These materials are important and require your immediate attention. They require shareholders of Entourage Health Corp. to make important decisions. If you are in doubt about how to make such decisions, please contact your financial, legal, tax or other professional advisors. If you are a shareholder of Entourage Health Corp. and require assistance with the procedure for voting, including to complete your form of proxy, please contact Entourage Health Corp.'s transfer agent, TSX Trust Company, at 1-866-600-5869 (toll-free in North America) or at 416-361-0930 (outside North America) or by email at [email protected]. Questions on how to complete the letter of transmittal should be directed to Entourage Health Corp.'s depository, TSX Trust Company, at 1-866-600-5869 (toll-free in North America) or at 416-342-1091 (outside North America) or by email at [email protected].

Entourage

HEALTH CORP

ENTOURAGE HEALTH CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on March 21, 2025

and

MANAGEMENT INFORMATION CIRCULAR

dated February 10, 2025

with respect to an arrangement involving

ENTOURAGE HEALTH CORP.

and

1001095275 ONTARIO INC.

and

2437653 ONTARIO INC.

THE BOARD OF DIRECTORS OF ENTOURAGE HEALTH CORP. UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION SET FORTH IN THIS MANAGEMENT INFORMATION CIRCULAR

Letter to Shareholders

February 10, 2025

Dear Shareholders:

You are invited to attend a special meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares") in the capital of Entourage Health Corp. (the "Corporation") to be held on March 21, 2025 at 1:00 p.m. (Toronto Time) in a virtual only format, via a live audio webcast at https://virtual-meetings.tsxtrust.com/en/1744 (meeting ID: 1744) (password: entourage2025 (case sensitive)) where they can participate, vote, or submit questions during the Meeting.

The Arrangement

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Corporation, 1001095275 Ontario Inc. (the "Purchaser") and 2437653 Ontario Inc. (the "Guarantor"), pursuant to which the Purchaser will acquire all of the issued and outstanding Common Shares (other than those Common Shares owned or beneficially controlled by the Purchaser), at a price of C$0.005 in cash per Common Share (the "Consideration"), subject to the terms and conditions of the arrangement agreement (the "Arrangement Agreement") dated December 30, 2024 among the Corporation, the Purchaser and the Guarantor (the "Arrangement").

Board Recommendation

The board of directors of the Corporation (the "Board") and the special committee of the Board (the "Special Committee") received a verbal opinion on December 27, 2024, which was subsequently confirmed in writing as of December 27, 2024 (together, the "Fairness Opinion") from Evans & Evans, Inc. ("Evans & Evans") to the effect that, as December 27, 2024 and subject to the assumptions, limitations and qualifications contained therein, the Consideration to be received by holders of the Common Shares under the Arrangement is fair, from a financial point of view, to Shareholders (other than the Purchaser and Guarantor).

The Board, having taken into account such factors and matters as it considered relevant, including, among other things, the Fairness Opinion and the unanimous recommendation of the Special Committee comprised solely of independent directors of the Corporation, being Jason Alexander (Chair) and Gail Paech, unanimously determined that (i) the Arrangement is advisable and in the best interest of the Corporation, and (ii) the Consideration to be received by the Shareholders (other than the Purchaser and Guarantor) is fair, from a financial point of view, to the Shareholders (other than the Purchaser and Guarantor). Accordingly, the Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

Reasons for the Recommendation

In making the recommendation to the Board, the Special Committee relied upon a number of substantive and procedural factors, including, among others, those presented below. A full description of the information and factors considered by the Special Committee is located in the accompanying management information circular (the "Circular").

No Viable Strategic Alternative that Provides Shareholder Value. The Arrangement is the only viable strategic option for the Corporation that will result in the Shareholders receiving any value. Based upon the Special Committee's knowledge of the Corporation's business, operations, financial condition and prospects, prior to entering into the Arrangement Agreement, the Special Committee, with the assistance of its financial and legal advisors, assessed the relative benefits and risks of various alternatives to the Arrangement, and concluded that the Arrangement is more favourable to Shareholders than the other strategic alternatives reasonably available to the Corporation, including the status quo. This decision is in part based on years of steadily declining public market sentiment and liquidity with respect to the cannabis sector. As a result, public equity does not currently represent an attractive capital raising avenue for the Corporation as the Corporation seeks to meet its obligations in respect of its current indebtedness. The Board also determined that the Arrangement was in the best interests of the Corporation. If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings (as defined in the Circular). If the transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any of their Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.
Value and Liquidity. The Consideration being offered to Shareholders under the Arrangement is all cash and is not subject to any financing condition, which provides certainty of value and liquidity, offering benefits given the limited trading volume, financial constraints and reduced liquidity in the Common Shares.
Debt Obligations. The Corporation has indebtedness of approximately C$167.6 million under its senior credit agreement and subordinated credit agreements (collectively, the "Credit Agreements") with the Guarantor. While the Corporation is currently in breach of certain financial covenants and other obligations under the Credit Agreements, such breaches are currently waived until the earlier of: (i) the termination of the Arrangement Agreement, (ii) the completion of the Arrangement, and (iii) April 9, 2025, pursuant to a forbearance letter delivered to the Corporation by the Guarantor (the "Forbearance Letter"). In addition, the Corporation has additional secured debt that is subordinated to the Credit Agreements. If the Arrangement is not completed, the Corporation does not foresee being able to meet its obligations in respect of its currently outstanding indebtedness following the expiry of the Forbearance Letter as there are no assurances that the Forbearance Letter will be extended and the Corporation's breaches will continue to be waived. The Consideration provides value to shareholders that is not otherwise available as a result of the Corporation's current indebtedness and financial outlook.
Settlement of Convertible Debentures. In connection with the Arrangement Agreement, the Corporation was able to secure settlement agreements, which have been entered into between the Corporation and the holders of certain convertible debentures, pursuant to which the Corporation has agreed to settle the 9% C$1,013,050 principal amount unsecured convertible debentures of the Corporation for an aggregate amount of C$250,000. No arrangement has been entered into with respect to the C$5,000,000 principal amount loan maturing October 29, 2026 that is owed by a wholly-owned subsidiary of the Corporation, CannTX Life Sciences Inc., to 1217174 Ontario Ltd. pursuant to that certain loan agreement dated as of December 15, 2019, as amended.

Reduced Operating Costs as a Private Issuer. Following completion of the Arrangement, it is anticipated that the Corporation will cease to be a reporting issuer and that the Common Shares will be delisted from the TSXV, FSE and OTCQX, thereby reducing costs relating to securities filings, continuous disclosure reporting, public audit and accounting fees and the maintenance of a stock exchange listing.
Fairness Opinion. On December 27, 2024, Evans & Evans, the Special Committee's independent financial advisor, delivered an oral fairness opinion to the Special Committee, pursuant to which it concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set out therein, as of December 27, 2024, the Consideration to be received by holders of the Common Shares under the Arrangement is fair, from a financial point of view, to Shareholders (other than any Shareholders that are an affiliate of the Purchaser).
Minority Vote and Court Approval. The Arrangement must be approved by (i) 66 2/3% of the votes cast by all of the holders of Common Shares; and (ii) a simple majority of the votes cast by holders of Common Shares after excluding any votes of the Purchaser and Guarantor and any other persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") (collectively, the "Excluded Shareholders"). The Ontario Superior Court of Justice (Commercial List) will also consider the fairness and reasonableness of the Arrangement.
Arrangement Agreement Terms. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee advised by qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including a customary "fiduciary out" allowing the Corporation to enter into a superior proposal in certain circumstances.
Break Fee and Expense Reimbursement. The Special Committee negotiated a break fee payable by the Corporation which is reasonable in the circumstances and only payable in customary and limited circumstances. The Arrangement Agreement also includes expense reimbursement equal to C$500,000 in certain circumstances where the Arrangement Agreement has been terminated.
Support for the Transaction. All of the directors and executive officers of the Corporation as well as certain significant shareholders have entered into voting support agreements representing, in the aggregate, 31.41% of the issued and outstanding Common Shares (on a non-diluted basis), pursuant to which they have agreed to, among other things, vote in favour of the Arrangement at the Meeting.

Voting Support Agreements

The Guarantor, the directors and executive officers of the Corporation and certain significant shareholders (collectively, the "Supporting Shareholders") have each entered into Voting Support Agreements to vote their Common Shares in favour of the Arrangement subject to certain customary exceptions. The Supporting Shareholders hold, collectively, approximately 31.41% of the Common Shares (and approximately 14.71% of the Common Shares after excluding the Common Shares held or controlled by the Excluded Shareholders).

iii

Approval Requirements

The Board has fixed the close of business on February 10, 2025 as the record date (the "Record Date") for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Shareholders at the close of business on the Record Date, or their duly appointed proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated February 4, 2025, as the same may be amended, modified or varied, and MI 61-101, the Arrangement Resolution will require the affirmative vote of:

(a) at least two-thirds of the votes cast by the holders of Common Shares present or represented by proxy and entitled to vote at the Meeting; and
(b) a simple majority of the votes cast by the holders of Common Shares present or represented by proxy and entitled to vote at the Meeting, other than the Excluded Shareholders.

The Arrangement is subject to customary closing conditions for a transaction of this nature, including court and shareholder approval. If the necessary approvals are obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed prior to the end of March 2025, and as a Shareholder, you will receive payment for your Common Shares shortly after closing provided the depository receives your duly completed Letter of Transmittal, together with any other documents required by the depositary.

If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings (as defined in the Circular). If the transaction is completed through CCAA Proceedings (as defined in the Circular), it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any of their Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.

Shareholders should review the accompanying notice of special meeting (the "Notice of Meeting") and Circular, which describes, among other things, the background to the Arrangement as well as the reasons for the determinations and recommendations of the Special Committee and the Board. The Circular contains a detailed description of the Arrangement and includes additional information to assist you in considering how to vote at the Meeting. You are urged to read this information carefully and, if you require assistance, you are urged to consult your financial, legal, tax or other professional advisors.

We are asking you to take two actions.

First, your vote is important regardless of how many Common Shares you own. Shareholders are encouraged to vote in advance of the Meeting. If you are a registered holder of Common Shares as of the Record Date (a "Registered Shareholder"), whether or not you plan to attend the Meeting, to vote your Common Shares at the Meeting, you can either return a duly completed and executed form of proxy (the "Proxy") to the Corporation's transfer agent, TSX Trust Company ("TSX Trust") by mail to Suite 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1 or vote by internet or by fax in accordance with the enclosed instructions or the instructions included with the Proxy, in each case by no later than 1:00 p.m. (Toronto Time) on March 19, 2025, or in the case of any adjournment or postponement of the Meeting, not

less than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of such meeting. If you hold Common Shares through a broker, investment dealer, bank, trust company or other intermediary (a "Non-Registered Shareholder"), you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting.

Second, if the Arrangement is approved and completed, before the Purchaser can pay you for your Common Shares, the depositary will need to receive the applicable Letter of Transmittal completed by you, if you are a Registered Shareholder, or your broker, investment dealer, bank, trust company or other intermediary, if you are a Non-Registered Shareholder. Registered Shareholders must complete, sign, date and return the enclosed Letter of Transmittal. If you are a Non-Registered Shareholder, you must ensure that your intermediary completes the necessary transmittal documents to ensure that you receive payment for your Common Shares if the Arrangement is completed.

VOTE USING THE FOLLOWING METHODS PRIOR TO THE MEETING

| Voting Method | Registered Shareholders
If your Common Shares are held in your name and represented by a physical certificate or DRS Advice | Non-Registered Shareholders
If your Common Shares are held with a broker, bank or other intermediary |
| --- | --- | --- |
| Internet | Go to www.voteproxyonline.com.
Enter the 12-digit control number printed on the form of proxy and follow the instructions on screen. | Follow the instructions provided by your intermediary. |
| Mail | Enter your voting instructions, sign and date the form of proxy and return your completed form of proxy in the enclosed postage paid envelope to:
TSX Trust Company
Suite 301-100 Adelaide Street West,
Toronto, Ontario M5H 4H1 | Enter your voting instructions, sign and date the voting instruction form (“VIF”), and return the completed VIF in the enclosed postage paid envelope. |
| Fax | Enter your voting instructions, sign and date the form of proxy and fax your completed form of proxy to 416-595-9893. | Follow the instructions provided by your intermediary. |

If you have any questions about the information contained in the Circular or require assistance in completing your Proxy, please contact TSX Trust at 1-866-600-5869 (toll-free in North America) or 416-361-0930 (outside North America) or by email at [email protected].

Your vote is important regardless of the number of Common Shares you own. If you are unable to attend the Meeting virtually, we encourage you to take the time now to complete, sign, date and return the enclosed proxy or voting instruction form, as applicable, so that your Common Shares can be voted at the Meeting in accordance with your instructions. If you are a Registered Shareholder, we also encourage you to complete, sign, date and return the enclosed Letter of Transmittal

together with the certificates representing your Common Shares, which will help the Corporation arrange for the prompt payment for your Common Shares if the Arrangement is completed.

On behalf of the Board, we would like to take this opportunity to thank you for the support you have shown as Shareholders of the Corporation.

Yours very truly,

(signed) "George Scorsis"
George Scorsis
Chief Executive Officer & Executive Chairman

(signed) "Jason Alexander"
Jason Alexander
Chair of the Special Committee

Entourage

HEALTH CORP

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of holders ("Shareholders") of common shares (the "Common Shares") of Entourage Health Corp. ("Entourage" or the "Corporation") will be held on March 21, 2025 at 1:00 p.m. (Toronto Time) in a virtual only format where Shareholders may attend and participate in the Meeting via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1744 (meeting ID: 1744) (password: entourage2025 (case sensitive)), for the following purposes:

to consider, and, if deemed advisable, to pass, a special resolution (the "Arrangement Resolution") approving a proposed plan of arrangement involving the Corporation, 2437653 Ontario Inc. (the "Guarantor") and 1001095275 Ontario Inc. (the "Purchaser"), pursuant to Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"), the full text of which is outlined in Appendix A of the accompanying management information circular (the "Circular"); and
to transact such other business as may properly come before the Meeting or any adjournment or postponement(s) thereof.

Specific details of the matters to be put before the Meeting, as identified above, are set forth in the Circular which accompanies and is deemed to form part of this Notice of Special Meeting of Shareholders.

Shareholders of record at the close of business on February 10, 2025 (the "Record Date") are entitled to receive notice of and attend the Meeting and are entitled to one vote for each Common Share registered in the name of such Shareholder in respect of each matter to be voted upon at the Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Corporation before the Meeting or at the Chair's discretion at the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Shareholders who hold Common Shares through a broker, investment dealer, bank, trust company or other intermediary ("Non-Registered Shareholders") who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

Registered Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return to TSX Trust Company ("TSX Trust"), the transfer agent and registrar of the Corporation, the enclosed form of proxy (the "Proxy") or follow the instructions provided on the Proxy to vote. To be effective, a Proxy must be completed and received by TSX Trust by March 19, 2025 by 1:00 p.m. (Toronto Time) or in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of such Meeting. A Proxy can be submitted to TSX Trust either in person, by mail or courier, to Suite 301-100

Adelaide Street West, Toronto, Ontario M5H 4H1; by fax at 416-595-9893; or via the internet at www.voteproxyonline.com, in each case in accordance with the instructions included with the Proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice, and the Chair of the Meeting is under no obligation to accept or reject any particular late Proxy.

Non-Registered Shareholders should carefully follow the instructions provided by their broker or intermediary.

The voting rights attached to the Common Shares represented by a Proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Common Shares will be voted FOR each of the resolutions described in the Circular.

Shareholders who wish to appoint someone other than the management representatives as their proxyholder to attend and participate at the Meeting on his/her/their behalf and vote their Common Shares MUST submit their Proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required to vote at the Meeting and only being able to attend as a guest.

To register a proxyholder to attend and participate at the Meeting, the appointee must register with TSX Trust by 1:00 p.m. (Toronto Time) on March 19, 2025 in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75. TSX Trust will provide the proxyholder with a control number by e-mail after the voting deadline has passed. Without the control number, proxyholders will not be able to participate or vote at the Meeting. It is the responsibility of the Shareholder to advise their proxy (the person they appoint) to contact TSX Trust to request a control number.

A registered Shareholder who has given a Proxy may revoke such Proxy by: (a) depositing an instrument in writing executed by the registered Shareholder or by such Shareholder's attorney duly authorized in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized (i) with TSX Trust in a manner provided under "Information Concerning the Meeting and Voting – How to Revoke a Proxy", not later than 1:00 p.m. (Toronto Time) on March 19, 2025 (or, if the Meeting is adjourned or postponed, not less than 48 hours (Saturdays, Sundays and holidays excepted) prior to the holding of the Meeting); (ii) with the scrutineers of the Meeting, addressed to the attention of the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting, or where the Meeting has been adjourned or postponed, prior to the commencement of the reconvened or postponed meeting on the day of such reconvened or postponed meeting; or (b) in any other manner permitted by law. In addition, if you are a registered Shareholder and intend to be present and vote virtually at the Meeting, you do not need to complete or return your Proxy. If you are a registered Shareholder, voting virtually at the Meeting will revoke any Proxy you completed earlier. If you attend the Meeting but do not vote by ballot, your previously submitted Proxy will remain valid.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an intermediary or broker at any time by written notice to the intermediary in accordance with the instructions received from the intermediary, except that an intermediary may not act on a revocation of a voting instruction form or a waiver of the right to receive meeting materials

and to vote that is not received by the intermediary in sufficient time prior to the Meeting or any adjournment or postponement thereof.

Accompanying this Notice of Meeting is the Circular, the Proxy and a Letter of Transmittal.

Pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated February 4, 2025 (the "Interim Order"), registered Shareholders have been granted the right to dissent in respect of the Arrangement and, if the Arrangement becomes effective, to be paid an amount equal to the fair value of their Common Shares. This dissent right, and the procedures for its exercise, are described in the Circular under "Dissenting Shareholders' Rights". Failure to comply strictly with the dissent procedures described in this Circular will result in the loss or unavailability of any right to dissent. Persons who are beneficial owners of Common Shares registered in the name of an intermediary who wish to dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a beneficial owner of Common Shares desiring to exercise this right must make arrangements for the Common Shares beneficially owned by such Shareholder to be registered in the Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation or, alternatively, make arrangements for the registered holder of such Common Shares to exercise such right to dissent on the Shareholder's behalf. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the Business Corporations Act (Ontario), as modified by the Interim Order and the Plan of Arrangement (as such term is defined in the Circular), may prejudice such Shareholder's right to dissent.

If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings (as defined in the Circular). If the transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any of their Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.

Notice-and-Access

The Corporation is using the notice-and-access provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to distribute this Circular and its accompanying materials ("Notice-and-Access"). This allows the Corporation to post electronic versions of the meeting materials on the Corporation's profile on SEDAR+ at www.sedarplus.ca, on the Corporation's website at https://entouragehealthcorp.com and on the TSX Trust Notice-and-Access website at https://docs.tsxtrust.com/2416 instead of mailing paper copies to Shareholders. Notice-and-Access is more environmentally friendly, reducing the use of paper and certain physical delivery-related emissions, and more cost effective for the Corporation, as it reduces print and mailing costs.

Shareholders still have the right to request paper copies of the meeting materials posted online by the Corporation under Notice-and-Access if they choose. The Corporation will not use the "stratification" procedure for Notice-and-Access, where a paper copy of the meeting materials is provided along with the notice package.

The meeting materials are available under the Corporation's profile on SEDAR+, on the Corporation's website at https://entouragehealthcorp.com and on TSX Trust's Notice-and-Access website at https://docs.tsxtrust.com/2416. The Corporation's transfer agent, TSX Trust, will provide paper copies of

iii

this Circular and its accompanying materials free of charge, for a period of up to one year from the date the Circular is filed on SEDAR+, to any Shareholder who requests them by contacting TSX Trust at 1-866-600-5869 (toll-free in North America) or 416-361-0930 (outside North America) or by email at [email protected]. Shareholders who wish to receive a paper copy of the meeting materials in advance of the Meeting should submit their request to TSX Trust no later than March 12, 2025, to allow themselves sufficient time to receive and review the materials before the proxy submission deadline of 1:00 p.m. (Toronto Time) on March 19, 2025. TSX Trust will send materials within three Business Days of receiving a request if the request is received before the meeting date, or within ten days if received on or after the meeting date. Shareholders should consider contacting TSX Trust and requesting an electronic copy of the materials to ensure they have sufficient time to review the materials, in which case requests should be sent to TSX Trust by March 12, 2025.

Company Shareholders will be sent a paper copy of a notice package under Notice-and-Access by pre-paid mail containing: (i) a notification about the Corporation's use of Notice-and-Access with instructions about how to access the proxy-related materials online, and (ii) for Registered Corporation Shareholders, a form of proxy, or for Beneficial Corporation Shareholders a VIF.

Dated this 10th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF ENTOURAGE HEALTH CORP.

By: (signed) "George Scorsis"
Name: George Scorsis
Title: Chief Executive Officer & Executive Chairman

By: (signed) "Jason Alexander"
Name: Jason Alexander
Title: Chair of the Special Committee

Entourage

HEALTH CORP

ENTOURAGE HEALTH CORP.
250 Elm St, Aylmer, ON N5H 2M8
Tel: +1 (844) 933-3636

MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Entourage Health Corp. (“we”, “us”, “our”, “Entourage”, and the “Corporation”) for use at the special meeting (the “Meeting”) of shareholders of Entourage (the “Shareholders”) to be held on March 21, 2025 at 1:00 p.m. (Toronto Time) virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1744 (meeting ID: 1744) (password: entourage2025 (case sensitive)), and any adjournment or postponement thereof.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth in the “Glossary of Terms”.

The information contained herein is given as of February 10, 2025, except as otherwise stated and except that information in documents incorporated by reference is given as of the dates noted therein.

Currency and Exchange Rates

The cash payments to Shareholders following completion of the Arrangement will be denominated in Canadian dollars.

Registered Shareholders can receive payment of the cash to which they are entitled under the Arrangement in U.S. dollars by making an election to receive “U.S. dollars” on the Letter of Transmittal, in which case each such Registered Shareholder will have acknowledged and agreed that the exchange rate for the Canadian dollar expressed in U.S. dollars will be based on the exchange rate available to the Depositary at its typical banking institution on the date the funds are converted. A Registered Shareholder electing to receive payment of the cash to which it is entitled under the Arrangement made in U.S. dollars will have further acknowledged and agreed that any change to the currency exchange rates of the United States or Canada will be at the sole risk of such Shareholder. Any Registered Shareholder who does not make a U.S. dollar election prior to the Effective Date will receive Canadian dollars.

Cautionary Statements

We have not authorized any person to give any information or make any representation regarding the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular. If any such information or representation is given or made to you, you should not rely on it as being authorized or accurate. For greater certainty, to the extent that any information provided on our website is inconsistent with this Circular, the information provided in this Circular should be relied upon.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. The delivery of this Circular will not, under any circumstances, create any implication or be treated as a representation that there has been no change in the information set out herein since the date of this Circular.

Proxies will be solicited primarily by mail or by any other means the management of Entourage may deem necessary. The Corporation may also reimburse brokers and other persons holding Common Shares in their name, or in the name of nominees for their costs incurred in sending proxy materials to their principals to obtain their proxies.

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and are urged to consult with their own legal, tax, financial or other professional advisors.

The information contained in this Circular concerning the Purchaser and the Guarantor has been provided by the Purchaser and the Guarantor, as applicable, for inclusion in this Circular. Although the Corporation has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser or the Guarantor, as applicable, are untrue or incomplete, the Corporation assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser or the Guarantor, as applicable, to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Corporation.

All summaries of, and references to, the Plan of Arrangement and the Arrangement Agreement in this Circular are qualified in their entirety by the complete text of the Plan of Arrangement and the Arrangement Agreement. Shareholders should refer to the full text of each of the Plan of Arrangement and the Arrangement Agreement for complete details of such documents. A copy of the Arrangement Agreement is available under Entourage's profile on SEDAR+ at www.sedarplus.ca and the Plan of Arrangement is attached as Appendix B to this Circular. You are urged to read the full text of the Plan of Arrangement and the Arrangement Agreement carefully.

Forward-Looking Information

This Circular contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Securities Laws, and the Corporation intends that such forward-looking information be subject to the safe harbours created thereby. Forward-looking information includes all statements other than historical information or statements of current condition. Forward-looking information may relate to the Corporation's future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, or objectives. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "opportunity to", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", "foresees", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. They are not guarantees of future performance and these statements

involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. More particularly and without restriction, this Circular contains forward-looking information regarding: statements and implications about the reasons for, and the anticipated risks and benefits of, the Arrangement for the Shareholders and the Corporation; the ability of the Corporation and the Purchaser to satisfy, in a timely manner, the conditions to, and to complete, the Arrangement; the expectation that the Corporation will cease to be a reporting issuer and that the Common Shares will be delisted from the TSXV and FSE and no longer quoted on the OTCQX following completion of the Arrangement; the timing of the Meeting and the Final Order; the approval process of the Court with regards to the Arrangement; the anticipated timing of the completion of the Arrangement and the steps to be completed in connection with the Arrangement; the exercise of Dissent Rights by Shareholders with regards to the Arrangement; the anticipated expenses in connection with the Arrangement; the anticipated tax treatment of the Arrangement for Shareholders under applicable Laws; the effects of the Arrangement, including the effect on the Corporation if the Arrangement is not completed or completed on different terms than those described in this Circular; the Corporation's future financial outlook and its expectation that it will complete a transaction by way of CCAA Proceedings if the Arrangement is not completed; and other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts.

This forward-looking information expresses, as of the date of the Circular, the estimates, predictions, projections, expectations, or opinions of the Corporation and information concerning the anticipated benefits, future events or results, as well as other assumptions, the Corporation believes are reasonable and appropriate at this time, including, but not limited to, assumptions as to the ability of the Corporation to receive, in a timely manner and on satisfactory terms, necessary Shareholder, Court or TSXV approvals; the ability of the parties to satisfy in a timely manner, the other conditions to the closing of the Arrangement on expected terms; the impact of the Arrangement and the dedication of substantial resources from the Corporation to pursuing the Arrangement; the Corporation's ability to maintain its current business relationships and its current and future operations, financial condition and prospects; and other expectations and assumptions concerning the Arrangement. Anticipated dates may change for a number of reasons, such as the inability to secure the necessary Shareholder and third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement.

Forward-looking information is subject to a number of risks and uncertainties, many of which are beyond the control of the Corporation, the Purchaser and their affiliates, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the failure of the Parties to obtain any necessary Shareholder, Court or TSXV approvals or to otherwise satisfy the conditions to the completion of the Arrangement; failure of the Parties to obtain such approvals or satisfy such conditions in a timely manner; financing risk; the exercise of a large number of Dissent Rights by Shareholders with regards to the Arrangement; failure to realize the expected benefits of the Arrangement; the failure to complete the Arrangement, which could negatively impact the price of the Common Shares or otherwise affect the business of the Corporation; the occurrence of a Material Adverse Effect; the payment by the Corporation to the Purchaser of the Termination Fee if the Arrangement Agreement is terminated in certain circumstances; significant transaction costs or unknown liabilities; general economic, market and business conditions; fluctuations in foreign exchange or interest rates; and other risks and uncertainties identified under the headings "Risk Factors" and "Information Concerning the Corporation" in this Circular. Failure to obtain any necessary Shareholder, Court or TSXV approvals, or the failure of the Parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the

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announcement of the Arrangement and the dedication of substantial resources of the Corporation to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that are anticipated will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Corporation's business, financial condition or results of operation. Shareholders should not place undue reliance on the forward-looking information contained in this Circular. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date thereof, and the Corporation does not undertake or assume any obligation to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable Securities Law. Shareholders should read this entire Circular and consult their own professional advisors to assess the legal issues, risk factors and other aspects of the Arrangement prior to voting their Common Shares.

The list identified herein is not exhaustive of the factors that may affect any of the forward-looking information of the Corporation. Additional risks are further discussed in the Corporation's management's discussion and analysis for the year ended December 31, 2023, as well as Entourage's management's discussion and analysis for the interim period ended September 30, 2024, which have been filed under Entourage's profile on SEDAR+ at www.sedarplus.ca. Copies of these documents are available upon written request to the Corporation, without charge where applicable. Such written request should be directed to the attention of Entourage Health Corp., 250 Elm St, Aylmer, Ontario N5H 2M8, Telephone: 1-888-385-5003, Email: [email protected]. The forward-looking statements and information contained in this Circular are based on the Corporation's expectations, estimates and projections as of the date thereof, and should not be relied upon as representing the Corporation's estimates as of any subsequent date.

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Notice To Shareholders Not Resident in Canada

The Corporation is a corporation organized under the Business Corporations Act (Ontario). The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate and Securities Laws in Canada. Shareholders should be aware that the requirements applicable to the Corporation, the Arrangement and this Circular under applicable Canadian laws may differ from requirements under corporate and securities laws in other jurisdictions. U.S. Shareholders should be aware that this solicitation and the Arrangement are not subject to or pursuant to the U.S. Securities Exchange Act of 1934, as amended and the regulations thereunder. This Circular was neither submitted to, nor reviewed by, the United States Securities and Exchange Commission.

The enforcement of civil liabilities under the securities laws of other jurisdictions outside Canada may be affected adversely by the fact that the Corporation is organized under the Laws of Canada and that certain of its directors and its executive officers are residents of Canada. You may not be able to sue the

Corporation or its directors or executive officers in a Canadian court for violations of foreign securities laws. It may be difficult to enforce against the Corporation a judgment of a court outside Canada.

Shareholders who are foreign taxpayers should be aware that the Arrangement (including the receipt of cash by Shareholders) may be a taxable transaction and may have tax consequences both in Canada and such foreign jurisdiction. The discussion in this Circular is limited to certain Canadian federal income tax issues only and does not address any foreign or other tax consequences. Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated in this Circular.

MANAGEMENT INFORMATION CIRCULAR

Currency and Exchange Rates ... i
Cautionary Statements ... i
Forward-Looking Information ... ii
Notice To Shareholders Not Resident in Canada ... iv

SUMMARY

The Meeting ... 1
Purpose of the Meeting ... 3
Summary of the Arrangement ... 3
Required Shareholder Approvals ... 3
Recommendation of the Special Committee ... 4
Recommendation of the Board ... 4
Parties to the Arrangement ... 8
Background to the Arrangement ... 8
Fairness Opinion ... 9
Source of Funds for the Arrangement ... 9
Voting Support Agreements ... 9
Arrangement Steps ... 9
Stock Exchange Delisting and Reporting Issuer Status ... 11
Interest of Certain Persons in the Arrangement ... 11
Certain Legal Matters ... 11
Arrangement Agreement ... 12
Risks Associated with the Arrangement ... 12
Dissent Rights ... 12
Certain Canadian Federal Income Tax Considerations ... 13
Depositary ... 13

INFORMATION CONCERNING THE MEETING AND VOTING

Purposes of the Meeting ... 14
Solicitation of Proxies ... 14
Record Date ... 14
Registered Shareholders ... 18
Non-Registered Shareholders ... 18
How to Revoke a Proxy ... 20
Voting Shares and Principal Holders Thereof ... 21
Dissent Rights ... 22

THE ARRANGEMENT

Overview ... 22

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Background to the Arrangement ... 22
Recommendation of the Special Committee ... 27
Recommendation of the Board ... 28
Reasons for the Recommendation ... 28
Fairness Opinion ... 32
Source of Funds for the Arrangement ... 40
Voting Support Agreements ... 41
Arrangement Steps ... 41
Interest of Certain Persons in the Arrangement ... 42
Certain Legal Matters ... 45
Expenses of the Arrangement ... 49
Stock Exchange Delisting and Reporting Issuer Status ... 49
Effects on the Corporation if the Arrangement is Not Completed ... 49

ARRANGEMENT MECHANICS ... 50

Depository ... 50
Exchange of Certificates and Corporation DSUs for Cash ... 50
Letter of Transmittal ... 51

ARRANGEMENT AGREEMENT ... 52

Covenants ... 53
Other Covenants ... 61
Representations and Warranties ... 62
Conditions of Closing ... 63
Termination ... 66
Termination Fees ... 68
Purchaser Guarantee ... 70
Injunctive Relief ... 71
Amendments ... 71
Governing Law ... 72
No Liability ... 72

INFORMATION CONCERNING THE CORPORATION ... 72

The Corporation ... 72
General ... 72
Intercorporate Relationships ... 73
Description of Share Capital ... 73
General ... 73
Dividend Policy ... 74
Commitments to Acquire Securities of Entourage ... 74
Previous Purchases and Sales ... 74
Previous Distributions ... 74

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Market for Securities ... 76
Interest of Informed Persons in Material Transactions ... 76
Material Changes in the Affairs of the Corporation ... 76
Aggregate Indebtedness ... 76
Auditor ... 76

INFORMATION CONCERNING THE PURCHASER ... 77
The Purchaser ... 77

RISK FACTORS ... 77
Risks Related to Entourage ... 77
Risks Relating to the Arrangement ... 77

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 81
Holders Resident in Canada ... 82
Holders Not Resident in Canada ... 84

DISSENTING SHAREHOLDERS' RIGHTS ... 85
DEPOSITARY ... 88
QUESTIONS AND FURTHER ASSISTANCE ... 88
LEGAL MATTERS ... 88
ADDITIONAL INFORMATION ... 88
APPROVAL BY THE DIRECTORS ... 90
GLOSSARY OF TERMS ... 91
CONSENT OF EVANS & EVANS, INC. ... 104
APPENDIX A ARRANGEMENT RESOLUTION ... A-1
APPENDIX B PLAN OF ARRANGEMENT ... B-1
APPENDIX C INTERIM ORDER ... C-1
APPENDIX D OBCA DISSENT RIGHTS ... D-1
APPENDIX E FAIRNESS OPINION ... E-1
APPENDIX F APPLICATION ... F-1

SUMMARY

The following is a summary of certain information contained in this Circular. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular and the attached appendices, all of which are important and should be reviewed carefully. Capitalized terms used in this summary without definition have the meanings ascribed to them in the "Glossary of Terms". Shareholders are urged to read this Circular and its appendices carefully and in their entirety.

The Meeting

The Meeting will be held on March 21, 2025 at 1:00 p.m. (Toronto Time) in virtual only format. See "Information Concerning the Meeting and Voting". The Board has fixed the close of business on February 10, 2025 as the Record Date for the purpose of determining Shareholders entitled to receive the notice of and vote at the Meeting.

How to Attend and Participate at the Meeting

The Meeting will be held on March 21, 2025 at 1:00 p.m. (Toronto Time) in a virtual only format, which will be conducted via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1744 (meeting ID: 1744) (password: entourage2025 (case sensitive)). Shareholders will have an equal opportunity to participate at the Meeting regardless of their geographic location.

Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests will be able to listen to and ask questions at the Meeting but not be able to vote at the Meeting. See "Information Concerning the Meeting and Voting".

Registered Shareholders and duly appointed proxyholders who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the applicable requirements set out below under "Information Concerning the Meeting and Voting".

If you are a Registered Shareholder and intend to be present and vote virtually at the Meeting, you do not need to complete or return your proxy. Voting virtually at the Meeting can revoke any proxy you completed earlier upon your request.

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

Type in https://virtual-meetings.tsxtrust.com/en/1744 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on "I HAVE A CONTROL NUMBER/MEETING ACCESS NUMBER".
Enter your 12-digit control number (on your proxy form).
Enter the password: entourage2025 (case sensitive).
Click on "log in" button.

When the polls have been opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

Non-Registered Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
Obtain a control number by contacting TSX Trust by 1:00 p.m. (Toronto Time) on March 19, 2025 by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.
Type in https://virtual-meetings.tsxtrust.com/en/1744 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “I HAVE A CONTROL NUMBER/MEETING ACCESS NUMBER”.
Enter the 12-digit control number provided by [email protected].
Enter the password: entourage2025 (case sensitive).
Click on “log in” button.
When the polls have been opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

If you are a Registered Shareholder and you want to appoint someone else (other than the management representatives) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. The appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

If you are a Non-Registered Shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

Type in https://virtual-meetings.tsxtrust.com/en/1744 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “I AM A GUEST”.

Fill out the registration page required and click join meeting.

If you have any questions or require further information with regard to voting your Common Shares, please contact TSX Trust at 1-866-600-5869 (toll-free in North America) or at 416-361-0930 (outside of North America) or by email at [email protected].

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences, if you wish to do so. It is your responsibility to ensure connectivity for the duration of the Meeting. You should not use Internet Explorer as a browser due to technical incompatibilities and should allow ample time to check into the Meeting online and complete the related procedure.

For more information about accessing and participating in the Meeting online, Shareholders are encouraged to consult the document entitled “Virtual Meeting Guide” available https://entouragehealthcorp.com/.

Purpose of the Meeting

The Meeting will be held for the following purposes:

to consider, and, if deemed advisable, to pass the Arrangement Resolution, the full text of which is outlined in Appendix A of this Circular; and
to transact such other business as may properly come before the Meeting or any adjournment or postponement(s) thereof.

Summary of the Arrangement

The Arrangement Agreement provides for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Common Shares by way of a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "OBCA"), as more particularly described and set forth in the Circular. Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Shareholder, except for any Registered Shareholder who has validly exercised their Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights at the Effective Time (the "Dissenting Shareholders"), will receive C$0.005 in cash per Common Share. A copy of the Plan of Arrangement is attached to this Circular as Appendix B. See "The Arrangement".

Required Shareholder Approvals

In order for the Arrangement to be effected, Shareholders will be asked to consider and, if deemed advisable, approve the Arrangement Resolution and any other related matters at the Meeting. The Arrangement Resolution must be approved by the affirmative vote of:

The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Circular as Appendix A and Appendix B, respectively.

Recommendation of the Special Committee

The Special Committee, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement, the Arrangement Agreement, the Voting Support Agreements and a number of other factors, including, without limitation, those listed under "The Arrangement – Reasons for the Recommendation", and after consulting with Evans & Evans and Mintz and having received the Fairness Opinion (see "The Arrangement – Fairness Opinion"), has unanimously determined: (i) that the Arrangement is advisable and in the best interests of the Corporation; (ii) that the Consideration to be received by the Shareholders (other than the Purchaser and the Guarantor) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser and the Guarantor); (iii) to recommend that the Board approve the Arrangement and the entering into by the Corporation of the Arrangement Agreement; and (iv) to recommend that the Board recommend to Shareholders that they vote FOR the Arrangement Resolution. See "The Arrangement – Recommendation of the Special Committee".

Recommendation of the Board

The Board, having taken into account such factors and matters as it considered relevant including, among other things, the recommendation and report of the Special Committee, which received legal and financial advice, determined that (i) the Arrangement is advisable and in the best interests of the Corporation, and (ii) the Consideration to be received by the Shareholders (other than the Purchaser and the Guarantor) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser and the Guarantor). Accordingly, the Board, unanimously recommends that Shareholders vote FOR the Arrangement Resolution (the "Board Recommendation").

Reasons for the Recommendation

In making its recommendation to the Board, the Special Committee relied upon a number of substantive and procedural factors, including, among others, those presented below:

No Viable Strategic Alternative that Provides Shareholder Value. The Arrangement is the only viable strategic option for the Corporation that will result in the Shareholders receiving any value. Based upon the Special Committee's knowledge of the Corporation's business, operations, financial condition and prospects, prior to entering into the Arrangement Agreement, the Special Committee, with the assistance of its financial and legal advisors, assessed the relative benefits and risks of various alternatives to the Arrangement, and concluded that the Arrangement is more favourable to Shareholders than the other strategic alternatives reasonably available to the Corporation, including the status quo. This decision is in part based on years of steadily declining public market sentiment and liquidity with respect to the cannabis sector. As a result, public equity does not currently represent an attractive capital raising avenue for the Corporation as the Corporation seeks to meet its obligations in respect of its current indebtedness. The Board also determined that the Arrangement was in the best interests of the Corporation. If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings. If the transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any of their Common Shares in connection with

such transaction and such ownership shall be allocated among the secured lenders of the Corporation.

Value and Liquidity. The Consideration being offered to Shareholders under the Arrangement is all cash and is not subject to any financing condition, which provides certainty of value and liquidity, offering benefits given the limited trading volume, financial constraints and reduced liquidity in the Common Shares.
Debt Obligations. The Corporation has indebtedness of approximately C$167.6 million under its senior credit agreement and subordinated credit agreements (collectively, the "Credit Agreements") with the Guarantor. While the Corporation is currently in breach of certain financial covenants and other obligations under the Credit Agreements, such breaches are currently waived until the earlier of: (i) the termination of the Arrangement Agreement, (ii) the completion of the Arrangement, and (iii) April 9, 2025, pursuant to the terms the Forbearance Letter. In addition, the Corporation has additional secured debt that is subordinated to the Credit Agreements. If the Arrangement is not completed, the Corporation does not foresee being able to meet its obligations in respect of its currently outstanding indebtedness following the expiry of the Forbearance Letter as there are no assurances that the Forbearance Letter will be extended and the Corporation's breaches will continue to be waived. The Consideration provides value to shareholders that is not otherwise available as a result of the Corporation's current indebtedness and financial outlook.
Settlement of Convertible Debentures. In connection with the Arrangement Agreement, the Corporation was able to secure settlement agreements, which have been entered into between the Corporation and the holders of certain convertible debentures, pursuant to which the Corporation has agreed to settle the 9% C$1,013,050 principal amount unsecured convertible debentures of the Corporation for an aggregate amount of C$250,000. No arrangement has been entered into with respect to the C$5,000,000 principal amount loan maturing October 29, 2026 that is owed by a wholly-owned subsidiary of the Corporation, CannTX Life Sciences Inc., to 1217174 Ontario Ltd. pursuant to that certain loan agreement dated as of December 15, 2019, as amended.
Reduced Operating Costs as a Private Issuer. Following completion of the Arrangement, it is anticipated that the Corporation will cease to be a reporting issuer and that the Common Shares will be delisted from the TSXV, FSE and OTCQX, thereby reducing costs relating to securities filings, continuous disclosure reporting, public audit and accounting fees and the maintenance of a stock exchange listing.
Fairness Opinion. On December 27, 2024, Evans & Evans, the Special Committee's independent financial advisor, delivered an oral fairness opinion to the Special Committee, pursuant to which it concluded that, as of December 27, 2024, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the arrangement is fair, from a financial point of view, to the Shareholders (other than the Shareholders that are an affiliate of the Purchaser ("Purchaser Affiliated Shareholders")).
Support for the Transaction. All of the directors and executive officers of Entourage as well as certain significant shareholders have entered into voting support agreements representing, in the aggregate, 31.41% of the issued and outstanding Common Shares (on a non-diluted basis),

pursuant to which they have agreed to, among other things, vote in favour of the Arrangement at the Meeting. Such shares represent approximately 14.71% of the Common Shares after excluding the Common Shares held or controlled by the Excluded Shareholders.

Arrangement Agreement Terms. The terms and conditions of the Arrangement Agreement are, in the judgment of the Special Committee, following consultations with its legal advisors, reasonable and were the result of extensive negotiations. In particular:
Limited Conditions to Closing. The Purchaser's obligation to complete the Arrangement is subject to a limited number of conditions that the Special Committee believe are reasonable in the circumstances and the completion of the Arrangement is not subject to a due diligence or financing condition. Any regulatory approval conditions are not anticipated to be cumbersome.
Ability to Change Recommendation. Subject to certain terms and conditions, the Board may change its recommendation to Shareholders regarding the Arrangement in accordance with the Arrangement Agreement and as required in connection with its fiduciary duties.
Special Committee Oversight. The Special Committee, which is comprised entirely of independent directors and was advised by experienced and qualified financial and legal advisors, oversaw, reviewed and considered, and directly participated in the negotiation of the Arrangement and the Arrangement Agreement. The Special Committee and its legal and independent financial advisors engaged in extensive analysis and robust negotiations in an attempt to obtain the best available terms for the Corporation and the Shareholders.
Court and Shareholder Approval Required. Completion of the Arrangement is subject to the following Shareholder and court approvals:
at least two-thirds of the votes cast by all of the holders of Common Shares present or represented by proxy and entitled to vote at the Meeting;
a simple majority of the votes cast by the holders of Common Shares present or represented by proxy and entitled to vote at the Meeting, other than the Excluded Shareholders; and
a determination of the Court that the Arrangement is fair and reasonable, both procedurally and substantively, to Shareholders and other affected persons.
Dissent Rights. Registered Shareholders will be granted the right to dissent with respect to the Arrangement, which provides them with the right to demand payment of the fair value for their Common Shares, as determined by the Court.

In making its recommendation with respect to the Arrangement, the Special Committee also considered a number of potential risks and potential negative factors, which the Special Committee concluded were outweighed by the positive substantive and procedural factors described above, including, among others, the following:

No Continuing Interest of Shareholders. Following completion of the Arrangement, the Corporation will no longer exist as a public company, the Common Shares will be delisted from the TSXV, FSE and OTCQX and the Shareholders will forego any future increase in value that might result from future growth and the potential achievement of the Corporation's long-term plans. However, the Special Committee concluded that, absent the Arrangement, the Shareholders would not have the opportunity to receive value greater than C$0.005 per Common Share, because it was anticipated that the Corporation would seek to complete a transaction by way of CCAA Proceedings.
No Broad Public Sale Process or Auction. The Arrangement Agreement prohibits the Corporation from soliciting alternative transactions between signing the Arrangement Agreement and closing. While the Corporation did have discussions with several potential purchasers and explored a variety of financing alternatives, the Corporation did not conduct a public solicitation process given the Corporation's rapidly deteriorating financial condition, the unlikelihood that such process would be successful given the significant indebtedness owing to the Guarantor, and the unwillingness of the Guarantor to support an alternative transaction unless such indebtedness was satisfied in full.
Risks to the Business of Non-Completion. There are risks to the Corporation if the Arrangement is not completed, including the costs to the Corporation in pursuing the Arrangement, the significant attention required of management to implement the Arrangement and the potential impact on the Corporation's current business operations and relationships (including with future and prospective employees and partners). If the Arrangement does not proceed, the trading price of the Common Shares may decline below C$0.005 per share, and the low historical trading volume of the Common Shares is likely to limit alternative opportunities for liquidity for Shareholders.
Conditions to Closing. Although limited, there are conditions to the obligation of the Purchaser to complete the Arrangement, and certain of the conditions to closing are outside the control of the Corporation. In addition, the Purchaser has the right to terminate the Arrangement Agreement in certain circumstances.
Interim Covenants. The Arrangement Agreement imposes various restrictions on the conduct of the Corporation's business during the period between the entering into of the Arrangement Agreement and the Effective Date.
Interest of Certain Persons. Certain directors of the Corporation and directors and officers of its Subsidiaries own Corporation DSUs that, in accordance with the terms of the Arrangement Agreement, will be transferred to the Corporation in exchange for a cash payment equal to the Consideration. The Special Committee determined that these benefits were not material and do not constitute "collateral benefits" within the meaning of MI 61-101.
Risks of Remaining a Stand-Alone Public Corporation. If the Arrangement Agreement is terminated, there is no assurance that the continued operation of the Corporation under its current business model will yield equivalent or greater value to Shareholders compared to that available under the Arrangement Agreement as the Corporation's ability to continue to fund its growth strategy at an attractive cost of capital is becoming increasingly challenging. In addition, without amended debt terms in relation to all of the Corporation's indebtedness, the Corporation

does not foresee being able to meet its future obligations in respect of its currently outstanding indebtedness.

The Special Committee's recommendation is based upon the totality of the information presented to and considered by it. In light of the variety of factors considered in connection with the Special Committee's evaluation of the Arrangement, the Special Committee did not find it practicable to, and did not attempt to, quantify or otherwise assign any relative weight to the various factors that it considered in making its recommendations. The foregoing factors are not intended to be exhaustive, but include the material factors considered by the Special Committee in making its determinations and recommendations. The above factors are not presented in any order of priority. See "The Arrangement – Reasons for the Recommendation".

Parties to the Arrangement

The Corporation

Entourage is a reporting issuer in each of the provinces of Canada, except Québec, and organized under the laws of Ontario. The Common Shares trade on the TSXV under the symbol "ENTG", on the OTCQX under the symbol "ETRGF" and on the FSE under the symbol "4WE".

The head office of the Corporation is located at 250 Elm St, Aylmer, Ontario N5H 2M8, and the registered office of the Corporation is located at 250 Elm St, Aylmer, Ontario N5H 2M8.

The Corporation is the publicly traded parent company of Entourage Brands Corp., a Cannabis licence holder producing and distributing cannabis products for the medical and adult-use markets. The Corporation owns and operates a fully licensed 26,000F sq. ft. Aylmer, ON processing facility. With its Starseed Medicinal medical-centric brand, the Corporation has expanded its multi-channelled distribution strategy. Starseed's industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, along with employers and union groups, complements the Corporation's direct sales to medical patients. The Corporation's elite adult-use product portfolio includes Color Cannabis, Saturday Cannabis – and now Dime Bag – sold across eight provincial distribution agencies.

The Purchaser

The Purchaser is a corporation organized under the laws of Ontario and was formed for the purposes of entering into the Arrangement. The Purchaser is a related party of the LiUNA Pension Fund of Central and Eastern Canada ("LPFCEC").

Established in 1972, the LPFCEC is one of the fastest growing multi-employer pension funds across Canada. With a diverse investment portfolio and over $12 billion in assets, LPFCEC has yielded positive returns for the plan, and has created many needed institutions across North America through a broad range of investments.

Background to the Arrangement

See "The Arrangement – Background to the Arrangement" for a summary of the main events that led to the execution of the Arrangement Agreement and certain meetings, negotiations, discussions and actions of the Parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

Fairness Opinion

In connection with the Arrangement, Evans & Evans delivered to the Special Committee an oral version of the Fairness Opinion dated December 27, 2024, which provided that, based on the assumptions, limitations and qualifications contained therein, the Consideration to be received by Shareholders (other than the Guarantor and the Purchaser) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

The full written text of the Fairness Opinion is attached as Appendix E to this Circular and is incorporated by reference in its entirety into this Circular. Shareholders are encouraged to read the Fairness Opinion carefully in its entirety. The Fairness Opinion was provided to the Special Committee in connection with their evaluation of the Consideration to be received pursuant to the Arrangement, does not address any other aspect of the Arrangement and does not constitute a recommendation as to how Shareholders should vote or act with respect to the Arrangement. See “The Arrangement – Fairness Opinion”.

Source of Funds for the Arrangement

Required Funds

Based on the purchase price of C$0.005 per Common Share, the Consideration estimated to be payable by the Purchaser for the Common Shares is approximately C$1,541,937 before fees and other transaction expenses. See “The Arrangement – Source of Funds for the Arrangement – Required Funds”.

Voting Support Agreements

All of the directors and executive officers of Entourage, the Guarantor, as well as certain other significant shareholders (collectively, the “Supporting Shareholders”) have each entered into Voting Support Agreements to vote their Common Shares in favour of the Arrangement subject to certain customary exceptions. The Supporting Shareholders hold, collectively, approximately 31.41% of the Common Shares (and approximately 14.71% of the Common Shares after excluding the Common Shares held or controlled by the Excluded Shareholders).

Arrangement Steps

Pursuant to the Arrangement, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

(a) each outstanding Common Share (other than (i) Common Shares held by any Dissenting Shareholder who has validly exercised such holder's Dissent Rights, and (ii) Common Shares owned or beneficially controlled by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the applicable Consideration per Common Share, and

(i) the holder of such Common Share shall cease to have any rights as a Shareholder other than the right to be paid the applicable Consideration per Common Share in accordance with the Plan of Arrangement;

(ii) the name of such holder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

(iii) the Purchaser shall be recorded on the register of holders of Common Shares maintained by or on behalf of the Corporation as the holder of the Common Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(b) each outstanding Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and

(i) such Dissenting Shareholder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Common Shares by the Purchaser in accordance with Article 3 of the Plan of Arrangement;

(ii) the name of such holder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

(c) each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable Option Agreement in relation thereto, without any further action by or on behalf of the holder of such Corporation Option, shall be cancelled and surrendered without any consideration and, with respect to each Corporation Option that is surrendered pursuant to Section 2.3(3) of the Plan of Arrangement, as of the effective time of such surrender: (A) the holder thereof shall cease to be the holder of such Corporation Option, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Option or under the Equity Incentive Plan, (C) such holder's name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled; and

(d) each Corporation DSU that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the applicable Equity Incentive Plan or any applicable DSU Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Corporation DSU, transferred by such holder to the Corporation in exchange for, subject to Section 4.3 of the Plan of Arrangement, a cash payment by the Corporation equal to the Consideration and each such Corporation DSU shall immediately be cancelled and, as of the effective time of such cancellation: (A) the holder thereof shall cease to be the holder of such Corporation DSU, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation DSU or under the Equity Incentive Plan or DSU Agreement, other than the right to receive the consideration to which such holder is entitled pursuant to Section 2.3(4) of the Plan of Arrangement, (C) such holder's name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled.

Stock Exchange Delisting and Reporting Issuer Status

Upon completion of the Arrangement, the Corporation will become a wholly-owned subsidiary of the Purchaser. The Common Shares are currently listed for trading on the TSXV under the symbol "ENTG", on the OTCQX under the symbol "ETRGF" and on the FSE under the symbol "4WE". Following the completion of the Arrangement, the Corporation expects that the Common Shares will be delisted from the TSXV and FSE and no longer quoted on the OTCQX shortly thereafter.

Following the Effective Date, it is expected that the Purchaser will cause the Corporation to apply to cease to be a reporting issuer under the securities legislation of each of the provinces in Canada under which it is currently a reporting issuer (or equivalent) or take or cause to be taken such other measures as may be appropriate to ensure that the Corporation is not required to prepare and file continuous disclosure documents. The Corporation is not a reporting issuer or equivalent under any other jurisdiction outside of Canada.

Interest of Certain Persons in the Arrangement

In considering the recommendations of the Board with respect to the Arrangement, Shareholders should be aware that certain directors and senior officers of the Corporation and its Subsidiaries have certain interests or benefits in connection with the Arrangement as described under "The Arrangement – Interest of Certain Persons in the Arrangement" that may be in addition to, or differ from, those of Shareholders generally in connection with the Arrangement. The Board is aware of these interests and considered them along with other matters described herein. See "The Arrangement – Interest of Certain Persons in the Arrangement".

Certain Legal Matters

Court Approvals

An arrangement under the OBCA requires approval by the Court. To seek the Court's approval, the Application was filed with the Court. On February 4, 2025, the Court granted the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order and the Application are attached to this Circular as Appendix C and Appendix F, respectively.

Securities Law Matters

The protections of MI 61-101, which are intended to regulate certain transactions between a corporation and related parties, generally require enhanced disclosure, approval by a majority of shareholders excluding interested or related parties, and in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors.

The protections of MI 61-101 generally apply to "business combinations" (as defined in MI 61-101). A "business combination" includes, for an issuer, a transaction (including an arrangement), (i) as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder's consent; and (ii) where a person who is a "related party" (as defined in MI 61-101) of the issuer at the time the transaction is agreed to (a) would, as a consequence of the transaction, directly or indirectly, acquire the issuer or the business of the issuer whether alone or with joint actors; (b) is a party to any "connected transaction" (as defined in MI 61-101) to the transaction; or (c) is entitled to receive, directly or indirectly, as a consequence of the transaction, a "collateral benefit" (as defined in MI 61-101).

Regulatory Approvals

The Arrangement is conditional upon receipt of the Mutual Regulatory Approvals and the Purchaser Regulatory Approvals. See "The Arrangement – Certain Legal Matters – Regulatory Approvals".

Arrangement Agreement

On December 30, 2024, the Corporation, the Purchaser and the Guarantor entered into the Arrangement Agreement, pursuant to which it was agreed, among other things, to implement the Arrangement in accordance with and subject to the terms and conditions contained therein and in the Plan of Arrangement. See "Arrangement Agreement" for a summary of the Arrangement Agreement. The full text of the Arrangement Agreement is available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Risks Associated with the Arrangement

Shareholders should consider a number of risk factors relating to the Arrangement and the Corporation in evaluating whether to approve the Arrangement Resolution. These risk factors are discussed herein and/or in certain sections of documents publicly filed, which sections are incorporated herein by reference. See "Risk Factors".

Any failure to complete the Arrangement could materially and negatively impact the trading price of the Common Shares. You should carefully consider the risk factors described in the section "Risk Factors" in evaluating the approval of the Arrangement Resolution. Readers are cautioned that such risk factors are not exhaustive.

Dissent Rights

Registered Shareholders as of the Record Date have been provided with the right to dissent in respect of the Arrangement in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

Registered Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular, including timing deadlines, and comply with the provisions of Section 185 of the OBCA, the full text of which is set out in Appendix D hereto, as modified by the Plan of Arrangement and the Interim Order. See "Dissenting Shareholders' Rights" for further details.

Unless otherwise waived by the Purchaser in its sole discretion, it is a condition to the completion of the Arrangement that Dissent Rights shall not have been validly exercised, and not withdrawn or deemed

to have been withdrawn, with respect to more than 5% of the issued and outstanding Common Shares, excluding, for the purpose of such calculation, Common Shares held by the Purchaser and the Guarantor.

Certain Canadian Federal Income Tax Considerations

Shareholders should carefully read the information in this Circular under “Certain Canadian Federal Income Tax Considerations” which qualifies the information set out below and should consult their own tax advisors.

Shareholders (other than the Purchaser) who are residents of Canada for purposes of the Tax Act will generally have a taxable disposition of their Common Shares under the Arrangement.

Shareholders who are not residents of Canada for purposes of the Tax Act and that do not use or hold, and are not deemed to use or hold, their Common Shares in a business carried on in Canada will generally not be subject to tax under the Tax Act on the disposition of their Common Shares under the Arrangement, provided they do not hold their Common Shares as “taxable Canadian property” (as defined in the Tax Act).

See “Certain Canadian Federal Income Tax Considerations” for a general summary of certain Canadian federal income tax considerations relevant to Shareholders. Such summary is not intended to be legal or tax advice. Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Other Tax Considerations

This Circular does not address any tax considerations of the Arrangement other than certain Canadian federal income tax considerations for Shareholders (other than the Purchaser). Shareholders who are residents in or otherwise subject to tax in jurisdictions other than Canada should consult their tax advisors with respect to the relevant tax implications of the Arrangement, including any associated filing requirements, in such jurisdictions. All Shareholders should also consult their own tax advisors regarding relevant provincial, territorial, local or other tax considerations of the Arrangement.

This Circular does not address any tax considerations of the Arrangement to holders of Incentive Securities. Such holders should consult their own tax advisors with respect to the tax implications of the Arrangement.

Depositary

TSX Trust will act as the Depositary for the receipt of share certificates representing the Common Shares and related Letters of Transmittal and such other documents and instruments as the Depositary may reasonably require, and be responsible for making payment to the Shareholders (other than the Dissenting Shareholders) pursuant to the Plan of Arrangement. See “Depositary”.

INFORMATION CONCERNING THE MEETING AND VOTING

Purposes of the Meeting

The Meeting will be held for the following purposes:

to consider, and, if deemed advisable, to pass the Arrangement Resolution, the full text of which is outlined in Appendix A of this Circular; and
to transact such other business as may properly come before the Meeting or any adjournment or postponement(s) thereof.

Solicitation of Proxies

Management is soliciting the enclosed form of proxy for use at the Meeting and at any adjournment or postponement thereof. The Corporation will bear the cost of soliciting proxies. The Corporation will reimburse brokers, custodians, nominees and other fiduciaries for their reasonable charges and expenses incurred in forwarding proxy materials to beneficial owners of Common Shares. In addition to solicitation by mail, certain of the Corporation's officers and employees may solicit proxies personally or by a means of telecommunication. These persons will receive no compensation beyond their regular salaries for so doing.

Record Date

The Board has fixed the close of business on February 10, 2025 as the record date (the "Record Date") for the purpose of determining Shareholders entitled to receive the Notice of Meeting and vote at the Meeting. See "Voting Shares and Principal Holders Thereof" below for a description of the voting rights attached to the Common Shares.

Date, Time and Place of Meeting

The Meeting will be held on March 21, 2025 at 1:00 p.m. (Toronto Time). In order to provide Shareholders with equal opportunity to participate in the Meeting regardless of geographic location, the Corporation is conducting the Meeting in a virtual only format, offering Shareholders a live audio webcast. Shareholders may attend and participate in the meeting via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1744 (meeting ID: 1744) (password: entourage2025 (case sensitive)).

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, participate, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-Registered Shareholders who have not duly appointed themselves as proxyholder may still attend the Meeting as guests. Guests will be able to listen to and ask questions at the Meeting but will not be able to vote at the Meeting.

As the vast majority of Shareholders typically vote by proxy in advance of Entourage's Shareholder meetings, you are encouraged to vote by proxy ahead of the Meeting. Management requests that you sign and return the enclosed form of proxy or VIF so that your votes are exercised at the Meeting.

Voting by Proxy Before the Meeting

If you are a Registered Shareholder but do not plan to attend the Meeting, you may vote by using a proxy to appoint someone to attend the Meeting as your proxyholder.

What is a Proxy?

A “proxy” is a document that authorizes another person to attend the Meeting and cast votes at the Meeting on behalf of a Registered Shareholder. Each Registered Shareholder has the right to appoint as proxyholder a person or company other than the persons designated by Management in the enclosed form of proxy to attend and act on the Registered Shareholder’s behalf at the Meeting or any adjournment or postponement thereof. If you are a Registered Shareholder, you should use the form of proxy accompanying this Circular. The securities represented by the proxy may be voted or withheld from voting in accordance with the instructions provided on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your securities will be voted accordingly.

Appointment of Proxies

All Registered Shareholders are encouraged to complete and return the enclosed form of proxy. The persons appointed to act under the form of proxy solicited by management are officers of the Corporation. The individuals named in the form of proxy are George Scorsis and Vaani Maharaj. You may authorize the management representatives named in the form of proxy to vote your Common Shares.

You also have the right to appoint another person of your choice (who need not be a Shareholder of the Corporation) to represent you at the Meeting. If you wish to appoint someone else to represent you at the Meeting, you must insert the other person’s name in the blank space provided on the form of proxy. You should notify the other person of the appointment, obtain their consent to act as proxy and instruct them on how your Common Shares are to be voted at the Meeting.

Once you have submitted your proxy appointing someone (other than the management representatives) to represent your votes, you MUST ALSO obtain a control number for the proxyholder to attend the virtual Meeting and act on your behalf not later than 1:00 p.m. (Toronto time) on March 19, 2025. In doing so you will be asked to provide TSX Trust with the required contact information so that TSX Trust may provide the proxyholder with a control number via e-mail. Failure to register the proxyholder and obtain a control number will result in your proxyholder not being able to participate in the virtual Meeting (i.e., vote or submit questions on your behalf). The proxyholder must attend the Meeting to vote your Common Shares. Without a control number, the proxyholder will only be able to attend the virtual Meeting as a guest. If you do not insert a name in the space provided on the form of proxy, the management representatives named above are appointed to act as your proxyholder.

To be valid, proxies must be deposited by:

Mail: Return the completed proxy in the envelope provided by mail to TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, ON, M5H 4H1; or
Fax: Return the completed proxy by faxing it to 416-595-9593; or
Online: Go to www.voteproxyonline.com. Enter the 12-digit control number printed on the form of proxy and follow the instructions on the screen;

not later than 1:00 p.m. (Toronto time) on March 19, 2025, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of such meeting.

How to Attend and Participate at the Meeting

If you are a Registered Shareholder and intend to be present and vote virtually at the Meeting, you do not need to complete or return your Proxy. If you are a Registered Shareholder, voting virtually at the Meeting will revoke any proxy you completed earlier.

If you attend the Meeting online, you should allow for ample time to log in prior to the commencement of the Meeting and complete the related procedure – we recommend logging in at least 15 minutes in advance. While attending the Meeting, you are responsible for maintaining internet connectivity for the duration of the Meeting in order to vote when balloting is commenced and to provide you with an opportunity to submit questions during the Meeting. You should not use Internet Explorer as a browser due to technical incompatibilities.

| REGISTERED SHAREHOLDERS & PROXYHOLDERS: | Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually as set out below. If you are a Registered Shareholder and you want to appoint someone else (other than the management representatives) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. The appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

Registered Shareholders (or their appointed proxyholders) entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

Type in https://virtual-meetings.tsxtrust.com/en/1744 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google search. Do not use Internet Explorer.
Click on “I HAVE A CONTROL NUMBER/MEETING ACCESS NUMBER”.
Enter your 12-digit control number (on your proxy form or the e-mail notification you received from TSX Trust).
Enter the password: entourage2025 (case sensitive).
Click on “log in” button.
When the polls have been opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received. |
| --- | --- |

	If you use your control number to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote at the Meeting.
NON-REGISTERED SHAREHOLDERS:	If you are a Non-Registered Shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

Non-Registered Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
Obtain a control number by contacting TSX Trust by 1:00 p.m. (Toronto Time) on March 19, 2025 by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.
Type in https://virtual-meetings.tsxtrust.com/en/1744 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google search. Do not use Internet Explorer.
Click on “I HAVE A CONTROL NUMBER/MEETING ACCESS NUMBER”.
Enter the 12-digit control number provided by [email protected].
Enter the password: entourage2025 (case sensitive).
Click on “log in” button.
When the polls have been opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received. |
| GUESTS: | Guests can also listen to the Meeting by following the steps below: |

	1. Type in https://virtual-meetings.tsxtrust.com/en/1744 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
	2. Click on “I AM A GUEST”.
	3. Fill out the registration page required and click on the “log in” button to join the meeting.

Registered Shareholders

You are a “Registered Shareholder” if you have a Common Share certificate or DRS Advice issued in your name and as a result, have your name shown on the Corporation’s register of Shareholders kept by our transfer agent, TSX Trust. If you are a Registered Shareholder, you may vote by proxy or during the Meeting virtually with an online ballot (see “Information Concerning the Meeting and Voting – Date, Time and Place of the Meeting”). You also have the option of appointing another person to represent you as proxyholder and vote your Common Shares at the Meeting (see “Information Concerning the Meeting and Voting – Voting by Proxy – Appointment of Proxies”).

Non-Registered Shareholders

You are a non-registered Shareholder if Common Shares beneficially owned by a holder (a “Non-Registered Shareholder”) are registered either:

(a) in the name of an intermediary that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, a bank, trust company, securities dealer or broker, or trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan (an “Intermediary”); or

(b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. or Depository Trust Company).

Only Registered Shareholders, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. If you are a Non-Registered Shareholder, you are entitled to direct how the Common Shares beneficially owned by you are to be voted or you may appoint yourself as proxyholder for the Common Shares you beneficially own, which will entitle you to attend and vote at the Meeting.

In accordance with Canadian Securities Laws, the Corporation has distributed copies of the meeting materials to the Intermediaries for onward distribution to Non-Registered Shareholders. Typically,

Intermediaries will use a service company (such as Broadridge Financial Solutions Inc.) to forward the meeting materials to Non-Registered Shareholders.

The Corporation intends to pay Intermediaries to deliver proxy-related materials to all Non-Registered Shareholders.

If you are a Non-Registered Shareholder, you will receive a VIF with your meeting materials. The purpose of the VIF is to permit you to direct the voting of the Common Shares that you beneficially own. You should follow the procedures set out on the form and contact your Intermediary promptly if you need assistance. Please complete, sign and return the enclosed VIF in accordance with the directions provided. If you wish to change or revoke your voting instructions, please contact your Intermediary.

If you wish to attend the Meeting and vote virtually with an online ballot through the live virtual meeting platform (or have another person attend and vote on your behalf), you must:

(a) insert your name or the name of the individual whom you wish to attend in your stead in the space provided on the VIF, sign and return the VIF in accordance with the directions provided on the form. Do not otherwise complete the form as your vote will be taken at the Meeting; and

(b) no later than 1:00 p.m. (Toronto time) on March 19, 2025, contact TSX Trust by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75 to register for a control number for the Meeting.

For Non-Registered Shareholders who wish to attend virtually and vote at the Meeting, a control number must first be obtained from TSX Trust. The control number will allow you to log in to the live webcast as a proxyholder. Without a control number, you (or your representative) will not be able to ask questions or vote at the Meeting. You should contact your Intermediary well in advance if you wish to participate in the Meeting. The meeting log-in process for Registered Shareholders and proxyholders (including Non-Registered Shareholders who have appointed themselves as proxyholders) is outlined beginning on page 16 of this Circular.

As mentioned above, if you have not appointed yourself or a representative as a proxyholder and wish to attend the Meeting, you may log in as a "guest". If you log in as a guest, you will not be able to vote.

U.S. Non-Registered Shareholders: To attend and vote at the Meeting, you must first obtain a valid legal form of proxy from your broker. Follow the instructions from your broker included with these proxy materials or contact your broker to request a legal form of proxy. Once you have received a valid legal form of proxy, you must submit a copy of the legal proxy to TSX Trust to register yourself to attend the Meeting. Please forward the legal proxy to TSX Trust by mail at 301-100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1 or by e-mail at [email protected]. The request for registration must be labeled "Legal Proxy" and received by TSX Trust not later than 1:00 p.m. (Toronto time) on March 19, 2025. In addition to sending the legal proxy, you must also contact TSX Trust (as described above) to register for a control number for the Meeting.

Please follow the instructions on the document that you have received and contact your Intermediary promptly if you need assistance.

If you are not sure whether you are a Registered Shareholder or a Non-Registered Shareholder or, for additional information regarding submissions of proxies or VIFs before the Meeting, proxy voting

deadline, revocation of proxies and other general Proxy matters, please see “Non-Registered Shareholders” above or contact TSX Trust:

Phone: 1-866-600-5869 (toll-free in North America)
416-361-0930 (from outside North America)

Mail: 301- 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1

E-mail: [email protected]

How to Revoke a Proxy

A Registered Shareholder who has given a proxy may revoke such proxy by: (a) depositing an instrument in writing executed by the Registered Shareholder or by such Shareholder's attorney duly authorized in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized (i) with TSX Trust in a manner provided under “Information Concerning the Meeting and Voting – How to Revoke a Proxy”, not later than 1:00 p.m. (Toronto Time) on March 19, 2025 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the holding of the Meeting); (ii) with the scrutineers of the Meeting, addressed to the attention of the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting, or where the Meeting has been adjourned or postponed, prior to the commencement of the reconvened or postponed meeting on the day of such reconvened or postponed meeting; or (b) in any other manner permitted by law. In addition, if you are a Registered Shareholder and intend to be present and vote virtually at the Meeting, you do not need to complete or return your Proxy. Voting virtually at the Meeting can revoke any proxy you completed earlier upon your request. If you attend the Meeting but do not vote by ballot, your previously submitted proxy will remain valid.

Non-Registered Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their Intermediaries to change their vote and, if necessary, revoke their proxy in accordance with the revocation procedures.

The persons whose names are printed on the form of proxy will vote all the Common Shares in respect of which they are appointed to act in accordance with the instructions given on the form of proxy. In the absence of a specified choice in relation to the Arrangement Resolution, or if more than one choice is indicated, the Common Shares represented by the form of proxy will be voted FOR of the Arrangement Resolution.

The management representatives designated in the enclosed form of proxy have discretionary authority with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting. At the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters.

Notice-and-Access

https://entouragehealthcorp.com instead of mailing paper copies to Shareholders. Notice-and-Access is more environmentally friendly, reducing the use of paper and certain physical delivery-related emissions, and more cost effective for the Corporation, as it reduces print and mailing costs.

The meeting materials are available under the Corporation's profile on SEDAR+ and on the Corporation's website at https://entouragehealthcorp.com. The Corporation's transfer agent, TSX Trust, will provide paper copies of this Circular and its accompanying materials free of charge, for a period of up to one year from the date the Circular is filed on SEDAR+, to any Shareholder who requests them by contacting TSX Trust at 1-866-600-5869 (toll-free in North America) or 416-361-0930 (outside North America) or by email at [email protected]. Shareholders who wish to receive a paper copy of the meeting materials in advance of the Meeting should submit their request to TSX Trust no later than March 12, 2025, to allow themselves sufficient time to receive and review the materials before the proxy submission deadline of 1:00 p.m. (Toronto Time) on March 19, 2025. TSX Trust will send materials within three Business Days of receiving a request if the request is received before the meeting date, or within ten days if received on or after the meeting date. Shareholders should consider contacting TSX Trust and requesting an electronic copy of the materials to ensure they have sufficient time to review the materials, in which case requests should be sent to TSX Trust by March 12, 2025.

Voting Shares and Principal Holders Thereof

As of February 10, 2025, the Corporation has 308,387,453 Common Shares outstanding. Each Common Share carries one vote per share at all meetings of Shareholders. Each holder of the Common Shares of record as of the Record Date will be entitled to vote at the Meeting or any adjournment or postponement thereof, either virtually or by proxy. A quorum for the transaction of business at the Meeting is two persons present virtually or by telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the Meeting and each entitled to vote at the Meeting.

As of February 10, 2025, based on filings made on the System for Electronic Disclosure by Insiders (SEDI), the Guarantor beneficially owns, directly or indirectly, or exercises control or direction over 60,352,965 Common Shares, representing approximately $19.6\%$ of the total votes attached to the Common Shares on an undiluted basis.

To the knowledge of the directors and executive officers of the Corporation, no person other than the Guarantor beneficially owns, directly or indirectly, or exercises control or direction over Common Shares carrying more than $10\%$ of the voting rights attached to the Common Shares which may be voted at the Meeting or any adjournment or postponement thereof.

Dissent Rights

Registered Shareholders have been provided with the right to dissent in respect of the Arrangement Resolution in the manner provided in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. See "Dissenting Shareholders' Rights" for more information.

THE ARRANGEMENT

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below.

In order to become effective, the Arrangement must be approved by:

A copy of the Arrangement Resolution is set out in Appendix A to this Circular. To the knowledge of the Corporation, after reasonable inquiry, of the 308,387,453 Common Shares issued and outstanding as at February 10, 2025, 248,034,488 Common Shares can be voted in respect of the minority approval threshold under MI 61-101. See "The Arrangement – Certain Legal Matters – Securities Law Matters – Minority Vote".

Overview

The Arrangement will be effected pursuant to the terms of the Arrangement Agreement, which provides for, among other things, the acquisition by the Purchaser of all of the Common Shares by way of a statutory plan of arrangement under Section 182 of the OBCA. Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Shareholder, except for the Dissenting Shareholders, will receive C$0.005 in cash per Common Share. Additionally, each Corporation DSU holder will also receive C$0.005 in cash per Corporation DSU.

Background to the Arrangement

The Arrangement Agreement is the result of an arm's length negotiation among the Special Committee of Entourage and the Guarantor and their respective legal advisors. The following is a summary of the background leading up to the announcement of the Arrangement.

Over the past seven years, the Canadian cannabis industry has experienced significant evolution, marked by a shift from initial optimism to challenges that have impacted the value of public companies. Following the legalization of recreational cannabis in 2018, many companies enjoyed inflated valuations driven by investor enthusiasm and rapid market expansion. However, regulatory and taxation hurdles, overproduction, and intense competition soon led to oversupply and falling prices. Additionally, delays in establishing retail infrastructure and challenges in competing with the illicit market further strained profitability. As a result, the share prices of many publicly traded cannabis companies have significantly declined, reflecting broader market consolidation and the need for sustainable business models.

In 2019 and 2020, the Corporation entered into secured credit facilities (collectively, the "Secured Credit Facilities") with each of the Bank of Montreal ("BMO") and the Guarantor, an affiliate of LPFCEC, pursuant to which it borrowed an aggregate of approximately C$69 million to support its growth and operations, reflecting confidence in its prospects at a time of optimism in the cannabis sector. Over the next several years, the Secured Credit Facilities were each amended to provide the Corporation with additional funds and access to capital, however, as public market sentiment for cannabis companies began to decline and industry headwinds intensified, the Corporation found itself unable to generate sufficient revenue or secure additional funding to manage its growing debt load and, by mid-2022, the Corporation was faced with significant liquidity challenges.

In the face of such financial pressures, in mid-2022, the Corporation commenced a strategic review process and, ultimately as a result of such strategic review process, sold its cultivation facility located in Strathroy, Ontario and used the net proceeds from such sale for the partial repayment of the debt outstanding to BMO. This sale and partial repayment was consummated in June 2023. Concurrently with the partial repayment of indebtedness to BMO, the remaining balance of the BMO credit facility, approximately C$14.6 million, was acquired by the Guarantor, removing BMO as a lender, followed by the Guarantor granting a forbearance, thereby allowing the Corporation to avoid defaulting on the former BMO credit facility. Following such transaction, as of June 2023, the Corporation owed approximately C$147.27 million in total to the Guarantor under the Secured Credit Facilities.

Despite the reprieve offered by the Guarantor, in light of the financial and industry pressures that the Corporation continued to face, the Corporation continued the strategic review process to consider all available alternatives that would allow the Corporation to continue as a going concern. In June of 2023, the Board established the Special Committee, comprised of Jason Alexander (Chair) and Gail Paech, to review and evaluate any formal proposals received or prepared by the Corporation and to oversee negotiations respecting any definitive agreements or other documents to be entered into by the Corporation in connection with any potential transaction, including the acquisition of the assets or shares of the Corporation or any reorganization, amalgamation, arrangement, merger, significant investment or similar transaction (a "Potential Transaction") and to oversee the implementation of any Potential Transaction. Following the formation of the Special Committee, Mintz was engaged as corporate counsel to the Corporation and assisted the Special Committee in understanding its duties to the Corporation and the Corporation's stakeholders. In particular, the Special Committee received legal advice regarding the duties and responsibilities of the Board and the Special Committee, and the associated legal requirements, including the application of MI 61-101, related to its consideration of any Potential Transaction or other and strategic alternatives. The Special Committee discussed its obligation to consider the rationale for, and desirability of, any potential strategic transaction, with reference to all available alternatives, including proceeding on an independent basis to pursue the Corporation's long-term strategy or seeking a Potential Transaction that would enhance value for the Shareholders.

Over the following months, the Corporation actively engaged in discussions with a number of leading cannabis companies in Canada regarding a Potential Transaction, which resulted in the receipt of a non-binding indicative expression of interest. However, the parties to the non-binding indicative expression of interest were ultimately unable to agree on deal terms and as such a transaction did not materialize.

Without a reliable source of funding, the Corporation faced material challenges to its continued operations and an inability to repay its ballooning debt load, which resulted in the Corporation ultimately breaching certain financial covenants and obligations under the Secured Credit Facilities as of September 30, 2023. As a result, the Corporation received a forbearance letter from the Guarantor noting the

Corporation in default of the Secured Credit Facilities and temporarily waiving the Corporation's breaches until December 8, 2023, subject to the satisfaction or waiver of certain conditions. In connection with such default, and to advise on the potential options available to the Corporation, the Corporation engaged Ernst & Young as financial advisor and Dentons Canada LLP ("Dentons") as restructuring counsel to consider a potential CCAA Proceeding.

Over the coming months the Corporation worked with its advisors to consider the range of Potential Transactions available to the Corporation, including continuing with the status quo, a potential going private transaction and a CCAA Proceeding. While the Corporation was considering such alternatives, the Guarantor continued to extend the forbearance, waiving the Corporation's breaches under the Secured Credit Facilities, on a rolling basis. The Corporation received extensions of the forbearance on each of (i) December 8, 2023 (until January 15, 2024), (ii) January 15, 2024 (until March 8, 2024), (iii) March 8, 2024 (until April 5, 2024), (iv) April 5, 2024 (until May 3, 2024), (v) May 3, 2024 (until August 2, 2024), (vi) August 2, 2024 (until October 8, 2024), (vii) October 8, 2024 (until October 31, 2024), (viii) October 31, 2024 (until November 29, 2024) and (iv) November 28, 2024 (until January 15, 2025). In connection with such extensions, the Guarantor placed additional information and operational requirements on the Corporation, including the requirement to deliver weekly financial reports to the Guarantor, which detailed the near-term financial needs and proposed spending of the Corporation.

Taking into account the forbearance received, following several meetings of the Special Committee and presentations from management and consultations with the Guarantor, the Special Committee considered a number of options to maintain the Corporation's status as a going concern while providing value to its various stakeholders.

Given the deterioration of the financial condition of the Corporation, in February 2024 the Board, approved a short term incentive plan to assist with the retention of the Corporation's senior management and key personnel until October 2024.

The Corporation was ultimately unable to find a suitable buyer for the Corporation or its assets. As such, the Corporation approached the Guarantor in April 2024 to propose a going-private transaction. The Corporation and its advisors believed that such a transaction would be preferable to a CCAA Proceeding as they believed a CCAA Proceeding would likely be more expensive to undertake and would present significant challenges for retention of executives. As a result of such considerations and continuing discussions with the Guarantor, in early July 2024 the parties ultimately determined that a proposed arrangement to take the Corporation private, while providing some value to stakeholders and avoiding a CCAA Proceeding, may be possible and the Special Committee instructed counsel to begin preparing a definitive arrangement agreement for discussion.

Over the ensuing weeks, the Special Committee met several times with Mintz and Dentons to discuss the status of continuing discussions with the Guarantor, including to advise on the proposed terms to be included in the draft definitive agreement and to discuss the range of potential alternatives available to the Corporation, including the advisability of entering into a transaction as opposed to maintaining the status quo or exploring a CCAA Proceeding. During these discussions, the Special Committee discussed with Mintz and Dentons the Corporation's strategic considerations, its current prospects and future opportunities, economic conditions and borrowing costs, the current financial pressures being faced by the Corporation, and the inability to raise further funds through an asset sale or sale of additional equity.

On July 29, 2024, Mintz delivered an initial draft of the Arrangement Agreement to the Special Committee and management of the Corporation. Over the following days, the Special Committee and

management of the Corporation met with Mintz a number of times to discuss the draft Arrangement Agreement, including the key provisions thereof. On August 2, 2024, Mintz delivered an initial draft of the Arrangement Agreement to Goodmans LLP ("Goodmans"). On August 22, 2024, Mintz received a key issues list from Goodmans setting out a of number initial issues and concerns with respect to the initial draft of the Arrangement Agreement. On August 23, 2024, Mintz met with the Special Committee and management of the Corporation to discuss the issues list. Over the following days, Mintz and Goodmans met to discuss the process moving forward with respect to due diligence and negotiating the Arrangement Agreement and ancillary documents, including to resolve the key items outlined in the issues list.

Concurrently with the review and discussion of the Arrangement Agreement, Mintz and the Special Committee met to discuss, among other things, next steps regarding a Proposed Transaction with the Guarantor (or an affiliate thereof) including the retention of a financial advisor to provide a fairness opinion in respect of any Proposed Transaction. Over the coming days, the Corporation discussed potential financial advisory mandates with a number of potential financial advisors. The Special Committee, with the advice of management, considered the merits of the proposals received from each of the potential financial advisors, including, without limitation, with respect to fee structure, previous relevant experience and familiarity with the market in which the Corporation operates.

After a discussion on the merits of the proposals considered, on September 6, 2024, the Special Committee engaged Evans & Evans as the financial advisor to the Special Committee. With the advice of Mintz, the Special Committee concluded that Evans & Evans was independent and was qualified to prepare the Fairness Opinion based on its experience in similar matters and its understanding of the business of the Corporation. Following negotiation of the terms of the engagement, the Special Committee formally engaged Evans & Evans on September 9, 2024. Concurrently with the negotiation of the terms of engagement, Evans & Evans began to meet with various members of management and to review materials necessary to prepare the Fairness Opinion.

In connection with the Arrangement, and in order to engage with all creditor stakeholders, the Corporation, with the support of the Guarantor, began to approach the holders of the Corporation Convertible Debentures and the CannTx Debt with proposed debt cancellation agreements such that the holders would receive a partial repayment in consideration for the cancellation of such outstanding indebtedness. While the holders of the Corporation Convertible Debentures were unanimously supportive of the Proposed Transaction, 1217174 Ontario Ltd., the lender under the CannTx Debt, was unwilling to agree to a compromise of the CannTx Debt or otherwise support the proposed Arrangement. As a result, the Guarantor indicated that it may be unwilling to proceed with the Arrangement and the parties began to reconsider a potential CCAA Proceeding in lieu of the proposed Arrangement transaction. During October 2024 until mid-November 2024 the Corporation, including representatives of the Special Committee attempted to negotiate a compromise of the CannTx Debt but no agreement could be reached with 1217174 Ontario Ltd. that was acceptable to the Guarantor.

Given the Corporation's continuing financial difficulties, on October 23, 2024, the Guarantor and the Corporation amended one of the Secured Credit Facilities to provide the Corporation with an additional C$2.5 million to be used to fund continuing operations. Following such amendment, the total principal commitment under the Guarantor's credit facility was C$106.4 million and the total amount owing in principal and interest to the Guarantor under the Secured Credit Facilities was approximately C$163.55 million.

From mid-November 2024, to the signing of the Arrangement Agreement on December 30, 2024, the Guarantor and the Corporation continued the negotiation of a proposed Arrangement transaction that would provide some value to the Shareholders and the holders of Corporation Convertible Debentures that

had agreed to the cancellation of such Corporation Convertible Debentures in connection with any such proposed Arrangement. During this time, the Special Committee, management of the Corporation, and their legal and financial advisors met numerous times, to review and consider, in detail, the terms and conditions of various drafts of the Arrangement Agreement and the proposed transaction as a whole, and to discuss the implication of proposed Voting Support Agreements on the willingness of a competing purchaser to present a superior offer to the Board during the term of the Voting Support Agreements and the Board's ability to accept an unsolicited Superior Proposal under the terms and conditions of the Arrangement Agreement. Throughout the negotiations, the Special Committee continued to meet to discuss the terms of the various drafts of the Arrangement Agreement and ancillary documents (including the Plan of Arrangement and the form of Voting Support Agreement) and to obtain the advice of their advisors. In discussing the Arrangement Agreement and the proposed Arrangement with its legal advisors, the Special Committee, among other things, considered the current market price of the Common Shares, the limited liquidity of the Common Shares, the significant and immediate financial pressures faced by the Corporation, the macroeconomic environment and ability of the Corporation to raise further funds (whether through a bond offering, asset sale or equity financing), the likelihood of a CCAA Proceeding if unable to consummate the proposed Arrangement and whether the terms of the proposed Arrangement were in the best interests of the Corporation and its stakeholders. During such meetings, the Special Committee also discussed and considered the anticipated benefits of the Arrangement to the Corporation and its stakeholders and weighed those against the associated risks and alternatives available to the Corporation (including a CCAA Proceeding).

Between mid-November 2024 and December 30, 2024, Mintz and Goodmans continued to exchange drafts of the Arrangement Agreement and negotiate the outstanding terms and the ancillary documents and disclosure schedules. On December 24, 2024, Mintz circulated a proposed near final draft of the Arrangement Agreement to the Special Committee, with a view to finalizing all documents as soon as possible. Later that day, Mintz provided Goodmans with the near final drafts of the Arrangement Agreement and ancillary documents. Mintz (with oversight from the Special Committee) continued to negotiate the final terms of the Arrangement Agreement with Goodmans over the days that followed.

After the close of markets on December 27, 2024, after reviewing a substantially final form of the Arrangement Agreement and ancillary documents, Evans & Evans delivered to the Special Committee, an oral opinion (to be followed by their written opinion) to the effect that, as of December 27, 2024 and based on and subject to the analyses referred to, and assumptions, limitations and qualifications set forth in the Fairness Opinion, the Consideration to be received by the Shareholders (other than the Purchaser and the Guarantor), pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser and the Guarantor). At this meeting, Mintz discussed various key provisions of the Arrangement Agreement, the considerations under MI 61-101 applicable to the Arrangement and answered questions regarding the Arrangement.

Following review and discussion of the proposed transaction by the Special Committee, including the reasons and risks noted under the heading "The Arrangement – Reasons for the Recommendation", and after consulting with legal and financial advisors of the Special Committee and, in particular, taking into account the Fairness Opinion, the Special Committee unanimously determined: (i) that the Arrangement is advisable and in the best interests of the Corporation; (ii) that the Consideration to be received by the Shareholders (other than the Purchaser and the Guarantor) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser and the Guarantor); (iii) to recommend that the Board approve the Arrangement and the entering into by the Corporation of the Arrangement Agreement; and (iv) to recommend that the Board recommend to Shareholders that they vote for the Arrangement Resolution.

Following the meeting of the Special Committee, the full Board convened to receive the recommendation of the Special Committee and to consider the Arrangement, the Arrangement Agreement and matters ancillary thereto. Mr. Alexander presented the Special Committee's recommendations and the reasons for its recommendations. After careful deliberations, the Board unanimously, among other things: (i) determined that the Arrangement is advisable and in the best interests of the Corporation; (ii) determined that the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser and the Guarantor); (iii) authorized the entering into of the Arrangement Agreement and the performance by the Corporation of its obligations thereunder; and (iv) resolved to recommend that the Shareholders vote in favour of the Arrangement.

Following the Special Committee and Board meetings, Mintz and Goodmans prepared the proposed final drafts of the Arrangement Agreement and ancillary documents, all of which were circulated between the parties on December 29, 2024. The parties then proceeded to finalize and enter into the Arrangement Agreement prior to market open on the morning of December 30, 2024.

In connection with the entering into of the Arrangement Agreement, the Guarantor agreed to extend the terms of the forbearance agreement until the earlier of (i) the termination of the Arrangement Agreement; (ii) the completion of the Transaction; and (iii) the Transaction outside date specified within the Arrangement Agreement.

Concurrently with the execution of the Arrangement Agreement, certain Supporting Shareholders, holding an aggregate of approximately 27% of all issued and outstanding Common Shares as of such date (calculated on a non-diluted basis), entered into the Voting Support Agreements (which contain "soft" voting support arrangements that terminate automatically upon the termination of the Arrangement Agreement) with the Purchaser pursuant to which they agreed, among other things, to irrevocably vote in favour of the Arrangement, subject to, and in accordance with the terms of such Voting Support Agreements. Subsequent to the execution of the Arrangement Agreement, additional Supporting Shareholders have entered into Voting Support Agreements such that as of the date of this Circular, Shareholders holding approximately 31.41% of Common Shares have signed Voting Support Agreements.

If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings. If a transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.

Recommendation of the Special Committee

The Special Committee was convened in June of 2023 for the purposes of evaluating potential strategic transactions, including the proposed transaction, and is comprised of the following independent directors: Jason Alexander (Chair) and Gail Paech. Each member of the Special Committee is independent (including of the Guarantor) for purposes of MI 61-101.

The review and assessment of the offer from the Purchaser, which resulted in the Arrangement, was conducted under the supervision of the Special Committee in accordance with its mandate, which authorized the Special Committee, among other things, to: review and evaluate any formal proposals received or prepared by the Corporation and oversee negotiations respecting any definitive agreements or other documents to be entered into by the Corporation in connection with any potential transaction, which

may include the acquisition of the assets or shares of the Corporation or any reorganization, amalgamation, arrangement, merger, significant investment or similar transaction and to oversee the implementation of any such potential transaction.

The Special Committee was also authorized, pursuant to its mandate, to retain professional advisors (including financial and legal advisors) to assist it in its review of the offer and any alternatives thereto.

The Special Committee, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement, the Arrangement Agreement, the Voting Support Agreements and a number of other factors, including, without limitation, those listed under “The Arrangement – Reasons for the Recommendation”, and after consulting with Evans & Evans and Mintz and having received the Fairness Opinion (see “The Arrangement – Fairness Opinion”), has unanimously determined: (i) that the Arrangement is advisable and in the best interests of the Corporation; (ii) that the Consideration to be received by the Shareholders (other than the Purchaser and Guarantor) is fair, from a financial point of view, to the Shareholders (other than the Purchaser and Guarantor); (iii) to recommend that the Board approve the Arrangement and the entering into by the Corporation of the Arrangement Agreement; and (iv) to recommend that the Board recommend to Shareholders that they vote FOR the Arrangement Resolution.

Recommendation of the Board

The Board, having taken into account such factors and matters as it considered relevant including, among other things, the recommendation and report of the Special Committee, which received legal and financial advice, determined that (i) the Arrangement is advisable and in the best interests of the Corporation, and (ii) the Consideration to be received by the Shareholders (other than the Purchaser and Guarantor) is fair, from a financial point of view, to the Shareholders (other than the Purchaser and Guarantor). Accordingly, the Board, unanimously recommends that Shareholders vote FOR the Arrangement Resolution (the “Board Recommendation”).

The Board based its recommendation upon the totality of the information presented to and considered by it in light of the knowledge of members of the Board of the business, financial condition and prospects of the Corporation and after taking into account the advice of the Corporation’s legal and other advisors.

Reasons for the Recommendation

With the assistance of its independent financial advisor and its legal advisors, the Special Committee carefully considered a number of factors relating to the Arrangement, including those listed below. The Special Committee’s recommendation is based upon the totality of the information presented to and considered by it. In light of the variety of factors considered in connection with the Special Committee’s evaluation of the Arrangement, the Special Committee did not find it practicable to, and did not attempt to, quantify or otherwise assign any relative weight to the various factors that it considered in making its recommendations.

In making its recommendation to the Board, the Special Committee relied upon a number of substantive benefits and procedural safeguards associated with the Arrangement, including, among others, the following factors:

No Viable Strategic Alternative that Provides Shareholder Value. The Arrangement is the only viable strategic option for the Corporation that will result in the Shareholders receiving any value. Based upon the Special Committee's knowledge of the Corporation's business, operations, financial condition and prospects, prior to entering into the Arrangement Agreement, the Special Committee, with the assistance of its financial and legal advisors, assessed the relative benefits and risks of various alternatives to the Arrangement, and concluded that the Arrangement is more favourable to Shareholders than the other strategic alternatives reasonably available to the Corporation, including the status quo. This decision is in part based on years of steadily declining public market sentiment and liquidity with respect to the cannabis sector. As a result, public equity does not currently represent an attractive capital raising avenue for the Corporation as the Corporation seeks to meet its obligations in respect of its current indebtedness. The Board also determined that the Arrangement was in the best interests of the Corporation. If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings. If the transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any of their Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.
Value and Liquidity. The Consideration being offered to Shareholders under the Arrangement is all cash and is not subject to any financing condition, which provides certainty of value and liquidity, offering benefits given the limited trading volume, financial constraints and reduced liquidity in the Common Shares.
Debt Obligations. The Corporation has indebtedness of approximately C$167.6 million under its senior credit agreement and subordinated credit agreements (collectively, the "Credit Agreements") with the Guarantor. While the Corporation is currently in breach of certain financial covenants and other obligations under the Credit Agreements, such breaches are currently waived until the earlier of: (i) the termination of the Arrangement Agreement, (ii) the completion of the Arrangement, and (iii) April 9, 2025, pursuant to the terms of the Forbearance Letter. In addition, the Corporation has additional secured debt that is subordinated to the Credit Agreements. If the Arrangement is not completed, the Corporation does not foresee being able to meet its obligations in respect of its currently outstanding indebtedness following the expiry of the Forbearance Letter as there are no assurances that the Forbearance Letter will be extended and the Corporation's breaches will continue to be waived. The Consideration provides value to shareholders that is not otherwise available as a result of the Corporation's current indebtedness and financial outlook.
Settlement of Convertible Debentures. In connection with the Arrangement Agreement, the Corporation was able to secure settlement agreements, which have been entered into between the Corporation and the holders of certain convertible debentures, pursuant to which the Corporation has agreed to settle the 9% C$1,013,050 principal amount unsecured convertible debentures of the Corporation for an aggregate amount of C$250,000. No arrangement has been entered into with respect to the C$5,000,000 principal amount loan maturing October 29, 2026 that is owed by a wholly-owned subsidiary of the Corporation, CannTX Life Sciences Inc., to 1217174 Ontario Ltd. pursuant to that certain loan agreement dated as of December 15, 2019, as amended.

Reduced Operating Costs as a Private Issuer. Following completion of the Arrangement, it is anticipated that the Corporation will cease to be a reporting issuer and that the Common Shares will be delisted from the TSXV, FSE and OTCQX, thereby reducing costs relating to securities filings, continuous disclosure reporting, public audit and accounting fees and the maintenance of a stock exchange listing.
Fairness Opinion. On December 27, 2024, Evans & Evans, the Special Committee's independent financial advisor, delivered an oral fairness opinion to the Special Committee, pursuant to which it concluded that, as of December 27, 2024, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the arrangement is fair, from a financial point of view, to the Shareholders (other than the Shareholders that are an affiliate of the Purchaser ("Purchaser Affiliated Shareholders")).
Support for the Transaction. All of the directors and executive officers of Entourage as well as certain significant shareholders have entered into voting support agreements representing, in the aggregate, 31.41% of the issued and outstanding Common Shares (on a non-diluted basis), pursuant to which they have agreed to, among other things, vote in favour of the Arrangement at the Meeting. Such shares represent approximately 14.71% of the Common Shares after excluding the Common Shares held or controlled by the Excluded Shareholders.
Arrangement Agreement Terms. The terms and conditions of the Arrangement Agreement are, in the judgment of the Special Committee, following consultations with its legal advisors, reasonable and were the result of extensive negotiations. In particular:
Limited Conditions to Closing. The Purchaser's obligation to complete the Arrangement is subject to a limited number of conditions that the Special Committee believe are reasonable in the circumstances and the completion of the Arrangement is not subject to a due diligence or financing condition. Any regulatory approval conditions are not anticipated to be cumbersome.
Ability to Change Recommendation. Subject to certain terms and conditions, the Board may change its recommendation to Shareholders regarding the Arrangement in accordance with the Arrangement Agreement and as required in connection with its fiduciary duties.
Special Committee Oversight. The Special Committee, which is comprised entirely of independent directors and was advised by experienced and qualified financial and legal advisors, oversaw, reviewed and considered, and directly participated in the negotiation of the Arrangement and the Arrangement Agreement. The Special Committee and its legal and independent financial advisors engaged in extensive analysis and robust negotiations in an attempt to obtain the best available terms for the Corporation and the Shareholders.
Court and Shareholder Approval Required. Completion of the Arrangement is subject to the following Shareholder and court approvals:
at least two-thirds of the votes cast by all of the holders of Common Shares present or represented by proxy and entitled to vote at the Meeting;

○ a simple majority of the votes cast by the holders of Common Shares present or represented by proxy and entitled to vote at the Meeting, other than the Excluded Shareholders; and

○ a determination of the Court that the Arrangement is fair and reasonable, both procedurally and substantively, to Shareholders and other affected persons.

Dissent Rights. Registered Shareholders will be granted the right to dissent with respect to the Arrangement, which provides them with the right to demand payment of the fair value for their Common Shares, as determined by the Court.

No Continuing Interest of Shareholders. Following completion of the Arrangement, the Corporation will no longer exist as a public company, the Common Shares will be delisted from the TSXV, FSE and OTCQX and the Shareholders will forego any future increase in value that might result from future growth and the potential achievement of the Corporation's long-term plans. However, the Special Committee concluded that there was a risk, absent the Arrangement, that Shareholders would not have the opportunity to receive value greater than C$0.005 per Common Share if the Corporation remained an independent public company.
No Broad Public Sale Process or Auction. The Arrangement Agreement prohibits the Corporation from soliciting alternative transactions between signing the Arrangement Agreement and closing. While the Corporation did have discussions with several potential purchasers and explore a variety of financing alternatives, the Corporation did not conduct a public solicitation process given the Corporation's rapidly deteriorating financial condition, the unlikelihood that such process would be successful given the indebtedness owing to the Guarantor and the unwillingness of the Guarantor to support an alternative transaction unless such indebtedness was satisfied in full.
Risks to the Business of Non-Completion. There are risks to the Corporation if the Arrangement is not completed, including the costs to the Corporation in pursuing the Arrangement, the termination of the Forbearance Letter, the significant attention required of management to implement the Arrangement and the potential impact on the Corporation's current business operations and relationships (including with future and prospective employees and partners). If the Arrangement does not proceed, the trading price of the Common Shares may decline below C$0.005 per share, and the low historical trading volume of the Common Shares is likely to limit alternative opportunities for liquidity for Shareholders.
Conditions to Closing. Although limited, there are conditions to the obligation of the Purchaser to complete the Arrangement, and certain of the conditions to closing are outside the control of the Corporation. In addition, the Purchaser has the right to terminate the Arrangement Agreement in certain circumstances.

Interim Covenants. The Arrangement Agreement imposes various restrictions on the conduct of the Corporation's business during the period between the entering into of the Arrangement Agreement and the Effective Date.
Interest of Certain Persons. Certain directors of the Corporation and directors and officers of its Subsidiaries own Corporation DSUs that, in accordance with the terms of the Arrangement Agreement, will be cancelled in exchange for Common Shares and such Common Shares will be acquired by the Purchaser. The Special Committee determined that these benefits were not material and do not constitute "collateral benefits" within the meaning of MI 61-101.
Risks of Remaining Stand-Alone Public Corporation. If the Arrangement Agreement is terminated, there is no assurance that the continued operation of the Corporation under its current business model will yield equivalent or greater value to Shareholders compared to that available under the Arrangement Agreement as the Corporation's ability to continue to fund its growth strategy at an attractive cost of capital is becoming increasingly challenging.

The foregoing factors are not intended to be exhaustive, but include the material factors considered by the Special Committee in making its determinations and recommendations. The Special Committee did not consider it practicable to, and did not, assign specific weights to any of the factors considered in reaching their determinations and recommendations, and individual members of the Special Committee may have given different weights to different factors. The above factors are not presented in any order of priority.

Fairness Opinion

In determining that the Arrangement is in the best interests of the Corporation and fair to the Shareholders (other than the Guarantor and the Purchaser), the Special Committee considered, among other things, the Fairness Opinion prepared by Evans & Evans.

The following includes a summary of the Fairness Opinion, and such summary is qualified in its entirety by, and should be read in conjunction with, the full text of the Fairness Opinion which sets forth, among other things, the assumptions made, procedures followed, matters considered and the limitations and qualifications on the review undertaken by Evans & Evans. Shareholders are encouraged to read the Fairness Opinion carefully and in its entirety. The Fairness Opinion does not constitute a recommendation to any Shareholder as to whether such Shareholder should vote in favour of the Arrangement. The Fairness Opinion is attached as Appendix E and incorporated by reference into this Circular.

The Fairness Opinion was provided for the sole use of the Special Committee and may not be used by any other person or relied upon by any other person other than the Special Committee and the Board, or used for any other purpose, without the express prior written consent of Evans & Evans.

Background

On December 27, 2024, at the request of the Special Committee, Evans & Evans orally delivered its Fairness Opinion, which was subsequently confirmed in writing. The Fairness Opinion provides the same conclusions and opinions, in writing, as of December 27, 2024.

Engagement of Evans & Evans and Professional Fees

Evans & Evans was first contacted by the Special Committee about a potential engagement in September of 2024, and the Special Committee formally engaged Evans & Evans on September 9, 2024, pursuant to the Engagement Letter. Under the terms of the Engagement Letter, Evans & Evans was engaged by the Special Committee to prepare and deliver to the Special Committee: an opinion as to whether the Consideration to be received is fair, from a financial point of view, to the Shareholders (other than the Purchaser and the Guarantor) (the "Fairness Opinion").

The terms of the Engagement Letter provide for the payment of a fixed professional fee by the Corporation upon delivery to the Special Committee of the Fairness Opinion and reimbursement for Evans & Evans' reasonable out-of-pocket expenses. None of the fees payable to Evans & Evans are contingent upon the conclusions reached by Evans & Evans in the Fairness Opinion or on the completion of the Arrangement.

The terms of the Engagement Letter provide that Evans & Evans will provide its services in a professional and objective manner. The terms of the Engagement Letter provide that Evans & Evans will receive a fee for the delivery of the Fairness Opinion (regardless of its conclusions) to the Special Committee. In addition, the Corporation has agreed to indemnify Evans & Evans in respect of certain liabilities that might arise out of its engagement and to reimburse it for its reasonable expenses, including reasonable and documented out-of-pocket disbursements such as bank fees, credit card charges at a rate of 3%, travel, lodging, meals, telephone charges and courier services. No part of Evans & Evans' fee is contingent upon the conclusions reached in the Fairness Opinion, or the completion of the Arrangement or any other transaction.

Credentials of Evans & Evans

Evans & Evans is a Canadian boutique investment banking firm with offices and affiliates in Canada, the United States and Asia. It offers a range of independent and advocate services including mergers & acquisitions advice, valuation and fairness opinions, business due diligence, business planning and market research. Since 1989, Evans & Evans has worked in a broad range of sectors locally, regionally and internationally. As chartered business valuators and accredited senior appraisers, Evans & Evans is actively involved in the areas of business valuation as well as goodwill impairment testing and the allocation of goodwill and intangible assets on a firm's balance sheet. This information relating to Evans & Evans was provided by Evans & Evans.

The Fairness Opinion represents the opinion of Evans & Evans, the form and content of which have been approved for release by a committee of senior Evans & Evans personnel who are collectively experienced in merger and acquisition, divestiture, restructuring, valuation, fairness opinion and capital markets matters.

Independence of Evans & Evans and Relationships with Interested Parties

Neither Evans & Evans nor any "affiliated entity" (as defined in MI 61-101) of Evans & Evans: (i) is an "issuer insider", "associated entity" or "affiliated entity" (as those terms are defined in MI 61-101) of the Guarantor or any other "interested party" (as defined in MI 61-101 for purposes of a "business combination" as defined in MI 61-101) in the Arrangement (the Guarantor and any other "interested party" are each an "interested party" and collectively, the "interested parties" within the meaning of MI 61-101); (ii) acts as a advisor to an interested party in respect of the Arrangement; (iii) is the external auditor of the Corporation

or of an interested party; (iv) has a material financial interest in the completion of the Arrangement; (v) has a material financial interest in future business under an agreement, commitment or understanding involving the Corporation, an interested party or an associated or affiliated entity of the Corporation or an interested party; (vi) during the 24 months before Evans & Evans was first contacted by the Corporation in respect of the Arrangement, has (a) had a material involvement in an evaluation, appraisal or review of the financial condition of an interested party or an associated or affiliated entity of an interested party, (b) had a material involvement in an evaluation, appraisal or review of the financial condition of the Corporation or an associated or affiliated entity of the Corporation, if the evaluation, appraisal or review was carried out at the direction or request of any interested party or paid for by an interested party, (c) acted as a lead or co-lead underwriter of a distribution of securities by an interested party, or acted as a lead or co-lead underwriter of a distribution of securities by the Corporation if the retention of the underwriter was carried out at the direction or request of an interested party or paid for by an interested party, (d) had a material financial interest in a transaction involving an interested party, or (e) had a material financial interest in a transaction involving the Corporation; or (vii) is (x) a lead or co-lead lender or manager of a lending syndicate in respect of the Arrangement, or (y) a lender of a material amount of indebtedness in a situation where an interested party or the Corporation is in financial difficulty and where the transaction would reasonably be expected to have the effect of materially enhancing the lender's position.

Scope of Review

The scope of review, matters considered, reviews undertaken and assumptions, limitations, restrictions and other qualifications of the Fairness Opinion are set forth in the full text of the Fairness Opinion attached as Appendix E.

In connection with rendering its Fairness Opinion, Evans & Evans reviewed and relied upon, or carried out, among other things, the following:

(a) Interviewed members of management on numerous occasions to gain an understanding of Entourage's history and plans going forward.

(b) Interviewed the Special Committee to gain an understanding of the corporate rationale for the Arrangement.

(d) Reviewed Entourage's consolidated financial statements for the years ended December 31, 2020 to 2023 as audited by MNP LLP, Chartered Professional Accountants of Toronto, Ontario and unaudited financial statements for the nine months ended September 30, 2024.

(e) Reviewed Entourage's Management Discussion and Analysis for the year ended December 31, 2023, three months ended March 31, 2024, six months ended June 30, 2024 and nine months ended September 30, 2024.

(f) Reviewed the financial projections of the Corporation for the years ended December 31, 2024 to 2026 as provided by management.

(g) Reviewed the organization chart of Entourage prepared by the management of the Corporation.

(h) Reviewed the list of shareholders as of December 31, 2023 as provided by the management of the Corporation.

(i) Reviewed Entourage Brands Corp.'s Health Canada license effective as of October 3, 2023.

(j) Reviewed Entourage Brands Corp.'s correspondence related to the renewal of cannabis license under the Excise Act, 2001 dated June 13, 2024.

(k) Reviewed the Supply and Manufacturing Agreement between 2682130 Ontario Limited and Entourage dated August 31, 2021.

(l) Reviewed the Processing Services Agreement between Entourage Brands Corp. and 2368523 Ontario Limited dated May 1, 2024.

(m) Reviewed the Master Services and Supply Agreement between Entourage Brands Corp. and ANC Inc. dated April 29th, 2024, and the related amendment agreement dated June 24, 2024.

(n) Reviewed the Master Cannabis Supply Agreement between Ontario Cannabis Retail Corporation and Entourage dated April 8, 2021 and Amending Agreement to Master Cannabis Supply Agreement Insurance Requirements dated April 25, 2023.

(o) Reviewed the Brand Licensing Agreement and the amendment to the agreement between Irwin Naturals Cannabis Inc., and Entourage Brands Corp. dated August 3, 2022, and June 11, 2024, respectively.

(p) Reviewed the Brand Licensing Agreement and the amendment to the agreement between MM Technology Holdings, LLC and WeedMd Inc., dated July 31, 2020, and April 18, 2022, respectively.

(q) Reviewed the Credit Agreement between WeedMD Rx Inc. and Bank of Montreal dated March 29, 2019, and the amendments to the agreement dated (i) July 25, 2019; (ii) September 17, 2019; (iii) June 30, 2020; (iv) September 30, 2020; (v) October 18, 2021; (vi) December 23, 2021; (vii) March 30, 2022; (viii) May 31, 2022; and (ix) June 30, 2022.

(r) Reviewed the Amended and Restated Credit Agreement between Entourage Brands Corp. and Bank of Montreal dated October 28, 2022, and the amendment to the agreement dated December 30, 2022.

(s) Reviewed the Sale and Assignment of Debt and Security between Bank of Montreal and 2437653 Ontario Inc. dated June 26, 2023.

(t) Reviewed the Term Credit Agreement Second Amendment between WeedMD Rx Inc., Entourage and 2437653 Ontario Inc. dated December 23, 2021.

(u) Reviewed the Term Credit Agreement Third Amendment between WeedMD Rx Inc., Entourage and 2437653 Ontario Inc. dated April 28, 2022.

(v) Reviewed the Term Credit Agreement Fourth, Fifth and Sixth Amendment between Entourage Brands Corp., Entourage and 2437653 Ontario Inc. dated June 27, 2022, June 30, 2022, October 28, 2022, respectively.

(w) Reviewed the Amended and Restated Term Credit Agreement between Entourage Brands Corp., Entourage and 2437653 Ontario Inc. dated January 31, 2023.

(x) Reviewed the consent to acquisition of CannTx Life Sciences Inc. and Extension of Conversion dated October 29, 2021, and amendments dated (i) December 23, 2021; (ii) April 28, 2022; (iii) June 27, 2022; (iv) June 30, 2022; (v) October 28, 2022; and (vi) January 31, 2023.

(y) Reviewed Entourage's summary of litigation/claims report Q2 2024.

(z) Reviewed the primary directors and officers liability insurance quotation issued by HDI Global Specialty SE - Canadian Branch, dated August 19, 2024.

(aa) Reviewed the Data License Agreements between Entourage Brands Corp. and the following (i) Wild Card Cannabis Incorporated dated April 1, 2023; and (ii) Nova Cannabis Analytics Limited Partnership.

(bb) Reviewed the Data License, Training & Education Agreements between Entourage Brands Corp. and (i) We Store Inc. dated August 1, 2023; (ii) Mary J's Cannabis Inc. dated November 1, 2022; (iii) Lucid Cannabis AB Inc. dated February 1, 2023; (iv) Famous Flower Cannabis Co dated August 1, 2023; and (v) 2759054 Ontario Inc. dated July 1, 2022.

(cc) Reviewed the Cabanalytics Data License Agreement between High Tide Inc., and Entourage Brands Corp. dated August 1, 2023, and its amendment dated September 19, 2023.

(dd) Reviewed the Data Services Agreement between Kiaro Digital Ltd. and Entourage Brands Corp. dated April 1, 2022.

(ee) Reviewed the lease agreements between WeedMD Inc. and the following (i) The Court House Block Inc. dated November 20, 2019; and (ii) H3G Developments Corp. dated November 22, 2022.

(ff) Reviewed the following agreements between Solid Packaging Robotik Group Inc and Entourage Brands Corp. (i) equipment rental agreement dated January 31, 2023; (ii) installments sales addendum dated August 17, 2023; (iii) financing agreement dated March 27, 2024; and (iv) installments sales addendum dated August 17, 2023.

(gg) Reviewed the Master Sales Agreement between Entourage Brands Corp. and Mera Cannabis Corp. dated July 10, 2023.

(hh) Reviewed the Assignment and Assumption Agreement between Entourage Brands Corp. and Hexo Operations Inc. dated September 12, 2023.

(ii) Reviewed the following agreements between Olli Brands Inc. and Entourage: (i) private label - wholesale agreement dated January 24, 2022; (ii) amendment to the private label - wholesale agreement dated November 3, 2023; and (iii) quality agreement dated March 4, 2022.

(jj) Reviewed the Cannabis Products Supply Agreement between Entourage Brands Corp. and the following (i) GreenSeal Cannabis Company, Ltd. dated August 15, 2022; (ii) Heritage Cannabis dated August 15, 2022; (iii) Regal Cannabis Ltd. dated August 15, 2022; (iv) Sitka Weed Works dated August 15, 2022; (v) Tricanna Industries Inc. dated August 18, 2022; (vi) Enterprise Teedy Inc. dated January 17, 2024; (vi) Remidose Aerosols Inc. dated August 29, 2023; (vii) Agripharm Corp. dated June 13, 2024; and (viii) Auxly Charlottetown Inc. dated March 9, 2022;

(kk) Reviewed the Supply Agreement between Entourage Brands Corp. and Hexo Operations Inc. dated November 15, 2022.

(II) Reviewed the Equipment Purchase Agreement between Entourage Brands Corp. and Mera Cannabis Corp. dated April 11, 2024.

(mm) Reviewed the security clearance request under the Cannabis Act which had been granted to the following: (i) Paramjit Bajwa; (ii) Patrick Scanlon; and (iii) Chad Shaddock.

(nn) Reviewed the Services Agreement between the following: (i) Entourage Brands Corp. and Budvue Media Inc. dated January 22, 2024; (ii) Imagis Inc and Entourage dated August 10, 2023; (iii) 2765928 Ontario Ltd. and Entourage Brands Corp. dated March 11, 2021; and (iv) 12656809 Canada Inc. and Entourage Brands Corp. dated July 3, 2024.

(oo) Reviewed the Delivery Services agreement between Entourage Brands Corp. and Delta 9 Logistics Inc. dated February 23, 2024;

(pp) Reviewed the Shipper Broker Agreement between Entourage Brands Corp. and (i) Kanalink Limited dated February 7, 2023; and (ii) Trans-Pro Logistics Inc. dated February 7, 2023

(qq) Reviewed the Master Agreement for LP partner between Entourage Brands Corp. and HelloMD Corporation dated May 20, 2022.

(rr) Reviewed the Reseller Agreement between National Cannabis Distribution and Entourage Brands Corp. dated March 1, 2024.

(ss) Reviewed the Distribution Agreement between Entourage Brands Corp. and 10926671 Canada Ltd. dated February 16, 2024.

(tt) Reviewed the Sale, Distribution and Marketing Agreement between Rose Lifescience Inc. and Entourage Brands Corp. dated July 28, 2020.

(uu) Reviewed the Loan Agreement between 1217174 Ontario Ltd. and CannTx Life Sciences Inc. dated December 15, 2019 and the amendment to the agreement dated February 2021.

(vv) Reviewed the list of all registered trademarks and certificates of registration of the following trademarks: (i) weekend cannabis with registration date November 2, 2023; (ii) bower therapy with registration date October 24, 2022; (iii) bower with registration date October 24, 2022; (iv) CannTx with registration date March 29, 2022; (v) weekend cannabis company with registration date November 2, 2023; (vi) Dime Bag with registration date December 9, 2021; (vii) grow forth with registration date December 7, 2022; (viii) high road cannabis with registration date March 19, 2024; (ix) royal city cannabis cooperative with registration date July 19, 2024; (x) solidus standard with registration date September 7, 2022; (xi) solidus with registration date September 7, 2022; (xii) syndicate: your go-to medical cannabis marketplace with registration date June 14, 2022; (xiii) SteadyStem with registration date June 17, 2022; (xiv) Steadystem Solutions with registration date June 17, 2022; (xv) syndicate logo with registration date July 5, 2024; (xvi) syndicate with registration date June 14, 2024; (xvii) syndicate cannabis with registration date June 14, 2024; (xviii) color logo with registration date February 12, 2024; (xix) color cannabis with registration date February 12, 2024; (xx) Saturday cannabis company with registration date January 11, 2022; (xxi) entourage absolute with registration date January 11, 2022; (xxii) entourage total with registration date January 11, 2022; (xxii) entourage with registration date January 11, 2022; and (xxiii) entourage plus with registration date January 11, 2022.

(ww) Reviewed the Subscription Agreements of the non-brokered private placement of offering convertible debentures issued by CannTx Life Sciences Inc. total amount of C$1.24 million dated March 31, 2021, and the related amendment agreement dated July 2022.

(xx) Reviewed the employment offers and change of terms of employment documents of employees of Entourage and Starseed Holdings Inc.

(yy) Reviewed Entourage's 2019 omnibus equity incentive compensation plan and amended and restated omnibus equity incentive compensation plan.

(zz) Reviewed the Letter of Grant in relation to the payment of equity issuances in deferred share units of Entourage issued to the directors of the Corporation.

(aaa) Reviewed Entourage's Performance Share Unit Agreements grant letters.

(bbb) Reviewed the draft of the Arrangement Agreement, as provided by management.

(ccc) Reviewed stock market trading data and financial information on the following companies: Entourage Health Corp., Aurora Cannabis Inc., Auxly Cannabis Group Inc., C21 Investments Inc., CanadaBis Capital Inc., Cresco Labs Inc., Digicann Ventures Inc., Flora Growth Corp., Green Thumb Industries Inc., Jushi Holdings Inc., New Leaf Ventures Inc., Red White & Bloom Brands Inc., SNDL Inc., StateHouse Holdings Inc., Tilary Brands, Inc., TransCanna Holdings Inc., and Vireo Growth Inc.

(ddd) Reviewed the trading price of the Corporation on the TSXV for the period between April 1, 2024, and December 24, 2024.

(eee) Reviewed merger and acquisition data related to cannabis companies.

(fff) Reviewed the Corporation's press releases for the 18 months preceding the date of the Fairness Opinion.

(ggg) Reviewed information on the Corporation's market from a variety of sources.

Assumptions and Limitations

In accordance with the Engagement Letter, Evans & Evans has relied upon, and has assumed the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by it from public sources or provided by Entourage or its affiliates or any of their respective officers, directors, consultants, advisors or representatives (the "Information").

Senior officers of Entourage represented to Evans & Evans that, among other things: (i) the Information (other than estimates or budgets) provided orally by, an officer or employee of Entourage or in writing by Entourage (including, in each case, affiliates and their respective directors, officers, consultants, advisors and representatives) to Evans & Evans relating to the Corporation or the Arrangement, for the purposes of the Engagement Letter, including in particular preparing the Fairness Opinion was, at the date the Information was provided to Evans & Evans, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of the Corporation, its affiliates or the Arrangement and did not and does not omit to state a material fact in respect the Corporation, its affiliates or the Arrangement that is necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; (ii) with respect to portions of the Information that constitute financial estimates or budgets, they have been fairly and reasonably presented and reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Corporation or its associates and affiliates as to the matters covered thereby and such financial estimates and budgets reasonably represent the views of management of the Corporation; and (iii) since the dates on which the Information was provided to Evans & Evans, except as disclosed in writing to Evans & Evans, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Corporation or any of its affiliates and no material change has occurred in the Information or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Fairness Opinion.

In preparing the Fairness Opinion, Evans & Evans has made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to Evans & Evans, all of the conditions required to implement the Arrangement will be met, all consents, permissions, exemptions or orders of relevant third parties or regulating authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Arrangement are valid and effective and that the disclosure provided or (if applicable) incorporated by reference in any documents provided to Shareholders with respect to Entourage and the Arrangement will be accurate in all material respects and will comply with the requirements of applicable law. Evans & Evans also made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Evans & Evans and any party involved in the Arrangement. Although Evans & Evans believes that the assumptions used in preparing the Fairness Opinion are appropriate in the circumstances, some or all of such assumptions may nevertheless prove to be incorrect.

Fairness Opinion

In considering the fairness, from a financial point of view, to the Shareholders (other than the Guarantor and the Purchaser), of the Consideration to be received by such Shareholders pursuant to the

Arrangement, Evans & Evans reviewed, considered and relied upon or carried out, among other things, those items listed under “Scope of Review” as well as (i) the Fairness Opinion; and (ii) such other information, investigations and analyses considered necessary or appropriate in the circumstances.

Pursuant to the Arrangement, Shareholders, would receive consideration equivalent to C$0.005 per Common Share.

Fairness Conclusion

Based upon and subject to the analyses, assumptions, qualifications and limitations discussed in the Fairness Opinion, and such other matters as Evans & Evans considered relevant, Evans & Evans is of the opinion that, as of December 27, 2024, the Consideration to be received by Shareholders (other than the Guarantor and the Purchaser) under the Arrangement is fair, from a financial point of view, to such Shareholders.

Source of Funds for the Arrangement

Required Funds

As of the date of this Circular, 308,387,453 Common Shares are issued and outstanding all of which are to be purchased by the Purchaser pursuant to the Arrangement.

Based on the purchase price of C$0.005 per Common Share, the aggregate Consideration estimated to be payable by the Purchaser for the Common Shares (other than Common Shares held by the Purchaser) is approximately C$1,541,937 before fees and other transaction expenses.

As of the date of this Circular, 20,020,162 Corporation DSUs are issued and outstanding all of which are to be transferred to the Corporation in exchange for a cash payment of C$0.005 per Corporation DSU.

It is anticipated that the Consideration for the Common Shares will be satisfied by the Purchaser through cash on hand at the time of Closing. The Purchaser may fund a portion of the Consideration for the Common Shares by way of a credit facility with a third-party lender to be entered into shortly before closing. The terms of any potential debt financing including, but not limited to, the identity of the lender, the conditions of the loan, the circumstances under which the loan must be repaid, or the proposed method of repayment have not yet been finalized.

It is anticipated that the Consideration for the Corporation DSUs will be satisfied by the Corporation through cash on hand.

The Guarantor

The Guarantor is a wholly-owned subsidiary of LPFCEC, organized under the laws of the province of Ontario.

Established in 1972, LPFCEC is one of the fastest growing multi-employer pension funds across Canada. With a diverse investment portfolio and over $12 billion in assets, LPFCEC has yielded positive returns for the plan, and has created many needed institutions across North America through a broad range of investments.

Voting Support Agreements

The Supporting Shareholders, collectively holding, directly or indirectly, or exercising control or direction over an aggregate of 96,849,640 Common Shares, representing approximately 31.41% of the Common Shares (and approximately 14.71% of the Common Shares after excluding the Common Shares held or controlled by the Excluded Shareholders), have entered into the Voting Support Agreements pursuant to which they have agreed, subject to the terms thereof and among other things, to vote all of their Common Shares in favour of the Arrangement Resolution.

The Voting Support Agreements between the Purchaser, the Corporation and each of the Supporting Shareholders automatically terminate upon the earliest of (i) the Effective Time; or (ii) termination of the Arrangement Agreement in accordance with its terms.

In addition, each Voting Support Agreement may be terminated: (i) at any time on mutual written agreement by the parties; or (ii) by the Shareholder if, absent prior written consent of the Shareholder, the Arrangement Agreement is amended in a manner that decreases the amount or changes the form of consideration payable under the Arrangement.

The form of Voting Support Agreement entered into between the Purchaser, the Corporation and the Supporting Shareholders is filed under the Corporation's profile on SEDAR+ at www.sedarplus.ca. The preceding is only a summary of the Voting Support Agreements and is qualified in its entirety by reference to the full text of the form of Voting Support Agreement.

Arrangement Steps

(ii) the name of such holder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

(b) each outstanding Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred

without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and

(ii) the name of such holder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

The Arrangement will become effective on the date shown on the Certificate giving effect to the Arrangement in accordance with the OBCA.

Interest of Certain Persons in the Arrangement

In considering the recommendation of the Special Committee and the Board with respect to the Arrangement, Shareholders should be aware that certain directors and executive officers of the Corporation and its Subsidiaries may have interests in connection with the Arrangement that differ from, or are in

addition to, the interests of Shareholders generally, which may present them with actual or potential conflicts of interest in connection with the Arrangement. The Special Committee and the Board are aware of these interests and considered them when making their recommendation. See "Certain Legal Matters – Securities Law Matters" for information concerning benefits to be received by the directors and certain officers of the Corporation upon completion of the Arrangement.

Other than as disclosed in this Circular, to the knowledge of the directors and executive officers of the Corporation, no director or executive officer of the Corporation or its Subsidiaries, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement.

All of the benefits received, or to be received, by directors, officers or employees of the Corporation and its Subsidiaries as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of the Corporation or its Subsidiaries. No benefit has been, or will be, conferred for the purpose of increasing the value of the Consideration payable to any such person for the Common Shares held by such persons and no Consideration is, or will be, conditional on the person supporting the Arrangement.

Change of Control Benefits

There are no change of control benefits payable upon the Closing of the Arrangement under any employment, consulting or any other agreements between the Corporation and any of its directors or officers, as none of the employees or consultants of the Corporation have any change of control benefits.

Corporation Options

As of the Record Date, the directors and executive officers of the Corporation and its subsidiaries and certain employees of its subsidiaries held, in the aggregate, 850,000 Corporation Options. The outstanding Corporation Options held by such directors and executive officers have exercise prices ranging from C$0.40 to C$0.85. If the Arrangement is consummated, in accordance with the terms of the Plan of Arrangement, each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable Option Agreement in relation thereto, without any further action by or on behalf of the holder of such Corporation Option, shall be cancelled and surrendered without any consideration.

Corporation DSUs

As of the Record Date, the directors and executive officers of the Corporation held 20,020,162 Corporation DSUs. If the Arrangement is consummated, in accordance with the terms of the Plan of Arrangement, each Corporation DSU that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the applicable Equity Incentive Plan or any applicable DSU Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Corporation DSU, transferred by such holder to the Corporation in exchange for, subject to Section 4.3 of the Plan of Arrangement, a cash payment by the Corporation equal to the Consideration. Consequently, an aggregate cash payment of approximately C$100,101 will be paid to the directors and executive officers of the Corporation in respect of the issued and outstanding Corporation DSUs.

Consideration Received by Directors and Officers

The following table sets out the names and positions of the directors and executive officers of the Corporation as of February 10, 2025, the number of Common Shares and Corporation DSUs owned or over which control or direction was exercised by each such director or executive officer of the Corporation and, where known after reasonable inquiry, by their respective associates or affiliates and the consideration to be received for such Common Shares, and Corporation DSUs pursuant to the Arrangement.

Name and Position	Common Shares	Estimated amount of Consideration to be received in respect of Common Shares	Corporation DSUs	Total estimated amount of consideration to be received (subject to applicable withholdings)
George Scorsis (CEO and Director)	492,878	$2,464	912,872	$4,564
Vaani Maharaj (CFO)	Nil.	Nil.	210,000	$1,050
Joseph Mele (CCO)	93,470	$467	220,000	$1,100
James Afara (COO)	997,404	$4,987	220,000	$1,100
Jason Alexander (Director)	102,025	$510	4,730,269	$23,651
Gail Paech (Director)	37,500	$187	4,704,457	$23,522
Bruce Croxon (Director)	Nil.	Nil.	4,478,573	$22,393

Continuing Insurance Coverage for Directors and Executive Officers of the Corporation

The Arrangement Agreement provides that, all rights to indemnification and exculpation existing in favour of the present and former directors and officers of the Corporation and its Subsidiaries as provided in their respective Constating Documents, by contracts or agreements, and any directors' and officers' insurance now existing in favour of such officers and directors shall survive the completion of the Arrangement (or, with respect to such insurance, be replaced with substantially equivalent rights from another provider of at least equivalent standing to the current provider) and shall continue in full force and effect (either directly or via run-off insurance or insurance provided by an alternative provider of at least equivalent standing to the current provider) for a period of not less than six years from the Effective Date and the Purchaser hereby undertakes to ensure that this covenant shall remain binding upon their successor and assigns.

Intentions of Directors and Executive Officers

Pursuant to the Voting Support Agreements, all directors and executive officers of the Corporation who hold securities of the Corporation have agreed, among other things, to vote their Common Shares FOR the Arrangement Resolution. See “The Arrangement – Voting Support Agreements”.

Certain Legal Matters

Implementation of the Arrangement and Timing

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective:

(a) The required Shareholders’ approvals must be obtained;
(b) The Court must grant the Final Order approving the Arrangement;
(c) All conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived (if permitted) by the appropriate Party; and
(d) The Articles of Arrangement, prepared in the form prescribed by the OBCA and signed by an authorized director or officer of the Corporation, must be filed with the Registrar and a Certificate issued related thereto.

Except as otherwise provided in the Arrangement Agreement, the Corporation will file the Articles of Arrangement with the Registrar as soon as reasonably practicable after the satisfaction or, where permitted, waiver of the conditions set forth in the Arrangement Agreement (other than those which by their nature are to be satisfied at the Effective Date) unless another time or date is agreed to by the Purchaser and the Corporation.

It is currently anticipated that the Arrangement will be completed in March 2025. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the Application for the Final Order. As provided under the Arrangement Agreement, the Arrangement cannot be completed later than April 9, 2025, without triggering termination rights under the Arrangement Agreement, unless such Outside Date is extended to a later date in accordance with the terms of the Arrangement Agreement.

If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings. If the transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.

Court Approvals

An arrangement of a company under the OBCA requires approval by the Court. To seek the Court’s approval, the Application was filed with the Court. On February 4, 2025, the Court granted the Interim Order

providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order and the Application are attached to this Circular as Appendix C and Appendix F, respectively.

If the Arrangement Resolution is approved by Shareholders at the Meeting in the manner required by the Interim Order, the Corporation will apply to the Court to obtain the Final Order (the "Application for Final Order"). The hearing of the Application for a Final Order is scheduled to take place before a justice of the Ontario Superior Court of Justice (Commercial List), 330 University Avenue, Toronto, Ontario, M5G 1R7 on March 26, 2025 at 10:00 a.m. (Toronto Time), or as soon after such time as counsel may be heard (the "Presentation Date"). Any Shareholders or other interested person wishing to participate, appear in person, or to be represented by counsel at the hearing of the Application for the Final Order may do so but must comply with certain procedural requirements described in the Interim Order, including filing a notice of appearance with the Court and serving same upon the Corporation via its counsel as soon as reasonably practicable and, in any event, no less than two days before the Presentation Date. Service of such notice on the Corporation can be effected by service upon the lawyers for the Corporation: Mintz LLP, 200 Bay Street, Suite 2800, Toronto, Ontario M5J 2J3, Attention: Emily Y. Fan (see the Notice of Application, attached as Appendix F to this circular).

The Court has broad discretion under the OBCA when making orders with respect to arrangements. The Court, when hearing the Application for Final Order, will consider, among other things, the fairness of the Arrangement to Shareholders. The Court may approve the Arrangement in any manner it may direct and determine appropriate.

Once the Final Order is granted and the other conditions contained in the Arrangement Agreement are satisfied or waived to the extent legally permissible, the Articles of Arrangement will be filed with the Registrar under the OBCA for issuance of the Certificate giving effect to the Arrangement.

Regulatory Approvals

The Arrangement is conditional upon receipt of the Mutual Regulatory Approvals and the Purchaser Regulatory Approvals. See "The Arrangement – Certain Legal Matters – Regulatory Approvals".

Securities Law Matters

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal or business advice to any particular Shareholder. This summary does not include any information regarding securities law considerations for jurisdictions other than Canada. Shareholders who reside in a jurisdiction outside of Canada are urged to obtain independent advice in respect of the consequences to them of the Arrangement having regard to their particular circumstances.

Application of MI 61-101

The Corporation is a reporting issuer or its equivalent in each of the provinces of Canada, except Québec. Among other things, the Corporation is subject to MI 61-101, which is intended to regulate certain transactions between a corporation and related parties, generally by requiring enhanced disclosure, approval by a majority of shareholders excluding interested or related parties and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors.

The protections of MI 61-101 generally apply to "business combinations" (as defined in MI 61-101). A "business combination" includes, for an issuer, a transaction (including an arrangement), (i) as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder's consent; and (ii) where a Person who is a "related party" (as defined in MI 61-101) of the issuer at the time the transaction is agreed to (a) would, as a consequence of the transaction, directly or indirectly, acquire the issuer or the business of the issuer whether alone or with joint actors; (b) is a party to any "connected transaction" (as defined in MI 61-101) to the transaction; or (c) is entitled to receive, directly or indirectly, as a consequence of the transaction, a "collateral benefit" (as defined in MI 61-101).

The Arrangement is a "business combination" for the purposes of MI 61-101, since:

The transaction is an arrangement as a consequence of which the interest of a holder of an equity security of the Corporation may be terminated without the holder's consent.
As of the Record Date, the Guarantor beneficially owned, directly or indirectly, or exercised control or direction over, in the aggregate 60,352,965 Common Shares, which represented approximately 19.6% of the issued and outstanding Common Shares on an undiluted basis. As a result, the Guarantor is an "interested party" for the purposes of MI 61-101.
As a consequence of the Arrangement, the Purchaser will, directly or indirectly, beneficially own, or exercise control or direction over, all of the Common Shares.

Pursuant to Sections 4.3(1) and 4.4(1)(a) of MI 61-101, the Corporation is not required to obtain a formal valuation in connection with the Arrangement as the Common Shares are not listed on a specified market.

Bona Fide Prior Offers

Other than as disclosed in "The Arrangement – Background to the Arrangement", during the 24 months prior to the entering into of the Arrangement Agreement, except as disclosed herein, the Corporation has not received any bona fide prior offer related to the subject matter of the Arrangement or that is otherwise relevant to the Arrangement.

Collateral Benefit

A "collateral benefit", as defined under MI 61-101, includes any benefit that a "related party" of the Corporation, which includes the directors and "senior officers" (as defined under MI 61-101) of the Corporation and its Subsidiaries and significant shareholders, is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the Corporation or its Subsidiaries. MI 61-101 excludes from the meaning of "collateral benefit" certain benefits to a "related party" received solely in connection with the related party's services as an employee, director or consultant of an issuer where, among other things, (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction, (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner, (c) full particulars of the benefit are disclosed in the disclosure document for the transaction, and (d) (i) at the time the transaction was agreed to, the related party and its associated entities beneficially own or exercise control or direction, over less than 1% of the outstanding shares of the issuer, or (ii) an independent

committee, acting in good faith, determines that the value of the collateral benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party expects to receive under the terms of the transaction.

As at the date of the Arrangement Agreement, no related party of the Corporation, nor any associated entities of any of the foregoing persons, are expected to receive a "collateral benefit" for the purposes of MI 61-101.

Minority Vote

Under the OBCA and the Interim Order, the approval of the Arrangement Resolution requires the affirmative vote of at least two-thirds of the votes cast by the Shareholders, voting in accordance with the Interim Order and the Corporation's by-laws, present virtually or represented by proxy at the Meeting and entitled to vote. In addition, as the Arrangement is a "business combination" for the purposes of MI 61-101, the Corporation is required to obtain "minority approval" for the Arrangement from the holders of every class of "affected securities" of the Corporation, in each case voting separately as a class. For the Arrangement, the Common Shares are "affected securities".

Pursuant to Section 8.1(2) of MI 61-101, in determining whether minority approval for the Arrangement has been obtained, the Corporation is required to exclude the votes attaching to the Common Shares beneficially owned by, or over which control or direction is exercised by, in each case to the knowledge of the Corporation or any interested party or their respective senior officers, after reasonable inquiry: the Corporation, "interested parties", "related parties" of such interested parties (unless the related party meets that description solely in its capacity as a director or senior officer of one or more Persons that are neither interested parties nor insiders of the issuer), and "joint actors" of such interested parties or related parties, all as defined in MI 61-101.

MI 61-101 provides that the following are "interested parties" for a business combination: related parties who would, as a consequence of the transaction, directly or indirectly, acquire the issuer or the business of the issuer (whether alone or with joint actors); related parties who are party to any connected transaction to the business combination; and related parties who receive a collateral benefit.

To the knowledge of the Corporation, the Guarantor is the only holder of Common Shares that qualifies as an "interested party" or a "related party" of an "interested party". Consequently, the votes that are required to be excluded from the vote at the Meeting on the Arrangement Resolution for the purposes of determining majority of the minority approval pursuant to Section 8.1(2) of MI 61-101, are, to the knowledge of the Corporation, after reasonable inquiry, limited to the votes attaching to the Common Shares beneficially owned or over which direction or control is exercised by the Guarantor (an interested party) (the "Excluded Shareholders").

Pursuant to MI 61-101, the approval of the Arrangement Resolution requires the affirmative vote of a majority (50%+1) of the votes cast by all holders of Common Shares present in person or represented by proxy at the Meeting and entitled to vote, other than votes attaching to the Common Shares held by the Excluded Shareholders, who are interested parties or related parties of interested parties.

Accordingly, to the knowledge of the Corporation, after reasonable inquiry, the Excluded Votes are those votes attaching to an aggregate of 60,352,965 Common Shares (being approximately 19.6% of the issued and outstanding Common Shares on an undiluted basis as at the date of this Circular).

Prior Valuations

MI 61-101 requires that every “prior valuation” (as defined in MI 61-101) in respect of the Corporation that has been made in the 24 months prior to the date of this Circular, the existence of which is known, after reasonable inquiry, to the Corporation or any of its directors or senior officers, be disclosed in the Circular. To the knowledge of the Corporation or any of its directors or senior officers, after reasonable inquiry, there has been no “prior valuation” of the Corporation or of its securities, including the Common Shares, or material assets in the 24 months preceding the date of this Circular.

Expenses of the Arrangement

The Corporation estimates that expenses in the aggregate amount of approximately C$1.0 million will be incurred by it in connection with the Arrangement, including legal, financial advisory, filing fees and costs, Special Committee fees, the cost of preparing, printing and mailing this Circular, costs with respect to the Meeting and fees in respect of the Fairness Opinion.

Other than as expressly provided in the Arrangement Agreement, all out-of-pocket costs, fees and expenses incurred in connection with the Arrangement Agreement or the transactions contemplated by the Arrangement Agreement, whether prior to or after the Effective Time, shall be paid by the party incurring such costs, expenses and fees, whether or not the Arrangement is consummated.

Other than as disclosed herein, in connection with the Arrangement and the transactions contemplated in connection therewith, no broker, finder or investment banker is or will be entitled to any brokerage, finder's or other fee or commission. Evans & Evans will receive certain fees (and is entitled to reimbursement of certain expenses) in connection with the preparation and delivery of the Fairness Opinion.

Stock Exchange Delisting and Reporting Issuer Status

The completion of the Arrangement may be subject to, among other things, the approval of the TSXV. The Common Shares are currently listed for trading on the TSXV under the symbol “ENTG”, on the OTCQX under the symbol “ETRGF” and on the FSE under the symbol “4WE”. Following the completion of the Arrangement, the Corporation expects that the Common Shares will be delisted from the TSXV and FSE and no longer quoted on the OTCQX shortly thereafter.

Effects on the Corporation if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for any of their Common Shares in connection with the Arrangement and the Corporation will remain a reporting issuer and the Common Shares will continue to be listed on the TSXV and FSE and quoted on the OTCQX. See “Risk Factors – Risks Relating to the Arrangement”.

ARRANGEMENT MECHANICS

Depositary

Pursuant to the Arrangement Agreement, following the receipt of the Final Order, and in any event by no later than one Business Day prior to the Effective Date, the Purchaser is required to deliver, or cause to be delivered, to the Depositary sufficient cash to be held by the Depositary for distribution to the Shareholders (which for greater certainty shall include the Consideration payable to holders of Corporation DSUs who will receive Consideration in exchange thereof pursuant to the Plan of Arrangement) upon receipt of a completed Letter of Transmittal and Common Share certificate, if applicable, and such other documents and instruments as the Depositary may reasonably require, to satisfy the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement.

Exchange of Certificates and Corporation DSUs for Cash

Upon delivery to the Depositary by a Registered Shareholder of a duly completed and executed Letter of Transmittal in respect of any DRS Advice or certificate which immediately prior to the Effective Time represented Common Shares, together with the surrender to the Depositary for cancellation of any such certificate(s), if applicable, and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such DRS Advice or surrendered certificate(s) shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder as soon as practicable after the Effective Time, the cash which such holder has the right to receive under the Arrangement for such Common Shares, less any amounts withheld pursuant to Section 4.3 of the Plan of Arrangement. Any certificates or DRS Advice in respect of such Common Shares so deposited shall forthwith be cancelled.

At the Effective Time, the Corporation shall deliver, to each holder of Corporation DSUs as reflected on the register maintained by or on behalf of the Corporation in respect of Corporation DSUs, through the payroll or equity plan management system of the Corporation and its Subsidiaries (or such other manner as the Corporation may elect or as otherwise directed by the Purchaser including with respect to the timing and manner of such delivery), the payment, if any, which such holder of Corporation DSUs has the right to receive under the Plan of Arrangement for such Corporation DSUs less any amount withheld pursuant to Section 4.3 of the Plan of Arrangement.

After the Effective Time and until deposited as contemplated above, each certificate or DRS Advice which immediately prior to the Effective Time represented any Common Shares shall be deemed at all times to represent only: (i) the right to receive the Consideration per Common Share as contemplated in Section 4.1(3) of the Plan of Arrangement, less any amounts withheld pursuant to Section 4.3 of the Plan of Arrangement; or (ii) in the case of Registered Shareholders who properly exercise Dissent Rights, the right to receive fair value for their Common Shares less any amounts withheld as provided under the Arrangement Agreement or the Plan of Arrangement. Any such certificate or DRS Advice formerly representing Common Shares not duly surrendered on or before the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former registered Shareholder of any kind or nature against or in the Corporation or the Purchaser. In addition, on such anniversary date: (i) the Consideration that such registered Shareholder was entitled to receive shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Common Shares pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Corporation or the Purchaser, as applicable, for no consideration, (ii) the Consideration that such registered Shareholder was entitled to receive shall be delivered to the Corporation or the Purchaser, as applicable,

by the Depositary, (iii) all certificates formerly representing Common Shares shall cease to represent a right or claim of any kind or nature and shall be deemed to have been surrendered to the Corporation or the Purchaser, as applicable; and (iv) any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before such anniversary date shall cease to represent a right or claim of any kind or nature.

No Registered Shareholder shall be entitled to receive any consideration with respect to its Common Shares other than the Consideration to which such holder is entitled to receive in accordance with, and subject to completion of, the Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to Section 4.1(3) of the Plan of Arrangement shall have been lost, stolen or destroyed, the Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, destruction or theft to the Depositary. The Registered Shareholder will be required to complete and submit certain documentation to the Depositary including a bond and/or indemnity before such Registered Shareholder can receive any cash compensation for such Common Shares. If a DRS Advice representing Common Shares has been lost, stolen or destroyed, the holder can request a copy of the DRS Advice by contacting TSX Trust Company, in its capacity as the Corporation's Transfer Agent at 416-342-1091 or toll-free at 1-866-600-5869, with no bond indemnity required. The Purchaser, the Corporation, the Depositary and any other Person, as applicable, shall be entitled to deduct and withhold from any amount payable or otherwise deliverable to any Person under the Plan of Arrangement or the Arrangement Agreement such amounts as the Purchaser, the Corporation, the Depositary or such other Person, as applicable, reasonably determines are required to be deducted and withheld from such amounts under any provision of any Laws in respect of taxes. Any such amounts deducted and withheld shall be treated for all purposes under the Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

Letter of Transmittal

Each Registered Shareholder will have received with this Circular a Letter of Transmittal. In order to receive the Consideration, the Registered Shareholders (other than any Dissenting Shareholders) must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it and the other documents required by it, including the certificates representing the Common Shares, as well as such other documents and instruments as the Depositary may reasonably request, to the Depositary in accordance with the instructions contained in the applicable Letter of Transmittal. The Registered Shareholders can obtain additional copies of the applicable Letter of Transmittal by contacting TSX Trust. The form of Letter of Transmittal is also available on SEDAR+ under the Corporation's profile at www.sedarplus.ca.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Any Letter of Transmittal, once deposited with the Depositary, will be irrevocable and may not be withdrawn by a Shareholder, unless the Arrangement is not completed and the Arrangement Agreement is terminated in accordance with its terms.

Non-Registered Shareholders holding Common Shares that are registered in the name of an Intermediary must contact their Intermediary to arrange for the surrender of their Common Shares.

The Corporation and the Purchaser reserve the right, if they so elect, in their absolute discretion, to instruct the Depositary to waive or not to waive any defect or irregularity in any Letter of Transmittal and any such waiver or non-waiver will be binding upon the affected Shareholders. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholders. The Corporation and the Purchaser reserve the right to demand strict compliance with the terms of the Letters of Transmittal and the Arrangement. The method used to deliver the Letters of Transmittal and any accompanying certificates, if applicable, representing the Common Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Corporation recommends that the necessary documentation be hand delivered to the Depositary at its office in Toronto; otherwise the use of registered mail with return receipt requested, and with proper insurance obtained, is recommended.

Holders of Corporation DSUs need not complete a Letter of Transmittal in respect of such Incentive Securities in order to receive the consideration owed to them under the Arrangement in connection therewith.

Questions on how to complete the Letter of Transmittal should be directed to the Depositary, TSX Trust Company at 1-866-600-5869 (toll-free in North America) or 416-342-1091 (outside North America) or by email at [email protected].

ARRANGEMENT AGREEMENT

The Corporation entered into the Arrangement Agreement with the Purchaser and the Guarantor on December 30, 2024. The Arrangement Agreement and the Plan of Arrangement are the legal documents that govern the Arrangement. The following is a summary only of certain provisions of the Arrangement Agreement and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement (subject to redaction of certain confidential information in conformity with Securities Laws) which is filed on SEDAR+ under the Corporation's profile at www.sedarplus.ca, and the full text of the Plan of Arrangement, which is attached as Appendix B hereto. This summary does not purport to be complete and may not contain all of the information about the Arrangement Agreement or the Plan of Arrangement that is important to you. The Corporation encourages you to read the Arrangement Agreement and the Plan of Arrangement in their entirety. The Arrangement Agreement establishes and governs the legal relationship between the Corporation, the Purchaser, and the Guarantor with respect to the transactions described in this Circular. It is not intended to be a source of factual, business or operational information about the Corporation or the Purchaser.

The Arrangement Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Arrangement Agreement. The Arrangement Agreement contains representations and warranties made by the Corporation to the Purchaser and representations and warranties made by the Purchaser to the Corporation. The representations and warranties in the Arrangement Agreement and the description of them in this Circular should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Capitalized terms used in this section "Arrangement Agreement" which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Arrangement Agreement.

Covenants

In the Arrangement Agreement, the Corporation and the Purchaser have agreed to certain covenants, certain of which are described below.

Conduct of the Business of the Corporation

In the Arrangement Agreement, the Corporation has covenanted and agreed to certain customary negative and affirmative covenants relating to the operation of its business (including the business of its Subsidiaries) between the date of the Arrangement Agreement and the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, including that the business of the Corporation and, to the extent within the Corporation's control, its Subsidiaries shall be conducted in the Ordinary Course, except as (i) required or permitted by the Arrangement Agreement, (ii) required by applicable Law or any order or directive of a Governmental Entity, or (iii) with the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) or under the express written consent of the Purchaser or its affiliates. Furthermore, the Corporation has agreed to use commercially reasonable efforts to (a) maintain and preserve intact the current business organization and goodwill and assets of the Corporation and its Subsidiaries, keep available the services of the Corporation Employees, contractors and agents of the Corporation and its Subsidiaries and maintain good relations with, and the goodwill of, suppliers, customers, landlords, licensors, lessors, creditors, distributors and all other Persons having business relationships with the Corporation or any of its Subsidiaries, (b) retain possession and control of its assets and the assets of each of its Subsidiaries, and preserve the confidentiality of any confidential or proprietary information relating to the business of the Corporation and (c) perform or comply with all of its obligations under Material Contracts. Shareholders should refer to the Arrangement Agreement for details regarding the additional negative and affirmative covenants given by the Corporation in relation to the conduct of its business prior to the Effective Time.

Covenants of the Corporation Regarding the Arrangement

The Corporation has agreed that it shall, and shall cause its Subsidiaries to, perform all obligations required or advisable to be performed by the Corporation or its Subsidiaries under the Arrangement Agreement, cooperate with the Purchaser in connection therewith, and shall use its commercially reasonable efforts to perform all such other actions as may be necessary or advisable in order to consummate or make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Corporation shall, and shall cause its Subsidiaries to:

(a) use its commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of the Arrangement Agreement and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;

(b) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under the Material Contracts in connection with the Arrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation or agreeing to

any amendment or modification to any such Material Contract without the prior written consent of the Purchaser;

(c) use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;

(d) use its commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it or any of its Subsidiaries is a party or brought against it or any of its Subsidiaries or any of their directors or officers challenging the Arrangement or the Arrangement Agreement; and

(e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or the Arrangement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement, other than as expressly permitted under the Arrangement Agreement.

The Corporation has an obligation to notify the Purchaser of (i) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect; (ii) any notice or other communication from any Person alleging (a) that the consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation of such Person is required in connection with the Arrangement Agreement or the Arrangement, or (b) such Person is terminating or otherwise materially adversely modifying a Material Contract or may materially adversely modify its relationship with the Corporation as a result of the Arrangement or the Arrangement Agreement; (iii) any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, the Corporation shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or (iv) any penalty, filing, actions, suits, arbitrations or other proceedings commenced or, to the knowledge of the Corporation, threatened against the Corporation or its Subsidiaries or affecting their assets or otherwise relating to or involving the Corporation or its Subsidiaries, or that relate to the Arrangement Agreement or the Arrangement.

Covenants of the Purchaser Relating to the Arrangement

Subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed that it shall, perform all obligations required or advisable to be performed by it under the Arrangement Agreement, cooperate with the Corporation in connection therewith, and use its commercially reasonable efforts to perform all such other actions as may be necessary or advisable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser shall (other than with respect to the Required Regulatory Approvals, which shall be governed by Section 4.4 of the Arrangement Agreement) use its commercially reasonable efforts to:

(a) satisfy the conditions precedent in Section 6.1 and 6.3 of the Arrangement Agreement and carry out the terms of the Interim Order and the Final Order applicable to it;

(b) provide, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required or reasonably requested by the Corporation in connection with the transactions contemplated by the Arrangement Agreement, in each case, on terms that are satisfactory to the Corporation, acting reasonably and without paying or guaranteeing, and without committing itself or the Corporation to pay or guarantee, any consideration or incurring any liability or obligation of the Corporation without the prior written consent of the Corporation;

(c) effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement or the transactions contemplated by the Arrangement Agreement;

(d) upon reasonable consultation with the Corporation, oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers and challenging the Arrangement or the Arrangement Agreement; and

(e) not take any action, or refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or the Arrangement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement, other than as permitted under the Arrangement Agreement.

The Purchaser has an obligation to notify the Corporation of (i) any notice or other communication from any Person in writing of which it becomes aware alleging that the consent, waiver or approval of such Person is required in connection with the Arrangement Agreement or the Arrangement (for clarity, without requiring any obligation or requirement on Purchaser to investigate or identify or verify any such required consent, waiver or approval), (ii) any material notice or other communication from any Governmental Entity to the Purchaser or an affiliate of the Purchaser in connection with the Arrangement Agreement (and, subject to Law, the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Corporation), or (iii) any penalty, filing, actions, suits, arbitrations or other proceedings commenced or, to the knowledge of the Purchaser, threatened against the Purchaser or affecting the Arrangement Agreement or the Arrangement, in each case to the extent that such action, suit, arbitration or proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under the Arrangement Agreement.

Following receipt of the Final Order and, in any event no later than one Business Day prior to the Effective Date, the Purchaser will deposit, or cause to be deposited with the Depositary in escrow the funds required to effect payment in full of the aggregate Consideration to be paid pursuant to the Plan of Arrangement.

Non-Solicitation Covenants

Except as expressly provided in Article 5 of the Arrangement Agreement, the Corporation has agreed not to, and shall cause its Subsidiaries not to, directly or indirectly, through any of its Representatives or affiliates, or otherwise, and shall not permit any such Person to:

(a) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, Books and Records or entering into any form of Contract, agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser, the Guarantor and their respective affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that the Corporation may (i) communicate with any Person as provided in Section 5.3(1) of the Arrangement Agreement, (ii) advise any Person of the restrictions of the Arrangement Agreement, (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case if, in so doing, no other confidential information, including information that is prohibited from being communicated under the Arrangement Agreement, is communicated to such Person;

(d) enter into any Contract or agreement in principle requiring the Corporation to abandon, terminate or fail to consummate the Arrangement or any other transactions contemplated by the Arrangement Agreement or to breach its obligations under the Arrangement Agreement, or propose or agree to do any of the foregoing;

(e) accept, approve, endorse, recommend or publicly propose to accept endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days following such public announcement or public disclosure will not be considered to be in violation of Section 5.1 of the Arrangement Agreement (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting)); or

(f) accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangement with any Person (other than the Purchaser, the Guarantor or any of their respective affiliates) in respect of an Acquisition Proposal (excluding a confidentiality agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement).

Except as expressly provided in Article 5 of the Arrangement Agreement, the Corporation has agreed to, and shall cause its Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities with any Person (other than the Purchaser, the Guarantor and their respective affiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall: (a) immediately discontinue access to and disclosure of all information regarding the Corporation or any of its Subsidiaries, including any confidential information, properties, facilities and Books and Records; and (b) promptly and in any event within two Business Days of the date of the Arrangement Agreement, request and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Corporation

or any of its Subsidiaries provided to any Person other than the Purchaser and its Representatives, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Corporation or any of its Subsidiaries, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

The Corporation has represented and warranted that it has not waived any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant in effect as of the date of the Arrangement Agreement (or that, absent any such waiver, would have been effect as of the date of the Arrangement Agreement) to which the Corporation or any of its Subsidiaries is a party, and the Corporation has covenanted and agreed that (a) the Corporation shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Corporation or any of its Subsidiaries is a party or may hereafter become a party in accordance with Section 5.3 of the Arrangement Agreement, and (b) neither the Corporation nor any of its Subsidiaries have released or will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser's sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person's obligations respecting the Corporation, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Corporation or any of its Subsidiaries is a party or may hereafter become a party in accordance with Section 5.3 of the Arrangement Agreement.

Notification of Acquisition Proposals

If the Corporation or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Corporation or any of its Subsidiaries that constitutes or may be reasonably expected to constitute or lead to an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities and Books and Records of the Corporation or any of its Subsidiaries, the Corporation shall promptly notify the Purchaser, at first orally, and then promptly, and in any event within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. The Corporation shall keep the Purchaser fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3 of the Arrangement Agreement) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence, sent or communicated by or to the Corporation in respect of such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding Section 5.1 of the Arrangement Agreement but subject to Section 5.2 of the Arrangement Agreement, if at any time prior to obtaining the Required Shareholder Approval, the Corporation receives an unsolicited written Acquisition Proposal, the Corporation may (i) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying such Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes or may reasonably

be expected to constitute or lead to, a Superior Proposal, and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal so long as it remains a Superior Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or Books and Records, if and only if:

(a) the Board first determines (based upon, inter alia, the recommendation of the Special Committee) in good faith, after consultation with its financial advisors and its outside legal counsel, (i) that such Acquisition Proposal constitutes, or would reasonably be expected to constitute, a Superior Proposal. and (ii) after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties;

(b) such Person making the Acquisition Proposal and its Representatives were not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Corporation or any of its Subsidiaries;

(c) the Corporation has been, and continues to be, in material compliance with its obligations under this Article 5 of the Arrangement Agreement;

(d) prior to providing any such copies, access, or disclosure, the Corporation enters into a confidentiality and standstill agreement with such Person that are on terms no more favourable in any material respect to such Person than the Confidentiality Agreement entered into by the Purchaser and that contains a customary standstill provision for not less than 12 months, and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser; and

(e) the Corporation promptly provides the Purchaser with:

(i) prior written notice stating the Corporation's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;

(ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d) of the Arrangement Agreement; and

(iii) any information concerning the Corporation or its Subsidiaries provided to such other Person which was not previously provided to the Purchaser.

The parties to the Arrangement Agreement acknowledged that the furnishing of certain competitively sensitive information to competitors of the Corporation and of its Subsidiaries would be materially prejudicial to the Corporation and its Subsidiaries and, accordingly, no such information shall be disclosed to any Person that the Special Committee, acting reasonably, determines to be a competitor of the Corporation or of any of its Subsidiaries under Section 5.3(1) of the Arrangement Agreement. Notwithstanding the foregoing, such information may be disclosed under Section 5.3(1) of the Arrangement Agreement on a confidential basis to external advisors and experts retained by any such competitor of the Corporation or of its Subsidiaries, who enter into agreements reasonably satisfactory to the Corporation that such information will not be provided or communicated to the competitor, its officers, directors, financing sources or other Representatives.

Right to Match

If the Corporation receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders, the Board may (based upon, inter alia, the recommendation of the Special Committee), subject to compliance with Article 7 of the Arrangement Agreement, enter into a definitive agreement with respect to such Superior Proposal or withdraw or modify the Board Recommendation, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Corporation or any of its Subsidiaries;

(b) the Corporation has been, and continues to be, in material compliance with its obligations under Article 5 of the Arrangement Agreement;

(c) the Corporation has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal along with the basis, facts and terms supporting such determination, and of the intention of the Board to enter into such definitive agreement with respect to such Superior Proposal or withdraw or modify the Board Recommendation, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the "Superior Proposal Notice");

(d) the Corporation has provided the Purchaser a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to the Corporation in connection therewith;

(e) at least five (5) full Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d) of the Arrangement Agreement;

(f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2) of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) after the Matching Period, the Board (i) has determined in good faith, after consultation with the Corporation's outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2) of the Arrangement Agreement) and (ii) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Board to recommend that the Corporation enter into a definitive agreement with respect to such Superior Proposal or withdraw or modify the Board Recommendation would be inconsistent with its fiduciary duties; and

(h) prior to or concurrently with entering into such definitive agreement or withdrawing or modifying the Board Recommendation, the Corporation terminates the Arrangement

Agreement pursuant to Section 7.2(3)(b) of the Arrangement Agreement and pays the Termination Fee pursuant to Section 7.4 of the Arrangement Agreement.

During the Matching Period, or such longer period as the Corporation may approve in writing for such purpose: (a) the Board shall review any offer made by the Purchaser under Section 5.4(1)(f) of the Arrangement Agreement to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Corporation shall negotiate in good faith with the Purchaser to make such amendments to the terms of the Arrangement Agreement or the Plan of Arrangement as would enable the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines (based upon, inter alia, the recommendation of the Special Committee) that such Acquisition Proposal would cease to be a Superior Proposal, the Corporation shall promptly so advise the Purchaser and the Corporation and the Purchaser shall amend the Arrangement Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 5.4 of the Arrangement Agreement, and the Purchaser shall be afforded a new Matching Period (except that the reference to five (5) Business Days in the definition of Matching Period will be deemed to be a reference to three (3) Business Days) from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d) of the Arrangement Agreement with respect to the new Superior Proposal from the Corporation.

The Board shall promptly reaffirm the Board Recommendation (based upon, inter alia, the recommendation of the Special Committee) by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of the Arrangement Agreement or the Plan of Arrangement as contemplated under Section 5.4(2) of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. The Corporation shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

If the Corporation provides a Superior Proposal Notice to the Purchaser on a date that is less than ten (10) Business Days before the Meeting, the Corporation shall upon request from the Purchaser, acting reasonably, postpone the Meeting to a date that is not more than fifteen (15) Business Days after the scheduled date of the Meeting, but in any event the Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date, unless consented to by the Purchaser, acting reasonably.

Nothing contained in Section 5.4 of the Arrangement Agreement will limit in any way the obligation of the Corporation to convene and hold the Meeting in accordance with Section 2.3 of the Arrangement Agreement while the Arrangement Agreement remains in force.

Nothing contained in Article 5 of the Arrangement Agreement shall prohibit the Board (or the Special Committee) from:

(a) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal that it determines is not a Superior Proposal, provided that the Corporation shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure; or

(b) calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the OBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law, provided that the Corporation provides at least ten (10) Business Days’ notice to the Purchaser of the calling of such meeting of Shareholders.

Other Covenants

Mutual Covenants Regarding Regulatory Approvals

Under the Arrangement Agreement, each Party, as applicable to that Party, covenanted and agreed with respect to obtaining all Regulatory Approvals that, subject to the terms and conditions of the Arrangement Agreement, until the earlier of the Effective Time and the date on which the Arrangement Agreement is terminated in accordance with its terms:

(a) each Party shall use its commercially reasonable efforts to obtain all Regulatory Approvals (and for greater certainty, for these purposes, none of the Purchaser, the Guarantor nor any of their respective affiliates shall be required to divest any of its assets, make any material expenditures or pay any material costs);

(b) each Party shall use commercially reasonable efforts to respond promptly to any request or notice from any Governmental Entity requiring that Party to supply additional information that is relevant to the review of the transactions contemplated by the Arrangement Agreement in respect of obtaining or concluding the Regulatory Approvals and each Party shall use commercially reasonable efforts to co-operate with the other Parties and shall furnish to the other Parties such information and assistance as a Party may reasonably request in connection with preparing any submission or responding to such notice from a Governmental Entity;

(c) subject to compliance with applicable Laws, each Party shall permit the other Parties an opportunity to review in advance any proposed substantive applications, notices, filings, submissions, undertakings, correspondence and communications (including responses to requests for information and inquiries from any Governmental Entity) in respect of obtaining or concluding the Regulatory Approvals and shall provide the other Parties with a reasonable opportunity to comment thereon and agree to consider those comments in good faith and each Party shall provide the other Parties with any substantive applications, notices, filings, submissions, undertakings or other substantive correspondence provided to a Governmental Entity or any substantive communications received from a Governmental Entity, in respect of obtaining or concluding the Regulatory Approvals; and

(d) subject to compliance with applicable Laws, each Party shall keep the other Parties reasonably informed on a timely basis of the status of discussions relating to obtaining or concluding the Regulatory Approvals sought by each such Party and, for certainty, no Party shall participate in any substantive meeting (whether in person, by telephone or otherwise) with a Governmental Entity in respect of obtaining or concluding the required Regulatory Approvals unless it advises the other Parties in advance and gives such other Parties an opportunity to attend, to the extent permitted by such Governmental Entity.

Access to Information; Confidentiality

From the date of the Arrangement Agreement until the earlier of the Effective Time and the termination of the Arrangement Agreement, subject to Law and the terms of any existing Contract, the Corporation has agreed to, and shall cause its Subsidiaries to give to the Purchaser and its Representatives, upon at least 24 hours' notice, reasonable access to its and its Subsidiaries' Books and Records, Contracts and financial and operating data or other information with respect to the assets or business of the Corporation or its Subsidiaries as the Purchaser or its Representatives may from time to time reasonably request in connection with strategic and integration planning and for any other reasons reasonably relating to the transactions contemplated herein, so long as the access does not unduly interfere with the conduct of the business of the Corporation or its Subsidiaries.

Section 4.5 of the Arrangement Agreement shall not require the Corporation or its Subsidiaries to permit any access, or to disclose any information that in the reasonable good faith judgment of the Corporation, after consultation with outside legal counsel, is likely to result in the breach of any Contract, any violation of any Law or cause any privilege (including attorney-client privilege) that the Corporation or its Subsidiaries would be entitled to assert to be undermined with respect to such information; provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of such disclosing Party, after consultation with counsel) be managed through the use of customary "clean-room" arrangements.

Insurance and Indemnification

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by the Corporation to the Purchaser and customary representations and warranties made by the Purchaser to the Corporation. The representations and warranties were made solely for the purposes of the Arrangement Agreement and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, some of the representations and warranties contained in the

Arrangement Agreement have been made as of specified dates or are subject to a contractual standard of materiality (including Material Adverse Effect) that are different from what may be viewed as material to Shareholders, or may have been used for the purpose of allocating risk between parties to an agreement instead of establishing such matters as facts. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by the Corporation in favour of the Purchaser relate to, among other things: (i) organization and qualification; (ii) corporate authorization; (iii) execution and binding obligation; (iv) governmental authorizations; (v) no conflict/non-contravention; (vi) capitalization; (vii) shareholders' and similar agreements; (viii) subsidiaries; (ix) securities law matters; (x) financial statements; (xi) absence of certain changes or events; (xii) auditors; (xiii) related party transactions; (xiv) compliance with laws; (xv) authorizations and licenses; (xvi) fairness opinion; (xvii) brokers; (xviii) board and independent committee approval; (xix) material contracts; (xx) real property; (xxi) personal property; (xxii) intellectual property; (xxiii) litigation; (xxiv) restrictions on conduct of business; (xxv) employment matters; (xxvi) employee benefit matters; (xxvii) insurance; (xxviii) taxes; (xxix) privacy; (xxx) customer relations; (xxxi) anti-corruption; (xxxii) economic sanction and export controls; (xxxiii) cannabis matters; and (xxxiv) environmental matters.

The representations and warranties provided by the Purchaser in favour of the Corporation relate to, among other things: (i) organization and qualification; (ii) corporate authorization; (iii) execution and binding obligation; (iv) governmental authorization; (v) non-contravention; (vi) litigation; (vii) security ownership; and (ix) financial capacity.

Conditions of Closing

Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of the Parties:

(a) the Arrangement Resolution has been approved and adopted by the Shareholders at the Meeting in accordance with the Interim Order;

(b) the Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either the Corporation or the Purchaser, each acting reasonably, on appeal or otherwise;

(c) no Law is in effect (whether temporary, preliminary or permanent) which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Corporation or the Purchaser from consummating the Arrangement or any of the other transactions contemplated in the Arrangement Agreement;

(d) The Articles of Arrangement to be filed with the Director under the OBCA in accordance with the Arrangement shall be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably; and

(e) all Mutual Regulatory Approvals have been obtained on terms and conditions satisfactory to the Corporation and the Purchaser, each acting reasonably.

Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) the representations and warranties of the Corporation set forth in Paragraphs (1) [Organization and Qualification of the Corporation], (2) [Corporate Authorization], (3) [Execution and Binding Obligation], (6) [Capitalization], (8) [Subsidiaries], (17) [Brokers], (28) [Taxes], or (34) [Cannabis Matters] of Schedule C of the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time as if made as at and as of such time in all respects, (ii) all other representations and warranties of the Corporation set forth in the Arrangement Agreement are true and correct in all material respects as of the date of the Arrangement Agreement, and are true and correct in all material respects as of the Effective Time (and, for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored), except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Corporation has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;

(b) the Corporation has fulfilled or complied in all material respects with each of the covenants of the Corporation contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;

(c) there is no action or proceeding pending or threatened by any Person (other than the Purchaser, the Guarantor or their respective affiliates) in any jurisdiction that is reasonably likely to:

(i) cease trade, enjoin, prohibit, or impose any material limitations or conditions on, the Purchaser's ability to acquire, hold, or exercise full rights of ownership over, any Common Shares, including the right to vote the Common Shares;

(ii) impose material terms or conditions on completion of the Arrangement or on the ownership or operation by the Purchaser of the business or assets of the Corporation or any of its Subsidiaries, or compel the Purchaser or the Guarantor to dispose of or hold separate any of the business or assets of the Purchaser, the Guarantor any of their respective affiliates, the Corporation or any of its Subsidiaries as a result of the Arrangement; or

(iii) prevent the consummation of the Arrangement, or if the Arrangement is consummated, have a Material Adverse Effect;

(d) Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Common Shares excluding, for the purpose of such calculation, Common Shares held by the Purchaser and the Guarantor, and the Corporation shall have delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;

(e) the Convertible Debenture Settlement Agreements are (and since the date of the Arrangement Agreement have been) in full force and effect, in each case in form and substance satisfactory to Purchaser, acting reasonably, and all parties thereto have performed all respective material obligations required to be performed by them under the Convertible Debenture Settlement Agreements and no party thereto is (or has been since the date of the Arrangement Agreement) in material breach or material default thereunder;

(f) no event of default, acceleration, demand or termination or expiry of forbearance or failure to meet conditions precedent to funding in respect of the CannTx Debt or any guarantee thereof shall have occurred that has not been waived or cured on terms reasonably acceptable to Purchaser and there are no actions, suits or proceedings, at law or in equity, current, pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation, any of its Subsidiaries, or any of its officers or directors (in their capacity as such);

(g) each of the consents set out in the Arrangement Agreement has been irrevocably given or obtained on terms acceptable to the Purchaser, acting reasonably;

(h) the Corporation (i) has paid or satisfied, as applicable, to the satisfaction of the Purchaser, each of the items set forth in certain provisions of the Arrangement Agreement (including the discharge of any Liens related thereto); and (ii) has made and is continuing to make all regularly scheduled payments, to the satisfaction of the Purchaser, with respect to the item set forth in certain provisions of the Arrangement Agreement (including the discharge of any Liens related thereto);

(i) all Purchaser Regulatory Approvals has been obtained on terms and conditions satisfactory to the Purchaser, acting reasonably; and

(j) since the date of the Arrangement Agreement there shall have not occurred a Material Adverse Effect.

Additional Conditions Precedent to the Obligations of the Corporation

The Corporation is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Corporation and may only be waived, in whole or in part, by the Corporation in its sole discretion:

(a) the representations and warranties of the Purchaser are, as of the date of the Arrangement Agreement, and will be, as of the Effective Time, true and correct, in all material respects, except where the failure or failures of such representations and warranties to be so true and correct in all material respects individually or in the aggregate would not materially impede the consummation of the Arrangement and except for representations and

warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not materially impede completion of the Arrangement, and the Purchaser has delivered a certificate confirming same to the Corporation, executed by a senior officer of the Purchaser (without personal liability) addressed to the Corporation and dated the Effective Date.

(b) the Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Purchaser has delivered a certificate confirming same to the Corporation, executed by a senior officer of the Purchaser (without personal liability) addressed to the Corporation and dated the Effective Date; and

(c) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser has deposited or caused to be deposited with the Depositary in escrow in accordance with Section 2.9 of the Arrangement Agreement the funds required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement.

Termination

The Arrangement Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or
(b) either the Corporation or the Purchaser if:

(i) No Required Shareholder Approval. The Required Shareholder Approval is not obtained at the Meeting in accordance with the Interim Order; provided that neither the Corporation nor the Purchaser may terminate the Arrangement Agreement pursuant to Section 7.2(2)(a) of the Arrangement Agreement if the failure to obtain the Required Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

(ii) Illegality. After the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Corporation or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate the Arrangement Agreement pursuant to Section 7.2(2)(b) of the Arrangement Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

(iii) Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date, provided that neither the Corporation nor the Purchaser may terminate the Arrangement Agreement pursuant to Section 7.2(2)(c) of the

Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties under the Arrangement Agreement or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement.

(i) Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under the Arrangement Agreement occurs that would cause any condition in Section 6.3(1) [Purchaser Representations and Warranties Condition] or Section 6.3(2) [Purchaser Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.8(3) of the Arrangement Agreement; provided that the Corporation is not then in breach of the Arrangement Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [Corporation Representations and Warranties Condition] or Section 6.2(2) [Corporation Covenants Condition] of the Arrangement Agreement not to be satisfied;

(ii) Superior Proposal. Prior to the approval by the Shareholders of the Arrangement Resolution, the Board authorizes the Corporation to enter into a definitive written agreement with respect to a Superior Proposal (excluding a confidentiality agreement permitted by and in accordance with Section 5.3 [Responding to an Acquisition Proposal] of the Arrangement Agreement), provided the Corporation has been in material compliance with Article 5 of the Arrangement Agreement and provided that prior to or concurrent with such termination, the Corporation pays the Termination Fee in accordance with Section 7.4 of the Arrangement Agreement.

(d) the Purchaser if:

(i) Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Corporation under the Arrangement Agreement occurs that would cause any condition in Section 6.2(1) [Corporation Representations and Warranties Condition] or Section 6.2(2) [Corporation Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.8(3) of the Arrangement Agreement; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Purchaser Representations and Warranties] or Section 6.3(2) [Purchaser Covenants Condition] of the Arrangement Agreement not to be satisfied, and provided further, that the Purchaser may not terminate the Arrangement Agreement pursuant to this Section 7.2(4)(a) of the Arrangement Agreement if the breach of a covenant is the result of any action or failure to take any action by any Representative of the Purchaser or the Guarantor after the date of the Arrangement Agreement;

(ii) Change in Recommendation. (A) the Board or the Special Committee fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Board Recommendation, or (B) the Board or the Special Committee accepts, approves, endorses, enters into, recommends, or publicly proposes to accept, approve, endorse, enter into or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days (or beyond the third (3rd) Business Day prior to the date of the Meeting, if sooner), (C) the Board or the Special Committee accepts or enters into or authorizes the Corporation or any of its Subsidiaries to accept or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) or publicly proposes to accept or enter into or to authorize the Corporation or any of its Subsidiaries to accept or enter into, any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal or any proposal or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal, or (D) the Board or the Special Committee fails to publicly recommend or reaffirm the Board Recommendation within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting) (collectively, a "Change in Recommendation");

(iii) Breach of Non-Solicit. The Corporation breaches Article 5 of the Arrangement Agreement in any material respect;

(iv) Dissent Rights. The condition set forth in Section 6.2(4) [Dissent Rights] of the Arrangement Agreement is not capable of being satisfied by the Outside Date;

(v) CannTx Debt. The condition set forth in Section 6.2(6) [CannTx Debt] of the Arrangement Agreement is not capable of being satisfied by the Outside Date;

(vi) Voting Support Agreements. Prior to the date of the Meeting, any of the Voting Support Agreements is not in full force or effect, or any party to any of the Voting Support Agreements (other than the Purchaser or the Guarantor) has not performed all respective material obligations required to be performed by them under such Voting Support Agreement or is in material breach or material default under such Voting Support Agreement; or

(vii) Material Adverse Effect. There has occurred a Material Adverse Effect.

Termination Fees

Except as expressly otherwise provided in the Arrangement Agreement, all fees, costs and expenses incurred in connection with the Arrangement Agreement and the Plan of Arrangement and the transactions contemplated in the Arrangement Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Corporation incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

For the purposes of the Arrangement Agreement, “Termination Fee” means an amount equal to C$1,000,000.

For the purposes of the Arrangement Agreement a “Termination Fee Event” means the termination of the Arrangement Agreement:

(a) by the Purchaser pursuant to Section 7.2(4)(b) [Change in Recommendation] of the Arrangement Agreement;

(b) by the Purchaser pursuant to Section 7.2(4)(c) [Breach of Non-Solicit] of the Arrangement Agreement;

(d) by the Corporation or the Purchaser pursuant to Section 7.2(2)(a) [No Required Shareholder Approval] of the Arrangement Agreement, but only if:

(i) prior to the Meeting, a bona fide Acquisition Proposal is made or proposed to the Corporation or publicly announced by any Person other than the Purchaser, the Guarantor or any of their respective affiliates and such Acquisition Proposal has not been withdrawn; and

(ii) within twelve (12) months following the date of such termination, any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is (A) consummated or effected, or (B) the Corporation and/or any of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Sections 4.1 or 4.4 of the Arrangement Agreement) in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not within twelve (12) months following such termination);

provided that, for the purposes of Section 7.4(3)(d) of the Arrangement Agreement, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “10% or more” shall be deemed to be references to “50% or more.”

If a Termination Fee Event occurs, the Corporation shall pay the Termination Fee to the Purchaser by wire transfer of immediately available funds, as follows: (a) if the Termination Fee is payable pursuant to Section 7.4(3)(a) or Section 7.4(3)(b) of the Arrangement Agreement the Termination Fee shall be payable within two (2) Business Days following such termination; (b) if the Termination Fee is payable pursuant to Section 7.4(3)(c) of the Arrangement Agreement, the Termination Fee shall be payable concurrently with such termination; and (c) if the Termination Fee is payable pursuant to Section 7.4(3)(d) of the Arrangement Agreement, the Termination Fee shall be payable concurrently with the consummation of the Acquisition Proposal referred to in Section 7.4(3)(d)(ii) of the Arrangement Agreement.

If the Arrangement Agreement shall have been terminated (i) by the Purchaser pursuant to Section 7.2(4)(a) [Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation] of the

Arrangement Agreement, or (ii) by the Corporation pursuant to Section 7.2(3)(a) [Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser] of the Arrangement Agreement, the non-terminating Party shall pay, or cause to be paid, to the terminating Party by wire transfer of immediately available funds, an amount equal to C$500,000 (the “Expense Reimbursement”), such payment to be made within one Business Day of any such termination. The Corporation or the Purchaser shall only be obligated to pay the Expense Reimbursement once pursuant to Section 7.4(5) of the Arrangement Agreement. No Expense Reimbursement shall be payable pursuant to Section 7.4(5) of the Arrangement Agreement if the Corporation has paid the Termination Fee and the Corporation shall only be required to pay the difference between the Termination Fee and the Expense Reimbursement if, after the Corporation has paid the Expense Reimbursement to the Purchaser, the Corporation becomes obligated to pay the Termination Fee.

Each Party acknowledged that the Termination Fee is an integral part of the transactions contemplated by the Arrangement Agreement, and that without these agreements the Parties would not have entered into the Arrangement Agreement, and that the Termination Fee represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damages and expenses, which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of the Arrangement Agreement and is not a penalty and shall be the sole remedy at law or in equity with respect thereto. The Corporation irrevocably waived any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Each Party agreed that, upon any termination of the Arrangement Agreement under circumstances where the Purchaser is entitled to the Termination Fee and such amount is paid in full, the Purchaser shall be precluded from any other remedy against the Corporation under applicable Law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Corporation or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with the Arrangement Agreement or the transactions contemplated hereby. In no event shall a Party be entitled to collect the applicable Termination Fee or Expense Reimbursement on more than one occasion.

The Parties acknowledged that the agreements contained in Section 7.4 of the Arrangement Agreement are an integral part of the transactions contemplated by the Arrangement Agreement, and that without these agreements the Parties would not have entered into the Arrangement Agreement; accordingly, if the Corporation or the Purchaser, as applicable, fails to pay the Termination Fee or Expense Reimbursement when due and, in order to obtain such payment, the Party commences a suit that results in a judgment against the Corporation or the Purchaser, as applicable, for the Termination Fee or Expense Reimbursement, such breaching Party shall pay to the applicable Party (a) its costs and expenses (including attorneys' fees) in connection with such suit; and (b) interest on the Termination Fee or Expense Reimbursement, as applicable, from the date the Termination Fee or Expense Reimbursement, as applicable, becomes due and payable at a rate per annum equal to the prime rate published in the Wall Street Journal, Eastern Edition, in effect on the date of the termination of the Arrangement Agreement plus five percent (5%).

Purchaser Guarantee

The Guarantor has unconditionally and irrevocably (a) guaranteed in favour of the Corporation the due and punctual performance by the Purchaser of all of the Purchaser's covenants, obligations and undertakings under the Arrangement Agreement, including any covenant, obligation or undertaking of the Purchaser for the payment of money (the "Payment Obligations"), and (b) undertook in favour of the

Corporation to be jointly and severally liable with the Purchaser for all Payment Obligations under the Arrangement Agreement, including without limitation the payment of the aggregate Consideration payable under Section 2.9 [Payment of Consideration] of the Arrangement Agreement in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement and for the accuracy and completeness of all of the Purchaser's representations and warranties under the Arrangement Agreement. Each of the undertaking and guarantee set forth in the foregoing sentence (collectively, the "Undertaking") will remain in force until all applicable covenants, obligations and undertakings have been satisfied in full. Guarantor has agreed that its Undertaking is continuing in nature and full and unconditional, and no release or extinguishments of the Purchaser's liabilities (other than in accordance with the terms of the Arrangement Agreement), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of such Undertaking. Guarantor has agreed that the Corporation shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this Undertaking against the Guarantor and the Guarantor has agreed to be jointly and severally liable with the Purchaser for all guaranteed obligations as if it were the principal obligor of such obligations referred to in sub-clause (a) of the first sentence of Section 8.1(1) of the Arrangement Agreement. The Guarantor acknowledged that the Corporation is relying on Section 8.1(1) in entering into the Arrangement Agreement.

Injunctive Relief

Subject to Section 8.6(2) of the Arrangement Agreement, the Parties agreed that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of the Arrangement Agreement were not performed in accordance with their specific terms or were otherwise breached. Subject to Section 8.6(2) of the Arrangement Agreement, it is accordingly agreed that the Parties shall be entitled to specific performance of the terms of the Arrangement Agreement and an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of the Arrangement Agreement, and to enforce compliance with the terms of the Arrangement Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief being waived.

Notwithstanding anything in the Arrangement Agreement to the contrary, the Parties acknowledged and agreed that the Corporation shall be entitled to specific performance or injunctive relief to cause the Purchaser to effect the Closing in accordance with Section 2.8 of the Arrangement Agreement, in each case, only if:

(a) all conditions in Section 6.1 and Section 6.2 of the Arrangement Agreement have been satisfied (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party in whose favour the condition is, of those conditions as of the Effective Date);

(b) the Purchaser fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 2.8 of the Arrangement Agreement; and

(c) the Corporation has irrevocably confirmed in writing that if specific performance is granted, then the Closing will occur.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual

written agreement of the Parties, subject to the Plan of Arrangement, the Interim Order and the Final Order, without further notice to or authorization on the part of the Shareholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
(c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(d) waive compliance with or modify conditions contained in the Arrangement Agreement;

provided that no such amendment may reduce or materially adversely affect the Consideration to be received by Shareholders under the Arrangement or change the form of the Consideration without their approval at the Meeting or, following the Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

Governing Law

The Arrangement Agreement is governed by and will be interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

Under the Arrangement Agreement, each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

No Liability

No director or officer of the Purchaser or the Guarantor shall have any personal liability whatsoever to the Corporation under the Arrangement Agreement or any other document delivered in connection with the transactions contemplated by the Arrangement Agreement on behalf of the Purchaser or the Guarantor. No director or officer of the Corporation or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser or the Guarantor under the Arrangement Agreement or any other document delivered in connection with the transactions contemplated by the Arrangement Agreement on behalf of the Corporation or any of its Subsidiaries.

INFORMATION CONCERNING THE CORPORATION

The Corporation

General

The head office of the Corporation is located at 250 Elm St, Aylmer, Ontario N5H 2M8, and the registered office of the Corporation is located at 250 Elm St, Aylmer, Ontario N5H 2M8.

The Corporation is the publicly traded parent company of Entourage Brands Corp., a licence holder producing and distributing cannabis products for the medical and adult-use markets. The Corporation owns and operates a fully licensed 26,000F sq. ft. Aylmer, ON processing facility. With its Starseed Medicinal medical-centric brand, the Corporation has expanded its multi-channelled distribution strategy. Starseed's industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, along with employers and union groups, complements the Corporation's direct sales to medical patients. The Corporation's elite adult-use product portfolio includes Color Cannabis, Saturday Cannabis – and now Dime Bag – sold across eight provincial distribution agencies.

Intercorporate Relationships

The following diagram illustrates the organizational structure of the Corporation:

Description of Share Capital

The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of the Corporation's Articles and by-laws.

General

The Corporation's authorized share capital consists of an unlimited number of Common Shares. As at February 10, 2025, there were 308,387,453 Common Shares issued and outstanding.

The holders of Common Shares are entitled to receive notice of and to attend all annual and special meetings of the shareholders of Entourage and to one vote in respect of each Common Share held at all such meetings, except meetings at which only holders of another particular class or series shall have the right to vote.

Subject to the rights of any other shares of Entourage ranking senior to the Common Shares with respect to the payment of dividends, the holders of the Common Shares are entitled to receive dividends,

exclusive of any other shares of Entourage, if, as and when declared by the Board. The holders of the Common Shares are also entitled to share equally in any distribution of the assets of Entourage upon liquidation, dissolution, bankruptcy or winding-up or any other distribution of its assets among the shareholders of Entourage for the purpose of winding-up its affairs (such event referred to herein as a "Distribution"). Such participation is subject to the preferences accorded to holders of other shares of Entourage ranking senior to the Common Shares with respect to payment on a Distribution. The Common Shares are not convertible into any other class of shares.

Dividend Policy

Since its incorporation, Entourage has not directly or indirectly declared or paid any dividend or declared or made any other distribution on any of its Common Shares. The Corporation currently has minimal cash flow from its operating activities, and, accordingly, it has not implemented a policy regarding the declaration or payment of dividends. Any determination to implement a dividend policy, if and when appropriate, will be made having regard to, among other things: results of operations; financial condition; expected future levels of earnings; future operating cash flow; liquidity requirements; market opportunities; income taxes; debt repayments; legal, regulatory and contractual constraints; working capital requirements; tax laws, the approval of the Board and compliance with applicable laws and TSXV rules. See "Risk Factors" in the Corporation's MD&A for the year ended December 31, 2023 and in the Corporation's MD&A for the nine months ended September 30, 2024

Commitments to Acquire Securities of Entourage

Except as otherwise described in this Circular, none of the Corporation and its directors and executive officers or, to the knowledge of the directors and executive officers of the Corporation, any of their respective associates or affiliates, any other insiders of the Corporation or their respective associates or affiliates or any person acting jointly or in concert with the Corporation has made any agreement, commitment or understanding to acquire securities of the Corporation.

Previous Purchases and Sales

Other than pursuant to the exercise of Corporation Options and Corporation DSUs, or as otherwise described under the heading "Information Concerning the Corporation - Previous Distributions", no Common Shares or other securities of the Corporation have been purchased or sold by the Corporation during the twelve month period preceding the date of this Circular.

Previous Distributions

Except as disclosed in the following table, no Common Shares were distributed during the five years preceding the date of this Circular.

Nature of Distribution	Date of Distribution	Number of Common Shares	Average Issue/Exercise Price per Common Share	Gross Proceeds to Corporation
2025 (to February 10, 2025)
Nil.
2024

Nature of Distribution	Date of Distribution	Number of Common Shares	Average Issue/Exercise Price per Common Share	Gross Proceeds to Corporation
Nil.
2023
Common Shares issued pursuant to a private placement	May 12, 2023	1,423,057	C$0.03	C$42,691
Common Shares issued pursuant to the settlement of Corporation DSUs	February 17, 2023	220,000	N/A	N/A
2022
Common Shares issued pursuant to the settlement of Corporation DSUs	August 10, 2022	1,357,870	N/A	N/A
Common Shares issued pursuant to the settlement of Corporation DSUs	July 29, 2022	1,409,824	N/A	N/A
2021
Common Shares issued pursuant to the terms of the acquisition agreement with CannTx Life Sciences Inc.	October 19, 2021	57,352,488	N/A	N/A
Units issued under a bought deal public offering(1)	March 12, 2021	35,937,500	$0.48	C$17,250,000
Common Shares issued pursuant to the exercise of Corporation Options	February 11, 2021	425,000	C$0.94	C$397,301
2020
Common Shares issued pursuant to the exercise of subscription receipts of the Corporation	February 4, 2020	23,079,763	C$1.0832	N/A
Common Shares issued to a vendor in exchange for services provided to the Corporation	February 4, 2020	692,393	C$0.8428	N/A

Notes:
(1) Each unit was comprised of one Common Share and one half of one Common Share purchase warrant with an exercise price of C$0.60.

Market for Securities

The Common Shares are listed on the TSXV under the symbol "ENTG", on the OTCQX under the symbol "ETRGF" and on the FSE under the symbol "4WE". The following table sets forth the reporting high and low prices (including intra day prices) and the monthly trading volume for the Common Shares on the TSXV for the periods indicated (Source: TMX Money):

Month	Common Share Price (C$ per Common Share)		Total Monthly Volumes (# of Common Shares)
	High	Low
August 2024	0.015	0.01	1,165,989
September 2024	0.015	0.01	551,602
October 2024	0.015	0.01	2,375,471
November 2024	0.015	0.005	4,665,772
December 2024	0.015	0.005	4,095,084
January 2025	0.01	0.005	3,637,115
February 1-7, 2025	0.005	0.005	2,034,397

The closing price of the Common Shares on the TSXV on December 27, 2024, the last full trading day prior to the announcement of the Arrangement, was C$0.01.

Interest of Informed Persons in Material Transactions

Except as otherwise described elsewhere in this Circular, to the knowledge of the directors and executive officers of the Corporation, no director or officer of the Corporation, or person who beneficially owns, or controls or directs, directly or indirectly, more than ten percent of the Common Shares, or director or officer of such person, or associate or affiliate of the foregoing has any interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected the Corporation or any of its Subsidiaries.

Material Changes in the Affairs of the Corporation

Except as described in this Circular, the directors and executive officers of the Corporation are not aware of (i) any plans or proposals for material changes in the affairs of the Corporation; (ii) any plans, proposals, or negotiations that would result in changes to the Corporation's articles, bylaws or other governing instruments; and (iii) any material corporate events during the last two years concerning any mergers, consolidations, acquisitions, or sales of a material amount of assets of the Corporation.

Aggregate Indebtedness

As at February 10, 2025, none of the current or former directors or executive officers or employees of the Corporation or any of its Subsidiaries, or any associate or affiliate of any such person, is as of the date hereof, or has been since January 1, 2024, indebted to the Corporation.

Auditor

MNP LLP, Chartered Professional Accountants are the auditors of the Corporation.

INFORMATION CONCERNING THE PURCHASER

The Purchaser

The Purchaser is a corporation organized under the laws of Ontario and is a related party of LPFCEC formed for the purposes of entering into the Arrangement.

RISK FACTORS

The following risk factors should be carefully considered by Shareholders in evaluating the approval of the Arrangement Resolution. The following risk factors are not a definitive list of all risk factors associated with the Corporation or the Arrangement.

Risks Related to Entourage

If the Arrangement is not completed, Entourage will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the Corporation's the Management's Discussion and Analysis (the "MD&A") for the year ended December 31, 2023, as well as the MD&A for the interim period ended September 30, 2024, which have been filed on SEDAR+ at www.sedarplus.ca.

Risks Relating to the Arrangement

Possibility of CCAA Proceedings; Inability to Continue as Going Concern

If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings. If the transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.

Conditions Precedent and Required Approvals

There can be no certainty that all conditions precedent to the Arrangement will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. Failure to complete the Arrangement for any reason could materially negatively impact the trading price of the Common Shares and threaten the ability of the Corporation to continue as a going concern.

The completion of the Arrangement is subject to certain conditions precedent, some of which are outside the control of the Corporation and the Purchaser, including the Arrangement Resolution being approved and adopted by the Shareholders at the Meeting and the granting of the Final Order. In addition, the completion of the Arrangement by the Purchaser is conditional on, among other things, no occurrence since the date of the Arrangement Agreement of a Material Adverse Effect. There can be no certainty, nor can the Corporation or the Purchaser provide any assurance, that these conditions will be satisfied or

waived or, if satisfied or waived, when they will be satisfied or waived. If the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Corporation to the completion thereof could have a negative impact on the Corporation's current business relationships, including with future and prospective employees and partners, and could have a Material Adverse Effect on the current and future operations, financial condition and prospects of the Corporation. If the Arrangement is not completed and the Board decides to seek an alternative transaction, there can be no assurance that Guarantor would be willing to accept or support an alternative transaction.

Termination in Certain Circumstances

Each of the Corporation and the Purchaser has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can the Corporation provide any assurance, that the Arrangement Agreement will not be terminated by either of the Corporation or the Purchaser prior to the completion of the Arrangement. The Corporation's business, financial condition or results of operations could also be subject to various material adverse consequences, including that (i) the Corporation would remain liable for significant costs relating to the Arrangement including, among others, advisory, legal, accounting and printing expenses and (ii) the Corporation's relationships with employees and other stakeholders may be adversely affected. In response to the uncertainty as to the completion of the Arrangement, the Corporation's contractual counterparties may delay or defer decisions concerning the Corporation and may seek to modify or terminate their business relationships with the Corporation. Any delay or deferral of those decisions by contractual counterparties could adversely affect the business and operations of the Corporation, regardless of whether the Arrangement is ultimately completed. Since the completion of the Arrangement is subject to uncertainty, officers and employees of the Corporation may experience uncertainty about their future roles with the Corporation. Similarly, uncertainty may adversely affect the Corporation's ability to attract or retain key personnel.

The Required Shareholder Approvals May Not Be Obtained

To become effective, the Arrangement Resolution must be approved by both (i) at least two-thirds of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting, other than the Excluded Shareholders. If the required shareholder approvals are not obtained, the consequent failure to complete the Arrangement could materially negatively impact the trading price of the Common Shares.

Occurrence of a Material Adverse Effect

The completion of the Arrangement is subject to the condition that there shall not have occurred a Material Adverse Effect. Although a Material Adverse Effect excludes certain events, including events in some cases that are beyond the control of the Purchaser, there can be no assurance that a Material Adverse Effect will not occur prior to the Effective Time. If such a Material Adverse Effect occurs and the Purchaser does not waive same, the Arrangement would not proceed. See "Arrangement Agreement – Conditions of Closing".

Interim Covenants

Under the Arrangement Agreement, the Corporation must generally conduct its business in the Ordinary Course, and before the completion of the Arrangement or termination of the Arrangement Agreement, the Corporation is restricted from taking certain specified actions without the consent of the Purchaser. Although the Purchaser and Corporation intend to allow the Corporation to operate in the Ordinary Course, these restrictions may prevent the Corporation from pursuing certain business opportunities that may arise prior to the completion of the Arrangement unless otherwise consented to by the Purchaser. See "Arrangement Agreement – Covenants – Conduct of the Business of the Corporation".

The Arrangement Agreement Limits the Corporation's Ability to Pursue Alternatives to the Arrangement.

Subject to limited exceptions, the Arrangement Agreement contains provisions that restrict the Corporation from selling its business to a party other than the Purchaser and restrict it from pursuing other strategic alternatives. These provisions include a general prohibition on soliciting any Acquisition Proposal or offer for a competing transaction and the requirement that the Corporation pay the Termination Fee if the Arrangement Agreement is terminated in specified circumstances. The Board is also limited in its ability to make a Change in Recommendation.

While the Corporation believes these provisions are reasonable, these provisions may discourage a third party that may have an interest in acquiring the Corporation from considering or proposing such an acquisition, even if such third party were prepared to pay consideration with a higher per share cash or market value than the consideration proposed to be received or realized in the Arrangement, or might result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the Termination Fee and/or certain expenses of the Purchaser that may become payable by the Corporation.

The Corporation may Become Liable to Pay the Termination Fee

If the Arrangement Agreement is terminated under certain circumstances, the Corporation may be required to pay the Termination Fee to the Purchaser and/or certain expenses of the Purchaser up to C$500,000. Moreover, if the Corporation is required to pay the Termination Fee and/or certain expenses of the Purchaser up to C$500,000 under the Arrangement Agreement and the Corporation does not enter into or complete an alternative transaction, the financial condition of the Corporation may be materially adversely affected. Even if the Arrangement Agreement is terminated without payment of the Termination Fee, the Corporation may, in the future, be required to pay the Termination Fee in certain circumstances. See "Arrangement Agreement – Termination Fees".

The Termination Fee Provided under the Arrangement Agreement if the Arrangement Agreement is Terminated in Certain Circumstances May Discourage Other Parties from Attempting to Acquire the Corporation.

Under the Arrangement Agreement, the Corporation is required to pay a Termination Fee of C$1,000,000 in the event the Arrangement Agreement is terminated in certain circumstances. While the Board has determined that the Termination Fee is reasonable, it may nevertheless discourage other parties from attempting to make a Superior Proposal under the Arrangement Agreement, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See "Arrangement Agreement — Termination".

Interests of Directors and Officers

In considering the recommendation of the Special Committee and the Board to vote in favour of the Arrangement Resolution, Shareholders should be aware that certain members of the Board and officers of the Corporation may have agreements or arrangements that provide them with interests in the Arrangement that differ from, or are in addition to, those of Shareholders, generally. See "The Arrangement – Interest of Certain Persons in the Arrangement".

The Pending Arrangement may Divert the Attention of the Corporation's Management

The Arrangement could cause the attention of the Corporation's management to be diverted from the day-to-day operations and customers or suppliers may seek to modify or terminate their business relationships with the Corporation. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Corporation.

The Corporation is Not Able to Assess the Accuracy or Completeness of the Information Regarding the Purchaser and the Guarantor Included in this Circular

All information regarding the Purchaser and the Guarantor contained in this Circular has been provided by the Purchaser and the Guarantor, respectively, unless otherwise indicated. Although the Corporation has no knowledge that any statement contained herein, taken from, or based on, such information and records or information provided by the Purchaser and the Guarantor, respectively, is untrue or incomplete, the Corporation assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser and the Guarantor, respectively, to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Corporation. Any inaccuracy or material omission in the information provided by the Purchaser and the Guarantor, respectively, for inclusion in this Circular could result in unanticipated liabilities or expenses, increase the cost of the Arrangement or adversely affect the current and future operations, financial condition and prospects of the Corporation.

Entourage will Incur Costs

Certain costs related to the Arrangement, such as legal and certain financial advisor fees, must be paid by Entourage even if the Arrangement is not completed.

No Interest in the Corporation Following the Arrangement

Following the Arrangement, Shareholders will no longer hold any of the Common Shares and the Shareholders will forego any future increase in value that might result from future growth and the potential achievement of the Corporation's long-term plans.

The Arrangement is a Taxable Transaction

The Arrangement is generally a taxable transaction for Canadian federal income tax purposes (and may also be a taxable transaction under other applicable tax Laws) and, as a result, Shareholders will generally be required to pay taxes on gains, if any, that result from the receipt of the Consideration under the Arrangement. Shareholders are advised to consult with their own tax advisors to determine the tax consequences of the Arrangement to them. See “Certain Canadian Federal Income Tax Considerations”.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations in respect of the Arrangement generally applicable to a beneficial owner of Common Shares who, for the purposes of the Tax Act and at all relevant times, (i) deals at arm's length with the Corporation, the Purchaser, the Guarantor and their respective affiliates, (ii) is not affiliated with the Corporation, the Purchaser, the Guarantor or any of their respective affiliates, (iii) disposes of their Common Shares under the Arrangement, and (iv) holds their Common Shares as capital property (a "Holder").

Generally, the Common Shares will be capital property to a Holder unless the Common Shares are held or were acquired in the course of carrying on a business or as part of an adventure or concern in the nature of trade. Certain Resident Holders (as defined below) whose Common Shares might not otherwise be capital property may, in some circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such Common Shares and every other "Canadian security" (as defined in the Tax Act) owned by them deemed to be capital property in the taxation year the election is made and in all subsequent taxation years. Such Resident Holders should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

This summary does not address the tax consequences of the Arrangement to holders of Corporation Options or Corporation DSUs. Such holders should consult their own tax advisors.

This summary is based upon the current provisions of the Tax Act and counsel's understanding of the existing case law and the administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") published in writing prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policies or assessing practices, whether by legislative, regulatory, administrative or judicial action or decision, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may be different from those discussed in this summary.

This summary is not applicable to a Holder (i) that is a “financial institution” as defined in the Tax Act for the purposes of the “mark-to-market property” rules contained in the Tax Act; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) who has acquired Common Shares on the exercise of an employee stock option or through another equity based employment compensation arrangement; (iv) an interest in which is, or whose Common Shares are, a “tax shelter investment” as defined in the Tax Act; (v) that is exempt from tax under Part I of the Tax Act, (vi) who reports its “Canadian tax results” within the meaning of section 261 of the Tax Act in a currency other than Canadian currency; or (vi) that has entered into or will enter into a “derivative forward agreement” or “synthetic disposition arrangement” as defined in the Tax Act in respect of the Common Shares. Such Holders should consult their own tax advisors with respect to the income tax consequences applicable to the Arrangement. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Common Shares or any other tax issues related to such borrowing.

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Holders should consult their own tax advisors with respect to the tax consequences of the Arrangement having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax laws.

Where an amount that is relevant in computing a Holder's Canadian tax results is expressed in a currency other than Canadian currency, such amount must generally be converted to Canadian currency using the applicable exchange rate (for purposes of the Tax Act) quoted by the Bank of Canada on the day such amount first arose, or using such other rate of exchange as is acceptable to the Minister of National Revenue (Canada).

Holders Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for purposes of the Tax Act and any applicable income tax treaty (a "Resident Holder").

Disposition of Common Shares under the Arrangement

Generally, a Resident Holder (other than a Resident Dissenting Shareholder, defined below) who disposes of Common Shares under the Arrangement will realize a capital gain (or capital loss) equal to the amount by which the total Consideration received by the Resident Holder for such Common Shares under the Arrangement exceeds (or is less than) the aggregate of the adjusted cost base of the Common Shares to the Resident Holder and any reasonable costs of disposition. The taxation of capital gains and capital losses is discussed below under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses".

Dissenting Resident Holders

A Resident Holder who has validly exercised that Resident Holder's Dissent Right (a "Resident Dissenting Shareholder") will be deemed to have transferred such Resident Dissenting Shareholder's Common Shares to the Purchaser and will be entitled to receive from the Purchaser a payment of an amount equal to the fair value of such Holder's Common Shares.

In general, a Resident Dissenting Shareholder will realize a capital gain (or capital loss) equal to the amount by which the consideration received in respect of the fair value of the Resident Dissenting Shareholder's Common Shares (other than in respect of interest awarded by a court) exceeds (or is less than) the aggregate of the adjusted cost base of such Common Shares and any reasonable costs of disposition. See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses” below. Any interest awarded by a court to a Resident Dissenting Shareholder is required to be included in the Holder's income for the purposes of the Tax Act.

Capital Gains and Capital Losses

Under the currently enacted rules in the Tax Act, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Holder in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years, to the extent and in the circumstances described in the Tax Act.

Proposed Amendments released on September 23, 2024 would increase the capital gains inclusion rate from one-half to two-thirds (the "Capital Gains Proposal"). The income inclusion rate for a particular taxation year of a Resident Holder that is an individual (other than certain trusts) in which the increased rate applies will be subject to certain adjustments which are intended to effectively reduce the Resident Holder's net inclusion rate to one-half for up to C$250,000 of net capital gains realized (or deemed to be realized) by the individual Resident Holder in the year that are not offset by net capital losses carried back or forward from another taxation year. The Capital Gains Proposal also provides for transitional rules and other consequential amendments. Resident Holders are urged to consult their own tax advisors in respect of the effect the Capital Gains Proposal would have on a disposition of the Common Shares under the Arrangement.

On January 6, 2025, the Parliament of Canada was prorogued and the Proposed Amendments that would have enacted the Capital Gains Proposal lapsed. On January 31, 2025, the Minister of Finance (Canada) announced that the date of the application of the Capital Gains Proposal will be deferred until January 1, 2026 and new Proposed Amendments will be introduced in due course that would re-introduce the Capital Gains Proposal. In response, the CRA announced that it will administer the currently enacted capital gain inclusion rate of one-half as provided in the Tax Act until January 1, 2026. Resident Holders should consult their own tax advisors in this regard.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Common Share may be reduced by the amount of certain dividends received (or deemed to be received) by it on such Common Share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns such Common Share, directly or indirectly through a partnership or trust. Resident Holders to whom these rules may apply are urged to consult their own tax advisor.

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) or that is a "substantive CCPC" (as defined in the Tax Act), at any time in the relevant taxation year, may be liable for an additional tax of $10^{2/3}\%$ (refundable in certain

circumstances in accordance with the Tax Act) on its “aggregate investment income”, which is defined to include an amount in respect of taxable capital gains.

Capital gains realized by a Resident Holder that is an individual or a trust, other than certain trusts, may give rise to a liability for alternative minimum tax under the Tax Act. Amendments set out in the 2023 and 2024 federal budgets, providing for changes to the alternative minimum tax rules in the Tax Act, were enacted under Bill C-69 which received Royal Assent on June 20, 2024. These changes expanded the scope of the alternative minimum tax rules. Resident Holders should consult their own advisors with respect to the potential application of alternative minimum tax.

Holders Not Resident in Canada

The following portion of this summary is applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty, and at all relevant times, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, Common Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Disposition of Common Shares under the Arrangement

A Non-Resident Holder who disposes of Common Shares under the Arrangement will realize a capital gain or a capital loss computed in the manner described above under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses”. A Non-Resident Holder will not be subject to tax under the Tax Act on any taxable capital gain, or be entitled to deduct any allowable capital loss, realized on the disposition of Common Shares under the Arrangement unless the Common Shares are “taxable Canadian property” (within the meaning of the Tax Act) to the Non-Resident Holder at the disposition time and do not constitute “treaty-protected property” for purposes of the Tax Act.

In general, provided that the Common Shares are listed on a “designated stock exchange” (as defined in the Tax Act, and which currently includes the TSXV) at the disposition time, the Common Shares will not be taxable Canadian property to a Non-Resident Holder unless, at any time during the 60 month period immediately preceding the disposition time, (i) at least 25% of the issued shares of any class or series of the capital stock of the Corporation were owned by or belonged to any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length (for purposes of the Tax Act), and (c) partnerships in which the Non-Resident Holder or a person described in (b) held a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in any such property, whether or not such property exists. Notwithstanding the foregoing, the Common Shares may be deemed to be “taxable Canadian property” in certain circumstances specified in the Tax Act. Non-Resident Holders should consult their own tax advisors in this regard.

Even if the Common Shares are considered to be “taxable Canadian property” of a Non-Resident Holder, a taxable capital gain resulting from the disposition of such Common Shares under the Arrangement will not be included in the Non-Resident Holder’s income for purposes of the Tax Act if the Common Shares

constitute "treaty-protected property" (as defined in the Tax Act). Common Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such Common Shares would, because of an applicable income tax treaty, be exempt from tax under Part I of the Tax Act.

In the event that the Common Shares constitute "taxable Canadian property" but not "treaty-protected property" to a Non-Resident Holder, then the tax consequences described above under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Common Shares under the Arrangement" and "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses" will generally apply (subject to certain adjustments including being calculated as if the only taxable capital gains and allowable capital losses of the Non-Resident Holder were taxable capital gains and allowable capital losses from the disposition of taxable Canadian properties other than treaty-protected properties). A Non-Resident Holder who disposes of taxable Canadian property that is not treaty-protected property may have to file a Canadian income tax return for the taxation year in which the disposition occurs, regardless of whether the Non-Resident Holder is liable for Canadian income tax on any gain realized as a result.

A Non-Resident Holder whose Common Shares may be "taxable Canadian property" should consult its own tax advisor, including with regard to any Canadian tax compliance or reporting requirement arising from this transaction.

Non-Resident Dissenting Shareholders

A Non-Resident Holder who has validly exercised that Non-Resident Holder's Dissent Right (a "Non-Resident Dissenting Shareholder") will be deemed to have transferred such Non-Resident Dissenting Shareholder's Common Shares to the Purchaser and will be entitled to receive a payment of an amount equal to the fair value of the Non-Resident Dissenting Shareholder's Common Shares.

Non-Resident Dissenting Shareholders will generally realize a capital gain (or capital loss) in the same manner as a Resident Dissenting Shareholder as described above under the headings "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders".

The income tax treatment of a capital gain (or capital loss) realized by a Non-Resident Dissenting Shareholder will generally be the same as described above under the headings "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Disposition of Common Shares under the Arrangement".

The amount of any interest awarded by a court to a Non-Resident Dissenting Shareholder will not be subject to Canadian withholding tax provided that such interest is not "participating debt interest" (as defined in the Tax Act). Non-Resident Dissenting Shareholders who intend to dissent from the Arrangement are urged to consult their own tax advisors.

DISSENTING SHAREHOLDERS' RIGHTS

The following description of the right to dissent to which Registered Shareholders are entitled is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of such Dissenting Shareholder's Common Shares and is qualified in its entirety by reference to the full text of the Plan of Arrangement, Interim Order and the text of Section 185 of the OBCA, which are attached to this Circular as Appendices B, C and D, respectively. A Dissenting

Shareholder who intends to exercise the right to dissent should carefully consider and comply with the provisions of the OBCA, as modified by the Plan of Arrangement and by the Interim Order. Failure to adhere to the procedures established therein may result in the loss of Dissent Rights. Accordingly, each Dissenting Shareholder who might desire to exercise Dissent Rights should consult his or her own legal advisor.

A Court hearing the Application for Final Order has the discretion to alter the Dissent Rights described in this Circular based on the evidence presented at such hearing.

Subject to certain tests as described below, pursuant to the Interim Order, Dissenting Shareholders are entitled, in addition to any other right such Dissenting Shareholder may have, to dissent and to be paid by the Purchaser the fair value of the Common Shares held by such Dissenting Shareholder in respect of which such Dissenting Shareholder dissents, determined as of the close of business on the last business day before the day on which the Arrangement Resolution from which such Dissenting Shareholder's dissent was adopted and provided the Arrangement is completed in respect of such Shareholders. Dissenting Shareholders are cautioned that the fair value could be determined to be less than the amount payable pursuant to the terms of the Arrangement.

A Dissenting Shareholder may dissent only with respect to all of the Common Shares held by such Dissenting Shareholder, or on behalf of any one beneficial owner, and registered in the Dissenting Shareholder's name. Only Registered Shareholders are entitled to dissent. Non-Registered Shareholders who wish to dissent should be aware that they may only do so through the registered holder of such Common Shares. A Registered Shareholder, such as a broker, dealer, bank, trust company or other nominee (including CDS), who holds Common Shares as nominee for Non-Registered Shareholders, some of whom wish to dissent, must exercise the Dissent Right on behalf of such Non-Registered Shareholders with respect to all of the Common Shares held for such Non-Registered Shareholders. In such case, the written objection to the Arrangement Resolution should set forth the number of Common Shares covered by it.

Dissenting Shareholders must provide a written objection to the Arrangement Resolution so that it is received by Entourage Health Corp., c/o Mintz LLP, 2800 – 200 Bay Street, Toronto, ON M5J 2J3, Attention: Eric Foster or by email at [email protected], by 1:00 p.m. (Toronto Time) on March 19, 2025 (or the date that is two business days immediately prior to the date of any adjournment or postponement of the Meeting). No Shareholder who has voted in favour of the Arrangement Resolution shall be entitled to dissent with respect to the Arrangement.

Either the Corporation (which for purposes hereof shall include any successor to the Corporation) or a Dissenting Shareholder, as the case may be, may apply to the Court, after the approval of the Arrangement Resolution to fix the fair value of such Dissenting Shareholder's Common Shares. If such an application is made to the Court by either the Corporation or a Dissenting Shareholder, as the case may be, the Corporation must, unless the Court orders otherwise, send to each Dissenting Shareholder, a written offer to pay such Dissenting Shareholder an amount considered by the Purchaser to be the fair value of the Common Shares held by such Dissenting Shareholder (an "Offer to Pay"). The Offer to Pay, unless the Court orders otherwise, must be sent to each Dissenting Shareholder, as the case may be, at least ten days before the date on which the application is returnable, if the Corporation is the applicant, or within ten days after the Corporation is served a copy of the application, if a Dissenting Shareholder is the applicant. Every offer will be made on the same terms to each Dissenting Shareholder and contain or be accompanied with a statement showing how the fair value was determined.

A Dissenting Shareholder may make an agreement with the Purchaser for the purchase of such holder's Common Shares in the amount of the offer made by the Purchaser, or otherwise, at any time before the Court pronounces an order fixing the fair value of the Common Shares.

A Dissenting Shareholder will not be required to give security for costs in respect of an application and, except in special circumstances, will not be required to pay the costs of the application or appraisal. On the application, the Court will make an order fixing the fair value of the Common Shares of all Dissenting Shareholders, as the case may be, who are parties to the application, giving judgment in that amount against the Purchaser and in favour of each of those Dissenting Shareholders, and fixing the time within which the Purchaser must pay the amount payable to each Dissenting Shareholder calculated from the date on which such Dissenting Shareholder ceases to have any rights as a Shareholder until the date of payment.

On the Arrangement becoming effective in respect of the Common Shares held by the Dissenting Shareholder, such Dissenting Shareholder will cease to have any rights as a Shareholder, as the case may be, other than the right to be paid the fair value of such holder's Common Shares. Until one of these events occurs, the Dissenting Shareholder may withdraw his or her dissent or, if the Arrangement has not yet become effective, the Corporation may rescind the Arrangement Resolution and in either event, the dissent and appraisal proceedings in respect of that Dissenting Shareholder will be discontinued.

The Purchaser shall not make a payment to a Dissenting Shareholder under Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, if there are reasonable grounds for believing that the Purchaser is or would after the payment be unable to pay its liabilities as they become due, or that the realizable value of its assets would thereby be less than the aggregate of its liabilities. In such event, the Purchaser shall notify each Dissenting Shareholder that they are unable lawfully to pay such Dissenting Shareholder for his or her Common Shares, in which case the Dissenting Shareholder may, by written notice to the Purchaser within 30 days after receipt of such notice, withdraw such holder's written objection, in which case the holder shall be deemed to have participated in the Arrangement as a Shareholder. If the Dissenting Shareholder does not withdraw such holder's written objection, such Dissenting Shareholder retains status as a claimant against the Purchaser to be paid as soon as the Purchaser is lawfully entitled to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Purchaser but in priority to their equity securityholders.

All Common Shares held by Dissenting Shareholders who exercise their Dissent Rights will, if the holders thereof do not otherwise withdraw such written objections, be deemed to be transferred to the Purchaser under the Arrangement in exchange for the fair value thereof or will, if such Dissenting Shareholders ultimately are not so entitled to be paid the fair value thereof, be treated as if the holders had participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares.

The foregoing is only a summary of the provisions of the OBCA regarding the rights of Dissenting Shareholders (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex, and does not purport to provide a comprehensive statement of the procedures to be followed by Dissenting Shareholders who seek payment of the fair value of their Common Shares. Section 185 of the OBCA, other than as amended by the Arrangement and the Interim Order, requires adherence to the procedures established therein and failure to do so may result in the loss of all rights thereunder. Accordingly, Dissenting Shareholders who might desire to exercise the right to dissent and appraisal should carefully consider and comply with the provisions of Section 185 of the OBCA, the full text of which is set out in Appendix D to this Circular and consult their own legal advisor.

The Arrangement Agreement provides that, unless otherwise waived by the Purchaser in its sole discretion, it is a condition to the completion of the Arrangement that Dissent Rights shall not have been validly exercised, and not withdrawn or deemed to have been withdrawn, with respect to more than 5% of the issued and outstanding Common Shares, excluding, for the purpose of such calculation, Common Shares held by the Purchaser and the Guarantor.

DEPOSITARY

TSX Trust will act as the Depositary for the receipt of share certificates and DRS Advice representing the Common Shares and related Letters of Transmittal and the payments to be made to the Shareholders pursuant to the Arrangement. The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by the Corporation against certain liabilities under applicable Securities Laws and expenses in connection therewith.

No fee or commission is payable by any holder of Common Shares who transmits its Common Shares directly to the Depositary. Except as set forth elsewhere in this Circular, the Corporation will not pay any fees or commissions to any broker or dealer or any other person for soliciting deposits of Common Shares pursuant to the Arrangement.

QUESTIONS AND FURTHER ASSISTANCE

If you have any questions about the information contained in this Circular or require assistance in completing your Proxy, please contact TSX Trust, at 1-866-600-5869 (toll-free within North America) or at 416-361-0930 or email [email protected]. Questions on how to complete the Letter of Transmittal should be directed to the Depositary, TSX Trust Company at 1-866-600-5869 (toll-free in North America) or 416-342-1091 (outside North America) or by email at [email protected].

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon for the Corporation by Mintz LLP.

Certain legal matters in connection with the Arrangement will be passed upon for the Purchaser by Goodmans LLP.

Certain legal matters in connection with the Arrangement will be passed upon for the Guarantor and LPFCEC by Koskie Minsky LLP.

ADDITIONAL INFORMATION

You may obtain a copy of the Corporation's annual audited consolidated financial statements and accompanying notes for the financial year ended December 31, 2023 together with the report of the auditors thereon, management's discussion and analysis of the results of operations and financial condition of the Corporation for the financial year ended December 31, 2023, any of the Corporation's interim consolidated financial statements for periods subsequent to the end of the Corporation's 2023 fiscal year, the Corporation's management information circular for its Annual General and Special Meeting held on June 12, 2024 and this Circular, upon request to the Corporation's Corporate Secretary. If you are a Shareholder, there will be no charge to you for these documents. You can also find these documents as well as additional

information relating to the Corporation on its website https://entouragehealthcorp.com/ or on SEDAR+ (www.sedarplus.ca).

Any statement contained in this Circular or in any other document incorporated by reference in this Circular shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which is also deemed to be incorporated by reference in this Circular modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Circular except as so modified or superseded.

APPROVAL BY THE DIRECTORS

The content and the sending of the Notice of Meeting and this Circular have been approved by the Board of Directors of the Corporation.

DATED the 10th day of February, 2025.

(signed) “Jason Alexander”

Jason Alexander
Director and Chair of the Special Committee

GLOSSARY OF TERMS

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser or the Guarantor (or any of their respective affiliates or any Person acting in concert with the Purchaser, the Guarantor or any of their respective affiliates) after the date of the Arrangement Agreement, whether or not delivered to the Shareholders, in each case directly or indirectly, in a single transaction or a series of transactions, relating to (i) any sale, disposition, alliance or joint venture (or any lease, exchange, mortgage, pledge, royalty, license, long-term supply agreement or other arrangement having the same economic effect as a sale or disposition), of or involving assets (including shares of Subsidiaries of the Corporation) representing 10% or more of the consolidated assets or contributing 10% or more of the consolidated revenue of the Corporation and its Subsidiaries; (ii) any take-over bid, tender offer, exchange offer, treasury issuance, sale of securities or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 10% or more of any class of voting or equity securities of the Corporation or any of its Subsidiaries (or securities convertible into or exercisable or exchangeable for such voting or equity securities) then outstanding; (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Corporation or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Corporation or any of its Subsidiaries.

"affiliate" has the meaning specified in National Instrument 45-106 - Prospectus Exemptions.

"allowable capital loss" has the meaning ascribed thereto under the subheading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses".

"Application" means the application filed with the Court and attached hereto as Appendix F.

"Application for Final Order" has the meaning ascribed thereto under the subheading "The Arrangement – Certain Legal Matters – Court Approvals".

"Arrangement" means an arrangement under Section 182 of the OBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated December 30, 2024, between the Corporation, 2437653 Ontario Inc., as Guarantor, and 1001095275 Ontario Inc., as Purchaser, (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Meeting by Shareholders, the full text of which is outlined in Appendix A of this Circular.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Registrar after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"associate" has the meaning specified in the Securities Act (Ontario).

"authorization" means, with respect to any Person, any order, permit, certificate, registration, approval, consent, waiver, license or similar authorization of any Governmental Entity, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets or securities.

"Board" means the Board of Directors of the Corporation.

"Board Recommendation" has the meaning ascribed thereto under the subheading "Summary – Recommendation of the Board".

"Books and Records" means the books and records of the Corporation and its Subsidiaries, including books of account and Tax records, whether in written or electronic form.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

"Cannabis Act" means the Cannabis Act (Canada) and any regulations thereunder (including the Cannabis Regulations), and any successor or replacement regulations, as the same may be amended from time to time and includes all notices, guidance, guidelines and ancillary rules or regulations promulgated thereunder or in connection therewith.

"CannTx Debt" means the C$5,000,000 principal amount loan agreement with 1217174 Ontario Ltd., maturing October 29, 2026 that is owed by CannTX Life Sciences Inc. to 1217174 Ontario Ltd. pursuant to that certain loan agreement dated as of December 15, 2019, as amended.

"CCAA Proceedings" means a proceeding commenced under the Companies' Creditors Arrangement Act (Canada).

"Certificate" means the certificate of arrangement to be issued by the Director pursuant to Subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"Change in Recommendation" has the meaning ascribed thereto under the subheading "Arrangement Agreement – Termination".

"Circular" means this management information circular of the Corporation dated February 10, 2025, together with all appendices hereto, distributed to Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Closing" means the closing of the Arrangement and the other transactions contemplated in the Arrangement Agreement and Plan of Arrangement.

"Common Shares" means the common shares of the Corporation.

"Competition Act" means the Competition Act, R.S.C. 1985, c. C-34.

"Consideration" means C$0.005 in cash for each Common Share of the Corporation without interest.

"Constating Documents" means articles of incorporation, amalgamation, or continuation, as applicable, by-laws or other constating documents and all amendments thereto.

"Contract" means any legally binding written or oral agreement, commitment, engagement, contract, license, lease, obligation, undertaking or other right or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

"Convertible Debenture Settlement Agreements" means the settlement agreements dated as of the date hereof, which have been entered into between the Corporation and the holders of the Corporation Convertible Debentures, pursuant to which the Corporation has agreed to settle Corporation Convertible Debentures, conditional upon the closing of the Arrangement.

"Corporation" or "Entourage" means Entourage Health Corp.

"Corporation Convertible Debentures" means the outstanding 9% C$1,000,000 principal amount unsecured convertible debentures of the Corporation.

"Corporation DSUs" means the outstanding deferred share units issued pursuant to the Equity Incentive Plan.

"Corporation Employees" means the employees of the Corporation or its Subsidiaries, as the case may be, including part time and full time employees, employees engaged on an indefinite or on a fixed term basis, as well as employees on leave, disability and other similar absences.

"Corporation Filings" means all forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), required to, or that, have been filed with or furnished to any Securities Authorities since December 31, 2021.

"Corporation Options" means the outstanding stock options exercisable for Common Shares issued pursuant to the Equity Incentive Plan.

"Court" means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

"Depository" means TSX Trust Company, in its capacity as depositary for the Arrangement, or such other person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

"Director" means the Director appointed pursuant to Section 278 of the OBCA.

"Dissent Rights" means the right of a Registered Shareholder to dissent to the Arrangement Resolution and to be paid by the Purchaser the fair value of the Common Shares in respect of which the holder dissents, all in accordance with Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

"Dissenting Shareholder" means any Registered Shareholder who has validly exercised its Dissent Rights in respect of the holder's Common Shares and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights at the Effective Time.

"DRS Advice" means a Direct Registration System (DRS) advice.

"DSU Agreement" means an agreement evidencing the terms of any Corporation DSU.

"Effective Date" means the date shown on the Certificate giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. EST on the Effective Date, or such other time as the Purchaser and the Corporation may agree to in writing before the Effective Date.

"Employee Plans" means the customary health and related benefits plans adopted by the Corporation and its Subsidiaries for the benefit of the Corporation Employees.

"Engagement Letter" means the engagement letter dated September 5, 2024 pursuant to which the Corporation formally engaged Evans & Evans.

"Equity Incentive Plan" means the Omnibus Equity Incentive Compensation Plan of the Corporation approved by the Board on April 27, 2019, as amended May 8, 2022.

"Evans & Evans" means Evans & Evans, Inc.

"Excluded Shareholders" has the meaning ascribed thereto under the subheading "The Arrangement – Certain Legal Matters – Securities Law Matters – Minority Vote".

"Excluded Votes" means the votes attached to the Common Shares held or controlled by Shareholders referred to in items (a) through (d) of Section 8.1(2) of MI 61-101.

"Fairness Opinion" has the meaning ascribed thereto under the subheading "The Arrangement – Fairness Opinion – Engagement of Evans & Evans and Professional Fees", a copy of which is attached as Appendix E to this Circular.

"Final Order" means the final order of the Court in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

"FSE" means the Frankfurt Stock Exchange.

"GAAP" means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any subdivision, agent or authority of any of the foregoing; (iii) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority

under or for the account of any of the foregoing; or (iv) any Securities Authority or stock exchange, including the TSXV.

"Guarantor" means 2437653 Ontario Inc., a corporation organized under the laws of Ontario.

"Holder" has the meaning ascribed thereto under the heading "Certain Canadian Federal Income Tax Considerations".

"Incentive Securities" means, collectively, Corporation Options and Corporation DSUs.

"Information" has the meaning ascribed thereto under the subheading "The Arrangement – Fairness Opinion – Assumptions and Limitations".

"Interim Order" means the interim order of the Court in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Intermediary" has the meaning ascribed thereto under the subheading "Information Concerning the Meeting and Voting – Non-Registered Shareholders".

"Investment Canada Act" means the Investment Canada Act (Canada) and includes the regulations promulgated thereunder.

"Law" means, with respect to any Person, any and all applicable national, federal, provincial, state, municipal or local law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, all policies, guidelines, notices and protocols of any Governmental Entity, as amended, including MI 61-101.

"Letter of Transmittal" means the letter of transmittal for Registered Shareholders.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, security instrument, prior claim, encroachment, easement, deed of trust, option, right of first refusal or first offer, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), defect of title or encumbrance of any kind, whether voluntarily incurred or arising by operation of Law.

"LPF Indebtedness" means any indebtedness or guarantee of indebtedness, obligations or similar liability of the Corporation or any of its Subsidiaries owed to the Guarantor or any of the Purchaser's or the Guarantor's affiliates (whether arising prior to, on or after the date of the Arrangement Agreement), including: (i) indebtedness incurred pursuant to the amended and restated term credit agreement dated January 31, 2023 (as amended) between the Guarantor, the Corporation, Entourage Brands Corp., 2696912 Ontario Limited, 2686913 Ontario Inc., Starseed Holdings Inc., North Star Wellness Inc., and CannTX Life Sciences Inc.; and (ii) indebtedness incurred pursuant to an amended and restated credit agreement dated October 28, 2022 (as amended) between Bank of Montreal, the Corporation, Entourage Brands Corp., 2696912 Ontario Limited, 2686913 Ontario Inc., Starseed Holdings Inc., North Star Wellness Inc., and CannTX Life Sciences Inc., as assumed by the Guarantor pursuant to a sale and assignment of debt and security agreement dated June 16, 2023 between Bank of Montreal, the Guarantor, the

Corporation, Entourage Brands Corp., 2696912 Ontario Limited, 2686913 Ontario Inc., Starseed Holdings Inc., North Star Wellness Inc., and CannTX Life Sciences Inc.

"Matching Period" has the meaning ascribed thereto under the heading "Arrangement Agreement – Covenants – Right to Match".

"Material Adverse Effect" means any fact, state of facts, change, event, occurrence, effect or circumstance that, individually or in the aggregate with other such facts, state of facts, changes, events, occurrences, effects or circumstances is or would reasonably be expected to be both material and adverse to the business, operations, affairs, results of operations, assets, properties, liabilities (contingent or otherwise) or financial condition of the Corporation and its Subsidiaries, taken as a whole; except any such fact, state of facts, change, event, occurrence, effect, or circumstance resulting from or arising in connection with:

(a) any change, development or event affecting the industries in which the Corporation and its Subsidiaries operate;

(b) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, regulatory or market conditions or in national or global financial or capital markets;

(d) any fluctuation in interest rates or Canadian and U.S. exchange rates;

(e) any adoption, proposal, implementation or change in Law, or in any interpretation of Law, by any Governmental Entity;

(f) any natural disaster;

(g) any epidemic, pandemic or outbreaks of illness or disease;

(h) the failure by the Corporation in and of itself to meet any internal or public projections, forecasts, guidance or estimates of revenues or earnings (it being understood that the cause underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

(i) any action taken (or omitted to be taken) by the Corporation or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement;

(j) any actions taken (or omitted to be taken) (i) upon the written request of the Purchaser, or (ii) with the consent of, or under the authority, direction or control of the Purchaser, the Guarantor or their respective affiliates, in each case given in writing;

(k) the announcement or performance of the Arrangement Agreement or the consummation of the Arrangement; or

(l) any change in the market price or trading volumes of any securities of the Corporation (it being understood that the causes underlying such change in market price or trading volumes may be taken into account in determining whether a Material Adverse Effect has occurred);

provided, however, that with respect to clauses (a) through to and including (g), such matter does not have a materially disproportionate effect on the Corporation and its Subsidiaries, taken as a whole, relative to other comparable companies or entities operating in the markets and in the industries in which the Corporation and its Subsidiaries operate; and unless expressly provided in any particular section of the Arrangement Agreement, references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Contract” means any Contract, other than: (i) any intercompany Contract solely among the Corporation and the Subsidiaries, and (ii) any Contract solely between the Purchaser or the Guarantor (and/or an affiliate thereof) and the Corporation:

(a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect;

(b) relating directly or indirectly to indebtedness for borrowed money, or to the guarantee, support, indemnification or assumption or any similar commitment with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any person other than the Corporation or any of the Subsidiaries (including, for the avoidance of doubt, relating to the CannTx Debt);

(c) restricting the incurrence of indebtedness by the Corporation or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Corporation or any of its Subsidiaries (other than on a specifically described vehicle or equipment in the case of a capital lease, vehicle or equipment lease or similar Contract), or restricting the payment of dividends by the Corporation or by any of its Subsidiaries;

(d) under which the Corporation or any of its Subsidiaries is obligated to make or expects to receive payments in excess of C$25,000 in any 12-month period or which contains minimum purchase commitments or other terms that restrict or limit the purchasing or selling ability of the Corporation or any of its Subsidiaries (other than any Contracts with any employee, consultant or independent contractor, whether on a full-time, part-time, consulting, or other basis and any Contracts relating to any Employee Plans);

(e) that is a partnership agreement, shareholder agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement providing for the formation, creation or operation of any partnership, limited liability company, joint venture or other entity;

(f) that is a collective bargaining agreement, union agreement or other Contract with any employee association;

(g) that provide for severance, payment upon termination or similar agreements or arrangements (other than any Contracts with any employee, consultant or independent contractor, whether on a full-time, part-time, consulting, or other basis);

(h) that creates an exclusive dealing arrangement or right of first offer or refusal or “most favoured nation” obligation in favour of another person;

(i) with a Governmental Entity for a value in excess of C$10,000;
(j) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds C$10,000;
(k) relating to any litigation or settlement thereof which does or could have actual or contingent obligations or entitlement of the Corporation or any of its Subsidiaries in excess of C$10,000 and which have not been fully satisfied prior to the date of the Arrangement Agreement; or
(l) that limits or restricts in any material respect (A) the ability of the Corporation or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom the Corporation or any of its Subsidiaries may sell products or deliver services (other than customary territorial restrictions in Contracts with agents or resellers);
(m) that requires the consent of any other party to the Contract to a change of control of the Corporation or any of its Subsidiaries;
(n) that is with any Person with whom the Corporation does not deal at arm's length within the meaning of the Tax Act, other than a wholly-owned Subsidiary (other than any Contracts with any employee, consultant or independent contractor, whether on a full-time, part-time, consulting, or other basis and any Contracts relating to any Employee Plans);
(o) the Voting Support Agreements;
(p) that is otherwise material to the Corporation and its Subsidiaries, taken as a whole,

each of which has been disclosed to the Purchaser in the Arrangement Agreement or identified in the Corporation's Filings.

"MD&A" has the meaning ascribed thereto under the subheading "Risk Factors – Risks Related to Entourage".

"Meeting" means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

"Mintz" means Mintz LLP.

"Mutual Regulatory Approvals" means such sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under any applicable Laws that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities required in connection with the Plan of Arrangement except for those sanctions, rulings, consents, orders, exemptions, permits and other

approvals, the failure of which to obtain individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, taken as a whole (either before or after giving effect to the Arrangement) or would not materially impede or delay the completion of the Arrangement.

"Non-Registered Shareholder" has the meaning ascribed thereto under the subheading "Information Concerning the Meeting and Voting – Non-Registered Shareholders".

"Non-Resident Dissenting Shareholder" has the meaning ascribed thereto under the subheading "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Non-Resident Dissenting Shareholders".

"Non-Resident Holder" has the meaning ascribed thereto under the subheading "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada".

"Notice of Meeting" means the notice of special meeting of Shareholders accompanying this Circular.

"Notification" has the meaning ascribed thereto under the subheading "The Arrangement – Certain Legal Matters – Regulatory Approvals".

"OBCA" means the Business Corporations Act (Ontario).

"Offer to Pay" has the meaning ascribed thereto under the heading "Dissenting Shareholders' Rights".

"officer" has the meaning specified in the Securities Act (Ontario).

"Option Agreement" means an agreement evidencing the terms of any Corporation Option.

"Ordinary Course" means, with respect to an action taken by the Corporation or one of its Subsidiaries, that such action is (i) consistent with the past practices of the Corporation or such Subsidiary (ii) is consistent with prudent industry practice, and (iii) is taken in the ordinary course of the normal day-to-day operations of the business of the Corporation or such Subsidiary.

"OSC" means the Ontario Securities Commission.

"OTCQX" means the OTCQX Best Market.

"Outside Date" means April 9, 2025, or such later date as may be agreed to in writing by the Parties; provided that any Party may, no later than 5:00 p.m. on the date that is not less than five (5) Business Days immediately prior to the then Outside Date, elect to extend the Outside Date by delivering a written notice to the other Parties stating that if on the Outside Date, the conditions set forth in Section 6.1(5) of the Arrangement Agreement have not been satisfied or waived but all other conditions to effect the Arrangement set forth in Article 6 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Effective Time), then the Outside Date shall be extended by 30 days; provided, further, that there shall be no more than two of such 30-day extensions. Notwithstanding the foregoing, in no event shall the Outside Date be later than April 30, 2025 unless agreed to in writing by the Parties.

"Parties" means the Corporation and the Purchaser, and "Party" means any one of them.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Personal Information" means any information that, alone or together with any other information, is about, or can be used to identify, contact or locate an individual, in any form (whether oral, written or electronic), including any record or data that can be manipulated, linked or matched by any method to identify an individual and including any information defined as "personal data," "personally identifiable information," "personal information" or any similar term under applicable Privacy Laws.

"Plan of Arrangement" means the plan of arrangement under Section 182 of the OBCA, substantially in the form set out in the Arrangement Agreement, and any amendments or variations to such plan made in accordance with its terms, the Arrangement Agreement or the terms of the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

"Presentation Date" has the meaning ascribed thereto under the subheading "The Arrangement – Certain Legal Matters – Court Approvals".

"Privacy Laws" means all Laws concerning the processing or protection of Personal Information, including (i) the Personal Information Protection and Electronic Documents Act (Canada) and any applicable substantially similar provincial legislation; (ii) Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), also known as Canada's Anti-Spam Legislation, and all regulations thereto, as amended or supplemented from time to time.; (iii) Part VII.1 of the Competition Act, sections 74.01(1) and 74.011; (iv) the Criminal Code (Canada), to the extent concerning the processing or protection of Personal Information; (v) An Act to establish a legal framework for information technology (Quebec); and (vi) An Act to modernize legislative provisions as regards the protection of personal information (Quebec), and all applicable regulations each thereto, each as amended or supplemented from time to time.

"Proposed Amendments" has the meaning ascribed thereto under the heading "Certain Canadian Federal Income Tax Considerations".

"Proxy" has the meaning ascribed thereto under the subheading "Information Concerning the Meeting and Voting – Voting by Proxy Before the Meeting – What is a Proxy?".

"Purchaser" means 1001095275 Ontario Inc., a corporation organized under the laws of Ontario.

"Purchaser Regulatory Approvals" has the meaning ascribed thereto in the Arrangement Agreement.

"Record Date" has the meaning ascribed thereto under the subheading "Information Concerning the Meeting and Voting – Record Date".

"Registered Shareholder" has the meaning ascribed thereto under the subheading "Information Concerning the Meeting and Voting – Registered Shareholders".

"Registrar" means the Registrar of Corporations for the Province of Ontario duly appointed pursuant to Section 142(b) of the OBCA.

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"Regulatory Approvals" means, collectively, the Purchaser Regulatory Approvals and the Mutual Regulatory Approvals.

"Representative" means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its Subsidiaries.

"Required Shareholder Approval" means the required vote set forth in Section 2.2(2) of the Arrangement Agreement, together with any other vote required under the Interim Order.

"Resident Dissenting Shareholder" has the meaning ascribed thereto under the subheading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders".

"Resident Holder" has the meaning ascribed thereto under the subheading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada".

"Securities Act" means the Securities Act (Ontario), RSO 1990, c. S.5, and the rules, regulations and published policies made thereunder.

"Securities Authority" means the OSC, any other applicable securities commission or regulatory authority of a province or territory of Canada or any other jurisdiction with authority in respect of the Parties and/or the Subsidiaries.

"Securities Laws" means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial, rules, orders, notices, promulgations and regulations and published policies thereunder and, where applicable, applicable securities laws and regulations of other jurisdictions.

"Securityholders" means, collectively, the Shareholders and the holders of Corporation DSUs, and Corporation Options.

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+.

"Shareholders" means the registered or beneficial holders of the Common Shares.

"Special Committee" means the special committee of the Board consisting solely of independent members of the Board formed in connection with the Arrangement and the other transactions contemplated by the Arrangement Agreement.

"Subsidiary" means each Person that is controlled, directly or indirectly, by the Corporation and includes each of Entourage Brands Corp., 2686913 Ontario Inc., Cannabis Beverages Inc., Pioneer Cannabis Corp., Starseed Holdings Inc., North Star Wellness Inc., 2686912 Ontario Limited, and CannTx Life Sciences Inc. The Corporation is considered to "control" another Person if: (i) the Corporation beneficially owns or directly or indirectly exercises control or direction over securities of the Person carrying votes which, if exercised, would entitle the Corporation to elect a majority of the directors of the Person, unless the Corporation holds the voting securities only to secure an obligation, or (ii) the Person is a partnership, other than a limited partnership, and the Corporation holds more than 50% of the interests of the partnership, or (iii) the Person is a limited partnership, and the general partner of the limited partnership is the Corporation.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from an arms' length third party or arms' length third parties acting jointly to acquire not less than all of the outstanding Common

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Shares (other than Common Shares held by the Persons or group of Persons making such Acquisition Proposal), or all or substantially all of the assets of the Corporation on a consolidated basis, in each case concurrently with the full and indefeasible repayment by such party or parties of all liabilities and obligations owing by the Corporation and its Subsidiaries to the Purchaser, the Guarantor and their respective affiliates and either (i) the full and indefeasible repayment by such party or parties of all liabilities and obligations owing pursuant to the LPF Indebtedness or (ii) obtaining the consent of the lenders under the LPF Indebtedness in their sole and absolute discretion, and that:

(a) complies with Securities Laws and did not result from or involve a breach of Article 5 of the Arrangement Agreement or any agreement between the Person making such Acquisition Proposal and the Corporation or any of its Subsidiaries;

(b) is reasonably capable of being completed, without undue delay (including as compared to the Arrangement), taking into account all, financial, legal, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal;

(c) is not subject to any financing contingency, and in respect of which it has been demonstrated to the Board, acting in good faith (after receipt of advice from its financial advisors and its outside counsel), that the funds necessary to complete such Acquisition Proposal are or will be available;

(d) is not subject to any due diligence or access conditions; and

(e) that the Board (or any relevant committee thereof) determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal, would, if consummated in accordance with its terms and taking into account the risk of non-completion, result in a transaction which is more favorable, from a financial point of view, to the Shareholders (other than the Purchaser and the Guarantor) than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2) of the Arrangement Agreement).

"Superior Proposal Notice" has the meaning ascribed thereto under the subheading "Arrangement Agreement – Covenants – Right to Match".

"Supporting Shareholders" has the meaning ascribed thereto under the subheading "Summary – Voting Support Agreements".

"Tax Act" means the Income Tax Act (Canada).

"taxable capital gain" has the meaning ascribed thereto under the subheading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses".

"Taxes" means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net

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worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

"Termination Fee" has the meaning ascribed thereto under the subheading "Arrangement Agreement – Termination Fees".

"Termination Fee Event" has the meaning ascribed thereto under the subheading "Arrangement Agreement – Termination Fees".

"TSX Trust" means TSX Trust Company.

"TSXV" means the TSX Venture Exchange.

"VIF" means voting instruction form.

"Voting Support Agreements" means those certain Voting Support Agreements among the Purchaser, the Corporation and certain Shareholders.

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CONSENT OF EVANS & EVANS, INC.

We refer to the fairness opinion (the "Fairness Opinion") of our firm dated December 27, 2024 attached as Appendix E to the management information circular dated February 10, 2025 (the "Circular") of Entourage Health Corp. (the "Corporation") which we prepared for the exclusive benefit and use of the Special Committee of the Board of Directors of the Corporation in connection with their consideration of the Arrangement (as defined in the Circular).

In connection with the Arrangement, we hereby consent to the inclusion of the Fairness Opinion as Appendix E to the Circular, to the filing of the Fairness Opinion with the securities regulatory authorities in the provinces of Canada, except Québec, and to the inclusion of a summary of the Fairness Opinion, and the reference thereto, in the Circular. In providing such consent, we do not intend that any person other than the Special Committee and the Board of Directors of the Corporation shall be entitled to rely upon the Fairness Opinion. The Fairness Opinion was delivered as at December 27, 2024 and remains based upon and subject to the scope of review, and subject to the analyses, assumptions, limitations, qualifications and other matters described therein.

(signed) “Evans & Evans, Inc.”

Evans & Evans, Inc.

Toronto, Ontario

February 10, 2025

APPENDIX A
ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

(a) The arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) of Entourage Health Corp. (the “Corporation”), as more particularly described and set forth in the management proxy circular of the Corporation (the “Circular”) dated February 10, 2025 accompanying the notice of this meeting, and as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated December 30, 2024, between 1001095275 Ontario Inc., 2437653 Ontario Inc. and the Corporation (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”), is hereby authorized, approved and adopted.

(b) The plan of arrangement of the Corporation (as it may be amended, modified or supplemented in accordance with its terms and the terms of the Arrangement Agreement, the “Plan of Arrangement”), the full text of which is set out in Appendix B to the Circular, is hereby authorized, approved and adopted.

(c) The Arrangement Agreement and related transactions, the actions of the directors of the Corporation in approving the Arrangement Agreement, the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, as well as the Corporation’s application for an interim order from the Superior Court of Ontario, are hereby ratified and approved.

(d) The Corporation is hereby authorized to apply for a final order from the Superior Court of Ontario to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

(e) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Superior Court of Ontario, the directors of the Corporation are hereby authorized and empowered to, without notice to or approval of the shareholders of the Corporation, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

(f) Any officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.

(g) Any officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be

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performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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APPENDIX B
PLAN OF ARRANGEMENT
UNDER SECTION 182
OF THE BUSINESS CORPORATIONS ACT (ONTARIO)
ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Arrangement" means the arrangement under Section 182 of the OBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated December 30, 2024 between the Purchaser, the Guarantor and the Corporation (including the schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B to the Arrangement Agreement.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and information incorporated by reference into such management information circular, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Consideration" means $0.005 in cash per Share, without interest.

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"Corporation" means Entourage Health Corp.

"Corporation DSUs" means any outstanding deferred share units issued pursuant to the Incentive Plan

"Corporation Options" means any outstanding options to purchase Shares issued pursuant to the Incentive Plan.

"Court" means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

"Depository" means TSX Trust Company in its capacity as depositary for the Arrangement, or such other person as the Corporation and the Purchaser agree in writing to engage as depositary for the Arrangement.

"Director" means the Director appointed pursuant to Section 278 of the OBCA.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Holder" means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

"DSU Agreement" means an agreement evidencing the terms of any Corporation DSU.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the filing of the Articles of Arrangement with the Director.

"Final Order" means the final order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Guarantor" means 2437653 Ontario Inc.

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"Incentive Plan" means the Omnibus Equity Incentive Compensation Plan of the Corporation approved by the Board on April 27, 2019, as amended May 8, 2022.

"Interim Order" means the interim order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Letter of Transmittal" means the letter of transmittal, on terms and conditions not inconsistent with the Arrangement Agreement and this Plan of Arrangement, sent to Shareholders for use in connection with the Arrangement.

"OBCA" means the Business Corporations Act (Ontario).

"Option Agreement" means an agreement evidencing the terms of any Corporation Option.

"Parties" means the Corporation and the Purchaser and "Party" means any one of them.

"Plan of Arrangement" means this plan of arrangement proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Purchaser" means 1001095275 Ontario Inc.

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"Securities Authority" means the Ontario Securities Commission, any other applicable securities commission or regulatory authority of a province or territory of Canada or any other jurisdiction with authority in respect of the Parties.

"Securityholders" means, collectively, the Shareholders and the holders of Corporation Options, and Corporation DSUs.

"Shareholders" the registered and/or beneficial holders of the Shares, as the context requires.

"Shares" means the common shares in the capital of the Corporation, and, for greater certainty, includes any common shares issued upon the valid exercise of Corporation Options or exchange of Corporation DSUs.

"Tax Act" means the Income Tax Act (Canada).

Section 1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(2) Currency. All references to dollars or to $ are references to Canadian dollars.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words "including," "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of," "the total of," "the sum of," or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of." Unless stated otherwise, "Article" and "Section" followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms "Plan of Arrangement," "hereof," "herein" and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

(5) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(6) Computation of Time. For purposes of this Plan of Arrangement, a period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Toronto time) on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

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(7) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2
THE ARRANGEMENT

Section 2.1 Arrangement

This Plan of Arrangement constitutes an arrangement under Section 182 of the OBCA and is made pursuant to, and is subject to the provisions of, and forms part of, the Arrangement Agreement.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Corporation and its Subsidiaries, the Purchaser, the Guarantor, all Securityholders (including Dissenting Holders), any agent or transfer agent therefor and the Depositary at and after the Effective Time, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement. No portion of this Plan of Arrangement will take effect with respect to any Person until the Effective Time, and without affecting the timing set out in Section 2.3, each transaction set out in Section 2.3 shall be mutually conditional such that no transaction set out in Section 2.3 may occur without all transactions set out therein occurring.

Section 2.3 Arrangement

(1) each outstanding Share (other than (i) Shares held by any Dissenting Holder who has validly exercised such holder's Dissent Rights, and (ii) Shares owned or beneficially controlled by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the applicable Consideration per Share, and

(a) the holder of such Share shall cease to have any rights as a Shareholder other than the right to be paid the applicable Consideration per Share in accordance with this Plan of Arrangement;
(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and
(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(2) each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:

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(a) such Dissenting Holder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser in accordance with Article 3;
(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and
(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(3) each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Incentive Plan or any applicable Option Agreement in relation thereto, without any further action by or on behalf of the holder of such Corporation Option, shall be cancelled and surrendered without any consideration and, with respect to each Corporation Option that is surrendered pursuant to this Section 2.3(3), as of the effective time of such surrender: (A) the holder thereof shall cease to be the holder of such Corporation Option, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Option or under the Incentive Plan, (C) such holder's name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled; and
(4) each Corporation DSU that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the applicable Incentive Plan or any applicable DSU Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Corporation DSU, transferred by such holder to the Corporation in exchange for, subject to Section 4.3, a cash payment by the Corporation equal to the Consideration and each such Corporation DSU shall immediately be cancelled and, as of the effective time of such cancellation: (A) the holder thereof shall cease to be the holder of such Corporation DSU, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation DSU or under the Incentive Plan or DSU Agreement, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.3(4), (C) such holder's name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled.

ARTICLE 3

DISSENT RIGHTS

Section 3.1 Dissent Rights

(1) Shareholders may exercise dissent rights ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order, Final Order and this Section 3.1; provided that notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Corporation at its registered office no later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).
(2) Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(1) and, if they:

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(a) are ultimately entitled to be paid fair value for such Shares, shall be entitled to be paid the fair value of such Shares by the Purchaser which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive the applicable Consideration per Share to which holders of Shares who have not exercised Dissent Rights are entitled under Section 2.3(1) hereof (less any amounts withheld pursuant to Section 4.3).

Section 3.2 Recognition of Dissenting Holders

(1) In no case shall the Corporation, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered Shareholder in respect of which such rights are sought to be exercised.

(2) In no case shall the Corporation, the Purchaser or any other Person be required to recognize any Shareholder who exercises Dissent Rights as a Shareholder after the Effective Time.

(3) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the applicable Consideration per Share to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(1) hereof (less any amounts withheld pursuant to Section 4.3).

(4) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to Dissent Rights: (a) holders of Corporation DSUs or Corporation Options, (b) Shareholders who vote or have instructed a proxyholder to vote their Shares in favour of the Arrangement Resolution, (c) the Purchaser, and (d) and the Guarantor.

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

(1) At the time of mailing the Circular, the Corporation shall forward to each Shareholder at the address of such person as it appears on the register maintained by or on behalf of the Corporation in respect of the Shareholders, a Letter of Transmittal.

(2) Prior to the filing of the Articles of Arrangement, the Purchaser shall deposit, or arrange to be deposited, for the benefit of the Shareholders (other than the Dissenting Holders and the Purchaser), cash with the Depositary in the aggregate amount equal to the payments in respect thereof required by this Plan of Arrangement, with the amount per Share in respect of which Dissent Rights have been exercised being deemed to be the applicable Consideration per Share for this purpose, net of applicable withholdings for the benefit of the Shareholders. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of the Purchaser.

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(3) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(1), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash which such holder has the right to receive under the Arrangement for such Shares, less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.

(4) On the Effective Date, the Corporation shall deliver, to each holder of Corporation DSUs as reflected on the register maintained by or on behalf of the Corporation in respect of Corporation DSUs, through the payroll or equity plan management system of the Corporation and its Subsidiaries (or such other manner as the Corporation may elect or as otherwise directed by the Purchaser including with respect to the timing and manner of such delivery), the payment, if any, which such holder of Corporation DSUs has the right to receive under this Plan of Arrangement for such Corporation DSUs less any amount withheld pursuant to Section 4.3.

(5) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares (other than the Shares held by the Purchaser) shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Shares not duly surrendered on or before the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Corporation or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Corporation, as applicable, and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

(6) Any payment made by way of cheque by the Depositary (or the Corporation, if applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise remains unclaimed, in each case, on or before the third anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the third anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Shares or Corporation DSUs in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.

(7) No holder of Shares, Corporation Options or Corporation DSUs shall be entitled to receive any consideration with respect to such Shares, Corporation Options and Corporation DSUs other than any cash payment, if any, to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1.

Section 4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen

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or destroyed certificate, a cheque (or other form of immediately available funds) representing the cash amount to which such holder is entitled to receive for such Shares under this Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Corporation and the Purchaser in a manner satisfactory to the Corporation and the Purchaser (each acting reasonably) against any claim that may be made against the Corporation or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.3 Withholding Rights

Each of the Corporation, the Purchaser and the Depositary, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under this Plan of Arrangement, such amounts as are required to be deducted and withheld, or are reasonably believed to be required to be deducted or withheld, with respect to such payment under the Tax Act or any provision of any other Law in respect of Taxes and shall remit such deduction and withholding to the appropriate Governmental Entity. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made.

Section 4.4 Calculations

All aggregate amounts of cash consideration to be received under this Plan of Arrangement will be calculated to the nearest cent ($0.01). In any case where the aggregate cash consideration payable to a particular Person under the Arrangement would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded down to the nearest whole cent. All calculations and determinations made in good faith by the Corporation, the Purchaser or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding, absent manifest error.

Section 4.5 No Liens

Any exchange or transfer of securities in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 4.6 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares, Corporation Options and Corporation DSUs issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Securityholders, the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares, Corporation DSUs or Corporation Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

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ARTICLE 5

AMENDMENTS

Section 5.1 Amendments

The Corporation and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Corporation and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Securityholders if and as required by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation or the Purchaser at any time prior to the Meeting (provided that the Corporation or the Purchaser, as applicable, shall have consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Corporation and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, approved by the Shareholders in the manner directed by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it is consented to in writing by each of the Corporation and the Purchaser (in each case, acting reasonably), and (ii) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Shareholders.

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

FURTHER ASSURANCES

Section 6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

APPENDIX C
INTERIM ORDER

See attached.

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Court File No. CV-25-00734842-00CL

ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST

THE HONOURABLE
JUSTICE KIMMEL

TUESDAY, THE 4TH
DAY OF FEBRUARY, 2025

IN THE MATTER OF an application under section 182 of the Ontario Business
Corporations Act, R.S.O. 1990, c. B.16, as amended

AND IN THE MATTER OF Rule 14.05(2) of the Rules of Civil Procedure, R.R.O. 1990,
Reg. 194, as amended

AND IN THE MATTER OF a proposed arrangement of Entourage Health Corp.
involving its securityholders, 1001095275 Ontario Inc., and 2437653 Ontario Inc.

ENTOURAGE HEALTH CORP.

Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, Entourage Health Corp (“Entourage”),
for an interim order for advice and directions pursuant to section 182 of the Ontario
Business Corporations Act, R.S.O. 1990, c. B.16, as amended, (the “OBCA”) was heard
this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Motion, the Notice of Application issued on January
14, 2025 and the affidavit of Jason Alexander sworn January 30, 2025 and exhibits (the
“Alexander Affidavit”), including the Plan of Arrangement, which is attached as
Appendix B to the draft management information circular of Entourage (with schedules,
annexes and exhibits thereto being defined collectively as the “Information Circular”),

attached as Exhibit "A" to the Alexander Affidavit, the Factum of Entourage, and on hearing the submissions of counsel for Entourage, and counsel for 1001095275 Ontario Inc. ("100 Ontario") and 2437653 Ontario Inc. ("243 Ontario"), and on being advised that the Director appointed under the OBCA (the "Director") will be notified and provided with the materials in advance of the Final Approval Hearing.

Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Information Circular or otherwise as specifically defined herein.

Service

THIS COURT ORDERS that the time for service and filing of the Motion Record and Factum are hereby abridged and validated so that this motion is properly returnable today and hereby dispenses with further service hereof.

The Meeting

THIS COURT ORDERS that Entourage is permitted to hold and conduct a special meeting (the "Meeting") of holders of common shares (the "Shareholders") (the "Common Shares") to be held in virtual only format on March 21, 2025 at 1:00 p.m. (Toronto Time). At the Meeting, the Shareholders will consider, and if they determine advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement substantially in the form attached as Appendix A to the Information Circular (the "Arrangement Resolution"), all as more particularly described in the Information Circular.

THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the applicable provisions of the OBCA, the articles and by-laws of Entourage in effect at the relevant time, the notice of meeting of Shareholders, which accompanies the Information Circular (the "Notice of Meeting"), the rulings and directions of the Chair of the Meeting, this Order and any further Order of this Court. To the extent that there is any inconsistency or discrepancy between this Order and the OBCA or the articles or by-laws of Entourage, the terms of this Order shall govern.
THIS COURT ORDERS that the record date for Shareholders entitled to receive notice of and vote at the Meeting shall be February 10, 2025 (the "Record Date").
THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

a. Shareholders of Entourage or their authorized proxy holders;
b. directors and officers of Entourage and its auditors;
c. legal counsel and representatives of Entourage;
d. legal counsel and representatives of 100 Ontario;
e. legal counsel and representatives of 243 Ontario; and
f. such other persons who may be permitted to attend by the Chair of the Meeting.

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THIS COURT ORDERS that Entourage may transact such other business at the Meeting as is contemplated in the Information Circular, or as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by Entourage and that a quorum at the Meeting shall be not less than two persons present in person or by telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the Meeting.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that Entourage is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 10, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 13 and 14 hereof, provided same are to correct clerical errors, are non-material/would not if disclosed, reasonably be expected to affect a Shareholders' decision to vote, or are authorized by subsequent Court order, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

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THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement made after initial notice is provided as contemplated in paragraph 13 herein, which would, if disclosed, reasonably be expected to affect a Shareholder's decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Entourage may determine.

Amendments to the Information Circular

THIS COURT ORDERS that Entourage is authorized to make such amendments, revisions and/or supplements to the draft Information Circular as it may determine and the Information Circular, as so amended, revised and/or supplemental, shall be the Information Circular to be distributed in accordance with paragraphs 13 and 14.

Adjournments and Postponements

THIS COURT ORDERS that Entourage, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions (whether or not quorum is present, if applicable), and for such period or periods as Entourage deems advisable, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as Entourage may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

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Notice of Meeting

THIS COURT ORDERS that, in order to effect notice of the Meeting, Entourage shall send notice and access materials ("Notice and Access Materials") in accordance with National Instrument NI 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") advising of the availability of access to the Information Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as Entourage may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the "Meeting Materials"), as follows:

a. to the registered Shareholders at the close of business on the Record Date, at least thirty (30) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:

i. by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of Entourage, or its registrar and transfer agent TSX Trust Company, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of Entourage;

ii. by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

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iii. by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Entourage, who requests such transmission in writing and, if required by Entourage;

b. to non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with NI 54-101; and

c. to the directors and auditors of Entourage, by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least thirty (30) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting.

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

THIS COURT ORDERS that Entourage is hereby directed to distribute the Information Circular (including the Notice of Application, and this Interim Order) (collectively, the "Court Materials") to the holders of Entourage options, or deferred share units, by any method permitted for notice to Shareholders as set forth in paragraphs 13(a) or 13(b), above, or by email, concurrently with the distribution described in paragraph 13 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of Entourage or its registrar and transfer agent at the close of business on the Record Date.

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THIS COURT ORDERS that accidental failure or omission by Entourage to give notice of the meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Entourage, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Entourage, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that Entourage is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials, as Entourage may determine in accordance with the terms of the Arrangement Agreement ("Additional Information"), and that notice of such Additional Information may, subject to paragraph 10, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Entourage may determine.
THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 13 and 14 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 13 and 14 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other

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material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 10 above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that Entourage is authorized to use the letter of transmittal and proxies substantially in the form of the drafts accompanying the Information Circular, with such amendments and additional information as Entourage may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. Entourage is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. Entourage may waive generally, in its discretion, the time limits set out in the Information Circular for the deposit or revocation of proxies by Shareholders, if Entourage deems it advisable to do so.
THIS COURT ORDERS that in order for a proxy to be valid, the proxy must be deposited with Entourage's transfer agent in the manner described in the Information Circular.
THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section 110(4) and (4.1) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to section 110(4)(a) and (b) of the OBCA: (a) may be deposited at the registered office of Entourage or with the transfer agent of Entourage as set out in the Information Circular; and (b) any such instruments must be received by

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Entourage or its transfer agent not later than the business day immediately preceding the Meeting (or any adjournment or postponement thereof).

Voting

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be Shareholders of Entourage as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per Common Share held. In order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

(a) an affirmative vote of at least two-thirds (66⅔%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person or by proxy by the Shareholders; and

(b) a simple majority of the votes cast in respect of the Arrangement Resolution at the Meeting in person or proxy by the Shareholders, other than any other persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions

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of the Canadian Securities Regulatory Authorities, but subject to the exemptions noted therein and any exemptions granted thereunder.

Such votes shall be sufficient to authorize Entourage to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting Entourage (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each voting Common Share held.

Dissent Rights

THIS COURT ORDERS that each registered Shareholder (except 100 Ontario and 243 Ontario) shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) and (7) of the OBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Entourage in the form required by 185 of the OBCA and the Arrangement Agreement, which written objection must be received by Entourage not later than 5:00 p.m. (Eastern time) on the last business day that is two (2) business days immediately preceding the Meeting (or any adjournment or

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postponement thereof), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the "court" referred to in section 185 of the OBCA means this Court.

THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA, 100 Ontario, not Entourage, shall be required to offer to pay fair value, as of the day prior to approval of the Arrangement Resolution, to Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholder may be entitled pursuant to the terms of the Arrangement Agreement. In accordance with the Plan of Arrangement and the Information Circular, all references to the "corporation" in subsections 185(4) and 185(14) to 185(24) of the OBCA (except for the second reference to the "corporation" in subsection 185(15) of the OBCA shall be deemed to refer to "1001095275 Ontario Inc." in place of the "corporation", and 1001095275 Ontario Inc. shall have all of the rights, duties and obligations of the "corporation" under subsections 185(15) of the OBCA.
THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 24 above and who:

(a) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its voting Common Shares, shall be deemed to have transferred those voting Common Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to 100 Ontario for cancellation in consideration for a payment of cash from 100 Ontario equal to such fair value; or

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(b) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its voting Common Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall Entourage, 100 Ontario or any other person be required to recognize such Shareholders as Shareholders of Entourage at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from Entourage's register of Shareholders at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, Entourage may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraphs 13 and 14 shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 29.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the lawyers for Entourage, with a copy to counsel for 100 Ontario and 243 Ontario, as soon as reasonably practicable, and, in any

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event, no less than two (2) business days before the hearing of this Application at the following addresses:

Mintz LLP
2800 – 200 Bay Street
Toronto, Ontario M5J 2J3
Attention: Emily Y. Fan
Email: [email protected]

THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

(a) Entourage;
(b) 100 Ontario;
(c) 243 Ontario;
(d) the Director; and
(e) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure.

THIS COURT ORDERS that any materials to be filed by Entourage in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 29 shall be entitled to be given notice of the adjourned date.

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Service and Notice

THIS COURT ORDERS that Entourage and their counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the voting Common Shares, Entourage options, deferred share units, or other rights to acquire voting Common Shares of Entourage, or the articles or by-laws of Entourage, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

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Variance

THIS COURT ORDERS that Entourage shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

Digitally signed
by Jessica Kimmel
Date: 2025.02.04
14:17:05 -05'00'

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IN THE MATTER OF an application under section 182 of the Ontario Business Corporations Act, R.S.O. 1990, c. B.16, as amended;

AND IN THE MATTER OF an application under rules 14.05(2) and 14.05(3) of the Rules of Civil Procedure

AND IN THE MATTER OF a proposed arrangement of Entourage Health Corp. involving its securityholders,

1001095275 Ontario Inc., and 2437653 Ontario Inc.

Court File No. CV-25-00734842-00CL

| | ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST) |
| --- | --- |
| | PROCEEDING COMMENCED AT
TORONTO |
| | INTERIM ORDER |
| | MINTZ LLP
200 Bay St, South Tower, Suite 2800
Toronto, Ontario M5J 2J3 |
| | Emily Y. Fan (LSO# 59788H)
Email: [email protected]
Tel: 647.499.0614 |
| | Lawyers for the Applicant,
Entourage Health Corp. |

525308651v.11

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APPENDIX D
OBCA DISSENT RIGHTS

SECTION 185 OF THE OBCA

(1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181;

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent. R.S.O. 1990, c. B.16, s. 185 (1); 2017, c. 20, Sched. 6, s. 24.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6). R.S.O. 1990, c. B.16, s. 185 (2).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares. 2006, c. 34, Sched. B, s. 35.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

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(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185 (3).

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted. R.S.O. 1990, c. B.16, s. 185 (4).

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (5).

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent. R.S.O. 1990, c. B.16, s. 185 (6).

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185 (7).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185 (8).

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights. R.S.O. 1990, c. B.16, s. 185 (9).

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder's name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

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Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent. R.S.O. 1990, c. B.16, s. 185 (11); 2011, c. 1, Sched. 2, s. 1 (9).

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. 1990, c. B.16, s. 185 (12).

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (13).

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder's rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10). R.S.O. 1990, c. B.16, s. 185 (14); 2011, c. 1, Sched. 2, s. 1 (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or

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(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

(ii) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and

(b) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder's shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (15).

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms. R.S.O. 1990, c. B.16, s. 185 (16).

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made. R.S.O. 1990, c. B.16, s. 185 (17).

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (18).

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Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow. R.S.O. 1990, c. B.16, s. 185 (19).

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s. 185 (20).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185 (21).

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder's right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions. R.S.O. 1990, c. B.16, s. 185 (22).

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application. R.S.O. 1990, c. B.16, s. 185 (23).

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (24).

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Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (25).

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b). R.S.O. 1990, c. B.16, s. 185 (26).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16, s. 185 (27).

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (28).

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder's full rights are reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185 (29).

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s. 185 (30).

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should

give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission. 1994, c. 27, s. 71 (24).

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. 1994, c. 27, s. 71 (24).

D-7

E-1

APPENDIX E

FAIRNESS OPINION

See attached.

EVANS & EVANS, INC.

SUITE 130, 3RD FLOOR, BENTALL II, 555 BURRARD STREET

VANCOUVER, BRITISH COLUMBIA

CANADA V7X 1M8

19TH FLOOR, 700 2ND STREET SW

CALGARY, ALBERTA

CANADA T2P 2W2

357 BAY STREET

TORONTO, ONTARIO

CANADA M5H 4A6

December 27, 2024

ENTOURAGE HEALTH CORP.
250 Elm St.
Aylmer, Ontario N5H 2M8

Attention: Special Committee of the Board of Directors

Dear Sirs and Madam:

Subject: Fairness Opinion

1.0 Introduction

1.01 Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Opinion”) was engaged by the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Entourage Health Corp. (“Entourage”, the “Company” or the “Issuer”) to prepare a Fairness Opinion (the “Opinion”). Entourage is a Canadian producer and distributor of cannabis products whose shares are listed for trading on the TSX Venture Exchange (“TSXV”) under the symbol “ENTG”. Entourage is contemplating entering into a definitive arrangement agreement (the “Arrangement Agreement”) with 1001095275 Ontario Inc. (the “Purchaser”) and 2437653 Ontario Inc. (the “Guarantor”) pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Common Shares”) pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Proposed Transaction”). It is contemplated that certain obligations of the Purchaser under the Arrangement Agreement will be guaranteed by the Guarantor. Each of the Purchaser and the Guarantor are related parties of LiUNA Pension Fund of Central and Eastern Canada (“LPFCEC”).

1.02 Unless otherwise noted, all monetary amounts referenced herein are Canadian dollars.

1.03 Entourage, headquartered in Aylmer, Ontario, is a Canadian company engaged in the production and distribution of cannabis products. The Company specializes in creating a diverse portfolio for both medical and adult-use markets. The Company’s offerings include dried flowers, pre-rolls, vapes, oils, topicals, beverages, and edibles. Entourage's flagship brands include Color Cannabis for premium products, Saturday Cannabis for mainstream adult use, Starseed Medicinal for medical cannabis, and Syndicate Cannabis for craft-focused consumers.

Entourage is the publicly traded parent company of Entourage Brands Corp., a federally licensed producer and distributor of cannabis products across medical, adult-use, and bulk sales markets.

Tel: (604) 408-2222 | www.evansevans.com

ENTOURAGE HEALTH CORP.
Fairness Opinion
December 27, 2024
Page 2

The Company was founded in 2013 and originally known as WeedMD Inc. Entourage rebranded in 2021 to reflect its evolving mission and broader reach. The Company operates a 26,000-square-foot indoor facility in Aylmer, Ontario, (“Aylmer Facility”) supporting product development.

Entourage has the following wholly owned subsidiaries: Entourage Brands Corp., 2686912 Ontario Limited, 2686913 Ontario Inc., CannTx Life Sciences Inc. (“CannTx”), Pioneer Cannabis Corp. (“Pioneer”), Starseed Holdings Inc. and North Star Wellness Inc.

ORGANIZATION CHART
ENTOURAGE HEALTH CORP. GROUP OF COMPANIES

Entourage offers a wide range of cannabis products tailored for medical and adult-use consumers. Below is a summary of their product offerings:

Dried Flower – The Company’s selection of dried flower stock keeping unit (“SKU”) caters to a variety of preferences in both the medical and adult-use sectors. They are available in 3.5g, 7g, 15g, and a 28g whole flower option. The Company offers high tetrahydrocannabinol (“THC”) selections alongside balanced and cannabidiol (“CBD”) centric varieties crafted to meet the diverse needs of consumers
Cannabis Oils – Cannabis oil products remain a core category for medical patients and wellness-focused consumers. Soft gels offer patients an alternative option in a discreet and convenient format.
Pre-rolls: The Company has expanded its pre-roll offering, representing the second-largest product category in the Canadian cannabis market. Currently only available to the adult-use market, pre-rolls are available in a range of formats, including 2 x .35g, 2 x .5g, 3 x .5g, 4 x .5g, and 1 x 1 g tasting packs with larger formats of 10 x .35g. Unique cultivars make up the pre-roll category and several innovations, have recently been added to the market; including blunts and infused varieties.

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Soft Gels – Pre-measured capsules designed for precise, convenient dosing for medical applications, ensuring consistent effects.
Soft Chews - Launched to medical patients in late 2021, the Company completed research and development trials alongside offtake and buyback initiatives, producing multiple product formulations that yielded strong and favourable results, providing additional product expansion opportunities into the adult-use market. The edible cannabis products are available in CBD, THC and 1:1 soft chew, with a 2-pack and a 10-pack in a variety of flavours.
Vape Products – Vapes represent the third largest product category in the Canadian adult-use portfolio. The custom-made, unique terpene blends have been popular across the Saturday brand. Currently available on the market are 1g vape.
Edibles – Infused gummies and chocolates catering to the preferences of recreational users.
Chewing Gum: The Company has continued providing a steady innovative pipeline to its medical patients by launching a CBD chewing gum formulated to provide a rapid onset of CBD with 20 mg per unit (200 mg per pack). Cannabis-infused gum is made using CBD isolate in partnership with NordicCan, a global leader in oral and intra-oral delivery systems.
Topicals – Cannabis-infused creams, balms, and lotions designed for localized therapeutic effects.
Micro Inhalers: These revolutionary heat-free products offer a classic inhaler format for rapid onset. Both 1:1 and THC-dominant formulations were made available, providing diverse options for patients.

Entourage markets its cannabis products under several proprietary and partner brands to cater to diverse consumer needs. Below is an overview of their flagship brands and key provincial partnerships:

Flagship Brands

Color Cannabis (“Color”) - Color caters to the adult-use recreational market with a focus on premium, high-quality products. The brand offers dried flower, pre-rolls, and infused products. Color’s selling point lies in delivering vibrant, high-potency strains with appealing terpene profiles, crafted for cannabis enthusiasts seeking elevated experiences.
Starseed Medicinal (“Starseed”) - Starseed is dedicated to serving the medical cannabis market, focusing on patients with specific therapeutic needs. The brand offers a diverse product range, including oils, capsules, dried flowers, and custom

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formulations tailored for medical purposes. Its selling point is its streamlined approach to the medical cannabis experience, featuring direct-to-patient shipping and customer support to ensure accessibility and personalized care for its users.

The Company distributes its medical products directly to patients across Canada under its Starseed brand. The Company has expanded partnerships with unions, employers, insurers and benefit providers. Starseed’s medical cannabis platform provides for direct reimbursement of medical cannabis expenses for patients with benefits coverage, meaning little to no out-of-pocket costs for patients

Saturday Cannabis (“Saturday”) - Saturday targets the adult-use recreational market by offering accessible and affordable cannabis products, such as dried flower and pre-rolls and is tailored for casual users.

Provincial Partnerships

Entourage has secured supply agreements with various provincial regulatory bodies and retail networks, enabling nationwide distribution of its cannabis products across Canada. Key partnerships include:

Ontario Cannabis Retail Corporation operates as Ontario Cannabis Store: The purchase agreement with the province of Ontario is to supply cannabis for the adult-use market.
Province of Quebec: Partnership agreement with Rose Life Science Inc. for distribution of cannabis in Quebec.
Alberta Gaming and Liquor-Commission: Supply agreement with the province of Alberta to supply adult-use cannabis products.
BC Liquor Distribution Branch: Supply agreement with the province of British Columbia to supply adult-use cannabis products.
Manitoba Liquor & Lotteries Corporation: Distribution agreement with the province of Manitoba to supply cannabis for the adult-use market.
Saskatchewan Liquor & Gaming Authority: Authorization to supply cannabis directly to private retail and wholesale markets in the province of Saskatchewan.

Financial Results

Entourage’s fiscal year (“FY”) end is December 31. The Company’s net revenues have increased from approximately $29.4 million in FY 2020 to $40.7 million in FY 2023. For the nine months ended September 30, 2024, the Company’s revenue was $31.5 million. The Company earns revenue from the sale of dried cannabis and cannabis products sold directly to medical patients, wholesale of finished products to provinces and provincially

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regulated distributors, and wholesale of bulk to other Licensed Producers and provincially regulated distributors.

For the three months ended September 30, 2024, the total revenue increased by 11% to $13,610,857, compared to $12,251,059 for the same period in the previous year. For the nine months ended September 30, 2024, revenue increased by 4% to $42,246,807, compared to $40,723,886 for the same period in the previous year. This growth in revenue over the three and nine months of 2024 compared to 2023 is attributed to an increase in bulk sales offset by a decrease in adult use and medical revenue for the three and nine months ended September 30, 2024.

For the three and nine months ended September 30, 2024, kilograms equivalent sold rose by 59% to 6,246 kilograms and 50% to 18,178 kilograms, respectively, compared to the same period in the previous year. This growth indicates the establishment of strategic partnerships for Bulk sales that have broadened the Company’s distribution network. These actions have collectively contributed to stronger market penetration and increased consumer demand.

For the three and nine months ended September 30, 2024, the weighted average cost per gram of inventory on hand increased by 93% to $1.12, compared to $0.58 for the same period in the previous year. The increase is the result of a higher proportion of finished and semi-finished goods on hand compared to the same period in the previous year.

For the three and nine months ended September 30, 2024, the Company reported a 9% and 2% increase in net revenue to $9,545,263 and $31,509,013, respectively, compared to the same periods in the previous year. This increase in net revenue was largely driven by the bulk revenue segment. For the three and nine months ended September 30, 2024, adult use net revenue decreased by $63,661 and $1,141,348, respectively, compared to the corresponding periods in 2023, reflecting lower volume sales to certain provinces slightly offset by the Company’s launch of its new value brand Dime Bag to target a new market segment.

For the three and nine months ended September 30, 2024, medical net revenue declined by 7% and 3% to $2,955,617 and $12,848,802 compared to the same periods in 2023. The decrease is due to lower patient renewal rates and reduced basket sizes, consistent with seasonality experienced in prior years. For the three and nine months ended September 30, 2024, bulk sales generated $1,064,553 and $2,565,671 in net revenue, compared to $Nil and $225,391 recorded for the same periods in the previous year. This increase underscores the expansion into Bulk sales, reflecting the Company’s efforts to diversify its revenue streams and capitalize on new market opportunities.

The growth in the Company’s revenue signifies changing themes in the broader operating model, and the organization’s long-term aspirations. The underperformance in medical, emphasizes the need for ongoing strategic adjustments to maintain and enhance its market position. The Company will continue to prioritize strategically growing domestic bulk sales

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and leveraging its strengths in the medical segment to drive further growth and profitability.

The Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) increased 79% to negative $21,319,506 for the twelve-month period ending December 31, 2023. The increase is partially driven by 107% reduction in depreciation and amortization largely tied to the disposition of the Company’s Strathroy cultivation site and related growing equipment. Further, a 14% reduction in selling, general and administrative expenses and a 571% decline in share-based compensation were factors that contributed to the 12-month period improvement. Partially offsetting improvements were the compounding nature of borrowing costs which led to a 39% improvement in finance costs for FY2023.

During the three and nine months ended September 30, 2024, EBITDA increased by $2,372,687 or 70% to $(1,027,447) and $6,889,998 or 65% to $(3,732,439), respectively, compared to the same periods in 2023. The increase is mainly driven by a 31% reduction in selling, general and administrative expenses and a 5% reduction in the cost of goods sold during the nine months ended September 30, 2024 compared to the same period in 2023. To accomplish the reductions, the Company ceased cultivation activities, reduced headcount, and streamlined its operating model during FY2023. The first three quarters of FY2024 marks the realization of the cost-saving initiatives implemented as part of last year’s restructuring plan. Partially offsetting improvements was the continued reliance on certain externally provided support services.

Over the period January 1, 2023 to September 30, 2024 the Company has generated a cumulative loss from operations of $71.2 million.

Financial Position and Capital Structure

The Company’s consolidated financial position as at December 31, 2020 to 2023 and September 30, 2024 is summarized below. Entourage does have significant cash on its balance sheet and negative working capital. Despite negative net income over the past 3.5 years, the Company has been able to maintain its cash position and has significant interest-bearing debt.

Canadian Dollars	September 30		As of December 31,		2021
	2024	2023	2022	2021
Cash and Cash Equivalents	$3,934,538	$11,693,533	$12,228,293	$22,447,163	$26,406,855
Current Assets (Including Cash)	$18,708,565	$25,405,789	$40,085,316	$61,425,413	$66,304,285
Current Liabilities (Including Debt)	$190,086,261	$172,314,750	$141,878,963	$116,392,767	$21,729,337
Working Capital	-$171,377,696	-$146,908,961	-$101,793,647	-$54,967,354	$44,574,948
Total Debt (Excluding Leases)	$181,205,469	$160,904,484	$133,573,247	$91,196,249	$78,305,926

As on September 30, 2024, Entourage had 308,387,450 Common Shares issued and outstanding. In addition to Common Shares, Entourage does have 3,116,666 warrants

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outstanding and 2,439,500 options at various exercise prices and 22,420,162 restricted share units outstanding as of the date of the Opinion.

As can be seen from the following table, in the 180 trading days preceding the date of the Opinion, Entourage’s average daily closing price on the TSXV has declined approximately 14.3% from C$0.012 to C$0.010.

Trading Price - C$	December 27, 2024
	Minimum	Average	Maximum
10-Days Preceding	$0.010	$0.010	$0.010
30-Days Preceding	$0.005	$0.010	$0.015
90-Days Preceding	$0.005	$0.011	$0.015
180-Days Preceding	$0.005	$0.012	$0.020

Average daily trading volumes on the TSXV have remained consistent over the 180 trading days preceding the Opinion at 100,000 shares per day. Overall, trading in Entourage Common Shares is relatively illiquid.

Trading Volume	December 27, 2024
	Minimum	Average	Maximum	Total	%
10-Days Preceding	20,000	109,266	259,251	1,092,664	0.4%
30-Days Preceding	8,000	150,029	2,184,217	4,500,884	1.5%
90-Days Preceding	1,192	108,727	2,184,217	9,785,471	3.2%
180-Days Preceding	1,192	109,782	2,184,217	19,760,757	6.4%

Loans and Borrowings

On March 29, 2019, the Company entered into combined secured credit agreements (collectively, "Credit Facilities" or "Senior Credit Agreement"). The Credit Facilities were comprised of the following:

Facility 1: $3,000,000 committed Revolving Credit Facility (the "Revolver");

Facility 2: $33,150,000 committed term loan;

Facility 3: $3,000,000 committed term loan.

Facility 4: $500,000 for working capital purposes (Expired on December 31, 2021).

On June 16, 2023, the Company repaid $10,500,907 in outstanding principal ($8,500,000 pertaining to proceeds from sale of assets held for sale of the consolidated financial statements, $2,000,000 held in restricted cash and $907 from the cash balance) to pay down a significant portion of Credit Facilities. The remaining principal balance of the Credit Facilities of $14,550,293, along with unpaid accrued interest and bank fees of $114,097, for an aggregate of $14,664,390, was assumed by and assigned to the Guarantor, the

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Company’s other secured lender. As there were no changes to the contractual terms of the Credit Facilities upon assumption and assignment, the change in lender did not result in a modification or extinguishment.

On the date of assumption and assignment, June 16, 2023, the Credit Facilities had an aggregate face value of $14,550,390. The Credit Facilities maturity date remained unchanged and the Credit Facilities mature on June 30, 2024. Subsequent to the maturity date, the Company continued to accrue interest of $413,031 in the three months ended September 30, 2024.

Credit facility with LPFCEC

On September 23, 2020, the Company entered into a credit facility with LPFCEC. Under the terms, LPF provided the Company $30,000,000, maturing in August 2022 and bearing a 15% interest rate per annum and accruing daily and payable monthly in arrears, with a payment-in-kind option at the Company's discretion, to add interest accrued to the principal loan amount (“Subordinated Credit Agreement” or “Credit Facility”). The guarantors were 2686912 Ontario Limited, 2686913 Ontario Inc, Starseed Holdings Inc., North Star Wellness Inc and 2690870 Ontario Inc. The loan was secured against the borrower guarantee, liens on personal property, pledge of shares, lien over real property, leased property, insurance and shareholder loan.

On October 28, 2021, the Company entered into an amendment resulting in an interest rate increase of 25 basis points.

On December 23, 2021, the Company entered into an amendment and received additional proceeds of $20,000,000 from the Guarantor maturing in August 2022 and bearing a 15% interest rate per annum and accruing daily and payable monthly in arrears, with a payment-in-kind option at the Company's discretion, to add interest accrued to the principal loan amount. The Subordinated Credit Agreement contained certain financial covenants.

On April 29, 2022, the Company entered into an amendment that included a waiver related to the total funded debt to tangible net worth ratio covenant violation for the fiscal quarter ended December 31, 2021. In addition, the Company received additional proceeds of $15,000,000 from the Guarantor maturing in August 2022 and bearing a 15.25% interest rate per annum and accruing daily and payable monthly in arrears, with a payment-in-kind option at the Company's discretion, to add interest accrued to the principal loan amount. Total transaction costs associated with the amendment were $115,520.

On June 27, 2022, the Company entered into an amendment whereby the Guarantor agreed to repay the settlement amount of the 2019 Convertible Debentures, including transaction costs ($8,201,669 towards repayment of its 2019 Convertible Debentures and $331,333 towards the associated holder transaction costs) and advance additional cash proceeds of $366,998 to the Company. This resulted in an increase to the outstanding Credit Facility balance of $8,900,000. The additional loan had the same terms, including maturity date

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and interest rate as the April 29, 2022 loan. The unsecured convertible debenture holders, including its related expenses, were directly settled by the Guarantor.

On June 30, 2022, the Company entered into an amendment and secured an extension of the maturity date of the Credit Facility from August 2022 to December 31, 2024, and a deferral of certain of its financial covenants to January 1, 2024, subject to certain conditions. The requirement relating to maintaining a total funded debt to tangible net worth of not more than 1:1 was replaced by a requirement to maintain a certain minimum quarterly EBITDA target for the fiscal quarters ending June 30, 2022 to December 31, 2023. Further, the Company was required to maintain liquidity coverage of not less than $1,000,000 at all times. As this amendment impacted the maturity date, the Company assessed whether the amendment was considered an extinguishment or a modification. The Company recorded a gain on modification of $3,381,883 in the consolidated statements of loss and comprehensive loss.

On October 31, 2022, the Company entered into an amendment and received the first tranche of funding of $15,000,000. The second tranche of funding of $15,000,000 was received on January 31, 2023. The Credit Facility continues to bear an interest rate of 15.25% with the option, at the Company’s discretion, to capitalize interest in lieu of cash payments of interest and is set to mature on December 31, 2024. Total transaction costs associated with the proceeds received under this amendment was $138,132.

On January 31, 2023, the Company entered into an amendment and received the second tranche of funding of $15,000,000 less transaction costs of $226,458. The Credit Facility continues to bear an interest rate of 15.25% with the option, at the Company’s discretion, to capitalize interest in lieu of cash payments of interest and is set to mature on December 31, 2024.

On June 16, 2023, the Guarantor assumed the remaining balance under the Senior Credit Agreement with BMO the consolidated financial statements and issued funding of $14,664,390 to BMO. The Senior Credit Agreement assumed by the Guarantor is secured by the assets of the Company and its subsidiaries, including the Company’s production facilities, and contains customary financial and other covenants, as well as typical conditions precedent for a transaction of this nature. The Company has not made any interest or principal repayments on the Senior Credit Agreement after assumption by the Guarantor. Any unpaid interest will be added to the carrying amount of the loan and will accrue interest compounded monthly. The total principal and accrued interest outstanding as at September 30, 2024, related to the Subordinated Credit Agreement was $158,950,785 (December 31, 2023: $141,859,553).

As both the Senior Credit Agreement and the Subordinated Credit Agreement have a maturity date within twelve months from September 30, 2024, the outstanding loan and borrowing have been classified as current liabilities as at September 30, 2024.

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On October 23, 2024, the Company entered into an amendment and received funding of $2,500,000 less transaction costs of $34,529. The Credit Facility continues to bear an interest rate of 15.25% with the option, at the Company’s discretion, to capitalize interest in lieu of cash payments of interest and matured on December 31, 2024.

The Company was in breach of certain financial covenants and other obligations under both the Senior Credit Agreement and Subordinated Credit Agreement as at the date of the Opinion, September 30, 2024 and December 31, 2023. The Company worked with LPFCEC collaboratively to reach an agreement on refined debt terms. To this end, the Company received a forbearance letter on December 8, 2023, waiving the Company’s breaches until January 15, 2024, subject to the satisfaction or waiver of certain conditions. The Company continued to work with LPFCEC on debt terms and updated forbearance letters were received on January 15, 2024, March 8, 2024, April 5, 2024, May 3, 2024, August 2, 2024, October 8, 2024 and October 31, 2024, where the final letter expired on November 9, 2024.

1.04 Evans & Evans reviewed the draft Arrangement Agreement and the Plan of Arrangement outlining the terms of the Proposed Transaction. The key terms of the Proposed Transaction are highlighted below.

The Proposed Transaction will be effected by way of a Plan of Arrangement (the “Arrangement”).
The Purchaser has agreed to acquire all of the Common Shares for cash consideration equal to $0.005 per Common Share (the “Consideration”). The Arrangement Agreement also provides for the same Consideration to be paid to holders of certain vested convertible securities of the Company.
In connection with the Proposed Transaction, the Company will enter into debt settlement agreements (the “Debt Settlement Agreements”) with holders of $1,013,050 in aggregate principal amount of unsecured debentures issued by a subsidiary of the Company (the “Unsecured Debentures”). The Debt Settlement Agreements provide for the full and final settlement of the Unsecured Debentures in exchange for an aggregate cash payment of $250,000 to the holders of the Unsecured Debentures, conditional upon closing of the Proposed Transaction.
A termination fee is payable by the Company to Purchaser under certain situations as outlined in the Agreement. The termination fee to Company is an amount equal to the Company’s reasonable legal and other professional costs that have been properly incurred in connection with the transactions contemplated by the Agreement, subject to a maximum of $1,000,000.
A termination fee is due from Purchaser to Entourage under certain situations as outlined in the Agreement. The termination fee to Entourage is an amount equal to the Company’s reasonable legal and other professional costs that have been properly

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incurred in connection with the transactions contemplated by the Agreement, subject to a maximum of $1,000,000.

The Common Shares held by the Guarantor represent 19.57% of the issued and outstanding Common Shares.

1.05 The Committee retained Evans & Evans to act as an independent advisor to the Committee and to prepare and deliver the Opinion to the Committee to provide an independent opinion as to the fairness of the Proposed Transaction, from a financial point of view to the Entourage shareholders as at the date of the Opinion, excluding the Guarantor and its affiliates.

2.0 Engagement of Evans & Evans, Inc.

2.01 Evans & Evans was formally engaged by the Committee pursuant to an engagement letter signed September 9, 2024 (the “Engagement Letter”) to prepare the Opinion.

2.02 The Engagement Letter provides the terms upon which Evans & Evans has agreed to provide the Opinion to the Committee. The terms of the Engagement Letter provide that Evans & Evans is to be paid a fixed professional fee for its services. In addition, Evans & Evans is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by Entourage in certain circumstances. The fee established for the Opinion is not contingent upon the opinions presented.

2.03 Evans & Evans has no present or prospective interest in Entourage, the Guarantor or any entity that is the subject of this Opinion, and we have no personal interest with respect to the parties involved.

3.0 Scope of Review

3.01 In connection with preparing the Opinion, Evans & Evans has reviewed and relied upon, or carried out, among other things, the following:

Interviewed members of management on numerous occasions to gain an understanding of Entourage’s history and plans going forward.
Interviewed the Committee to gain an understanding of the corporate rationale for the Proposed Transaction.
Reviewed the Company’s website https://entouragehealthcorp.com.
Reviewed Entourage’s consolidated financial statements for the years ended December 31, 2020, to 2023 as audited by MNP LLP, Chartered Professional Accountants of Toronto, Ontario and unaudited financial statements for the nine months ended September 30, 2024.

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Reviewed Entourage’s Management Discussion and Analysis for the year ended December 31, 2023, three months ended March 31, 2024, six months ended June 30, 2024 and nine months ended September 30, 2024.
Reviewed the financial projections of the Company for the years ended December 31 2024 to 2026 as provided by management.
Reviewed the organization chart of Entourage prepared by the management of the Company.
Reviewed the list of shareholders as on December 31, 2023 as provided by the management of the Company.
Reviewed Entourage Brands’ Health Canada license effective as of October 3, 2023.
Reviewed Entourage Brands’ correspondence related to the renewal of cannabis license under the Excise Act, 2001 dated June 13, 2024.
Reviewed the Supply and Manufacturing Agreement between 2682130 Ontario Limited and Entourage dated August 31, 2021.
Reviewed the Processing Services Agreement between Entourage Brands and 2368523 Ontario Limited dated May 1, 2024.
Reviewed the Master Services and Supply Agreement between Entourage Brands and ANC Inc. dated April 29th, 2024, and the related amendment agreement dated June 24, 2024.
Reviewed the Master Cannabis Supply Agreement between Ontario Cannabis Retail Corporation and Entourage dated April 8, 2021 and Amending Agreement to Master Cannabis Supply Agreement Insurance Requirements dated April 25, 2023.
Reviewed the Brand Licensing Agreement and the amendment to the agreement between Irwin Naturals Cannabis Inc., and Entourage Brands Corp. dated August 3, 2022, and June 11, 2024, respectively.
Reviewed the Brand Licensing Agreement and the amendment to the agreement between MM Technology Holdings, LLC and WeedMd Inc., dated July 31, 2020, and April 18, 2022, respectively.
Reviewed the Credit Agreement between WeedMD Rx Inc. and Bank of Montreal dated March 29, 2019, and the amendments to the agreement dated (i) July 25, 2019; (ii) September 17, 2019; (iii) June 30, 2020; (iv) September 30, 2020; (v) October 18, 2021; (vi) December 23, 2021; (vii) March 30, 2022; (viii) May 31, 2022; and (ix) June 30, 2022.

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Reviewed the Amended and Restated Credit Agreement between Entourage Brands Corp. and Bank of Montreal dated October 28, 2022, and the amendment to the agreement dated December 30, 2022.
Reviewed the Sale and Assignment of Debt and Security between Bank of Montreal and 2437653 Ontario Inc. Dated June 26, 2023.
Reviewed the Term Credit Agreement Second Amendment between WeedMD Rx Inc., Entourage and 2437653 Ontario Inc. dated December 23, 2021.
Reviewed the Term Credit Agreement Third Amendment between WeedMD Rx Inc., Entourage and 2437653 Ontario Inc. dated April 28, 2022.
Reviewed the Term Credit Agreement Fourth, Fifth and Sixth Amendment between Entourage Brands Corp., Entourage and 2437653 Ontario Inc. dated June 27, 2022, June 30, 2022, October 28, 2022, respectively.
Reviewed the Amended and Restated Term Credit Agreement between Entourage Brands Corp., Entourage and 2437653 Ontario Inc. dated January 31, 2023.
Reviewed the consent to acquisition of Canntx Life Sciences Inc. and Extension of Conversion dated October 29, 2021, and amendments dated (i) December 23, 2021; (ii) April 28, 2022; (iii) June 27, 2022; (iv) June 30, 2022; (v) October 28, 2022; and (vi) January 31, 2023.
Reviewed Entourage’s summary of litigation/ claims report Q2 2024.
Reviewed the primary directors and officers liability insurance quotation issued by HDI Global Specialty SE - Canadian Branch, dated August 19, 2024.
Reviewed the Data License Agreements between Entourage Brands Corp. and the following (i) Wild Card Cannabis Incorporated dated April 1, 2023; (ii) Nova Cannabis Analytics Limited Partnership.
Reviewed the Data License, Training & Education Agreements between Entourage Brands Corp and (i) We Store Inc. dated August 1, 2023; (ii) Mary J's Cannabis Inc. dated November 1, 2022; (iii) Lucid Cannabis AB Inc. dated February 1, 2023; (iv) Famous Flower Cannabis Co dated August 1, 2023; and (v) 2759054 Ontario Inc dated July 1, 2022.
Reviewed the Cabanalytics Data License Agreement between High Tide Inc., and Entourage Brands Corp. dated August 1, 2023, and its amendment dated September 19, 2023.

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Reviewed the Data Services Agreement between Kiaro Digital Ltd. and Entourage Brands Corp. dated April 1, 2022.
Reviewed the lease agreements between WeedMD Inc. and the following (i) The Court House Block Inc. dated November 20, 2019; and (ii) H3G Developments Corp. dated November 22, 2022.
Reviewed the following agreements between Solid Packaging Robotik Group Inc and Entourage Brands Corp. (i) equipment rental agreement dated January 31, 2023; (ii) installments sales addendum dated August 17, 2023; (iii) financing agreement dated March 27, 2024; and (iv) installments sales addendum dated August 17, 2023.
Reviewed the Master Sales Agreement between Entourage Brands Corp. and Mera Cannabis Corp. dated July 10, 2023.
Reviewed the Assignment and Assumption Agreement between Entourage Brands Corp. and Hexo Operations Inc. dated September 12, 2023.
Reviewed the following agreements between Olli Brands Inc. and Entourage: (i) private label - wholesale agreement dated January 24, 2022; (ii) amendment to the private label - wholesale agreement dated November 3, 2023; and (iii) quality agreement dated March 4, 2022.
Reviewed the Cannabis Products Supply Agreement between Entourage Brands and the following (i) GreenSeal Cannabis Company, Ltd. dated August 15, 2022; (ii) Heritage Cannabis dated August 15, 2022; (iii) Regal Cannabis Ltd. dated August 15, 2022; (iv) Sitka Weed Works dated August 15, 2022; (v) Tricanna Industries Inc. dated August 18, 2022; (vi) Enterprise Teedy Inc. dated January 17, 2024; (vi) Remidose Aerosols Inc. dated August 29, 2023; (vii) Agripharm Corp. dated June 13, 2024; (viii) Auxly Charlottetown Inc. dated March 9, 2022.
Reviewed the Supply Agreement between Entourage Brands and Hexo Operations Inc. November 15, 2022.
Reviewed the Equipment Purchase Agreement between Entourage Brands and Mera Cannabis Corp. dated April 11, 2024.
Reviewed the security clearance request under the Cannabis Act which had been granted to the following: (i) Paramjit Bajwa; (ii) Patrick Scanlon; and (iii) Chad Shaddock.
Reviewed the Services Agreement between the following: (i) Entourage Brands and Budvue Media Inc. dated January 22, 2024; (ii) Imagis Inc and Entourage dated August 10, 2023; (iii) 2765928 Ontario Ltd. dated March 11, 2021; and (iv) 12656809 Canada Inc. dated July 3, 2024.

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Reviewed the Delivery Services agreement between Entourage Brands and the Delta 9 Logistics Inc. dated February 23, 2024;
Reviewed the Shipper Broker Agreement between Entourage Brands and each of (i) Kanalink Limited dated February 7, 2023; and (ii) Trans-Pro Logistics Inc. dated February 7, 2023.
Reviewed the Master Agreement for LP Partner between Entourage Brands and HelloMD Corporation dated May 20, 2022.
Reviewed the Reseller Agreement between National Cannabis Distribution and Entourage Brands dated March 1, 2024.
Reviewed the Distribution Agreement between Entourage Brands and 10926671 Canada Ltd. dated February 16, 2024.
Reviewed the Sale, Distribution and Marketing Agreement between Rose Lifescience Inc. and Entourage Brands dated July 28, 2020.
Reviewed the Loan Agreement between 1217174 Ontario Ltd. and Canntx Lifesciences Inc. dated December 15, 2019 and the amendment to the agreement dated February 2021.
Reviewed the list of all registered trademarks and certificates of registration of the following trademarks: (i) weekend cannabis with registration date November 2, 2023; (ii) bower therapy with registration date October 24, 2022; (iii) bower with registration date October 24, 2022; (iv) CannTx with registration date March 29, 2022; (v) weekend cannabis company with registration date November 2, 2023; (vi) Dime Bag with registration date December 9, 2021; (vii) Grow forth with registration date December 7, 2022; (viii) high road cannabis with registration date March 19, 2024; (ix) royal city cannabis cooperative with registration date July 19, 2024; (x) solidus standard with registration date September 7, 2022; (xi) solidus with registration date September 7, 2022; (xii) syndicate: your go-to medical cannabis marketplace with registration date June 14, 2022; (xiii) SteadyStem with registration date June 17, 2022; (xiv) Steadystem Solutions with registration date June 17, 2022; (xv) syndicate logo date with registration July 5, 2024; (xvi) syndicate with registration June 14, 2024; (xvii) syndicate cannabis with registration June 14, 2024; (xviii) color logo with registration February 12, 2024; (xix) color cannabis with registration February 12, 2024; (xx) Saturday cannabis company with registration January 11, 2022; (xxi) entourage absolute with registration January 11, 2022; (xxii) entourage total with registration January 11, 2022; (xxii) entourage with registration January 11, 2022; and (xxiii) entourage plus with registration January 11, 2022.
Reviewed the Subscription Agreements of the non-brokered private placement of offering convertible debentures issued by Canntx Life Sciences Inc. total amount of

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$1.24 million dated March 31, 2021, and the related amendment agreement dated July 2022.

Reviewed the employment offers and change of terms of employment documents of employees of Entourage and Starseed.
Reviewed Entourage’s 2019 omnibus equity incentive compensation plan and amended and restated omnibus equity incentive compensation plan
Reviewed the Letter of Grant in relation to the payment of equity issuances in deferred share units of Entourage issued to the directors of the Company.
Reviewed the Letter of Grant in relation to the payment of equity issuances in deferred share units of Entourage issued to the directors of the Company.
Reviewed Entourage’s Performance Share Unit Agreements grant letters.

Other Information

Reviewed the draft of the Arrangement Agreement between 1001095275 Ontario Inc., 2437653 Ontario Inc. and Entourage as provided by management.
Reviewed stock market trading data and financial information on the following companies: Entourage Health Corp., Aurora Cannabis Inc., Auxly Cannabis Group Inc., C21 Investments Inc., CanadaBis Capital Inc., Cresco Labs Inc., Digicann Ventures Inc., Flora Growth Corp., Green Thumb Industries Inc., Jushi Holdings Inc., New Leaf Ventures Inc., Red White & Bloom Brands Inc., SNDL Inc., StateHouse Holdings Inc., Tilary Brands, Inc., TransCanna Holdings Inc., and Vireo Growth Inc.
Reviewed the trading price of the Company on the Exchange for the period between April 1, 2024, and December 24, 2024. As can be seen from the chart below, the Company’s stock price has remained stable since the second quarter of 2024. In calendar 2024, the Company’s share price seemed to have stabilized in the range of $0.010 to $0.015 per common share. Overall, trading volumes tend to be very low, with the average daily trading volume being 3.0% of total shares issued in the 90 days preceding the date of the Opinion.

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Reviewed merger and acquisition data related to cannabis companies.
Reviewed the Company’s press releases for the 18 months preceding the date of the Opinion.
Reviewed information on the Companies’ market from a variety of sources.

Limitation and Qualification

Evans & Evans did not visit any of the Companies’ respective facilities.

4.0 Market Overview

4.01 The Canadian cannabis market was valued at US$5.63 billion in 2024 and is expected to reach US$6.58 billion by 2029 growing at a compound annual growth rate (“CAGR”) of 3.17% from 2024 to 2029.¹ The key factors driving the recreational cannabis market are shifting public perspectives on cannabis use, legislative changes, evolving regulatory frameworks, and the increasing accessibility of a variety of cannabis products.

According to a survey conduct by Statistics Canada, Canadian cannabis users in 2023 revealed changes in product preferences since 2018. In 2023, the most common products were dried flower or leaf, edible cannabis, and vape pens or cartridges. Usage rates varied, with increases in edible cannabis, vape pens, beverages, and topicals, while hashish and concentrates saw declines. The below chart, by product segment, outlines the Cannabis products obtained among people, from 2018 to 2023².

¹ https://www.statista.com/outlook/hmo/cannabis/canada
² https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/research-data/canadian-cannabis-survey-2023-summary.html

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Canada vs Global Legal Cannabis Market share, by end-use, 2023

Usage of Cannabis Products by Product Segment, 2018 to 2023

In Canada, there is an imbalance in the supply and demand within the Canadian cannabis industry. The packaged inventory of dried cannabis, encompassing federal license holders, provincial distributors, and retailers, surged to an estimated 130.2 million units in the first quarter of 2024. However, during the same period, actual sales amounted to only 30.4 million units. This highlights an ongoing challenge in balancing supply and demand within the Canadian cannabis industry, despite efforts by major producers to scale back cultivation facilities³. The chart below outlines the total dried cannabis packaged inventory and sales by product type.

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³ https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/research-data/market/dried.html#tbl-1

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Total Cannabis Packaged Inventory and Sales By Product Type

As per MjBiz Daily’s article published in January 2024, a publication covering the legal cannabis industry in North America and globally, Canada's legal cannabis industry is experiencing a decline in new entrants, while existing businesses are exiting the market. Federal data indicates a record low in new licenses and a doubling of revoked or expired licenses within a year in 2023. Factors contributing to this trend include falling prices due to oversupply, a burdensome federal taxation system, and stiff competition from smaller, specialized companies. Moreover, large government-owned wholesalers dominate industry profits. These challenges dissuade potential investors and entrepreneurs from entering the market, as evident in the declining number of prospective federal licensees.⁴ As of September 2023, there were 107 applicants in the queue, down from 163 in September 2022. Inactivated licenses have also increased, reaching 222, with reasons including revocation and expiration. Despite these challenges, the total number of federal license

⁴ https://mjbizdaily.com/canadian-cannabis-license-approvals-at-multiyear-low-amid-market-turbulence/

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holders remains high, standing at 947 as of September 2023.5 However, the excess production is mainly attributed to standard license holders, which have no canopy size limit, while the number of standard licensees has remained relatively steady over time.

In 2024, Canadian recreational cannabis sales reached $5.07 billion, marking a 12.2% increase from 2022. This growth rate, however, signals a slowing trend compared to the 17.9% increase seen in 2022, reflecting the maturation of the market since legalization in 2018. Despite the overall growth, challenges persist within the Canadian cannabis industry, including high excise taxes and competition from the illicit market. The industry awaits a legislative review of legalization, with uncertain prospects for reforms that could benefit producers and retailers. Consolidation is ongoing within the retail sector, with some stores closing or being acquired. Looking ahead, a potential 10% growth in cannabis sales for 2025, driven by further erosion of the illicit market and continued expansion of legal cannabis stores, particularly in regions with low penetration.6

4.02 Canada has allowed legal access to medical marijuana since 1999, but the laws in Canada have continued to evolve with time. The Access to Cannabis for Medicinal Purposes Regulations (“ACMPR”), were established in August 2016 to allow licensed producers to produce and sell cannabis products for medicinal use and allowed individuals to grow their own cannabis for medical purposes. On October 17, 2018, the government of Canada legalized and strictly regulated the production, distribution, sale, import and export, and possession of cannabis for adults of legal age. By doing so Canada became the first industrialized nation to allow legal and regulated access to cannabis for non-medical or recreational purposes. In 2021, all regions of Canada showed high approval rate for legalization of cannabis, with the rate being highest in prairies region and lowest in the Atlantic region.7

Revenue of the Canadian cannabis market was $4.93 billion by 2023 at a growth of 25.4% year-over-year (“YOY”).8 The Canadian cannabis market is expected to grow at CAGR of 15.64% to reach $7.15 billion by 2027. The medical cannabis segment revenue was $0.81 billion in 2023 and is expected to reach $1.32 billion by 2027, showing a CAGR of 12.9%.9

In the Canadian recreational market, dried flower, pre-rolls, and concentrates represent 40.1%, 29.3%, and 5.2% of sales, respectively.10 Adult use flower sales were US$1.1 billion in 2020 and its sales reached its peak in 2023. Adult use flowers are expected to command the biggest share of the legal cannabis market in Canada by 2025.

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5 https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/research-data/commercial-applications-licences.html
6 https://mjbizdaily.com/canadian-recreational-cannabis-sales-surpass-ca5-billion-in-2023/
7 https://www.statista.com/topics/3194/medical-marijuana-in-canada/#topicOverview/
8 https://www.statista.com/outlook/hmo/cannabis/canada?currency=CAD
9 https://www.statista.com/outlook/hmo/cannabis/medical-cannabis/canada?currency=CAD
10 https://www.newcannabisventures.com/canadian-cannabis-sales/

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Cannabis is now being prescribed as a treatment for variety of medical conditions and symptoms, such as cancer, diabetes, chronic pain, epilepsy, depression, arthritis, glaucoma, migraines, multiple sclerosis, Alzheimer's, acquired immunodeficiency syndrome (AIDS), amyotrophic lateral sclerosis (ALS), post-traumatic stress disorder (PTSD), Parkinson's, and Tourette's syndrome. Cannabis provides a safer alternative with relatively milder side effects as compared to other alternative therapies. It is also combined with conventional opioid treatment to reduce frequency and quantity of opioid treatments while providing relief to the patients.¹¹

The Canadian cannabis sector has made a positive contribution to the national economy from the year 2018, when adult use of recreational cannabis was legalized. Cannabis has contributed billions to GDP and have created tens of thousands of jobs across the country.

The number of medical client registrations with federally licensed sellers fell 2% from 183,909 in December 2023 to 180,878 in March 2024. The number of individuals registered with Health Canada for personal and designated cultivation of cannabis for their own medical purposes increased 15% from 13,672 in December 2023 to 15,726 in March 2024. The majority of the increase of 2,054 in registrations for personal/designated production is from three provinces: British Columbia with an increase of 696 registrations, Quebec with 671 and Ontario with 470.¹²

Canada's medical cannabis market generated a revenue of approximately US$1.06 billion by 2024. With a forecasted CAGR of 2.68% from 2024 to 2029, the market is expected to reach a value of US$1.21 billion by 2029.¹³ Canada's medical cannabis industry was valued at approximately $573 million in 2023-24, comprising $355 million in domestic sales and about $218 million in exports. The export figure remains provisional, pending further validation by Health Canada.¹⁴

¹¹ https://www.expertmarketresearch.com/reports/medical-cannabis-market
¹² https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/research-data/medical-purpose.html
¹³ https://www.statista.com/outlook/hmo/cannabis/medical-cannabis/canada
¹⁴ https://mjbizdaily.com/canada-medical-cannabis-exports-jump-to-ca220-million-domestic-sales-decline/

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Canadian cannabis exports reported by licensed producer

Customers in Canada are increasingly turning to medical cannabis for its potential health benefits and as an alternative treatment option for various medical conditions. There is a growing acceptance and awareness of the therapeutic properties of cannabis among patients, leading to a rise in demand for medical cannabis products. [13] However, in the 2023-24 fiscal year ended in March, Canada's medical marijuana spending was $355 million, according to Statistics Canada data. That marked a 13% decline from the previous year's $409 million. The figure for 2023-24 represents a 41% decline from the peak in 2019-20, when Canadians spent $603 million on regulated medical marijuana products. [15]

Canadian domestic medical cannabis sales

Canada's domestic medical cannabis sales fell to an almost seven-year low in 2023-24 worth approximately CA$355 million. That's 41% lower than the peak in 2019.

All figures in Canadian dollars.

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A significant trend in the Canadian medical cannabis market is the broadening of product offerings and consumption methods. The legalization of edibles, extracts, and topicals has expanded consumer options, contributing to market growth. Moreover, the industry is increasingly embracing personalized medicine, with companies developing customized treatment plans to address the unique needs of individual patients.^[13]^

4.04 Following a period of financial distress and declining valuations in 2023, the cannabis sector saw a resurgence in M&A activity in 2024. Companies with available capital capitalized on distressed opportunities, leading to increased consolidation within the industry. Some of the deals in 2024 include:^[16]^

OrganiGram Holdings Inc. - In December 2024, OrganiGram announced the acquisition of Motif Labs Ltd. for up to $100 million, comprising $50 million in cash and the remainder in OrganiGram common shares. This strategic move positioned OrganiGram as the largest cannabis company in Canada by market share.^[17]^
Aurora Cannabis Inc. - On February 7, 2024, Aurora Cannabis completed the acquisition of the remaining 90% of Australia-based Indica Industries Pty Ltd (doing business as MedReleaf Australia) for approximately Australian Dollars (“A$”)33 million, implying a total value of A$45 million. This acquisition aimed to strengthen Aurora's presence in the expanding Australian market.^[18]^
Curaleaf Holdings, Inc. - On April 22, 2024, Curaleaf announced the closing of its $16 million acquisition of Northern Green Canada, a vertically integrated Canadian licensed cannabis producer focused on international markets. This acquisition enhanced Curaleaf's strategic advantage in established European markets and provided a foothold in emerging markets such as Australia and New Zealand.^[19]^

5.0 Prior Valuations

5.01 The Company has represented to Evans & Evans that there have been no formal valuations or appraisals relating to the Companies or any affiliate or any of its material assets or liabilities made in the preceding three years which are in the possession or control of the Companies.

6.0 Conditions and Restrictions

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6.01 The Opinion is prepared for the internal purposes of the Committee and may be shared with the Board and management of Entourage at the discretion of the Committee. The Opinion is intended for placement on Entourage’s file.

6.02 The Opinion may be submitted to the TSXV if required. The Opinion may be shared with the court reviewing the Proposed Transaction. The Opinion is not intended for use in any court proceedings unrelated to the approval of the Proposed Transaction.

6.03 The Opinion may not be issued to any international stock exchange and/or regulatory authority beyond the TSXV.

6.04 The Opinion may not be issued and/or used to support any type of value with any other third parties, legal authorities, nor stock exchanges, or other regulatory authorities, nor any tax authority. Nor can it be used or relied upon by any of these parties or relied upon in any legal proceeding and/or court matter (other than relating to the approval of the Proposed Transaction).

6.05 Any use beyond that defined above is done so without the consent of Evans & Evans and readers are advised of such restricted use as set out above.

6.06 The Opinion should not be construed as a formal valuation or appraisal of Entourage or any of its securities or assets. Evans & Evans has, however, conducted such analyses as we considered necessary in the circumstances.

6.07 In preparing the Opinion, Evans & Evans has relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data publicly available. Evans & Evans has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Opinion has also been used.

The Opinion is based on: (i) our interpretation of the information which Entourage, as well as its representatives and advisers, have supplied to-date; (ii) our understanding of the terms of the Proposed Transaction; and (iii) the assumption that the Proposed Transaction will be consummated in accordance with the expected terms.

6.08 The Opinion is necessarily based on economic, market and other conditions as of the date hereof, and the written and oral information made available to us until the date of the Opinion. It is understood that subsequent developments may affect the conclusions of the Opinion, and that, in addition, Evans & Evans has no obligation to update, revise or reaffirm the Opinion.

6.09 Evans & Evans denies any responsibility, financial, legal or other, for any use and/or improper use of the Opinion however occasioned.

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6.10 Evans & Evans is expressing no opinion as to the price at which any securities of Entourage will trade on any stock exchange at any time.

6.11 Evans & Evans is expressing no opinion as to whether any alternative transaction might have been more beneficial to the Entourage shareholders.

6.12 Evans & Evans reserves the right to review all information and calculations included or referred to in the Opinion and, if it considers it necessary, to revise part and/or its entire Opinion and conclusion in light of any information which becomes known to Evans & Evans during or after the date of this Opinion.

6.13 In preparing the Opinion, Evans & Evans has relied upon a letter from management of Entourage confirming to Evans & Evans in writing that the information and management's representations made to Evans & Evans in preparing the Opinion are accurate, correct and complete in all material respects, and that there are no material omissions of information that would affect the conclusions contained in the Opinion.

6.14 Evans & Evans has based its Opinion upon a variety of factors. Accordingly, Evans & Evans believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by Evans & Evans, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Evans & Evans' conclusions as to the fairness, from a financial point of view, to the Entourage shareholders of the Proposed Transaction were based on its review of the Proposed Transaction taken as a whole, in the context of all the matters described under "Scope of Review", rather than on any particular element of the Proposed Transaction or the Proposed Transaction outside the context of the matters described under "Scope of Review". The Opinion should be read in its entirety.

6.15 Evans & Evans was not requested to, and we did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of or merger with Entourage or an investment into Entourage. Our opinion also does not address the relative merits of the Proposed Transaction as compared to any alternative business strategies or transactions that might exist for Entourage, the underlying business decision of Entourage to proceed with the Proposed Transaction, or the effects of any other transaction in which Entourage will or might engage.

6.16 Evans & Evans expresses no opinion or recommendation as to how any shareholder of Entourage should act in connection with the Proposed Transaction, any related matter or any other transactions. We are not experts in, nor do we express any opinion, counsel or interpretation with respect to, legal, regulatory, accounting or tax matters. We have assumed that such opinions, counsel or interpretation have been or will be obtained by Entourage from the appropriate professional sources. Furthermore, we have relied, with Entourage's consent, on the assessments by Entourage and its advisors, as to all legal,

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regulatory, accounting and tax matters with respect to Entourage and the Proposed Transaction, and accordingly, we are not expressing any opinion as to the value of Entourage’s tax attributes or the effect of the Proposed Transaction thereon.

6.17 Evans & Evans and all of its Principal’s, Partner’s, staff or associates’ total liability for any errors, omissions or negligent acts, whether they are in contract or in tort or in breach of fiduciary duty or otherwise, arising from any professional services performed or not performed by Evans & Evans, its Principal, Partner, any of its directors, officers, shareholders or employees, shall be limited to the fees charged and paid for the Opinion. No claim shall be brought against any of the above parties, in contract or in tort, more than two years after the date of the Opinion.

7.0 Assumptions

7.01 In preparing the Opinion, Evans & Evans has made certain assumptions as outlined below.

7.02 With the approval of Entourage and as provided for in the Engagement Letter, Evans & Evans has relied upon, and has assumed the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by it from public sources or provided by Entourage or its affiliates or any of their respective officers, directors, consultants, advisors or representatives (collectively, the “Information”). The Opinion is conditional upon such completeness, accuracy and fair presentation of the Information. In accordance with the terms of the Engagement Letter, but subject to the exercise of its professional judgment, and except as expressly described herein, Evans & Evans has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

7.03 Senior officers of Entourage represented to Evans & Evans that, among other things: (i) the Information (other than estimates or budgets) provided orally by, an officer or employee of Entourage or in writing by Entourage (including, in each case, affiliates and their respective directors, officers, consultants, advisors and representatives) to Evans & Evans relating to the Company or the Proposed Transaction, for the purposes of the Engagement Letter, including in particular preparing the Opinion was, at the date the Information was provided to Evans & Evans, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of the Company, their affiliates or the Proposed Transaction and did not and does not omit to state a material fact in respect the Company, their affiliates or the Proposed Transaction that is necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; (ii) with respect to portions of the Information that constitute financial estimates or budgets, they have been fairly and reasonably presented and reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company or their associates and affiliates as to the matters covered thereby and such financial estimates and budgets reasonably represent the views of management of the Company; and (iii) since the dates on which the Information was provided to Evans &

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Evans, except as disclosed in writing to Evans & Evans, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of their affiliates and no material change has occurred in the Information or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Opinion.

7.04 In preparing the Opinion, Evans & Evans have made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to us, all of the conditions required to implement the Proposed Transaction will be met, all consents, permissions, exemptions or orders of relevant third parties or regulating authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Proposed Transaction are valid and effective and that the disclosure provided or (if applicable) incorporated by reference in any documents provided to shareholders with respect to Entourage and the Proposed Transaction will be accurate in all material respects and will comply with the requirements of applicable law. Evans & Evans also made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Evans & Evans and any party involved in the Proposed Transaction. Although Evans & Evans believes that the assumptions used in preparing the Opinion are appropriate in the circumstances, some or all of these assumptions may nevertheless prove to be incorrect.

7.05 The Company and their related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, other than those disclosed by management in the data room or public disclosure documents that would affect the evaluation or comment.

7.06 As at September 30, 2024 all assets and liabilities of Entourage have been recorded in their accounts and financial statements and follow International Financial Reporting Standards.

7.07 Based on representations made by management, Evans & Evans has assumed the Proposed Transaction will be completed on the terms outlined in the draft Purchase Agreement provided to Evans & Evans.

7.08 There were no material changes in the financial position of the Company between the date of the latest available financial statements and the date of the Opinion unless noted in the Opinion.

7.09 Representations made by Entourage as to the number of Common Shares outstanding are accurate.

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8.0 Analysis of the Purchase Price

8.01 As outlined above, the Consideration of $.005 per Common Share implies an equity value of $1.5 million for 100% of the equity in the Company on a non-diluted basis. The enterprise value²⁰ (“EV”) implied by the Proposed Transaction is $181.5 million. As noted above, the Guarantor owns or controls approximately 19.57% of the issued and outstanding shares and as such the purchase price for the equity owned by the non-continuing shareholders (other than the “Guarantor”) is in the range of $1.2 million.

8.02 The EV to trailing 12-month (“TTM”) multiple implied by the Proposed Transaction is 4.38x.

9.0 Analysis of Entourage

9.01 In assessing the fairness of the Proposed Transaction, Evans & Evans considered the following analyses and factors with respect to the market value of Entourage, amongst others: (1) guideline company analysis; (2) a trading price analysis; (3) a review of precedent transactions; and (4) other considerations.

9.02 Evans & Evans reviewed the financial position of Entourage as of the date of the Opinion as discussed in more detail in section 1.03 of this Opinion. Entourage was in a negative working capital position and has significant debt. Further, the Company is not projecting positive EBITDA for at least two years.

9.03 Evans & Evans reviewed Entourage’s trading prices over the 10, 30, 90 and 180 trading days preceding the date of the Opinion. In the 180 trading days preceding the date of the Opinion, the Company’s share price had been decreasing from an average of $0.012 to $0.010 per share as outlined in the table below. While Evans & Evans reviewed data over a 180-day trading period, the analysis focused on the 30 to 90 days preceding the date of the Opinion. Over the 90 trading days preceding the date of the Opinion, Entourage’s share price has stabilized at around $0.011 per common share.

Trading Price - C$	December 27, 2024
	Minimum	Average	Maximum
10-Days Preceding	$0.010	$0.010	$0.010
30-Days Preceding	$0.005	$0.010	$0.015
90-Days Preceding	$0.005	$0.011	$0.015
180-Days Preceding	$0.005	$0.012	$0.020

In reviewing the trading volumes of Entourage’s Common Shares at the date of the Opinion, it appears liquidity had been declined from over 19.0 million Entourage shares traded per day to less than 1.0 million. As can be seen from the table below, in the 90 trading days preceding the date of the Opinion, approximately 9.5 million shares of

²⁰ EV = equity value less cash plus interest bearing debt

EVANS & EVANS, INC.
E-29

ENTOURAGE HEALTH CORP.
Fairness Opinion
December 27, 2024
Page 29

Entourage were traded representing 3.1% of the issued and outstanding shares. Entourage Shares traded on 166 of the 180 trading days considered. Trading volumes are below 100,000 shares per day suggest that large numbers of shareholders’ actual ability to realize their shares’ current trading price is highly unlikely.

Trading Volume	December 27, 2024
	Minimum	Average	Maximum	Total	%
10-Days Preceding	20,000	109,266	259,251	1,092,664	0.4%
30-Days Preceding	8,000	150,029	2,184,217	4,500,884	1.5%
90-Days Preceding	1,192	108,727	2,184,217	9,785,471	3.2%
180-Days Preceding	1,192	109,782	2,184,217	19,760,757	6.4%

Given the limited trading volumes, Evans & Evans also considered the volume-weighted average price (“VWAP”) of Entourage. Over the 30 trading days preceding the date of the Opinion, Entourage’s VWAP had remained consistent at $0.011.

10-Day VWAP	$0.011	20-Day VWAP	$0.012
15-Day VWAP	$0.011	30-Day VWAP	$0.011

9.04 Evans & Evans assessed the reasonableness of the implied equity value of $1.5 million by comparing certain of the related valuation metrics to the metrics indicated for referenced guideline public companies. The identified guideline companies selected were considered reasonably comparable to the Company. In Table 1.0 below we have summarized the EV to TTM revenues of selected public companies.

Evans & Evans identified 16 guideline companies as outlined in Table 1.0 below. As shown in Table 1.0, the identified guideline companies had EV to TTM revenue ranging from 0.30x to 5.06x with an average of 1.60x and median of 1.18x. As of September 30, 2024, Entourage had TTM revenues of approximately $41.4 million. The total debt is $180.3 million, implying a multiple in excess of 4.5x TTM revenues would be required in order for the value of Entourage to exceed the outstanding debt. As can be seen from the following table, cannabis companies with revenues more than $100 million are trading at multiples below 2x TTM revenues.

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Fairness Opinion
December 27, 2024
Page 30

Table 1.0 – Identified Guideline Companies

Company Name	Exchange Order	Market Capitalization	Enterprise Value	ITM Revenue	EFT Revenue	TTM EBITDA	EFT EBITDA	EV/ ITM Revenue	EV / EFT Revenue	EV / TTM EBITDA	EV / EFT EBITDA
Entourage Health Corp.	TSXV:ENTL	3.1	190.8	41.5	n/a	(15.1)	n/a	4.36 x	n/a	n/a	n/a
Aurora Cannabis Inc.	TSX:ACB	338.7	349.1	297.0	328.8	10.3	32.0	1.18 x	1.06 x	33.87 x	10.91 x
Aurly Cannabis Group Inc.	TSX:ALY	43.0	83.2	114.6	n/a	7.5	n/a	0.73 x	n/a	11.14 x	n/a
C21 Investments Inc.	CNSX:CXXI	31.8	34.9	36.3	n/a	3.4	n/a	0.98 x	n/a	10.31 x	n/a
Canadabra Capital Inc.	TSXV:CANB	5.5	10.9	18.0	n/a	1.3	n/a	0.56 x	n/a	7.71 x	n/a
Creece Labs Inc.	CNSX:CL	439.0	879.3	981.3	1,038.5	246.9	202.6	0.69 x	0.65 x	2.75 x	2.32 x
Digicann Ventures Inc.	CNSX:DCNN	0.4	0.8	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Flora Growth Corp.	NasdaqCM:FLGC	27.6	26.4	86.7	86.0	(13.3)	(12.5)	0.30 x	0.31 x	n/a	n/a
Green Thumb Industries Inc.	CNSX:GTO	2,628.1	2,738.7	1,514.5	1,629.8	447.7	518.0	1.81 x	1.68 x	6.12 x	5.28 x
Jushi Holdings Inc.	GTOFK:JUSH.F	78.5	321.8	350.5	369.7	58.8	72.0	0.92 x	0.87 x	5.47 x	4.47 x
New Leaf Ventures Inc.	CNSX:NLV	1.5	3.6	1.4	n/a	(3.3)	n/a	2.52 x	n/a	n/a	n/a
Red White & Bloom Brands Inc.	CNSX:RWB	18.5	332.7	86.3	n/a	(9.4)	n/a	3.85 x	n/a	n/a	n/a
SNDL Inc.	NasdaqCM:SNDL	707.7	429.9	911.2	912.8	(53.9)	n/a	0.47 x	0.47 x	n/a	n/a
Stelehouse Holdings Inc.	CNSX:STHZ	7.7	172.7	142.0	n/a	1.3	n/a	1.22 x	n/a	129.01 x	n/a
Tilray Brands, Inc.	NasdaqGS:TLEY	1,928.2	2,000.5	1,095.8	1,301.0	42.0	99.1	1.83 x	1.54 x	47.63 x	20.18 x
TransCanna Holdings Inc.	CNSX:TCAN	1.4	19.7	3.9	n/a	(9.7)	n/a	5.06 x	n/a	n/a	n/a
Vireo Growth Inc.	CNSX:VREO	186.5	255.0	133.1	141.6	28.1	35.1	1.92 x	1.80 x	9.07 x	7.28 x
							Minimum	0.30 x	0.31 x	2.75 x	2.32 x
							Average	1.60 x	1.05 x	26.31 x	8.41 x
							Median	1.18 x	0.97 x	9.69 x	6.28 x
							Maximum	5.06 x	1.80 x	129.01 x	20.18 x
							Coefficient of Variance	0.834	0.544	1.477	0.768

As can be seen from the following table from Viridian Capital Advisors, the median EV/2025 revenue multiple is 1.11., with 25% of the companies below 0.80x, while 25% are above 1.55x.

Viridian Detailed Valuation Report for 11/29/24

	Mkt To Book	Mlt to Tang Book	EV / ITM Rev	EV/ Annualized Rev	Adj EV/ 2025 EBITDA%	EV/ 2023 Rev est	EV/ 2024 Rev est	EV/ 2025 Rev est	EV/ 2025 EBITDA Est	EV/ 2024 EBITDA Est	EV/ 2025 EBITDA Est
# of Applicable Companies	16	16	16	16	13	16	14	13	15	14	13
Leased 25% of Companies	0.73x	(3.71x)	0.91x	0.91x	4.81x	0.93x	0.90x	0.80x	4.60x	4.03x	3.82x
Median	1.08x	(0.95x)	1.26x	1.30x	5.54x	1.30x	1.05x	1.11x	5.70x	5.78x	4.11x
Highest 25% of Companies	1.74x	1.62x	1.70x	1.69x	7.20x	1.87x	1.55x	1.50x	7.90x	7.16x	6.39x
IQR/Median	0.93	5.62	0.63	0.61	0.43	0.72	0.61	0.63	0.58	0.54	0.62

In assessing the reasonableness of the above, we considered the following:

There are a limited number of directly comparable public companies, when one considers differentiating factors such as size and market niche.
No company considered in the analysis is identical to Entourage.
10 out of 16 of the identified GPCs are generating positive EBITDA. As noted above, the Company does not have a history of positive EBITDA and it is expected to take several years to be significantly above break-even.
An analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics of Entourage, the Proposed Transaction and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.

EVANS & EVANS, INC.

ENTOURAGE HEALTH CORP.
Fairness Opinion
December 27, 2024
Page 31

Given the above-noted factors and our analysis of the observed multiples of selected public companies, Evans & Evans considered this approach with the trading price in assessing the value of the Common Shares issued in the Proposed Transaction. In applying the GPC method to evaluate the enterprise value of Entourage, Evans & Evans have considered the multiples that are positioned at the lower end of the range of the comparable companies. This conservative approach reflects the prevailing market conditions, where cannabis companies in Canada have faced significant challenges. Price compression resulting from market saturation and intense competition, coupled with escalating regulatory compliance costs, has substantially eroded the valuation of Canadian cannabis companies.

Furthermore, operational inefficiencies within the Company, along with the financial difficulties Entourage is currently experiencing, exacerbate these valuation challenges. When applying the lower valuation multiples to Entourage’s financial metrics, the resulting EV fails to sufficiently offset the Company’s liabilities. This leads to the conclusion that the equity value, after accounting for debt obligations, is effectively reduced to zero. Given these factors, the Company’s financial position and the current market conditions indicate a lack of sufficient equity value, making it unlikely that shareholders would realize any return in a liquidation or distressed sale scenario.

9.05 Evans & Evans also conducted a review of various transactions involving cannabis companies.

EV / TTM revenue transaction multiples ranged from 0.6x to 6.7x with an average of 2.3x and a median of 1.6x EV/ TTM revenue. In the table below we have summarized the EV / revenue multiples. The multiple implied by the Proposed Transaction of 4.38x exceeds those of the identified transactions except one transaction closed on May 3, 2021 between Sundial Growers Inc. and The Valens Company Inc.

(Canadian Dollars)
Date	Argotion	Target	Cumulative Value	TTM Revenue	TTM ASU/GA	EV/ TTM Revenue	EV / TTM ASU/GA
21-Oct-24	SNDL Inc.	Nova Cannabis Inc.	153.5	268.6	23.1	0.6×	6.6×
09-May-24	Remet 13 Holdings Inc.	VelaCann Ltd.	86.8	46.8	-	1.9×	n/a
06-May-24	SGW PL Enterprises, LLC	Remet 13 Florida, Inc.	12.3	-	-	n/a	n/a
21-Apr-23	Glaas House Brands Inc.	Turkish Dispensary of Natural Healing Center	-	-	-	n/a	n/a
17-Jan-23	SNDL Inc.	The Valens Company Inc.	119.4	86.6	(82.2)	1.4×	n/a
28-Apr-22	Glaas House Brands Inc.	Rua Products Inc.	55.3	17.8	(11.7)	3.1×	n/a
02-Mar-22	Remet 13 Holdings Inc.	Neat Green Wave Holdings Inc.	77.2	22.5	10.0	3.4×	7.7×
22-Jun-21	Canopy Growth Corporation	The Supreme Cannabis Company, Inc.	355.0	53.3	(46.3)	6.7×	n/a
03-May-21	Sundial Growers Inc. (aka SNDL Inc.)	The Valens Company Inc.	-	71.8	(25.2)	n/a	n/a
24-Mar-20	Hollister Biosciences Inc. (aka YourWay Cannabis Brands Inc.)	Labtronix Inc.	14.5	16.4	2.5	0.9×	5.8×
20-Apr-22	YourWay Cannabis Brands Inc.	Ionic Brands Corp.	20.3	26.7	(10.1)	0.8×	n/a
					Minimum	0.6×	5.8×
					Average	2.3×	6.7×
					Median	1.6×	6.6×
					Maximum	6.7×	7.7×

In assessing the reasonableness of the above, we considered the following:

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ENTOURAGE HEALTH CORP.
Fairness Opinion
December 27, 2024
Page 32

There are a limited number of directly comparable transactions, when one considers differentiating factors such as size and market niche.
No transaction considered in the analysis is identical to Entourage.
An analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics of Entourage, the Proposed Transaction and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.
The Company is operating in losses as of the date of the Opinion and will require cash to operate going forward.

Given the above-noted factors and our analysis of the observed multiples of selected precedent transactions, Evans & Evans considered this approach with the trading price in assessing the value of the Common Shares in the Proposed Transaction. In applying the M&A method to evaluate the enterprise value of Entourage, Evans & Evans have considered the multiples that are positioned at the lower end of the range of the comparable companies. This approach reflects the prevailing market conditions, where cannabis companies in Canada have faced significant challenges. Price compression resulting from market saturation and intense competition, coupled with escalating regulatory compliance costs, has substantially eroded the valuation of Canadian cannabis companies.

9.0 Fairness Conclusions

9.01 In considering fairness, from a financial point of view, Evans & Evans considered the Proposed Transaction from the perspective of the Entourage shareholders, excluding the Guarantor, as a group and did not consider the specific circumstances of any particular shareholder, including with regard to income tax considerations.

9.02 Based upon and subject to the foregoing and such other matters as we consider relevant, it is our opinion, as of the date of the Opinion, that the consideration to be paid by the Purchaser is fair, from a financial point of view, to the Entourage shareholders except the Purchaser and the Guarantor. In arriving at this conclusion, Evans & Evans considered the following:

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ENTOURAGE HEALTH CORP.
Fairness Opinion
December 27, 2024
Page 33

There is limited ability for the minority shareholders to monetize their shares. In the 90 trading days preceding the date of the Opinion, on average less than 10.0 million shares traded per day. Less than 3% of the Company’s shares have traded above the Consideration in the 90 trading days preceding the date of the Opinion.

Implied Consideration (C$) $0.005	# of Days Closing Price Exceeded Implied Consideration	Shares Traded at Implied Consideration or Higher	% of Shares Outstanding
10-Days Preceding	10	1,092,664	0.4%
30-Days Preceding	30	4,484,384	1.5%
90-Days Preceding	90	9,768,971	3.2%
180-Days Preceding	180	16,949,284	5.5%

The existence of a large bloc shareholder that holds over 54% of the issued and outstanding Common Shares of the Company reduces the potential of an alternative transaction or exit scenario for the minority shareholders.
While trading volumes are limited, the Consideration represents a significant discount to trading price. Given the limited trading volumes Evans & Evans compared the Consideration to the VWAP of the Company preceding the date of the Opinion. However, in the view of Evans & Evans, as outlined in section 9.03 of the Opinion, market capitalization is not a reliable indicator of the fundamental value of the Company.

Entourage 10 - day VWAP	$0.011
Implied Premium (Discount)	-53.4%
Entourage 20 - day VWAP	$0.012
Implied Premium (Discount)	-56.8%
Entourage 30 - day VWAP	$0.011
Implied Premium (Discount)	-55.8%

In the view of Evans & Evans, the Company’s current operations are not sufficient to support share appreciation. There is currently no forecast to support revenue or EBITDA growth.
The current operations of Entourage are not generating sufficient returns to result in a value over and above the Credit Facilities, i.e., the value of the equity is $nil.
The Company has material debt obligations that come due within the next twelve months and has been in breach of several covenants for an extended period. These obligations have been recorded as short-term liabilities. In addition, the Company has suffered recurring losses from operations and requires additional financing to fund its business and operations. If the Company is unable to raise additional capital and renegotiate the payment terms of the outstanding loans and borrowing, it will be unable to meet its financial obligations.

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ENTOURAGE HEALTH CORP.
Fairness Opinion
December 27, 2024
Page 34

Entourage currently maintains a relatively high level of debt compared to its equity, with key obligations including secured loans. The Company's substantial liabilities have resulted in a significant debt burden, which has placed considerable pressure on cash flow and operational flexibility. While the Company has secured funding through various debt instruments, this leverage carries a degree of risk, particularly if the expected growth and revenue increases do not materialize as anticipated.
In reviewing a liquidation scenario for Entourage, Evans & Evans considered the following.
Insolvency or bankruptcy proceedings can take months, and a company often requires a partner to fund operations during the period in which a reorganization plan can be identified. Given the significant secured debt due to Credit Facilities, it would be a challenge, in the view of Evans & Evans, to find an investor willing to provide such funding.
In reviewing information on insolvency and bankruptcy proceedings, Evans & Evans found that claim holders with higher priority may receive 100% of their claim in full before the next (lower priority) class receives any portion of the reorganization proceeds. Generally, secured creditors, are considered highest priority.
Evans & Evans found in its research that creditors such as the regulatory creditors, may be treated as a priority claim above other unsecured creditors.
In the view of Evans & Evans, in the event of bankruptcy, the debt holders will have the first claim on the Company's assets, as they are secured creditors with legal priority over other stakeholders. This means that the debt holders will be reimbursed from the liquidation proceeds before any funds are allocated to equity holders. Given the high level of outstanding debt and the nature of secured debt in Entourage's capital structure, it is highly probable that the debt holders will fully exhaust the available assets. As a result, equity holders, who are the last in line for any residual value after the settlement of debt obligations, will likely receive nothing from the liquidation process.
Without the new financing, it is unclear how the Company will remain a going concern. However, in the view of Evans & Evans, given the debt position of the Company, there is no value in the equity as of the date of the Opinion.
There is potential value in Entourage, however that would require commitment from the Board and management to spend the time and working capital to search for a transaction and funding is very difficult in the current market conditions.

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Fairness Opinion
December 27, 2024
Page 35

10.0 Qualifications & Certification

10.01 The Opinion preparation was carried out by Michael Evans and thereafter reviewed by Jennifer Lucas.

Mr. Michael A. Evans, MBA, CFA, CBV, ASA, Principal, founded Evans & Evans, Inc. in 1989. For over 35 years, he has been extensively involved in the financial services and management consulting fields in Vancouver, where he was a Vice-President of two firms, The Genesis Group (1986-1989) and Western Venture Development Corporation (1989-1990). Over this period, he has been involved in the preparation of several thousand technical and assessment reports, business plans, business valuations, and feasibility studies for submission to various Canadian stock exchanges and securities commissions as well as for private purposes.

Mr. Michael A. Evans holds: a Bachelor of Business Administration degree from Simon Fraser University, British Columbia (1981); a Master’s degree in Business Administration from the University of Portland, Oregon (1983) where he graduated with honors; the professional designations of Chartered Financial Analyst (CFA), Chartered Business Valuator (CBV) and Accredited Senior Appraiser. Mr. Evans is a member of the CFA Institute, the Canadian Institute of Chartered Business Valuators (“CICBV”) and the American Society of Appraisers (“ASA”).

Ms. Jennifer Lucas, MBA, CBV, ASA, Partner, joined Evans & Evans in 1997. Ms. Lucas possesses several years of relevant experience as an analyst in the public and private sector in British Columbia and Saskatchewan. Her background includes working for the Office of the Superintendent of Financial Institutions of British Columbia as a Financial Analyst. Ms. Lucas has also gained experience in the Personal Security and Telecommunications industries. Since joining Evans & Evans Ms. Lucas has been involved in writing and reviewing several thousand valuation and due diligence reports for public and private transactions.

Ms. Lucas holds: a Bachelor of Commerce degree from the University of Saskatchewan (1993), a Masters in Business Administration degree from the University of British Columbia (1995). Ms. Lucas holds the professional designations of Chartered Business Valuator and Accredited Senior Appraiser. She is a member of the CICBV and the ASA.11.02

10.02 The analyses, opinions, calculations and conclusions were developed, and this Opinion has been prepared in accordance with the standards set forth by the Canadian Institute of Chartered Business Valuators.

10.03 The authors of the Opinion have no present or prospective interest in Entourage or any entity that is the subject of this Opinion, and we have no personal interest with respect to the parties involved.

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Yours very truly,

Evans & Evans

EVANS & EVANS, INC.

EVANS & EVANS, INC.
E-37

F-1

APPENDIX F APPLICATION

See attached.

MODIF

RUL

Court File No./N° du dossier du greffe : CV-25-00734842-00CL

Court File No. CV-25-00734842-00CL

Eligibility signed by Maggie A Sawka

REGISTRAR

SUPERIOR COURT OF JUSTICE

Date: 2025.01.04 12:17:29 -05'00

COUR SUPERIEURE DE JUSTICE

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF an application under section 182 of the Ontario Business Corporations Act, R.S.O. 1990, c. B.16, as amended

AND IN THE MATTER OF an application under rule 14.05(2) and 14.05(3) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, as amended

AND IN THE MATTER OF a proposed arrangement of Entourage Health Corp. involving its securityholders, 1001095275 Ontario Inc, and 2437653 Ontario Inc.

ENTOURAGE HEALTH CORP.

Applicant

AMENDED NOTICE OF APPLICATION

TO THE RESPONDENT(S)

A LEGAL PROCEEDING HAS BEEN COMMENCED by the applicant. The claim made by the applicant appears on the following page.

THIS APPLICATION will come on for hearing

☐ In person
☐ By telephone conference
☑ By video conference

before a judge presiding over the Commercial List at a Zoom videoconference link to be circulated in advance of the hearing on March 26, 2025 March 12th, 2025, or such later date as the Court may direct, at 10:00am, or as soon after that time as the application may be heard.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the applicant’s lawyer or, where the applicant does not have a lawyer,

Electronically filed / Déposé par voie électronique : 29-Jan-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00734842-00CL

serve it on the applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the applicant’s lawyer or, where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date ____ Issued by ____
Local Registrar

Address of court office: Superior Court of Justice
330 University Avenue, 7th Floor
Toronto, Ontario
M5G 1R7

TO: All holders of common shares of Entourage Health Corp. as at the Record Date

AND TO: All holders of deferred share units of Entourage Health Corp. as at the Record Date

AND TO: All holders of options of Entourage Health Corp. as at the Record Date

AND TO: All directors of Entourage Health Corp.

AND TO: The auditor of Entourage Health Corp.

AND TO: GOODMANS LLP
Bay Adelaide Centre - West Tower
333 Bay Street, Suite 3400
Toronto, ON M5H 2S7

Tom Friedland
[email protected] / 416.597.4218

Lawyers for 1001095275 Ontario Inc. and 2437653 Ontario Inc.

F-3

Electronically filed / Déposé par voie électronique : 29-Jan-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00734842-00CL

APPLICATION

The Applicant, Entourage Health Corp. (“Entourage”), shall make an application for:

(a) a final order pursuant to section 182 of the Ontario Business Corporations Act, R.S.O. 1990, c. B.16, as amended (the “OBCA”), approving a Plan of Arrangement of Entourage (the “Arrangement”), which will result in, among other things, the transfer of all of the issued and outstanding common shares of Entourage (the "Common Shares") to 1001095275 Ontario Inc. (“Purchaser”);

(b) an interim order (the “Interim Order”) for advice and directions pursuant to subsection 182(5) of the OBCA with respect to the Arrangement and this Application, including to authorize Entourage to convene a special meeting of holders of Common Shares to consider and vote on a special resolution to approve the Arrangement;

(c) an order abridging the time for the service and filing of the Notice of Application and Application Record, and validating such service or dispensing with service, if necessary;

(d) such further orders or directions as are required for the administration of the Arrangement; and

(e) such further and other relief as to this Honourable Court may seem just.

The grounds for the application are:

Electronically filed / Déposé par voie électronique : 29-Jan-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00734842-00CL

(a) Entourage is incorporated under the OBCA; and is a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan (the “Reporting Jurisdictions”). The Common Shares are listed for trading on the TSX Venture Exchange;

(b) The Purchaser is incorporated under the OBCA. The Purchaser was formed for the purpose of effecting the transactions contemplated by the Arrangement Agreement, as defined herein;

(c) Entourage entered into an arrangement agreement with the Purchaser and 2437653 Ontario Inc. (the “Guarantor”) dated December 30, 2024 (the “Arrangement Agreement”) pursuant to which, subject to the terms and conditions set out therein, the parties agreed to undertake the Arrangement. The Guarantor currently holds 19.6% of the common shares;

(d) The purpose of the Arrangement is to, among other things, effect the acquisition of Entourage by the Purchaser, pursuant to a going private transaction, in accordance with the terms of the Arrangement Agreement, and the plan of arrangement attached as Schedule "A" thereto.

(e) Pursuant to the Arrangement, among other things:

(i) The Purchaser will acquire all of the issued and outstanding Common Shares of Entourage, other than Common Shares held by Purchaser, for all-cash consideration of C$0.005 per Common Share;

F-5

Electronically filed / Déposé par voie électronique : 29-Jan-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00734842-00CL

(ii) Outstanding deferred share units shall be transferred to Entourage, in exchange for all-cash consideration of C$0.005 per unit, and each unit shall be immediately canceled;

(iii) on completion of the Arrangement, the business of Entourage will be carried on as a private company; and

(f) Entourage will thereafter be de-listed from the TSX Venture Exchange and will apply to cease to be a reporting issuer in the Reporting Jurisdictions;

(g) The Arrangement is an “arrangement” within the meaning of subsection 182(1) of the OBCA;

(h) All statutory requirements under the OBCA, either have been fulfilled or will be fulfilled by the return date of this Application seeking final approval of the Arrangement;

(i) The relief sought in the Interim Order is within the scope of section 182(5) of the OBCA and will enable the Court to consider the Arrangement on the return of this Application;

(j) The directions set out and the approvals required pursuant to any Interim Order this Court may grant will be followed and obtained by the return date of this Application;

Electronically filed / Déposé par voie électronique : 29-Jan-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00734842-00CL

(k) The Arrangement is in the best interests of Entourage and its shareholders and other affected stakeholders, is fair and reasonable, is put forward in good faith and for a bona fide business purpose;

(l) The OBCA, including section 182 thereof;

(m) National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

(n) the Rules of Civil Procedure, including Rules 1.04, 1.05, 2.03, 3.02, 14.05(2), 14.05(3), 16.04(1), 16.08, 17.02, 37, 38 and 39 thereof; and

(o) such further and other grounds as the lawyers may advise and this Honourable Court may permit.

The following documentary evidence will be used at the hearing of the application:

(a) the Affidavit of George Scorsis, to be sworn, and exhibits thereto, outlining the basis for the Interim Order for advice and directions;

(b) further affidavit(s), with the exhibits thereto, outlining the basis for the Final Order, and reporting as to compliance with any Interim Order and the result of any meeting conducted pursuant to the Interim Order; and

Electronically filed / Déposé par voie électronique : 29-Jan-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00734842-00CL

January 29, 13, 2025

MINTZ LLP
200 Bay St, South Tower, Suite 2800
Toronto, Ontario M5J 2J3

Emily Y. Fan (LSO# 59788H)
Email: [email protected]
Tel: 647.499.0614

Lawyers for the Applicant,
Entourage Health Corp.

F-8

Electronically filed / Déposé par voie électronique : 29-Jan-2025
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-25-00734842-00CL

IN THE MATTER OF an application under section 182 of the Ontario Business Corporations Act, R.S.O. 1990, c. B.16, as amended;
AND IN THE MATTER OF an application under rules 14.05(2) and 14.05(3) of the Rules of Civil Procedure
AND IN THE MATTER OF a proposed arrangement of Entourage Health Corp. involving its securityholders, and
1001095275 Ontario Inc., and 2437653 Ontario Inc.

Court File No. CV-25-00734842

| ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST) | |
| --- | --- |
| PROCEEDING COMMENCED AT
TORONTO | |
| AMENDED NOTICE OF APPLICATION | |
| MINTZ LLP
200 Bay St, South Tower, Suite 2800
Toronto, Ontario M5J 2J3 | |
| Emily Y. Fan (LSO# 59788H)
Email: [email protected]
Tel: 647.499.0614 | |
| Lawyers for the Applicant,
Entourage Health Corp. | |

525810779v.1

AI assistant

Entourage Health Corp. — Proxy Solicitation & Information Statement 2025

47236_rns_2025-02-18_a565dff3-394c-41ce-81fc-489a15a060f3.pdf

Entourage

HEALTH CORP

The Arrangement

Board Recommendation

Reasons for the Recommendation

Voting Support Agreements

Approval Requirements

VOTE USING THE FOLLOWING METHODS PRIOR TO THE MEETING

Entourage

HEALTH CORP

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice-and-Access

Entourage

HEALTH CORP

MANAGEMENT INFORMATION CIRCULAR

Currency and Exchange Rates

Cautionary Statements

Forward-Looking Information

Notice To Shareholders Not Resident in Canada

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

SUMMARY

INFORMATION CONCERNING THE MEETING AND VOTING

THE ARRANGEMENT

ARRANGEMENT MECHANICS ... 50

ARRANGEMENT AGREEMENT ... 52

INFORMATION CONCERNING THE CORPORATION ... 72

SUMMARY

The Meeting

How to Attend and Participate at the Meeting

Purpose of the Meeting

Summary of the Arrangement

Required Shareholder Approvals

Recommendation of the Special Committee

Recommendation of the Board

Reasons for the Recommendation

Parties to the Arrangement

The Corporation

The Purchaser

Background to the Arrangement

Stock Exchange Delisting and Reporting Issuer Status

Interest of Certain Persons in the Arrangement

Certain Legal Matters

Court Approvals

Securities Law Matters

Regulatory Approvals

Arrangement Agreement

Risks Associated with the Arrangement

Dissent Rights

Certain Canadian Federal Income Tax Considerations

Other Tax Considerations

Depositary

INFORMATION CONCERNING THE MEETING AND VOTING

Purposes of the Meeting

Solicitation of Proxies

Record Date

Date, Time and Place of Meeting

Voting by Proxy Before the Meeting

What is a Proxy?

Appointment of Proxies

How to Attend and Participate at the Meeting

Registered Shareholders

Non-Registered Shareholders

How to Revoke a Proxy

Notice-and-Access

Voting Shares and Principal Holders Thereof

Dissent Rights

THE ARRANGEMENT

Overview

Background to the Arrangement

Recommendation of the Special Committee

Recommendation of the Board

Reasons for the Recommendation

Fairness Opinion

Background

Credentials of Evans & Evans

Independence of Evans & Evans and Relationships with Interested Parties

Entourage Health Corp. Proxy Solicitation & Information Statement 2025