. The Compensation Committee has generally considered publicly available information regarding the compensation levels of executives of similarly sized companies within the industry in setting compensation but has not established a benchmark group of peers. Although the Corporation strives to compensate its management within industry expectations, the base compensation may, from time to time, be reviewed depending on the results of operations.

Equity Incentive Plan

Please see the section below titled "Stock Option Plans and Other Incentive Plans" for further details on compensation in relation to the Equity Incentive Plan.

Discretionary Cash Bonus

The compensation program includes eligibility for discretionary incentive cash bonuses. The bonuses are awarded based on objectives set by the Compensation Committee and its assessment of the Corporation and its executives' performance and contribution. Objectives may include strategic, financial and operational performance goals, as well as personal performance objectives, including implementation of new strategic initiatives, the development of innovations, organizational development and other factors. The resulting bonus entitlements, if any, will therefore vary between members of management.

Risk Analysis

The Board and Compensation Committee considered risks associated with executive compensation and do not believe that the Corporation's executive compensation policies and practices encourage its executive officers to take inappropriate or excessive risks. Aside from a fixed base salary, management is compensated through grants of compensation securities under the Equity Incentive Plan, which is compensation that is both "at risk" and associated with long-term value creation. The value of such compensation is dependent upon Shareholder return over the corresponding Option, RSU, DSU and/or PSU vesting period, which reduces the incentive for management to take inappropriate or excessive risks as their long-term compensation is at risk.

Management is not permitted to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by management.

Summary of Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth the compensation paid or accrued by the Corporation to each Named Executive Officer and director for the two most recently completed financial years of the Corporation, excluding compensation securities:

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Igal Sudman
Chairman, Chief Executive Officer and Corporate Secretary	2024
2023	414,524(1)(2)
230,370(1)(3)	Nil
756,000(4)	Nil
Nil	Nil
Nil	Nil
Nil	414,524(1)(2)
986,370(1)(3)
Roman Buzaker
President, Chief Operating Officer, Director and former Chief Financial Officer of the	2024
2023	433,530(5)(6)
228,293(7)(8)	Nil
756,000(9)	Nil
Nil	Nil
Nil	Nil
Nil	433,530(5)(6)
984,293(7)(8)

Corporation, and Responsible Person in Charge and Head of Security of Ayurcann Inc.
Maor Shayit
Director	2024
2023	60,000^{(10)}
60,000^{(11)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	60,000^{(10)}
60,000^{(11)}
David Hackett
Director	2024
2023	68,000^{(12)}
68,000^{(13)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	68,000^{(12)}
68,000^{(13)}
Alison Gordon^{(14)}
Former Director	2024
2023	60,000^{(15)}
60,000^{(16)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	60,000^{(15)}
60,000^{(16)}

Notes:

Aside from $48,000, which was paid to Mr. Sudman as an employee of Ayurcann Inc., all remaining fees were paid to 238 Ontario.
A total of $60,250 was settled with 238 Ontario into an aggregate of 1,205,000 Common Shares at a deemed price of $0.05 per Common Share.
A total of $120,250 was settled with 238 Ontario into an aggregate of 2,282,935 Common Shares, of which 475,435 Common Shares were issued at a deemed price of $0.0631 per Common Share and the remaining 1,807,500 Common Shares were issued at a deemed price of $0.05 per Common Share.
Effective January 5, 2024, the Corporation and 238 Ontario settled the $756,000 owing into 15,120,000 Common Shares at a deemed price of $0.05 per Common Share.
Aside from: (i) $125,000 which was paid to Mr. Buzaker as an employee of Ayurcann Inc.; and (ii) $205,685, which was paid to IIPAC, all remaining fees were paid to 1000 Ontario.
A total of $30,125 was settled with IIPAC into an aggregate of 602,500 Common Shares at a deemed price of $0.05 per Common Share and a total of $30,125 was settled with 1000 Ontario into an aggregate of 602,500 Common Shares at a deemed price of $0.05 per Common Share.
Aside from $150,000, which was paid to Mr. Buzaker as an employee of Ayurcann Inc., all remaining fees were paid to IIPAC.
A total of $120,250 was settled with IIPAC into an aggregate of 2,282,935 Common Shares, of which 475,435 Common Shares were issued at a deemed price of $0.0631 per Common Share and the remaining 1,807,500 Common Shares were issued at a deemed price of $0.05 per Common Share.
Effective January 5, 2024, the Corporation and 1000 Ontario settled the $756,000 owing into 15,120,000 Common Shares at a deemed price of $0.05 per Common Share.
A total of $15,000 was settled into an aggregate of 300,000 Common Shares at a deemed price of $0.05 per Common Share.
A total of $30,250 was settled into an aggregate of 570,839 Common Shares, of which 120,839 Common Shares were issued at a deemed price of $0.0631 per Common Share and the remaining 450,000 Common Shares were issued at a deemed price of $0.05 per Common Share.
A total of $17,000 was settled into an aggregate of 340,000 Common Shares at a deemed price of $0.05 per Common Share.
A total of $34,000 was settled into an aggregate of 644,706 Common Shares, of which 134,706 Common Shares were issued at a deemed price of $0.0631 per Common Share and the remaining 510,000 Common Shares were issued at a deemed price of $0.05 per Common Share.
Effective May 15, 2025, Alison Gordon resigned as a director of the Corporation.
A total of $15,000 was settled into an aggregate of 300,000 Common Shares at a deemed price of $0.05 per Common Share.
A total of $30,250 was settled into an aggregate of 570,839 Common Shares, of which 120,839 Common Shares were issued at a deemed price of $0.0631 per Common Share and the remaining 450,000 Common Shares were issued at a deemed price of $0.05 per Common Share.

Compensation Securities

No Named Executive Officer or director was granted or issued any compensation securities by the Corporation, or any subsidiary thereof, in the year ended June 30, 2024, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.

Exercise of Compensation Securities

No Named Executive Officer or director of the Corporation exercised any compensation securities during the year ended June 30, 2024.

Stock Option Plans and Other Incentive Plans

Omnibus Plan

To provide a long-term component to the compensation program, effective November 20, 2023, the Board adopted an equity incentive plan for the Corporation, which was ratified and approved by Shareholders on December 30, 2023 (the "Equity Incentive Plan"). The Equity Incentive Plan replaced the Corporation's

Option plan (the "Stock Option Plan") and RSU award plan (the "RSU Plan" and together with the Stock Option Plan, the "Predecessor Plans"). The Equity Incentive Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Common Shares), provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Equity Incentive Plan, shall not exceed 20% of the Corporation's issued and outstanding Common Shares from time to time. The Equity Incentive Plan is considered an "evergreen" plan, since the Common Shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the Equity Incentive Plan and the number of awards available to grant increases as the number of issued and outstanding Common Shares increases.

As at June 30, 2024, there were 700,000 Common Shares reserved for issuance pursuant to Options issued under the Equity Incentive Plan, 133,233 Common Shares reserved for issuance pursuant to Options issued under the Stock Option Plan and Nil Common Shares reserved for issuance pursuant to RSUs issued under the RSU Plan.

Background and Purpose

The Equity Incentive Plan provides flexibility to the Corporation to grant equity-based incentive awards in the form of RSUs and PSUs, as described in further detail below. The purpose of the Equity Incentive Plan is to, among other things, provide the Corporation with a share related mechanism to attract, retain and motivate qualified directors, employees and consultants of the Corporation and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under the Equity Incentive Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire Common Shares as long-term investments and proprietary interests in the Corporation.

Participation Limits

The Equity Incentive Plan also provides that the aggregate number of Common Shares: (a) issuable to insiders at any time (under all of the Corporation's security-based compensation arrangements) cannot exceed 10% of the Corporation's issued and outstanding Common Shares; (b) issued to persons performing investor relations services within any one year period (under all of the Corporation's security-based compensation arrangements) cannot exceed 2% of the Corporation's issued and outstanding Common Shares; and (c) issued to insiders within any one year period (under all of the Corporation's security-based compensation arrangements) cannot exceed 10% of the Corporation's issued and outstanding Common Shares.

Any Common Shares issued by the Corporation through the assumption or substitution of outstanding Options or other equity-based awards from an acquired company shall not reduce the number of Common Shares available for issuance pursuant to the exercise of awards granted under the Equity Incentive Plan.

Administration of the Equity Incentive Plan

The Plan Administrator (as defined in the Equity Incentive Plan) is determined by the Board and is initially the Compensation Committee. The Equity Incentive Plan in the future may continue to be administered by the Compensation Committee or delegated to another committee of the Board or administered by the Board itself. The Plan Administrator determines which directors, officers, consultants and employees are eligible to receive awards under the Equity Incentive Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to the Corporation, the number of Common Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the Common Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator interprets the Equity Incentive Plan and may adopt guidelines and other rules and regulations relating to the Equity Incentive Plan and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Equity Incentive Plan.

Eligibility

All directors, employees and consultants are eligible to participate in the Equity Incentive Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the Equity Incentive Plan will be determined in the sole and absolute discretion of the Plan Administrator.

Types of Awards

Awards of Options, RSUs, DSUs and PSUs may be made under the Equity Incentive Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the Equity Incentive Plan and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the Equity Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Common Shares issued pursuant to awards.

RSUs

A RSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Corporation which entitles the holder to receive one Common Share (or the value thereof) for each RSU after a specified vesting period. The Plan Administrator may, from time to time, subject to the provisions of the Equity Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "RSU Service Year").

The number of RSUs (including fractional RSUs) granted at any time under the Equity Incentive Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan Administrator, by (b) the Market Price (as defined in the Equity Incentive Plan). The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the United States of America Internal Revenue Code of 1986, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable Common Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Common Shares and cash. Any such cash payments made by the Corporation shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Common Share as at the settlement date. Subject to the provisions of the Equity Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any RSU shall occur, and no Common Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

PSUs

A PSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Corporation which entitles the holder to receive one Common Share (or the value thereof) for each PSU after specific performance-based vesting criteria determined by the Plan Administrator, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant's service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable award agreement. The Plan Administrator may, from time to time, subject to the provisions of the Equity Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "PSU Service Year").

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable Common Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of Common Shares and cash. Any such cash payments made by the Corporation to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Common Share as at the settlement date. Subject to the provisions of the Equity Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any PSU shall occur, and no Common Share shall be issued, or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

Dividend Equivalents

Except as otherwise determined by the Plan Administrator or as set forth in the particular award agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Common Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Common Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Black-out Periods

In the event an award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Corporation exists, the expiry of such award will be the date that is 10 business days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

Term

While the Equity Incentive Plan does not stipulate a specific term for awards granted thereunder, as discussed below, awards may not expire beyond 10 years from their date of grant, except where Shareholder approval is received or where an expiry date would have fallen within a blackout period of the Corporation. All awards must vest and settle in accordance with the provisions of the Equity Incentive Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

Termination of Employment or Services

The following table describes the impact of certain events upon the participants under the Equity Incentive Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant's applicable employment agreement, award agreement or other written agreement:

Event	Provisions
Termination for Cause / Resignation	Any award held by the participant that has not been exercised, surrendered or settled as of the Termination Date (as defined in the Equity Incentive Plan) shall be immediately forfeited and cancelled as of the Termination Date.
Termination without Cause	A portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest.
Disability	A portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of disability multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of disability and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest. Any vested award will be settled within 90

	days after the Termination Date.
Death	A portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of death multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of death and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest. Any vested award will be settled with the participant's beneficiary or legal representative (as applicable) within 90 days after the date of the participant's death.
Retirement	(i) a portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of retirement multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of retirement and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest, and (ii) any outstanding award that vests based on the achievement of Performance Goals (as defined in the Equity Incentive Plan) that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such Performance Goals. Any vested award that is described in (i), such award will be settled within 90 days after the participant's retirement. In the case of a vested award that is described in (ii), such award will be settled at the same time the award would otherwise have been settled had the participant remained in active service with the Corporation or its subsidiary. Notwithstanding the foregoing, if, following his or her retirement, the participant commences employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries.

days after the Termination Date.

Death

A portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of death multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of death and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest. Any vested award will be settled with the participant's beneficiary or legal representative (as applicable) within 90 days after the date of the participant's death.

Retirement

(i) a portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of retirement multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of retirement and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest, and (ii) any outstanding award that vests based on the achievement of Performance Goals (as defined in the Equity Incentive Plan) that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such Performance Goals. Any vested award that is described in (i), such award will be settled within 90 days after the participant's retirement. In the case of a vested award that is described in (ii), such award will be settled at the same time the award would otherwise have been settled had the participant remained in active service with the Corporation or its subsidiary. Notwithstanding the foregoing, if, following his or her retirement, the participant commences employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries.

Change in Control

Under the Equity Incentive Plan, except as may be set forth in an employment agreement, award agreement or other written agreement between the Corporation or a subsidiary of the Corporation and a participant:

(a) If within 12 months following the completion of a transaction resulting in a Change in Control (as defined hereinafter), a participant's employment, consultancy or directorship is terminated by the Corporation or a subsidiary of the Corporation without Cause (as defined in the Equity Incentive Plan), without any action by the Plan Administrator:

(i) any unvested awards held by the participant at Termination Date may vest in the sole discretion of the Plan Administrator; and
(ii) any vested awards may be exercised, surrendered to the Corporation, or settled by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered or settled at the end of such period being immediately forfeited and cancelled.

(b) Unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Common Shares will cease trading on the CSE, the Corporation may terminate all of the awards held by a participant that is a resident of Canada for the purposes of the Income Tax Act (Canada), granted under the Equity Incentive Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each award equal to the fair market value of the award held by such participant as determined by the Plan Administrator, acting reasonably, provided that any vested awards granted to U.S. Taxpayers (as defined in the Equity Incentive Plan) will be settled within 90 days of the Change in Control.

Subject to certain exceptions, a "Change in Control" includes (a) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Common Shares, (b) the sale of all or substantially all of the Corporation's assets, (c) the dissolution or liquidation of the Corporation, (d) the acquisition of the Corporation via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, (e) individuals who comprise the Board at the last annual meeting of Shareholders (the "Incumbent Board") cease to constitute at least a majority of the Board, unless the election, or nomination for election by the Shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member

of the Incumbent Board, or (f) any other event which the Board determines to constitute a change in control of the Corporation.

Non-Transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a participant, by will or as required by law, no assignment or transfer of awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding award pass to a beneficiary or legal representative upon the death of a participant, the period in which such award can be exercised by such beneficiary or legal representative shall not exceed one year from the participant's death.

Amendments to the Equity Incentive Plan

The Plan Administrator may also from time to time, without notice and without approval of the holders of voting Common Shares, amend, modify, change, suspend or terminate the Equity Incentive Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification, change, suspension or termination of the Equity Incentive Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the Equity Incentive Plan without the consent of such participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. Taxpayer to be subject to the income inclusion under Section 409A of the United States of America Internal Revenue Code of 1986, as amended, shall be null and void ab initio.

Notwithstanding the above, and subject to the rules of the CSE, the approval of Shareholders is required to affect any of the following amendments to the Equity Incentive Plan:

(a) increasing the number of Common Shares reserved for issuance under the Equity Incentive Plan, except pursuant to the provisions in the Equity Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(b) increasing or removing the 10% limits on Common Shares issuable or issued to insiders;

(c) reducing the exercise price of an Option award (for this purpose, a cancellation or termination of an award of a participant prior to its expiry date for the purpose of reissuing an award to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an award. Notwithstanding the foregoing, a cancellation or termination of an award of a participant prior to its expiry may be done and will not require approval of Shareholders if conducted in compliance with, and allowed pursuant to, the policies of the CSE) except pursuant to the provisions in the Equity Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(d) increasing or removing the limits on the participation of non-employee directors;

(e) permitting awards to be transferred to a person;

(f) changing the eligible participants; and

(g) deleting or otherwise limiting the amendments which require approval of the Shareholders.

Except for the items listed above, amendments to the Equity Incentive Plan will not require Shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of an award, (b) amending the provisions for early termination of awards in connection with a termination of employment or service, (c) adding covenants of the Corporation for the protection of the participants, (d)

amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Anti-Hedging Policy

Participants are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

The above summary of the Equity Incentive Plan is qualified in its entirety by the full terms of the Equity Incentive Plan, a copy of which is attached as Schedule "B" to the Corporation's management information circular dated November 20, 2023, prepared in connection with the 2023 annual general and special meeting of Shareholders which was held on December 30, 2023, and is available under the Corporation's SEDAR+ profile at www.sedarplus.ca.

Employment, Consulting and Management Agreements

Other than as disclosed below, the Corporation did not have any employment contracts, agreements, plans, or arrangements in place with any Named Executive Officer or director that provides for payment following or in connection with any termination (whether voluntary, involuntary, or constructive) resignation, retirement, a change of control of the Corporation, or a change in a Named Executive Officer or director's responsibility during the financial year ended June 30, 2024.

Igal Sudman – Chairman, Chief Executive Officer and Corporate Secretary

Effective October 1, 2021, 238 Ontario and the Corporation entered into a management services agreement, pursuant to which 238 Ontario provides Chief Executive Officer services to the Corporation (the "238 Agreement"). Under the 238 Agreement, 238 Ontario is entitled to: (i) a consulting fee of $5,000 per month plus applicable tax for services rendered to the Corporation; (ii) grants of RSUs equivalent to $10,000 per month, issuable quarterly; and (iii) a discretionary cash bonus in the amount of up to 200% of the total compensation received by 238 Ontario for the applicable year (together, the "238 Consulting Fee"). In the event of termination upon a change of control or termination without cause, 238 Ontario is entitled to be paid a lumpsum payment equal to five times the amount of the 238 Consulting Fees for the prior completed financial year. The Corporation may terminate the 238 Agreement with cause by providing two weeks' notice to 238 Ontario. Any unvested Options granted to 238 Ontario pursuant to the terms of the Equity Incentive Plan will vest immediately and remain exercisable for two years from the earlier of: (a) the date of termination and (b) the original expiration date of such grant, and any unvested RSUs granted to 238 Ontario pursuant to the terms of the Equity Incentive Plan will vest immediately and remain exercisable for two years from the earlier of: (x) the date of termination and (y) the original expiration date of such grant.

Effective October 1, 2021, 238 Ontario and Ayurcann Inc., a wholly owned subsidiary of the Corporation, entered into a management services agreement, pursuant to which 238 Ontario provides Chief Executive Officer services to Ayurcann Inc. In consideration for such services, 238 Ontario is entitled to a consulting fee of $150,000 per annum.

Effective October 1, 2021, Igal Sudman and Ayurcann Inc., a wholly owned subsidiary of the Corporation, entered into an employment agreement pursuant to which Mr. Sudman is employed as the Chief Executive Officer of Ayurcann Inc. Mr. Sudman is paid $48,000 per annum pursuant to the employment agreement.

Effective September 15, 2023, 238 Ontario and the Corporation entered into a new management services agreement, pursuant to which 238 Ontario provides Chief Executive Officer services to the Corporation and Ayurcann Inc., a wholly owned subsidiary of the Corporation (the "New 238 Agreement"). Under the New 238 Agreement, 238 Ontario is entitled to: (i) a public market management fee of $5,000 per month plus applicable tax for management of the Corporation (the "238 Public Market Management Fee"); (ii) a management fee of $16,500 per month plus applicable tax for management and ongoing operations of Ayurcann Inc. (the "238 Management Fee"); (iii) grants of RSUs equivalent to $10,000 per month, issuable

quarterly (the "238 Incentive Grants" and together with the 238 Public Market Management Fee and 238 Management Fee, the "238 Base Fees"); and (iv) an annual bonus, for every year that minimum sales of the Corporation are equal to or greater than $10,000,000 gross sales, equal to 100% of the 238 Base Fee plus any compensation paid to Mr. Sudman by Ayurcann Inc. pursuant to an employment agreement dated July 1, 2020, as amended, (together, the "238 Earned Fees") in the applicable year (the "238 Bonus" and together with the 238 Base Fees, the "238 Total Compensation"). For every year that minimum sales of the Corporation are equal to or greater than $20,000,000 in gross sales, 238 Ontario shall receive a 238 Bonus equal to 200% of the 238 Earned Fees paid to 238 Ontario and Mr. Sudman, as applicable, in that year, subject to a maximum bonus of 300% of the 238 Earned Fees. The chart below sets out the 238 Bonus structure:

Total Sales of the Corporation	Bonus as Percentage of 238 Earned Fees
Greater than or equal to $10,000,000	100% of 238 Earned Fees
Greater than or equal to $20,000,000	200% of 238 Earned Fees
*The maximum Bonus payable cannot exceed 300% of the 238 Earned Fees.

In the event of termination upon a change of control or termination without cause, 238 Ontario is entitled to be: (i) paid any earned but unpaid 238 Base Fees, 238 Bonus (earned but unpaid from the previous fiscal year, if any), and reimbursed for any expenses incurred; (ii) paid an amount equal to any unpaid 238 Bonus for the fiscal year in which the termination of services occurs, calculated on a pro-rata basis to the date of the triggering event or the date of notice of termination without cause; (iii) paid in lieu of notice in an amount equal to thirty-six (36) months of the 238 Total Compensation paid to 238 Ontario in the twelve (12) months immediately prior to termination, less applicable withholdings and deductions; and (iv) any Options and/or RSUs held by 238 Ontario or Mr. Sudman under the Corporation's equity-incentive plans shall immediately become vested and exercisable and any Options and/or RSUs shall remain exercisable for two (2) years from earlier of the (x) date of the triggering event or the date of notice of termination without cause; and (y) the original expiration date of such grant.

Effective October 22, 2024, the New 238 Agreement was amended to: (i) increase the 238 Public Market Management Fee to $15,000 per month, (ii) remove the 238 Incentive Grants obligation and (iii) remove the 238 Bonus and replace it with discretionary bonuses to be granted at the sole direction of the Compensation Committee, which can be paid either in cash or settled in equity, with no such bonus to exceed 300% of the Earned Fees (as such term is defined in the New 238 Agreement, as amended).

Roman Buzaker – President, Chief Operating Officer, Director and former Chief Financial Officer of the Corporation, and Responsible Person in Charge and Head of Security of Ayurcann Inc.

Effective October 1, 2021, IIPAC and the Corporation entered into a management services agreement, pursuant to which IIPAC provides Chief Financial Officer services to the Corporation (the "IIPAC Agreement"). Under the IIPAC Agreement, IIPAC is entitled to: (i) a consulting fee of $5,000 per month plus applicable tax for services rendered to the Corporation; (ii) grants of RSUs equivalent to $10,000 per month, issuable quarterly; and (iii) a discretionary cash bonus in the amount of up to 200% of the total compensation received by IIPAC for the applicable year (together, the "IIPAC Consulting Fee"). In the event of termination upon a change of control or termination without cause, IIPAC is entitled to be paid a lumpsum payment equal to five times the amount of the IIPAC Consulting Fees for the prior completed financial year. The Corporation may terminate the IIPAC Agreement with cause by providing two weeks' notice to IIPAC. Any unvested Options granted to IIPAC pursuant to the terms of the Equity Incentive Plan will vest immediately and remain exercisable for two years from the earlier of: (a) the date of termination and (b) the original expiration date of such grant, and any unvested RSUs granted to IIPAC pursuant to the terms of the Equity Incentive Plan will vest immediately and remain exercisable for two years from the earlier of: (x) the date of termination and (y) the original expiration date of such grant.

Effective October 1, 2021, Roman Buzaker and Ayurcann Inc., a wholly owned subsidiary of the Corporation, entered into an employment agreement pursuant to which Mr. Buzaker is employed as the Chief Operating Officer of Ayurcann Inc. Mr. Buzaker is paid $150,000 per annum pursuant to the employment agreement. Effective January 1, 2024, Mr. Buzaker's compensation was decreased to $100,000 per annum.

Effective September 15, 2023, 1000 Ontario and the Corporation entered into a management services agreement to replace the IIPAC Agreement, pursuant to which 1000 Ontario provides Chief Operating Officer services to the Corporation and Ayurcann Inc., a wholly owned subsidiary of the Corporation (the "1000 Agreement"). Under the 1000 Agreement, 1000 Ontario is entitled to: (i) a public market management fee of $5,000 per month plus applicable tax for management of the Corporation (the "1000 Public Market Management Fee"); (ii) a management fee of $12,500 per month plus applicable tax for management and ongoing operations of Ayurcann Inc. (the "1000 Management Fee"); (iii) grants of RSUs equivalent to $10,000 per month, issuable quarterly (the "1000 Incentive Grants" and together with the 1000 Public Market Management Fee and 1000 Management Fee, the "1000 Base Fees"); and (iv) an annual bonus, for every year that minimum sales of the Corporation are equal to or greater than $10,000,000 gross sales, equal to 100% of the 1000 Base Fee plus any compensation paid to Mr. Buzaker by Ayurcann Inc. pursuant to an employment agreement dated July 1, 2020, as amended, (together, the "1000 Earned Fees") in the applicable year (the "1000 Bonus" and together with the 1000 Base Fees, the "1000 Total Compensation"). For every year that minimum sales of the Corporation are equal to or greater than $20,000,000 in gross sales, 1000 Ontario shall receive a 1000 Bonus equal to 200% of the 1000 Earned Fees paid to 1000 Ontario and Mr. Buzaker, as applicable, in that year, subject to a maximum bonus of 300% of the 1000 Earned Fees. The chart below sets out the 1000 Bonus structure:

Total Sales of the Corporation	Bonus as Percentage of 1000 Earned Fees
Greater than or equal to $10,000,000	100% of 1000 Earned Fees
Greater than or equal to $20,000,000	200% of 1000 Earned Fees
*The maximum Bonus payable cannot exceed 300% of the 1000 Earned Fees.

In the event of termination upon a change of control or termination without cause, 1000 Ontario is entitled to be: (i) paid any earned but unpaid 1000 Base Fees, 1000 Bonus (earned but unpaid from the previous fiscal year, if any), and reimbursed for any expenses incurred; (ii) paid an amount equal to any unpaid 1000 Bonus for the fiscal year in which the termination of services occurs, calculated on a pro-rata basis to the date of the triggering event or the date of notice of termination without cause; (iii) paid in lieu of notice in an amount equal to thirty-six (36) months of the 1000 Total Compensation paid to 1000 Ontario in the twelve (12) months immediately prior to termination, less applicable withholdings and deductions; and (iv) any Options and/or RSUs held by 1000 Ontario or Mr. Buzaker under the Corporation's equity-incentive plans shall immediately become vested and exercisable and any Options and/or RSUs shall remain exercisable for two (2) years from earlier of the (x) date of the triggering event or the date of notice of termination without cause; and (y) the original expiration date of such grant.

Effective October 22, 2024, the 1000 Agreement was amended to: (i) increase the 1000 Public Market Management Fee to $15,000 per month, (ii) remove the 1000 Incentive Grants obligation and (iii) remove the 1000 Bonus and replace it with discretionary bonuses to be granted at the sole direction of the Compensation Committee, which can be paid either in cash or settled in equity, with no such bonus to exceed 300% of the Earned Fees (as such term is defined in the 1000 Agreement, as amended).

Maor Shayit – Director

Effective January 1, 2021, Maor Shayit and the Corporation entered into a consulting agreement (the "Shayit Consulting Agreement"), pursuant to which Mr. Shayit provides services to the Corporation in connection with his directorship. In consideration for such services, Mr. Shayit is entitled to: (i) a consulting fee of $2,500 per month, payable quarterly; and (ii) grants of RSUs equivalent to $2,500 per month, issuable quarterly.

Effective October 22, 2024, the Shayit Consulting Agreement was amended to increase the consulting fee to $60,000 per year in cash, paid quarterly, and remove the RSU grant requirement.

David Hackett – Director

Effective January 1, 2021, David Hackett and the Corporation entered into a consulting agreement (the "Hackett Consulting Agreement"), pursuant to which Mr. Hackett provides services to the Corporation in connection with his directorship. In consideration for such services, Mr. Hackett is entitled to: (i) a consulting

fee of $2,500 per month, payable quarterly; and (ii) grants of RSUs equivalent to $2,500 per month, issuable quarterly.

Effective July 1, 2021, the Hackett Consulting Agreement was amended to increase his consulting fee and RSU entitlement to $2,833.33 per month.

Effective October 22, 2024, the Hackett Consulting Agreement was amended to increase the consulting fee to $68,000 per year in cash, paid quarterly, and remove the RSU grant requirement.

Alison Gordon – Former Director

Effective January 1, 2021, Alison Gordon and the Corporation entered into a consulting agreement (the "Gordon Consulting Agreement"), pursuant to which Ms. Gordon provided services to the Corporation in connection with her directorship. In consideration for such services, Ms. Gordon was entitled to: (i) a consulting fee of $2,500 per month, payable quarterly; and (ii) grants of RSUs equivalent to $2,500 per month, issuable quarterly.

Effective October 22, 2024, the Gordon Consulting Agreement was amended to increase the consulting fee to $60,000 per year in cash, paid quarterly, and remove the RSU grant requirement.

Pension Plan Benefits

The Corporation does not have any pension plans that provide for payments of benefits at, following or in connection with, retirement or provide for retirement or deferred compensation plans for the Named Executive Officers or directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Corporation that are authorized for issuance, under equity compensation plans of the Corporation, as at June 30, 2024, the Corporation's most recently completed fiscal year:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#)	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights ($)	Number of Securities remaining available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans approved by securityholders	833,233 (1)	0.07	37,557,539(1)(2)
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	833,233 (1)	0.07	37,557,539(1)(2)

Notes:

As at June 30, 2024, the Corporation had 833,233 Options issued and outstanding, 550,000 RSUs issued and settled into Common Shares and Nil RSUs outstanding pursuant to the Equity Incentive Plan, inclusive of 133,233 Options issued and outstanding pursuant to the predecessor Stock Option Plan.
As at June 30, 2024, the Corporation had 177,397,825 Common Shares issued and outstanding. The Equity Incentive Plan is a rolling plan that provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Equity Incentive Plan, shall not exceed 20% of the Corporation's issued and outstanding Common Shares from time to time.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, no current executive officer, director or employee or former executive officer, director or employee of the Corporation or of any of its subsidiaries is indebted to the Corporation or any of its subsidiaries or any other entity where the indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed below, to the best of the knowledge of the directors and executive officers of the Corporation, since the commencement of the Corporation's last completed financial year and the commencement of the preceding financial year, no "informed person" (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) of the Corporation, any Nominee, or any associate or affiliate of an informed person, has or had any material interest, direct or indirect, in any transaction or any proposed transaction that has materially affected or will materially affect the Corporation or any of its subsidiaries.

Effective July 17, 2023, the Corporation settled an aggregate quarterly management fee obligation in the amount of $83,750 through the issuance of an aggregate of 1,675,000 Common Shares at a deemed price of $0.05 per Common Share as follows:

Name	Debt Settlement Amount	Price Per Share	Common Shares
238 Ontario	$30,125	$0.05	602,500
IIPAC	$30,125	$0.05	602,500
David Hackett	$8,500	$0.05	170,000
Alison Gordon	$7,500	$0.05	150,000
Maor Shayit	$7,500	$0.05	150,000
Total	$83,750		1,675,000

Effective October 2, 2023, the Corporation settled an aggregate quarterly management fee obligation in the amount of $83,750 through the issuance of an aggregate of 1,675,000 Common Shares at a deemed price of $0.05 per Common Share as follows:

Name	Debt Settlement Amount	Price Per Share	Common Shares
238 Ontario	$30,125	$0.05	602,500
IIPAC	$30,125	$0.05	602,500
David Hackett	$8,500	$0.05	170,000
Alison Gordon	$7,500	$0.05	150,000
Maor Shayit	$7,500	$0.05	150,000
Total	$83,750		1,675,000

On October 30, 2023, the Board, on recommendation from the Compensation Committee, authorized and approved bonuses (together, the "Management Bonuses") in the amount of $756,000 to each of 238 Ontario and 1000 Ontario pursuant to the terms and conditions of the 238 Agreement and 1000 Agreement, respectively. Effective January 5, 2024, to preserve the Corporation's cash, the Corporation settled the Management Bonuses through the issuance of an aggregate 30,240,000 Common Shares at a deemed price of $0.05 per Common Share.

Effective January 9, 2024, the Corporation settled an aggregate quarterly management fee obligation in the amount of $83,750 through the issuance of an aggregate of 1,675,000 Common Shares at a deemed price of $0.05 per Common Share as follows:

Name	Debt Settlement Amount	Price Per Share	Common Shares
238 Ontario	$30,125	$0.05	602,500
1000 Ontario	$30,125	$0.05	602,500
David Hackett	$8,500	$0.05	170,000
Alison Gordon	$7,500	$0.05	150,000
Maor Shayit	$7,500	$0.05	150,000
Total	$83,750		1,675,000

AUDIT COMMITTEE

Pursuant to National Instrument 52-110 – Audit Committees (“NI 52-110”), the Corporation is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Corporation or an affiliate of the Corporation. NI 52-110 requires the Corporation to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

Mandate and Charter

The Board is responsible for reviewing and approving the unaudited interim financial statements, and audited annual financial statements, together with other financial information of the Corporation and for ensuring that management fulfills its financial reporting responsibilities. The Audit Committee meets with the Board to assist the Board in fulfilling this responsibility and reports to the Board their findings.

The Audit Committee assists the Board in fulfilling its responsibilities for oversight of financial and accounting matters. The Audit Committee, among other responsibilities, reviews the financial reports and other financial information provided by the Corporation to regulatory authorities and its Shareholders and reviews the Corporation's system of internal controls regarding finance and accounting including auditing, accounting and financial reporting processes.

In addition, the Audit Committee is responsible for directing the auditors' examination of specific areas, for the selection of the Corporation's independent auditors and for the approval of all non-audit services for which its auditors may be engaged.

Pursuant to NI 52-110, the Audit Committee is required to have a charter, a copy which is attached hereto as Schedule "A".

Composition of the Audit Committee

The Audit Committee is comprised of three members: Igal Sudman, Maor Shayit and David Hackett. Maor Shayit and David Hackett are "independent" within the meaning of NI 52-110, while Mr. Sudman is not due to his officer roles within the Corporation. All the members of the Audit Committee are financially literate as defined by NI 52-110.

Relevant Education and Experience

Igal Sudman – Mr. Sudman is a business development specialist who holds a bachelor's degree from York University and Real Estate Council of Ontario license. Mr. Sudman brings over 20 years of experience in a range of industries from real estate development to technology and cannabis, where he founded and developed several businesses that featured on the Canadian Profit 50. Mr. Sudman is currently the CEO of Ayurcann Inc. (June 2018), an Advisor of Amuka Esports (Sept 2019) and the Founder of Sudman Industries. In addition, Mr. Sudman served as the Chief Compliance Officer at Z Block Chain (November 2016 – November 2017), the Principal at Sudman Industries (1987 – 2020), and co-founded Simcoe Canada Lands (January 2005 – January 2010) and Cupps Coffee Houses (January 1998 – July 2004).

Maor Shayit – Mr. Shayit is a professional executive who holds a bachelor's degree in Business and Managerial Economics from the Peres Academic Centre and brings over 15 years of experience in a wide range of industries, including communications, transportation, beauty and cannabis. Mr. Shayit is a Chief Operating Officer and Chief Marketing Officer of Weed Me, where he is responsible for developing and executing best practices in accordance to the regulator's guidelines. In addition, Mr. Shayit co-founded SIMPER (March 2017 – January 2019) and served as the Vice President of Sales of Metropolitan Movers (November 2011– February 2018).

David Hackett, CPA – Mr. Hackett is a professional executive who holds a Certified Public Accountant and Chartered Accountant designation and holds a bachelor's degree in Economics from Queen's University and Master of Business Administration degree from the Richard Ivey School of Business at the Western

University. Mr. Hackett brings over 20 years of financial and management leadership experience. He has overseen the growth of a number of start-up companies, including dealing with operations, technology, regulatory reporting (in Canada and the U.S.), corporate governance, public financing (in Canada and the U.S.) and mergers and acquisitions activity. In addition, Mr. Hackett served as the Chief Financial Officer of 48North Cannabis Corp. (April 2018 – January 202), Chief Financial Officer of Mavencare Inc. (2017 - 2018), Diversinet Corp. (March 2002 – January 2014) and Chief Financial Officer and Corporate Secretary of Coupon Inc. (October 2014 – January 2017).

Reliance on Certain Exemptions

Since the commencement of the Corporation's most recently completed fiscal year, the Corporation has relied upon the exemption mentioned in Section 6.1 of NI 52-110, the exemption for venture issuers in relation to the requirement that every Audit Committee member be independent. As a "venture issuer", the Corporation is also exempt from Part 5 (Reporting Obligations) of NI 52-110.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed fiscal year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee will review the engagement of the Corporation's auditors to provide non-audit services, as and when required.

External Auditor Fees

The following table summarizes the fees billed to the Corporation for services provided by its external auditors during the fiscal years ended June 30, 2024 and 2023:

Fiscal Year	Audit Fees^{(1)}	Audit Related Fees^{(2)}	Tax Fees^{(3)}	Other Fees^{(4)}	Total Fees
2024	$128,150	Nil	$4,350	Nil	$132,500
2023	$99,000	$8,650	$4,025	Nil	$111,675

Notes:

Aggregate fees billed for the Annual Financial Statements and services normally provided by the external auditor in connection with the Corporation's statutory and regulatory filings.
Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported as "Audit fees."
Aggregate fees billed in each of the last two fiscal years for professional services rendered by the Corporation's external auditor for tax compliance, tax advice, tax planning and assistance with tax for specific transactions.
All other fees.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of management, who are appointed by the Board and who are charged with the day-to-day management of the Corporation. National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201") establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of the Shareholders and contribute to effective and efficient decision making.

Pursuant to NI 58-101, the Corporation is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Board

The Board facilitates its exercise of independent supervision over the Corporation's management through frequent meetings of the Board.

The Board is composed of four directors:

Igal Sudman;
Roman Buzaker;
Maor Shayit; and
David Hackett.

After the Meeting, it is intended that the Board will consist of the directors listed above. NP 58-201 suggests that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as "independent" directors. Under NI 52-110, a director is independent if he or she has no direct or indirect "material relationship" with the Corporation. "Material relationship" is defined as a relationship which could, in the view of a company's board of directors, be reasonably expected to interfere with the exercise of a director's independent judgment. In assessing NP 58-101 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors.

David Hackett and Maor Shayit are independent directors as they do not have a direct or indirect material relationship with the Corporation, are independent of management and are free from any direct or indirect interest and business relationship with the Corporation.

Igal Sudman is not an independent director as he is the Chief Executive Officer of the Corporation, and as such is involved in the management and the day-to-day operations of the Corporation. Roman Buzaker, the Chief Operating Officer and former Chief Financial Officer (until December 2, 2024), is also not independent due to his current role and his status as an executive officer within the past three years.

The Board will take the following additional steps to facilitate its independence:

The Corporation established the Compensation Committee, which is comprised of a majority of independent directors;
The Compensation Committee sets the compensation of the management of the Corporation; and
On operational matters of the Corporation involving the performance of certain members of management who are also Board members, such Board member abstains from participating in said meeting.

In addition, in the event of a conflict of interest at a meeting of the Board, the conflicted director will in accordance with corporate law and in accordance with his or her fiduciary obligations as a director of the Corporation, disclose the nature and extent of his or her interest to the meeting and abstain from voting on or against the approval of such participation.

Governance Committee

The Corporation adopted a Governance Committee to assist the Board in fulfilling its oversight responsibilities with respect to:

developing corporate governance guidelines and principles for Corporation;

identifying individuals qualified to be nominated as members of the Board;
structure and composition of Board committees;
evaluating the performance and effectiveness of the Board; and
executive management succession and development.

The Governance Committee is composed of Igal Sudman, Maor Shayit and David Hackett. Messrs. Shayit and Hackett are "independent" as such term is defined in NI 58-101, while Mr. Sudman is not due to his officer roles within the Corporation.

Directorships

None of the current directors of the Corporation presently serve on the board of directors of any other reporting issuers (or the equivalent) in a Canadian jurisdiction or a foreign jurisdiction.

Board Mandate

The Board has not developed a written mandate. The Board is satisfied that roles and responsibilities are delineated in a satisfactory matter, having regard to various considerations such as (but not limited to) the particular expertise of the directors, their respective availability and independence.

Orientation and Continuing Education

New directors are briefed on the role of the Board and its directors and on the strategic plan, annual and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing corporate policies. Board members are encouraged to meet and communicate with management and the auditors to keep themselves current with the Corporation, industry trends and developments and changes in legislation, with management's assistance. Board members have access to the Corporation's records.

Ethical Business Conduct

Ethical business behavior is of great importance to the Board and management of the Corporation. The Corporation has not formally instituted policies such as a policy on insider trading and a comprehensive code of business ethics and conduct. Board members are required to comply with the conflict-of-interest provisions of the OBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Each director is required to declare the nature and extent of his interest and is not entitled to vote at meetings that involve such conflicts.

The members of the Board understand their responsibility to encourage and promote a culture of ethical and honest business conduct and recognize the importance of:

(a) the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(b) promoting avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
(c) promoting full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files with, or submits to, the securities regulators and in other public communications made by the Corporation;
(d) promoting compliance with applicable governmental laws, rules and regulations;

(e) promoting accountability for adherence to honest and ethical conduct; and
(f) helping to foster a culture of honesty and accountability.

Nomination of Directors

The Board and Governance Committee are responsible for the nomination of directors. With respect to the nomination of directors, the Board and Governance Committee are responsible for establishing the qualifications and skills necessary for members of the Board and procedures for identifying possible nominees who meet this criterion. The Board and Governance Committee are also responsible for establishing an appropriate review and selection process for new nominees to the Board as well as analyzing the needs of the Board relating to current or future vacancies on the Board and identifying and recommending nominees who meet such needs. The identification and recruitment of new directors is carried on informally through business and industry contacts of the Corporation's directors and officers.

Director Term Limits

The Corporation does not have a policy that limits the term of the directors on its Board and has not provided other mechanisms of Board renewal. At this time, the Board does not believe that it is in the best interest of the Corporation to establish term limits on a director's mandate or a mandatory retirement age. The Board is of the opinion that term limits may disadvantage the Corporation through the loss of beneficial contributions of directors who have developed increasing knowledge of the Corporation, its operations, and the industry over a period.

Compensation of Officers and Directors

The Compensation Committee is responsible for assisting the Board in reviewing and approving compensation for the directors and senior management team, as well as reviewing their respective responsibilities, time commitment and risks involved in being an effective director. The Compensation Committee also administers the Corporation's compensation plans, discretionary bonuses and such other compensation plans or structure as adopted by the Corporation from time-to-time, researching and identifying trends in employment benefits as well as establishing and conducting periodic reviews of the Corporation's policies in the area of management benefits and perquisites.

Other Board Committees

Other than the Audit Committee, Governance Committee and Compensation Committee, the Board has no other committees. The directors are regularly informed of or are actively involved in the operations of the Corporation. The scope and size of the Corporation's operations and development does not currently warrant an increase in the size of the Board or the formation of additional committees, however, the Board periodically examines its size and constitution and may from time to time establish ad hoc committees to deal with specific situations.

Assessments

The Board and Governance Committee are responsible for assessing the effectiveness and contributions of the Board as a whole, its committees and individual directors. The Board and Governance Committee's effectiveness assessments are done on an informal basis and are determined by examining a number of factors including, but not limited to, attendance at and participation in meetings, meeting preparedness, ability to communicate ideas clearly and overall contribution to effective Board performance.

ADDITIONAL INFORMATION

Shareholders may obtain additional information in connection with the Corporation on SEDAR+ at www.sedarplus.ca. Alternatively, Shareholders may contact the Corporation by mail at: 1080 Brock Road, Unit 6, Pickering, Ontario L1W 3H3, Attention: Chief Executive Officer to request copies of the Annual Financial Statements and accompanying management's discussion and analysis free of charge.

Financial information regarding the Corporation is provided in the Annual Financial Statements and accompanying management's discussion and analysis.

CERTIFICATION

The undersigned hereby certifies that the contents and the mailing of this Circular to Shareholders has been approved by the Board.

DATED at Toronto, Ontario, this 22nd day of May 2025.

BY ORDER OF THE BOARD

/s/ "Igal Sudman"

Igal Sudman
Chairman, Chief Executive Officer and Corporate Secretary

SCHEDULE "A"

AUDIT COMMITTEE CHARTER

(See attached)

A-2

AYURCANN HOLDINGS CORP.

AUDIT COMMITTEE CHARTER

This charter ("Charter") sets forth the purpose, composition, responsibilities, duties, powers and authority of the Audit Committee ("Committee") of the Board of Directors ("Board") of Ayurann Holdings Corp. ("Corporation").

1. PURPOSE

1.1 The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

(a) financial reporting and disclosure requirements;

(b) ensuring that an effective risk management and financial control framework has been implemented by management of Corporation; and

2. COMPOSITION AND MEMBERSHIP

2.1 The Board will appoint the members ("Members") of the Committee after the annual general meeting of shareholders of Corporation. The Members will be appointed to hold office until the next annual general meeting of shareholders of Corporation or until their successors are appointed. The Board may remove a Member at any time and may fill any vacancy occurring on the Committee. A Member may resign at any time and a Member will cease to be a Member upon ceasing to be a director.

2.2 The Committee will consist of at least three directors, all of who meet the criteria for financial literacy and a majority of who meet the criteria for independence established by applicable laws and the rules of the stock exchange upon which Corporation's securities are listed, including Multilateral Instrument 52-110 - Audit Committees. In addition, each director will be free of any relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

2.3 The Board will appoint one of the Members to act as the Chair of the Committee. The secretary of Corporation ("Corporate Secretary") will be the secretary of all meetings and will maintain minutes of all meetings and deliberations of the Committee. In the absence of the Corporate Secretary at any meeting, the Committee will appoint another person who may, but need not, be a Member to be the secretary of that meeting.

3. MEETINGS

3.1 Meetings of the Committee will be held at such times and places as the Chair may determine, but in any event not less than four (4) times per year. Twenty-four (24) hours advance notice of each meeting will be given to each Member orally, by telephone, by facsimile or email, unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings either in person or by conference call.

3.2 At the request of the external auditors of Corporation, the Chief Executive Officer or the Chief Financial Officer of Corporation or any member of the Committee, the Chair will convene a meeting of the Committee. Any such request will set out in reasonable detail the business proposed to be conducted at the meeting so requested.

3.3 The Chair, if present, will act as the Chair of meetings of the Committee. If the Chair is not present at a meeting of the Committee, then the Members present may select one of their number to act as Chair of the meeting.

3.4 Two Members will constitute a quorum for a meeting of the Committee. Each Member will have one vote and decisions of the Committee will be made by an affirmative vote of the majority. The Chair will not have a deciding or

casting vote in the case of an equality of votes. Powers of the Committee may also be exercised by written resolution signed by all Members.

3.5 The Committee may invite from time to time such persons as it sees fit to attend its meetings and to take part in the discussion and consideration of the affairs of the Committee. The Committee may meet in camera without management at each meeting of the Committee.

3.6 In advance of every regular meeting of the Committee, the Chair, with the assistance of the Corporate Secretary, will prepare and distribute to the Members and others, as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting together with appropriate briefing materials. The Committee may require officers and employees of Corporation to produce such information and reports as the Committee may deem appropriate in order to fulfill its duties.

4. DUTIES AND RESPONSIBILITIES

4.1 Financial Reporting and Disclosure

(a) Review and recommend to the Board for approval, the audited annual financial statements, including the auditors’ report thereon, the quarterly financial statements, management discussion and analysis, financial reports, guidance with respect to earnings per share, any public release of financial information through press release or otherwise, and similar disclosure documents with such documents to indicate whether such information has been reviewed by the Board or the Committee;

(b) Review with management of Corporation and with external auditors significant accounting principles and disclosure issues and alternative treatments under International Financial Reporting Standards (“IFRS”), all with a view to gaining reasonable assurance that financial statements are accurate, complete and present fairly Corporation’s financial position and the results of its operations in accordance with IFRS, as applicable; and,

(c) Review the minutes from each meeting of the disclosure committee, established pursuant to Corporation’s corporate disclosure policy, since the last meeting of the Committee.

4.2 Internal Controls and Audit

(a) Review and assess the adequacy and effectiveness of Corporation’s system of internal control and management information systems through discussions with management and the external auditor to ensure that Corporation maintains:

(i) the necessary books, records and accounts in sufficient detail to accurately and fairly reflect Corporation’s transactions;

(ii) effective internal control systems; and

(iii) adequate processes for assessing the risk of material misstatement of the financial statements and for detecting control weaknesses or fraud.

(b) Satisfy itself that management has established adequate procedures for the review of Corporation’s disclosure of financial information extracted or derived from Corporation’s financial statements;

(c) Satisfy itself that management has periodically assessed the adequacy of internal controls, systems and procedures in order to ensure compliance with regulatory requirements and recommendations;

(d) Review and discuss Corporation’s major financial risk exposures and the steps taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities;

A-3

(e) Review and assess, and in the Committee’s discretion make recommendations to the Board regarding, the adequacy of Corporation’s risk management policies and procedures with regard to identification of Corporation’s principal risks and implementation of appropriate systems to manage such risks, including an assessment of the adequacy of insurance coverage maintained by Corporation; and

(f) Review and assess annually, and in the Committee’s discretion make recommendations to the Board regarding Corporation’s investment policy.

4.3 External Audit

(a) Recommend to the Board a firm of external auditors to be engaged by Corporation;

(b) Ensure the external auditors report directly to the Committee on a regular basis;

(c) Review the independence of the external auditors, including a written report from the external auditors respecting their independence and consideration of applicable auditor independence standards;

(d) Review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(e) Establish and maintain a direct line of communication with Corporation’s external and internal auditors;

(f) Meet in camera with only the auditors, with only management, and with only the members of the Committee;

(g) Review the performance of the external auditors who are accountable to the Committee and the Board as representatives of the shareholders, including the lead partner of the independent auditor’s team;

(h) Oversee the work of the external auditors appointed by the shareholders of Corporation with respect to preparing and issuing an audit report or performing other audit, review or attest services for Corporation, including the resolution of issues between management of Corporation and the external auditors regarding financial disclosure;

(i) Review the results of the external audit and the report thereon including, without limitation, a discussion with the external auditors as to the quality of accounting principles used, any alternative treatments of financial information that have been discussed with management of Corporation, and the ramifications of their use as well as any other material changes. Review a report describing all material written communication between management and the auditors such as management letters and schedule of unadjusted differences;

(j) Discuss with the external auditors their perception of Corporation’s financial and accounting personnel, records and systems, the cooperation which the external auditors received during their course of their review, and availability of records, data and other requested information and any recommendations with respect thereto;

(k) Review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendations to the Board; and

(l) Review annually a report from the external auditors in respect of their internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors.

4.4 Associated Responsibilities

(a) Monitor and periodically review the whistleblower policy and associated procedures for:

(i) the receipt, retention and treatment of complaints received by Corporation regarding accounting, internal accounting controls or auditing matters;
(ii) the confidential, anonymous submission by directors, officers and employees of Corporation of concerns regarding questionable accounting or auditing matters; and
(iii) any violations of any applicable law, rule or regulation that relates to corporate reporting and disclosure, or violations of Corporation’s Code of Business Conduct & Ethics or governance policies;

(b) Review and approve Corporation’s hiring policies regarding employees and partners, and former employees and partners, of the present and former external auditor of Corporation.

4.5 Non-Audit Services

Pre-approve all non-audit services to be provided to Corporation or any subsidiary entities by its external auditors or by the external auditors of such subsidiary entities. The Committee may delegate to one or more of its members the authority to pre-approve non-audit services but pre-approval by such member or members so delegated shall be presented to the full audit committee at its first scheduled meeting following such pre-approval.

4.6 Oversight Function

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that Corporation’s financial statements are complete and accurate or are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of Management and the external auditors. The Committee, the Chair and any Members identified as having accounting or related financial expertise are members of the Board, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of Corporation, and are specifically not accountable or responsible for the day to day operation or performance of such activities. Although the designation of a Member as having accounting or related financial expertise for disclosure purposes is based on that individual’s education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and Board in the absence of such designation. Rather, the role of a Member who is identified as having accounting or related financial expertise, like the role of all Members, is to oversee the process, not to certify or guarantee the internal or external audit of Corporation’s financial information or public disclosure.

5. REPORTING

5.1 The Chair will report to the Board at each Board meeting on the Committee’s activities since the last Board meeting. The Committee will annually review and approve the Committee’s report for inclusion in the management proxy circular. The Corporate Secretary will circulate the minutes of each meeting of the Committee to the members of the Board.

6. ACCESS TO INFORMATION AND AUTHORITY

6.1 The Committee will be granted unrestricted access to all information regarding Corporation and all directors, officers and employees will be directed to cooperate as requested by members of the Committee. The Committee has the authority to retain, at Corporation’s expense, independent legal, financial and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities. The Committee also has the authority to communicate directly with internal and external auditors.

7. REVIEW OF CHARTER

7.1 The Committee will annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration.

A-5

AI assistant

Ayurcann — Proxy Solicitation & Information Statement 2025

46644_rns_2025-06-17_2c02d287-0264-466d-b559-ab6d059960ea.pdf

AYURCANN

REGISTERED SHAREHOLDERS

Appointment of Proxy

Revocation of Proxy

NON-REGISTERED SHAREHOLDERS

Revocation of Voting Instructions

VOTING OF PROXIES

VOTING OF COMMON SHARES AND PRINCIPAL SHAREHOLDERS THEREOF

Record Date

Description of Voting Securities

Quorum

Principal Shareholders

Notes:

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. Financial Statements

2. Election of Directors

Cease Trade Orders

Penalties or Sanctions

Bankruptcies

Elements of Compensation

Compensation Committee

Base Compensation

Equity Incentive Plan

Discretionary Cash Bonus

Risk Analysis

Summary of Director and Named Executive Officer Compensation, Excluding Compensation Securities

Compensation Securities

Exercise of Compensation Securities

Stock Option Plans and Other Incentive Plans

Omnibus Plan

Background and Purpose

Participation Limits

Administration of the Equity Incentive Plan

Eligibility

Types of Awards

RSUs

PSUs

Dividend Equivalents

Black-out Periods

Term

Termination of Employment or Services

Change in Control

Non-Transferability of Awards

Amendments to the Equity Incentive Plan

Anti-Hedging Policy

Employment, Consulting and Management Agreements

Igal Sudman – Chairman, Chief Executive Officer and Corporate Secretary

Maor Shayit – Director

David Hackett – Director

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE

Mandate and Charter

Composition of the Audit Committee

Relevant Education and Experience

Reliance on Certain Exemptions

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Fees

CORPORATE GOVERNANCE

Board

Governance Committee

Directorships

Board Mandate

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Director Term Limits

Compensation of Officers and Directors

Other Board Committees

Assessments

ADDITIONAL INFORMATION

CERTIFICATION

BY ORDER OF THE BOARD

AYURCANN HOLDINGS CORP.

AUDIT COMMITTEE CHARTER

1. PURPOSE

Ayurcann Proxy Solicitation & Information Statement 2025