GABY Inc. — AGM Information 2023

May 18, 2023

GABY INC.

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

MAY 15, 2023

As a result of the emergence of COVID-19, and in light of limits on larger gatherings and our concern for the health and safety of our employees and shareholders, our annual general meeting of shareholders will be held as a Zoom meeting. A Zoom meeting format is being adopted to enfranchise and give all shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or other particular constraints, circumstances or risks they may be facing as a result of COVID-19. Shareholders will not be able to physically attend the meeting in person. Important details about the meeting and how shareholders can participate via teleconference are set out in this Management Information Circular and the accompanying proxy materials.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF GABY INC.

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders of common shares ("Common Shares") of GABY Inc. (the "Corporation" or "GABY") will be held on Thursday, June 15, 2023 at 11:00 a.m. (Calgary time) via Zoom. Shareholders can access the Meeting from https://us02web.zoom.us/j/84021952150?pwd=akJubGI2RFRMUFlvOUNpN3VNakN4QT09 (Zoom meeting ID 840 2195 2150) and entering the following password: 741946. The Meeting is being held for the following purposes:

• 1. to receive the consolidated annual financial statements of the Corporation, together with the auditor's report thereon, for the year ended December 31, 2022;
• 1. all shareholders will be asked to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the Board of Directors;
• 1. all shareholders will be asked to elect 7 directors of the Corporation to hold office until the next annual meeting of shareholders; and
• 1. to transact such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

This notice is accompanied by a management information circular and form of proxy. The annual financial statements of the Corporation for the year ended December 31, 2022 together with the report of the auditors thereon, and the management discussion and analysis for the year ended December 31, 2022 can be found at www.sedar.com, and the website of the Canadian Securities Exchange at www.thecse.com.

The board of directors of the Corporation has by resolution fixed the close of business on May 11, 2023 as the record date, being the date for the determination of the registered holders of the Corporation's Common Shares entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. All Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described below, as in-person voting at the time of the Meeting will not be possible.

Registered and Non-Registered (Beneficial) Shareholders. If you are a registered shareholder, you have a choice of voting by proxy on the internet, or by mail or by fax using your proxy form to appoint another person to act for you. If you are a non-registered (beneficial) shareholder, you must vote using your voting instruction form, which typically allows you to vote by proxy on the internet, by telephone, by mail or by fax. If you vote by proxy on the internet, by mail or by fax in advance of the Meeting, your vote will be counted. Please refer to your proxy form or voting instruction form, as applicable, and to the Voting and Proxies Questions & Answers section in the accompanying management information circular for assistance in determining whether you are a registered or non-registered (beneficial) shareholder and for more information on the voting methods available to you. Completed proxy forms must be received by the transfer agent and registrar of the Corporation, Odyssey Trust Company, Stock Exchange Tower, 1230 – 300, 5th Avenue S.W., Calgary, Alberta, T2P 3C4, no later than 11:00 a.m. Calgary time on June 13, 2023 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting. Completed voting instruction forms must be returned in accordance with the instructions on the form.

Your vote is important. Please read the enclosed materials carefully. If you have questions about any of the information or require assistance in completing your proxy form or voting instruction form, as the case may be, please contact Odyssey Trust Company at (587) 885-0960.

Only registered shareholders and proxyholders are entitled to participate in the business of the Meeting. Persons who are not registered shareholders or proxyholders who wish to attend the Meeting as a registered guest should request permission to attend in advance of the Meeting via email to ir@gabyinc.com, or by telephone at (403) 771-4918. Persons not entitled or required to be present at the Meeting, including registered guests, may be admitted only with the consent of the Chair of the Meeting or with consent of the Meeting.

By order of the Board of Directors of GABY Inc.

"Leanne E. Likness Swanson"

Leanne E. Likness Swanson, Corporate Secretary

May 15, 2023

INVITATION LETTER

Dear Fellow Shareholders:

On behalf of GABY Inc.'s board of directors, management and employees, we invite you to attend our 2023 annual meeting of shareholders (the "Meeting"). The Meeting will be held on Thursday, June 15, 2023 at 11:00 a.m. (Calgary time) via Zoom. Shareholders can access the Meeting from https://us02web.zoom.us/j/84021952150?pwd=akJubGI2RFRMUFlvOUNpN3VNakN4QT09 (Zoom meeting ID 840 2195 2150) and entering the following password: 741946. The items of business to be considered and acted on at the Meeting are described in the accompanying Notice of Annual Meeting of Shareholders of GABY Inc. and management information circular.

Following the formal portion of the Meeting, management will present both a financial and operational overview and open the floor to questions from shareholders. If you cannot attend the Meeting, the presentation will be posted on our website after the meeting.

Your vote is important to us. All Shareholders are strongly encouraged to vote prior to the Meeting by proxy on the internet, by telephone, by mail or by fax, as in-person voting at the time of the Meeting will not be possible. We have included a Voting and Proxies Questions & Answers section in the accompanying management information circular, or you can contact likness@telus.net or (403) 771-4918 for assistance voting or if you have questions relating to the enclosed materials.

We encourage you to visit our website throughout the year for updated information and to find out more about our business.

Yours truly,

"Margot Micallef"

Margot Micallef Founder, Chair and Chief Executive Officer

VOTING AND PROXIES QUESTIONS & ANSWERS

This management information circular (the "Circular") dated May 15, 2023 is delivered in connection with the solicitation by or on behalf of management ("Management") of GABY Inc. ("GABY", the "Corporation", "we", "us" or "our") of proxies for use at the annual meeting of shareholders (the "Meeting") to be held on Thursday, June 15, 2023 at 11:00 a.m. Calgary time via Zoom for the purposes indicated in the accompanying Notice of Annual & Special Meeting of Shareholders of GABY Inc. The solicitation will be primarily by mail, but proxies may also be solicited personally by directors, employees or agents of GABY.

Your vote is very important to us. All Shareholders are strongly encouraged to vote prior to the Meeting by proxy on the internet, by telephone, by mail or by fax, as in-person voting at the time of the Meeting will not be possible. If you have any questions about any of the information in this Circular or require assistance in completing your proxy form or your voting instruction form, please contact our Corporate Secretary at likness@telus.net or by telephone at (403) 771-4918.

Completed proxy forms must be received by our transfer agent and registrar, Odyssey Trust Company, no later than 11:00 a.m. (Calgary time) on June 13, 2023 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting. Completed voting instructions must be returned in accordance with the instructions on the proxy form. Unless otherwise stated, the information contained in this Circular is given as at the close of business on May 11, 2023 and dollar amounts are expressed in Canadian dollars, unless otherwise referenced.

As at May 11, 2023, to the knowledge of the directors and executive officers of GABY, no person or company beneficially owns, or controls or directs, directly or indirectly, common shares in the capital of the Corporation ("Common Shares") carrying 10 percent (10%) or more of the voting rights attached to the Common Shares other than Margot Micallef, Chair of the board of directors and Chief Executive Officer of the Corporation who owns 77,738,627 Common Shares representing approximately 10.5% of the issued and outstanding Common Shares.

Am I entitled to vote?

You are entitled to vote if you were a holder of Common Shares as of the close of business on May 11, 2023, the record date for the Meeting. Each holder is entitled to one vote for each Common Share held on such date. Each of the matters to be voted on that are described herein require a simple majority (50 percent plus one) of the votes cast or represented by proxy at the Meeting. As of May 11, 2023, there were 733,947,041 issued and outstanding Common Shares.

What matters are to be voted on?

The appointment of auditors and the election of directors.

What if there are amendments?

As of the date of this Circular, Management is not aware of any amendment, variation or other matter that will come before the Meeting. If you attend the Meeting and are eligible to vote, you can vote on any amendment, variation or other matters that properly come before the Meeting in accordance with your wishes. If you are voting by proxy, the persons named in the proxy form will have discretionary authority to vote on any such amendment, variation or other matter.

How can I vote?

The easiest way to vote is by proxy on the internet, by mail or by fax. Only registered shareholders and duly appointed proxyholders can vote at the Meeting. Procedures for each voting method depend on whether you are a registered shareholder of the Corporation (a "Registered Shareholder") or a non-registered (beneficial) shareholder of the Corporation (a "Non-Registered (Beneficial) Shareholder").

How do I know if I am a Registered or Non-Registered (Beneficial) Shareholder?

• Registered Shareholder: You are a Registered Shareholder if your Common Shares are registered in your name and you have a share certificate or a direct registration statement advice evidencing ownership.
• Non-Registered (Beneficial) Shareholder: You are a Non-Registered (Beneficial) Shareholder if your broker, investment dealer, bank, trust company, trustee, nominee or other intermediary (each, an "Intermediary") holds your Common Shares.

If you are not sure if you are a Registered Shareholder or Non-Registered (Beneficial) Shareholder, please contact Odyssey Trust Company at (587) 885-0960.

What is the deadline for receiving my proxy form or voting instruction form?

• Registered Shareholders: If you are voting your Common Shares by proxy form, Odyssey Trust Company must receive your completed proxy form no later than 11:00 a.m. (Calgary time) on June 13, 2023 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting.
• Non-Registered (Beneficial) Shareholders: Your completed voting instruction form must be returned on or before the deadline specified on the form.
• The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at her discretion, without notice.

How do I vote if I am a Registered Shareholder?

A Registered Shareholder may vote in one of the following ways:

• Internet: Go to the website indicated on the proxy form and follow the instructions. You will need your control number which is noted on your proxy form.
• Mail: Complete, sign and date your proxy form and return it to Odyssey Trust Company in the envelope provided.
• Email: proxy@odysseytrust.com.
• Fax: Complete, sign and date your proxy form and send it by fax to Odyssey Trust Company at (800) 517-4553.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting and ask questions, all in real time, provided they are dialed-in at all times and comply with all of the requirements set out in the Circular. Non-registered, or beneficial, Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests. It is recommended that Shareholders connect at least fifteen (15) minutes before the Meeting starts in order to allow ample time to check into the Meeting and complete the related procedures.

How do I vote if I am a Non-Registered (Beneficial) Shareholder?

• You will receive a voting instruction form from your Intermediary asking for your voting instructions before the Meeting. Follow these instructions carefully to ensure your Common Shares are voted in accordance with your instructions. Please contact your Intermediary if you did not receive a voting instruction form.
• Vote by proxy: In most cases, a voting instruction form allows you to vote by proxy by providing your voting instructions on the internet, by telephone, by mail or by fax. If you have the option of providing your voting instructions on the internet or by telephone, go to the website or call the number indicated on your voting instruction form and follow the instructions. You will need your control number which is noted on your voting instruction form.
• You will be able to attend the Meeting and ask questions, all in real time, provided that you are dialed-in at all times and comply with all of the requirements set out in the Circular. Non-registered, or beneficial, Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests. It is recommended that Shareholders dial in at least fifteen (15) minutes before the Meeting starts in order to allow ample time to check into the Meeting and complete the related procedures.

How does voting by proxy work?

When you sign or electronically submit, as applicable, the proxy form, you authorize appointees, Margot Micallef, Chair of our board of directors and Chief Executive Officer, or failing her, Jackie Altwasser a member of our board of directors, to vote your Common Shares for you at the Meeting according to your instructions. See "How will my Common Shares be voted if I vote by proxy" below for further details. You have the right to appoint a person other than the directors designated in the enclosed proxy form as proxyholder, by following the steps below:

• If you are submitting your proxy on the internet, follow the instructions on the website on how to appoint someone else as your proxyholder. If you vote by telephone, you cannot appoint anyone other than the directors named on your proxy form as your proxyholder. If you are submitting your proxy by mail or fax, write the name of the person you are appointing as proxyholder in the space provided.
• Make sure the person you appoint is aware that he or she has been appointed as a proxyholder and is planning to attend the Meeting for your vote to count.
• If you are an individual shareholder, you or your authorized attorney must sign or electronically submit, as applicable, the proxy form. If the shareholder is a corporation or other legal entity, an authorized officer or attorney must sign or electronically submit, as applicable, the proxy form. If you need help completing your proxy form, please contact our Corporate Secretary, Leanne Likness Swanson, at likness@telus.net.

How will my Common Shares be voted if I vote by proxy?

You can choose to vote "For" or "Withhold" your vote from the election of each of the persons nominated for election as directors and the appointment of Davidson & Company LLP as auditors.

Your Common Shares will be voted in accordance with your instructions. However, if you return your proxy form but do not indicate how you want to vote your Common Shares, and do not appoint a person other than the directors on the proxy form, your vote will be cast FOR the election of each person nominated for election as director and FOR the appointment of Davidson & Company LLP as auditors. If you appoint a person other than the directors as proxyholder and you do not specify how you want your Common Shares voted, your proxyholder will vote your Common Shares as he or she sees fit for each item.

Can I change or revoke my vote?

Registered Shareholders can change a previously made proxy vote:

• by completing a proxy form that is dated later than a previously submitted proxy, provided the new proxy form is received by Odyssey Trust Company no later than 11:00 a.m. (Calgary time) on June 13, 2023 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting; or
• by voting again on the internet or by telephone no later than 11:00 a.m. (Calgary time) on June 13, 2023 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting.

Registered Shareholders can revoke a previously made proxy vote:

• by sending a notice of revocation in writing to the attention of our Corporate Secretary at 579 3rd St SE #307, Medicine Hat, AB T1A 0H2, so that it is received by 11:00 a.m. (Calgary time) on June 13, 2023 or, in the case of any adjournment or postponement of the Meeting, on the business day immediately preceding the adjourned or postponed meeting;
• by giving a notice of revocation in writing to the Chair of the Meeting on the day of, but prior to the commencement of the Meeting or any adjournment or postponement of the Meeting via e-mail at likness@telus.net; or
• in any other manner permitted by law.

Non-Registered (Beneficial) Shareholders can change or revoke a vote by notifying their Intermediary in accordance with their Intermediary's instructions.

BUSINESS OF THE MEETING

1) FINANCIAL STATEMENTS

The consolidated annual financial statements of GABY for the year ended December 31, 2022 and the auditor's report thereon are included on www.sedar.com, and the website of the Canadian Securities Exchange at www.thecse.com.

2) APPOINTMENT OF AUDITORS

The board of directors of the Corporation (the "Board" or the "Board of Directors") unanimously recommends that Davidson & Company LLP, Chartered Professional Accountants, Vancouver, British Columbia, be appointed auditors of GABY to hold office until the close of the next annual meeting of shareholders. Davidson & Company LLP was first appointed as our auditors on January 4, 2019. The following table provides information about the fees billed to GABY for professional services rendered by Davidson & Company LLP in the years ended December 31, 2021 and December 31, 2022:

	Calendar Year EndedDecember 31, 2021	Calendar Year EndedDecember 31, 2022
Audit Fees	$293,538	$265,703
Audit Related Fees	N/A	N/A
Tax Fees	N/A	N/A
All Other Fees	N/A	N/A
Total	$293,538	$265,703

Audit fees consist of the aggregate fees billed for the audit of the Corporation's annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

Unless instructed otherwise, the persons designated in the accompanying proxy form intend to vote FOR the appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Corporation.

3) ELECTION OF DIRECTORS

GABY's articles provide that there must be at least three (3) and no greater than nine (9) directors. The Corporation currently has seven (7) directors. In accordance with our by-laws, the Board has determined that seven (7) directors will be elected at the Meeting. Shareholders will be asked at the Meeting to elect as directors each of the nominees listed below.

• 1. Margot Micallef
• 1. Jackie Altwasser
• 1. Robert Travis
• 1. Matthew Bartlett
• 1. Javier Estades
• 1. Glenn Solomon
• 1. Ebon Johnson

Each director will be elected to hold office until the close of the next annual meeting of the holders of the Common Shares ("Shareholders") or until such office is earlier vacated. Unless instructed otherwise, the persons designated in the accompanying proxy form intend to vote FOR the election of each nominee named below under "Information on the Board and Director Nominees – Director Nominees".

Management knows of no matters to come before the Meeting other than the matters referred to in the enclosed Notice of Annual Meeting of Shareholders to which this Circular is attached. If any matters which are not known at the time of the Circular should properly come before the Meeting, proxies will be voted on such matters in accordance with the best judgment of the person holding such proxy.

INFORMATION ON DIRECTOR NOMINEES

DIRECTOR NOMINEES

Margot Micallef, Founder, Chair and Chief Executive Officer Director since: December 2003 Non-Independent Calgary, Alberta, Canada

Skills and Experience: Strategic Insight / Leading Growth; International; CEO / Senior Officer; Cannabis; Board; Financial Acumen; Sustainable Business Practices; Regulatory / Public Policy / Corporate Relations; Retail / Marketing; Supply Chain / Manufacturing

Margot M. Micallef, Q.C. has been the Chair and Chief Executive Officer of the Corporation since July 2016. Directly and indirectly, Ms. Micallef has invested in or operated a number of diverse businesses including broadcasting, publishing, food manufacturing, food service and real estate and has managed the franchise development rights for a number of well-known quick service restaurant brands. Ms. Micallef has an established track record of delivering industry leading returns to investors. Ms. Micallef is also a Promoter of the Corporation and owns 77,378,627 or 10.5% of the issued and outstanding Common Shares as at May 11, 2023.

Margot has also served as an Adjunct Professor in governance and ethics for the MBA Program at the University of Alberta and served on the Faculty of the Directors College, a joint venture between McMaster University and the Conference Board of Canada. Prior to founding GABY, Ms. Micallef was the founder and president of Oliver Capital Partners Inc., a Senior Vice-President of Shaw Communications Inc.; a Partner with Russell and DuMoulin (now Fasken Martineau DuMoulin); and was a co-instructor for the Faculty of Law at the University of British Columbia. Ms. Micallef has served on a number of public and private company boards including Vista Radio Ltd., ENMAX Corporation (where she also served as Chair of the Corporate Governance Committee), Solium Capital Inc., Tecterra Inc., Canwest Global Communications Inc., and TheraCann International Benchmarking Inc. She has been recognized for her business and entrepreneurial leadership and success by a number of leading organizations including WXN, Women in Communications & Technology, Ernst & Young, RBC and the Calgary Chamber of Commerce.

Share Ownership:	Board and Board Committee Memberships 2021	% Meeting Attendance 2021
Common Shares:	Board Meetings – 5/5	100%
77,378,627	Governance and Nominating Committee – 2/2
Stock Options: 3,450,000		% Meeting Attendance 2022
RSUs: 8,610,000	Board and Board Committee Memberships 2022	100%
	Board Meetings – 3/3
	Governance and Nominating Committee – 3/3

Other Public Company Board and Committee Memberships: N/A

Jackie Altwasser is a Chartered Professional Accountant and an independent consultant, providing financial and accounting advisory services to public and private companies. From 1993 – 2005, Ms. Altwasser was with Shaw Communications Inc. in progressive financial roles, with the most recent being VP Finance (2001) where she gained extensive experience in finance, tax, acquisitions, divestitures, and reporting for a public company. Prior thereto, she was with Ernst & Young in Edmonton, Alberta and Montreal, Quebec. Ms. Altwasser obtained a Diploma in Public Accountancy from McGill University in 1990 and a Bachelor of Commerce degree from the University of Calgary in 1988. Ms. Altwasser served as former Chair of the Board of Canada Pizza Delivery Corp., which through its subsidiary holds the master franchise of Dominos Pizza for Canada. Jackie is also the President and owner of Foothills Educational Materials, a Canadian distributor of specialized educational materials.

Share Ownership:	Board and Board Committee Memberships 2021	% Meeting Attendance 2021
Common Shares:	Board Meetings – 5/5	100%
6,890,088	Audit Committee – 4/4
Stock Options: 150,000		% Meeting Attendance 2022
RSUs: 6,793,333	Board and Board Committee Memberships 2022	100%
	Board Meetings – 3/3
	Audit Committee – 3/3
	Other Public Company Board and Committee Memberships:

N/A

Robert Travis, Human Resources and Compensation Committee Chair Director since: November 2018 Independent Calgary, Alberta, Canada

Skills and Experience: Strategic Insight / Leading Growth; International; CEO / Senior Officer; Compensation; Board; Retail / Marketing; Supply Chain / Manufacturing

Mr. Travis currently serves as a Managing Partner with Boyden Global Executive Search ("Boyden"), specializing in executive leadership placements with a focus on industrial, consumer, technology and cannabis practice groups. Robert has more than 26 years of industry experience focused across various industries that include manufacturing, fabrication, consumer, energy, energy services, technology and cannabis. He successfully led Boyden's international expansion by becoming the Founding Partner of the Calgary office in 1996, and subsequently, the Founding Partner of the Atlanta office in 2008. Robert's success has garnered him an impressive portfolio of client accounts, including several Fortune 100 and 500 companies. With both Canadian and United States citizenship along with extensive experience, Robert is ideally suited to provide valuable oversight to GABY as the Corporation develops a comprehensive, cross border team capable of executing GABY's vision of being a leading, trusted cannabis company. Further, Boyden has already significantly impacted the cannabis industry through recruitment of positions including CEO, CFO, President, Chairman, and Vice President for an array of companies such as Canopy Growth (TSX:WEED), Tilray (NASDAQ:TLRY), Harvest One Cannabis (TSXV:HVY) and The Green Organic Dutchman (TSX:TGOD).

Share Ownership:	Board and Board Committee Memberships 2021	% Meeting Attendance 2021
Common Shares:	Board Meetings – 5/5	100%
2,020,000	Governance and Nominating Committee – 2/2
Stock Options: 175,000	Human Resources and Compensation Committee –	% Meeting Attendance 2022
RSUs: 6,193,333	2/2	100%
	Board and Board Committee Memberships 2022
	Board Meetings – 3/3
	Governance and Nominating Committee – 3/3
	Human Resources and Compensation Committee –
	0/0
	Other Public Company Board and Committee Memberships:
N/A

Matthew Bartlett, Audit Committee Chair Director since: November 2019

Independent Sonoma County, CA, USA

Skills and Experience: Strategic Insight / Leading Growth; Cannabis; Compensation; Board; Financial Acumen; Sustainable Business Practices; Regulatory / Public Policy / Corporate Relations; Retail / Marketing; Supply Chain / Manufacturing

Matthew Bartlett is currently an Operating Partner at Merida Capital Partners, a leading US cannabis private equity firm based in New York, NY. At Merida, he works with portfolio investment companies on operations and growth strategy implementation and new investment due diligence.

Mr. Bartlett has specialized in commercial and capital markets, agriculture finance, beverage M&A and global wine & spirits operations for the past 15 years. Prior to joining Merida, he was a founding team member of Garden Society, a boutique Sonoma County, CA based cannabis company distributed throughout California and featured in Forbes, LA Times, NPR, Metro and ESPN. Matthew brings extensive knowledge in brand and operations management in early-stage CPG as well as managing global logistics and supply chain for Costco's Kirkland Wine & Spirits and several multi-nationally distributed Napa, Sonoma and California premium & luxury wine brands.

Prior to his roles in operations, Matthew established the Wine Division for Bank of Marin (NASDAQ: BMRC), was Vice President at American AgCredit, a part of the National Farm Credit System, and was a VP and Regional Manager in Capital Markets Finance at HSBC. He is a graduate of Cal Poly San Luis Obispo and Sonoma State University.

Share Ownership:	Board and Board Committee Memberships	% Meeting Attendance 2021
Common Shares: 1,413,333	2021	100%
Stock Options: 150,000	Board Meetings – 5/5
RSUs: 5,860,000	Audit Committee – 4/4	% Meeting Attendance 2022
		100%
	Board and Board Committee Memberships
	2021
	Board Meetings – 3/3
	Audit Committee – 3/3
Other Public Company Board and Committee Memberships:
N/A

Javier Estades Saez Johansson joins the GABY Inc. team with an outstanding track record in business and leadership, most recently as President and CEO of Tabacalera USA Inc., leading and engaging a high-performing team responsible for esteemed U.S. cigar brands such as Romeo & Julieta and Montecristo.

Javier's exceptional leadership first in Spain and now in the U.S. has helped establish Tabacalera USA and its brands become true leaders in the U.S. premium cigar market. As a board member of GABY Inc., Javier is instrumental in the development of GABY Inc's. retail strategy, leveraging his expertise in brand management and business strategy and implementation.

Share Ownership:	Board and Board Committee Memberships 2021	% Meeting Attendance 2021
Common Shares: 1,122,807		100%
Stock Options: Nil	Board Meetings – 4/4
RSUs: 4,416,666	Audit Committee – 4/4	% Meeting Attendance 2022
	Governance and Nominating Committee – 2/2	100%
	Board and Board Committee Memberships 2022
	Board Meetings – 3/3
	Audit Committee – 3/3
	Governance and Nominating Committee – 3/3
	Other Public Company Board and Committee Memberships:
N/A

Ebon Johnson Director since: May 2022 Independent San Diego, California, USA

Skills and Experience: Strategic Insight / Leading Growth; CEO / Senior Officer, Cannabis; Financial Acumen; Sustainable Business Practices; Retail / Marketing / Supply Chain / Manufacturing

Ebon Johnson is a born and bred San Diego native who comes from a long line of family members who became successful business owners and were well known in car repair businesses in San Diego in the 1970's. As a result of learning through working in his family's businesses, Ebon has become an innovative San Diego entrepreneur. In 1996, at the age of 23, he

became the sole proprietor for over eight years of his own body shop. He has always been attracted to innovative business brands, from V-Foam, a starlight clothing company he started in 2012, to marketing and selling luxury vehicles to clients. In 2015 when it became legal to open a Cannabis business in San Diego, Ebon also became a major leader in the San Diego community in bringing awareness to others about the medical, recreational, and health benefits of Cannabis to its users. He firmly believes that Cannabis can be a healthy life-changing choice for many, and especially for people with medical concerns.

Ebon currently owns a share in the Mankind Dispensary in Miramar, a business he co-founded as one of the original 15 legal Cannabis dispensaries to be approved in the City of San Diego. Mankind Dispensary boasted revenues of over $25 million annually. By the time it was sold in 2021, Ebon was branching out to the City of La Mesa. There he is currently the successful owner, and General Manager, of Dr. GreenThumb's San Diego, another Cannabis dispensary grossing average daily proceeds of $40K in its first six months of operations.

Ebon's business vision comes from a WWII quote from one of his favorite movies that continues to drive his progress in business ventures, "Sometimes it is the people no one can imagine anything of who do the things no one can imagine." Because of Ebon's business acumen, he is passionate about continuously investing in the Cannabis industry in order to create a footprint for outstanding Cannabis operations in the San Diego area.

Last but not least, Ebon Johnson is ultimately a family man, who has two sons for whom he continues to model what it takes to achieve excellence.

Share Ownership:	Board and Board Committee Memberships	% Meeting Attendance 2022
Common Shares: 333,333	2022
Stock Options: Nil		100%
RSUs: 3,791,666	Board Meetings – 3/3
	Human Resources and Compensation Committee
	– 0/0
Other Public Company Board and Committee Memberships:
N/A

Mr. Solomon is a Calgary lawyer and businessperson. He has a BA (University of Calgary), a law degree (University of Alberta) and two Masters of Law Degrees (Osgoode Hall Law School, York University, Toronto), as well as a "Director" designation from the Institute of Corporate Directors (ICD.D). Mr. Solomon is a Fellow of the Chartered Institute of Arbitrators (UK) and a Fellow of Litigation Counsel of America which is limited to one-half of one percent of lawyers.

In 2010, Mr. Solomon was awarded a Queen's Counsel designation by the Lieutenant Governor on behalf of the Queen in Right of Alberta, an honor bestowed on only the highest-ranking lawyers. He has also been honored as a recipient of the Alberta Centennial Medal in recognition of his significant contributions to his fellow citizens, his community and Alberta, and was honored as a recipient of the Queen Elizabeth II Diamond Jubilee Medal in 2012 in recognition of his significant contribution to his countrymen and his community.

Mr. Solomon has had an AV Preeminent peer review rating continuously since 2012, and an AV Preeminent judicial review rating continuously since 2015, in legal ability and ethical standards from LexisNexis Martindale-Hubbell and Lawyers.com – the highest rating given. He has also been consistently recognized as a peer-reviewed leading practitioner by Best Lawyers in Canada in Corporate and Commercial Litigation since 2015, and in Privacy and Data Security since 2021. In 2022, Best Lawyers in Canada recognized Mr. Solomon as the "Lawyer of the Year" in Privacy and Data Security in Calgary. He has been recognized as a "Litigation Star" by Benchmark Litigation since 2012, in the areas of Administrative Law, Arbitration, Commercial Litigation, Energy Litigation and Insurance Litigation. Since 2014, Mr. Solomon has been recognized as a distinguished practitioner in Dispute Resolution by Chambers Global, the internationally renowned legal directory.

Share Ownership:Common Shares: 1,000,000Stock Options: NilRSUs: 6,250,000	Board and Board Committee Memberships2022Board Meetings – 1/1Governance and Nominating Committee – 0/0	% Meeting Attendance 2022100%
Other Public Company Board and Committee Memberships:
N/A

Common Shares refers to the number of Common Shares, excluding fractional Common Shares, beneficially owned, or controlled or directed, directly or indirectly, by the nominee as at May 11, 2023.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

To our knowledge, none of our proposed directors are, as at the date of this Circular, or have been, within 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company that: (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an "Order") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer of the company being the subject of such an Order and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. To our knowledge, none of our proposed directors: (a) is, as at the date of this Circular, or has been within 10 years prior to the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within 10 years prior to the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director. To our knowledge, none of our proposed directors has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalty or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

CORPORATE GOVERNANCE

The Board recognizes that corporate governance is important to positioning long-term shareholder value. The Board is committed to attaining the highest standards of corporate governance for a venture issuer and has designed systems to ensure the interests of GABY shareholders are protected. The Board monitors Canadian developments affecting corporate governance, accountability and transparency of public company disclosure while continually assessing and updating its systems in response to changing practices, expectations and legal requirements.

Our corporate governance practices reflect rules and guidelines adopted by the Canadian Securities Administrators ("CSA"). Our approach to corporate governance meets the practices enunciated under CSA National Policy 58-201 Corporate Governance Guidelines. This approach has been approved by the Board, on the recommendation of the Governance and Nominating Committee, and is based on National Instrument 58-101 Disclosure of Corporate Governance Practices. Also included are statements with respect to Canadian rules relating to audit committees pursuant to National Instrument 52-110 - Audit Committees ("NI 52-110").

DIRECTOR COMPENSATION PHILOSOPHY

PHILOSOPHY

GABY's non-employee director compensation is designed to attract individuals with the qualities, expertise and industry experience necessary to function as effective stewards of the Corporation, to reflect the time commitment and responsibilities assumed when serving on our Board and the committees of the Board (the "Committees"), and to align directors' interests with shareholders.

GOVERNANCE

The Governance and Nominating Committee of the Board is responsible for reviewing and making recommendations to the Board regarding the director compensation program. When reviewing Board compensation, the Governance and Nominating Committee benchmarks director compensation relative to its peers, and provides information on Board compensation governance. Advice, peer data and other information and recommendations received, as well as recommendations and materials provided by Management, are factors considered by the Governance and Nominating Committee in formulating recommendations to the Board in addition to the discretion of the Governance and Nominating Committee and the Board.

OVERVIEW

On an annual basis, the Board of Directors reviews its director compensation practices. It has been determined that given the early stage of development of the company, the demands placed on the board, and the fact that the board is not compensated in cash, that the Board of Directors is granted Restricted Share Units ("RSUs"). The RSU Plan replaced the Stock Option Plan in 2020.

Travel fees are also paid, where applicable.

The director compensation program is designed to: (i) attract the highest quality, most experienced and best suited board members; (ii) promote objectivity and independence; (iii) reflect the expected time commitment of directors; and (iv) enhance alignment of director compensation with the interests of Shareholders.

Please refer to the "Compensation Discussion and Analysis" section of this Circular for further details.

DIRECTOR COMPENSATION TABLE

The following table summarizes the total compensation provided to our non-employee directors for the years ended December 31, 2020, December 31, 2021 and December 31, 2022.

Name1	Numberof RSUsGrantedin 2020	Number ofRSUsGrantedin2021	Number ofRSUsGranted in2022	Notes
Jackie Altwasser	5,130,000	2,000,000	3,750,000	RSUs were granted to Ms. Altwasserboth in her capacity as a Director, aswell as her capacity as financialconsultant to the organization in 2020and 2021.
Robert Travis	1,080,000	2,000,000	4,500,000	RSUs were granted to Mr. Travis bothin his capacity as a Director, and asChair of the Human Resources andCompensation Committee, as well asconsulting on various internal humanresources related matters.
Matthew Bartlett	1,080,000	1,000,000	4,500,000	RSUs were granted to Mr. Bartlett inhis capacity as a Director, and as Chairof the Audit Committee.
Javier Estades	N/A	1,000,000	3,750,000	RSUs were granted to Mr. Estades inhis capacity as a Director.
Ebon Johnson2	N/A	1,000,000	3,125,000	RSUs were granted to Mr. Johnsoninhis capacity as a Director and aDirector of a subsidiary of GABY in2021.
Glenn Solomon3	N/A	N/A	3,250,000	RSUs were granted to Mr. Solomon inhis capacity as a Director, and as Chairof the Governance and NominatingCommittee.
JamesSchmachtenberger4	N/A	2,000,000	N/A	RSUs were granted to Mr.Schmachtenberger in his capacity as aDirector and a Director of asubsidiaryof GABY in 2021.
Loreto Grimaldi5	N/A	1,000,000	N/A	RSUs were granted to Mr. Grimaldi inhis capacity as a Director in 2021.

Notes:

• 1. For further information, please refer to the "Compensation Discussion & Analysis" section of this Circular. No stock options were granted in 2020, 2021 or 2022.
• 1. Mr. Johnson was appointed as a director on May 3, 2022.
• 1. Mr. Solomon was appointed as a director on July 14, 2022.
• 1. Mr. Schmachtenberger resigned as a director on May 3, 2022.
• 1. Mr. Grimaldi resigned from the Board on July 13, 2022.

COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICER ("NEOs") COMPENSATION

The NEOs whose compensation is disclosed in this Compensation Discussion and Analysis are:

• Margot Micallef, Founder, Chair and Chief Executive Officer
• Simon Lileikis, President
• Paul Stacey, Chief Financial Officer
• Marshall Minor, Former Chief Financial Officer
• John Butters, Former VP and Chief Marketing Officer

COMPOSITION OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

The Human Resources and Compensation Committee of the Board (the "HRC Committee") was formed on March 26, 2019. Our HRC Committee is made up of directors who bring different perspectives, approaches and experience to the governance of our compensation program. They are highly experienced senior executives who have dealt with numerous compensation issues over the course of their careers. They are well equipped to inquire, debate and ultimately make decisions in respect of a wide range of human resources and compensation issues, as well as other matters for which they are responsible, as outlined in the written mandate of the HRC Committee. As such, the HRC Committee provides a strong level of leadership and governance in respect of the design and execution of our compensation program.

COMPENSATION PROCESS

The Corporation's executive compensation program is administered by the HRC Committee who is responsible for reviewing the composition and use of comparator groups to assist in determining the compensation recommendations for the Corporation's senior officers, including the Chair and CEO and other NEOs. The HRC Committee will undertake periodic reviews of compensation design and total compensation opportunities for the senior management team, which will help to ensure the programs are current and that they fairly compare for particular roles, recognizing varying responsibility and scope of executive positions within GABY. It is within the HRC Committee's mandate to engage the services of external compensation advisors to compile market information on senior management compensation relating to base salary, and any short-and long-term incentives.

Beginning in 2019, for each executive position, a range for potential compensation, salary and otherwise, is established annually, using the benchmarking data along with other information on industry trends for positions of similar scope and responsibility. The Chair and CEO will conduct annual performance assessments on members of the senior management team, including each of the NEOs, which will shape the annual salary adjustment recommendations. Based on the performance assessments and the benchmarking data, the Chair and CEO will then recommend total target compensation for each senior leader, including the NEOs (but excluding herself) to the HRC Committee for review and approval. With respect to the Chair and CEO, the HRC Committee will review benchmark data and other information on industry trends for positions of similar scope. Following this process, the HRC Committee will establish total target compensation for the Chair and CEO, to the Board of Directors. As part of the annual compensation review process, the HRC Committee will review emerging best practices and risk considerations.

DIRECTOR COMPENSATION

Directors' compensation is determined by the Governance and Nominating Committee on an ongoing basis.

SIGNIFICANT ELEMENTS OF COMPENSATION

During the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022, the NEOs were compensated primarily through cash salaries, common shares and RSUs.

CASH SALARY

During the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022 the Corporation set cash compensation for management at a level deemed appropriate for the responsibilities associated with each executive position, and the experience of the individuals filling these positions.

PERFORMANCE BONUS

No performance bonuses were provided to any of the NEOs for the financial years ended December 31, 2020 and December 31, 2021, and for 2022, performance bonuses have not been granted as of the date of this Management Information Circular.

EMPLOYMENT, CONSULTING, AND MANAGEMENT AGREEMENTS

In 2020, 2021 and 2022, Management Services Agreements were in place as follows:

• Throughout 2019 and 2020, the Corporation retained the services of its Chief Executive Officer, Margot M. Micallef, for $200,000 per year either directly from Ms. Micallef or through management services agreement with Oliver Capital Partners Inc. ("Oliver"), pursuant to which Oliver agreed to provide the services of its President, Margot Micallef, as Chief Executive Officer of the Corporation.

Effective January 1, 2021, GABY entered into a Consultancy Agreement with Oliver Capital Partners wherein Oliver receives $225,000US per year for the services of Ms. Micallef.

• From July 2018 to December 2020, the Corporation had a Management Services Agreement with 891310 Alberta Ltd., pursuant to which 891310 Alberta Ltd. had agreed to provide the services of its officer, Jackie Altwasser, as Director of and Financial Advisor to the Corporation. The compensation paid for these services was $5,000 per month up to the period ending December 2019. In 2020 and 2021, payments were made in restricted share units. The agreement has since been terminated.

• In 2021, the Corporation entered into an Executive Employment Agreement with Simon Lileikis. The compensation for services provided under the Executive Employment agreement amounts to $225,000US per annum.
• In 2021, the Corporation entered into an Executive Employment Agreement with Paul Stacey. The compensation for services provided under the Executive Employment agreement amounts to $225,000US per annum.

STOCK OPTION PLAN

In 2020, GABY adopted an RSU Plan, and discontinued any grants under the Stock Option Plan. Currently, there are 4,875,000 stock options outstanding, with strike prices ranging from $0.13 to $0.36. Those options will expire in 2023 and 2024. No stock options were granted in 2020, 2021 or 2022.

RESTRICTED SHARE UNIT PLAN ("RSU Plan")

In 2019, the GABY Board of Directors approved the RSU Plan, which was subsequently approved by the shareholders in 2021, with amendments approved by shareholders in 2022. The principal purposes of the RSU Plan are to: (i) attract and retain qualified Eligible Participants that GABY requires; (ii) promote a proprietary interest in GABY by such Eligible Participants and to encourage such Eligible Participants to remain in the employ or service of GABY and put forth maximum efforts for the success of the business of GABY; and (iii) focus Eligible Participants on GABY's operating and financial performance and long-term return.

Restricted Awards (or RSUs) shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages or consulting fees received by an Eligible Participant in respect of his or her services to GABY during the Service Year. The size of the award of RSUs is generally inversely related to the amount of cash compensation paid to the Eligible Participant relative to equivalent positions in the industry generally. The Corporation prefers to pay a lower cash salary and reward employees with more generous RSU grants so as to further align the interests of its employees and its shareholders.

The Board of Directors administers the RSU plan and has the authority to directly make (or to delegate to any committee of the board the power to make), grants of awards under the plan and the terms of those grants, upon recommendations from Management.

RSUs will expire on the third calendar year following the end of the applicable service year. Restricted Awards granted pursuant to the RSU Plan shall, unless otherwise determined by the Board or as specifically set out therein, vest as to one-third (1/3) of the granted Restricted Awards on each of the first and second anniversaries of the Grant Date, and the remaining one-third (1/3) shall vest on the earlier of: (i) the third anniversary of the Grant Date, and (ii) December 31 of the third calendar year following the Service Year in respect of which the Restricted Awards were granted.

Upon vesting, the payout amount will be made in common shares of GABY, at the sole discretion of GABY.

Where GABY elects to pay any amounts pursuant to a Restricted Award by acquiring Common Shares on the Exchange, or by GABY issuing Common Shares from treasury, the number of Common Shares to be delivered is equal to the nominal number of Common Shares underlying the Restricted Award.

If an employee resigns or is terminated with cause, all outstanding RSUS shall be immediately terminated and all rights to receive payments thereunder shall be forfeited by the Grantee.

Upon the termination without cause or disability, the employee shall for each grant of RSUs, have a number of RSUs become vested equal to: (A x B/C) - D, where:

A = the original number of RSUs granted;

B = the number of completed months of employment, consultancy or of having acted as a director since the Grant Date;

C = the number of total months required to achieve the full vesting of such grant of RSUs;

D = the number of RSUs that have become vested and were previously settled in accordance with the Plan.

As of the record date, there were 55,721,667 RSUs outstanding, 8,256,667 of those RSUs owned by GABY employees that are not NEOs or directors. RSUs and stock options outstanding account for 8.25% of the issued and outstanding shares.

SUMMARY COMPENSATION TABLE FOR NEOS AND DIRECTORS

SUMMARY COMPENSATION TABLE
Nameandposition	Year	Salary,consultingfee,retainer orcommission($)1	Bonus($)	Committeeor Boardmeetingfees($)	OptionBasedAwards($)	ShareBasedAwards($)2	Value of allothercompensation($)3	Totalcompensation($)
				Named Executive Officers
Margot Micallef,Chair, Presidentand CEO	2020	200,000	-	-	-	-	-	200,000
	2021	296,187	-	-	-	65,250	-	361,467
	2022	319,997	-	-	-	44,417	-	280,667
Simon Lileikis,President	2021	128,504	-	-	-	79,237	17,551	225,293
	2022	262,431	-	-	-	10,000	40,632	313,063
Marshall Minor,Former ChiefFinancial Officer4	2021	126,937	-	-	-	-	4,809	131,746
John Butters,Former VP, ChiefMarketing Officer5	2021	234,542	-	-	-	22,500	10,140	289,682
Barb Feit, FormerCFO6	2020	55,750	-	-	-	-	-	55,750

	SUMMARY COMPENSATION TABLE
Nameandposition	Year	Salary,consultingfee,retainer orcommission($)1	Bonus($)	Committeeor Boardmeetingfees($)	OptionBasedAwards($)	ShareBasedAwards($)2	Value of allothercompensation($)3	Totalcompensation($)
				Named Executive Officers
Paul Stacey, ChiefFinancial Officer	2022	251,989	-	-	-	-	-	251,989
				Directors (noting that Ms. Micallef is also a Director)
Robert Travis,	2020	-	-	-	-	-	-	-
Director & Chair ofthe Human	2021	-	-	-	-			9,000
Resources andCompensationCommittee	2022	-	-	-	-	9,00025,667	--	26,667
Jackie Altwasser	2020	-	-	-	-	-	-	-
	2021	-	-	-	-	42,750	-	42,750
	2022	-	-	-	-	59,417	-	59,417
Matthew Bartlett	2020	-	-	-	-	-	-	-
	2021	-	-	-	-	9,000	-	9,000
	2022	-	-	-	-	17,333		17,333
JamesSchmachtenberger7	2021	-	-	-	-	25,000	-	25,000
Javier Estades	2021	-	-	-	-	-	-	-
	2022	-	-	-	-	16,667	-	16,667
Loreto Grimaldi8	2021	-	-	-	-	-	-	-
	2022	-	-	-	-	-	-	-
Ebon Johnson9	2022	-	-	-	-	8,333	-	8,333
Glenn Solomon10	2022	-	-	-	-	-	-	-

Notes:

• (1) All compensation noted is compensation which includes consultancy fees, salaries, and the value of any common shares received as part of consultancy and employment agreements. All NEOs were paid in US$ and as of December 31, 2022, 2022 CDN$ fees were calculated using a conversion rate of 1.3544.

• (2) See pages 23 to 27 of this Circular, wherein the compensation securities (RSUs) granted or issued to each director and NEO by GABY in the 2020, 2021 and 2022 financial years is provided.

• (3) No perquisites were granted to any NEO or Director in 2020, 2021, or 2022. Mr. Lileikis' other compensation consists of a housing allowance, and Mr. Butter's and Mr. Marshall's other compensation consisted of medical benefits.

• (4) Mr. Marshall's employment with GABY commenced on July 27, 2022 and his position as Chief Financial Officer terminated on January 25, 2022.

• (5) Mr. Butters employment with GABY terminated on July 5, 2022.

• (6) Ms. Feit's position as Chief Financial Officer of the Corporation terminated on March 24, 2020. All option based rewards have since been cancelled in accordance with GABY's stock option plan. Fees earned were based on both salary prior to the termination of Ms. Feit's employment, as well as consulting fees after the date thereof.

• (7) Mr. Schmachtenberger resigned from the Board, effective May 3, 2022.

• (8) Mr. Grimaldi resigned from the Board, effective July 13, 2022.

• (9) Mr. Johnson was appointed to the Board, effective May 3, 2022.

• (10) Mr. Solomon was appointed to the Board, effective July 14, 2022.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES FOR NEOS AND DIRECTORS

NEO and Director Equity Based Awards

The following table sets out the compensation securities granted or issued to each current director and NEO by GABY in the 2020, 2021 and 2022 financial years for services provided, directly or indirectly, to GABY.

COMPENSATION SECURITIES
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date ofissue orgrant	Issue,conversion,or exerciseprice($)	Closing priceof security orunderlyingsecurity ondate of grant($)	Closingprice ofsecurity orunderlyingsecurity atyear end2021 ($)	Expiry date
	NAMED EXECUTIVE OFFICERS & DIRECTORS
	RSUs	400,000	March 14,2020	N/A	$0.07	$0.025	December31, 2023
MargotMicallef,	RSUs	130,000	March 23,2020	N/A	$.105	$0.025	December31, 2023
Chair andCEO	RSUs	1,000,000	April 14,2020	N/A	$.105	$0.025	December31, 2023
	RSUs	4,000,000	October 8,2020	N/A	$0.04	$0.025	December31, 2023

COMPENSATION SECURITIES
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date ofissue orgrant	Issue,conversion,or exerciseprice($)	Closing priceof security orunderlyingsecurity ondate of grant($)	Closingprice ofsecurity orunderlyingsecurity atyear end2021 ($)	Expiry date
	RSUs	1,000,000	May 5, 2021	N/A	$0.095	$0.025	December31, 2024
	RSUs	1,500,000	September 3,2021	N/A	$0.05	$0.025	December31, 2024
	RSUs	1,000,000	September21, 2021	N/A	$0.04	$0.025	December31, 2024
	RSUs	1,500,000	May 18, 2022	N/A	$0.025	$0.005	December31, 2025
	RSUs	1,250,000	May 18, 2022	N/A	$0.025	$0.005	December31, 2025
	RSUs	750,000	July 13, 2022	N/A	$0.02	$0.005	December31, 2025
	RSUs	2,500,000	December31, 2022	N/A	$0.005	$0.005	December31, 2025
	RSUs	80,000	March 23,2020	N/A	$.105	$0.025	December31, 2023
	RSUs	1,000,000	April 14,2020	N/A	$.105	$0.025	December31, 2023
Robert	RSUs	1,000,000	May 5, 2021	N/A	$0.095	$0.025	December31, 2024
Travis,Director	RSUs	1,000,000	December 9,2021	N/A	$0.025	$0.025	December31, 2024
	RSUs	1,250,000	May 18, 2022	N/A	$0.025	$0.005	December31, 2025
	RSUs	750,000	July 13, 2022	N/A	$0.02	$0.005	December31, 2025
	RSUs	2,500,000	December31, 2022	N/A	$0.005	$0.005	December31, 2025

	COMPENSATION SECURITIES
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date ofissue orgrant	Issue,conversion,or exerciseprice($)	Closing priceof security orunderlyingsecurity ondate of grant($)	Closingprice ofsecurity orunderlyingsecurity atyear end2021 ($)	Expiry date
	RSUs	80,000	March 23,2020	N/A	$.105	$0.025	December31, 2023
	RSUs	1,000,000	April 14,2020	N/A	$.105	$0.025	December31, 2023
Matthew	RSUs	1,000,000	May 5, 2021	N/A	$0.095	$0.025	December31, 2024
Bartlett,Director	RSUs	1,250,000	May 18, 2022	N/A	$0.025	$0.005	December31, 2025
	RSUs	750,000	July 13, 2022	N/A	$0.02	$0.005	December31, 2025
	RSUs	2,500,000	December31, 2022	N/A	$0.005	$0.005	December31, 2025
	RSUs	130,000	March 23,2020	N/A	$.105	$0.025	December31, 2023
	RSUs	1,000,000	April 14,2020	N/A	$.105	$0.025	December31, 2023
	RSUs	4,000,000	October 8,2020	N/A	$0.04	$0.025	December31, 2023
Jackie	RSUs	1,000,000	May 5, 2021	N/A	$0.095	$0.025	December31, 2024
Altwasser,Director	RSUs	1,000,000	December 9,2021	N/A	$0.025	$0.025	December31, 2024
	RSUs	1,041,667	May 18, 2022	N/A	$0.025	$0.005	December31, 2025
	RSUs	625,000	July 13, 2022	N/A	$0.02	$0.005	December31, 2025
	RSUs	2,083,333	December31, 2022	N/A	$0.005	$0.005	December31, 2025

	COMPENSATION SECURITIES
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Issue,Date ofconversion,issue oror exercisegrantprice($)($)		Closing priceof security orunderlyingsecurity ondate of grant	Closingprice ofsecurity orunderlyingsecurity atyear end2021 ($)	Expiry date
	RSUs	1,000,000	May 5, 2021	N/A	$0.095	$0.025	December31, 2024
JavierEstades,Director	RSUs	1,041,667	May 18, 2022	N/A	$0.025	$0.005	December31, 2025
	RSUs	625,000	July 13, 2022	N/A	$0.02	$0.005	December31, 2025
	RSUs	2,083,333	December31, 2022	N/A	$0.005	$0.005	December31, 2025
	RSUs	1,000,000	September21, 2021	N/A	$0.04	$0.025	December31, 2024
Ebon	RSUs	416,667	May 18, 2022	N/A	$0.025	$0.005	December31, 2025
Johnson,Director	RSUs	625,000	July 13, 2022	N/A	$0.02	$0.005	December31, 2025
	RSUs	2,083,333	December31, 2022	N/A	$0.005	$0.005	December31, 2025
Glenn	RSUs	750,000	July 13, 2022	N/A	$0.02	$0.005	December31, 2025
Solomon,Director	RSUs	2,500,000	December31, 2022	N/A	$0.005	$0.005	December31, 2025
Simon	RSUs	1,000,0001	May 5, 2021	N/A	$0.095	$0.025	December31, 2024
Lileikis,President	RSUs	250,000	June 15,2021	N/A	$0.05	$0.025	December31, 2024

Notes:

1. Granted in Mr. Lileikis' capacity as acting on Advisory Committee prior to his appointment as President.

	Option Based Awards (NEOs only)		Share Based Awards (NEOs only)
Name	Number of	Option	Option	Value of	Number	Market or	Market or payout
	Securities	Exercise	expiration	unexercised	of	payout	value of vested
	underlying	Price ($)	date	in-the	shares	value of	share
	unexercised			money	or units	share	based awards not
	option			options ($)	of	based	paid out or
					shares	awards that	distributed
					that	have not	($)
					have not	vested ($)1
					Vested
Margot	950,000	$0.29	September	Nil	8,943,333	$44,717	N/A
Micallef			24, 2023
	2,000,000	$0.36	July 23,	Nil
			2024
	500,000	$0.27	October 5,	Nil
			2024
Simon Lileikis	-	-	-	-	833,333	$4,167	N/A
Paul Stacey	-	-	-	-	-	-	N/A

1. Market value of share-based awards (RSUs) have been determined based upon the closing price of the Common Shares on the CSE on the Corporation's year end of December 31, 2022 of $0.005.

Incentive Plan Awards – Value Vested or Earned During the Year

Name(NEOsonly)	Option-based awards–Value vestedduring the year ($)	Share-based awards –Value vested duringthe year ($)1	Non-equity incentiveplan compensation –Value earned during theyear ($)
Margot Micallef	Nil	$32,467	N/A
Simon Lileikis	Nil	$8,333	N/A
Paul Stacey	Nil	$8,333	N/A

1. Market value of share-based awards (RSUs) have been determined based upon the closing price of the Common Shares on the CSE on the dates of vesting in 2022.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

BOARD OF DIRECTORS – INDEPENDENCE

Our Board is responsible for determining, at least annually, whether or not each director is independent within the meaning set forth in NI 52-110. Generally, the Board considers a director to be independent if that director has no direct or indirect material relationship with the Corporation which could reasonably be expected to interfere with the exercise of the director's independent judgment. In its review, the Board considers and analyzes the existence, materiality and effect of all relationships of our directors with the Corporation, including business, family and other.

Ms. Micallef, our current Board Chair, is not-independent and our Board is currently composed of 7 directors,

5 of whom are independent, including Messrs. Travis, Bartlett, Johnson, Solomon, and Estades.

All Board and Committee meetings include a scheduled session with only independent directors and no members of Management present, to facilitate open and candid discussion among independent directors.

BOARD OF DIRECTORS' ROLE

The fundamental responsibility of our Board is to appoint a competent executive team and to oversee the management of the business, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal control. The written mandate of the Board of Directors (the "Board Mandate") sets out the key responsibilities of our Board in its stewardship and includes the primary responsibilities described below.

Chief Executive Officer Performance: Our Board is responsible for appointing the Chair and Chief Executive Officer and monitoring the Chair and Chief Executive Officer's performance against a set of mutually agreed upon corporate objectives directed at maximizing shareholder value.

Strategic Plan: Our Board is responsible for the review and approval of our strategic plan. Key objectives of the strategic plan, as well as quantifiable operating and financial targets are incorporated into the strategy review. Management is required to seek our Board's approval for any transaction considered to have a significant impact on the operations of the Company.

Compensation: Our Board approves the compensation of the Chair and Chief Executive Officer. For a description of the process by which compensation for the Corporation's named executive officers is determined, see the "Compensation Discussion and Analysis" section of this Circular.

Risk Management: GABY is exposed to a number of risks through the pursuit of our strategic objectives. Some of these risks impact the cannabis industry as a whole and others are unique to our operations. Our Board is responsible for ensuring an adequate system of internal control exists to identify our principal risks, including operational risks, and to monitor the process to manage such risks.

Communications: Our Board is responsible for reviewing communications policies to ensure that a system for corporate communications to all stakeholders exists, including processes for consistent, transparent, regular and timely public disclosure, and to facilitate feedback from stakeholders.

We provide detailed information on our business, operating and financial results in accordance with our continuous disclosure requirements under applicable securities laws. News releases and other prescribed documents are required to be filed on the electronic database maintained by the CSA known as SEDAR at sedar.com, as well as on the website of the Canadian Securities Exchange. These documents and other information are also available on our website at www.gabyinc.com.

Expectations of Directors: The Board Mandate also sets out the expectations and business duties of the directors, including the expectation for directors to attend all meetings and the responsibility to ensure that Board materials are distributed to all directors in advance of regularly scheduled meetings to allow for sufficient review. Our Board has a Code of Business Conduct & Ethics for directors, officers, employees, contractors and consultants, and monitors compliance with the code, and approves any waivers of the code for officers and directors. For more information on our Code of Business Conduct & Ethics, see the section entitled "Ethical Business Conduct – Code of Business Conduct & Ethics" of this Circular.

Corporate Governance: Our Board is responsible for establishing an appropriate system of corporate

governance, including policies and practices to ensure the Board functions independently from Management and to ensure that processes are in place to address applicable regulatory, corporate, securities and other compliance matters. The Governance and Nominating Committee is responsible for reviewing, reporting and providing recommendations for improvement to our Board with respect to all aspects of corporate governance.

The Board Mandate is available on our website at www.gabyinc.com.

POSITION GUIDELINES

The Board has approved general guidelines for the Chair & Chief Executive Officer, the Board of Directors, the Lead Director, and the Chairs of the Board Committees, which are each available on our website at www.gabyinc.com.

Chief Executive Officer: In her role as the GABY Chief Executive Officer, Ms. Micallef's fundamental responsibility is the general direction and management of the business and affairs of GABY, in accordance with the corporate strategy and objectives approved by the Board and within the authority limitation delegated by the Board. Our Board is responsible for monitoring the Chief Executive Officer's performance directed at maximizing shareholder value.

Board Chair: In her role as the Chair of the Board, Ms. Micallef is expected to effectively manage the affairs of the Board, ensuring it is properly organized, functions effectively and meets its obligations and responsibilities, including those relating to corporate governance matters.

Board of Directors: The Board is responsible for supervising the management of the business and affairs of the Corporation. The Board performs the overall stewardship responsibilities either directly or through its Committees, as per previously noted above. Each Director participates in fulfilling the Board's stewardship role by acting honestly and in good faith with a view to the best interests of the Corporation (fiduciary duty) and exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances (duty of care).

Lead Director: The Lead Director facilitates the functioning of the Board independently of the senior executives of the Corporation and provides independent leadership to the Board and to the individual directors on the Board.

Committee Chairs: The fundamental responsibility of the Chair of any Committee is to effectively manage the duties of the Committee, ensuring that it is properly organized, functions effectively and meets its obligations and responsibilities.

BOARD ASSESSMENT AND RENEWAL

We have processes in place for assessing and renewing our Board. Board assessment involves established practices for the regular evaluation of the effectiveness of the Board, Board committees and each director. Board renewal entails procedures for identifying skills, expertise and experience that are required to effectively manage GABY's business activities and processes to identify, evaluate and recommend qualified candidates to the Board.

The Governance and Nominating Committee is responsible for assessing the effectiveness and contribution of our Board, Board committees and individual directors. To assist the Chair of the Governance and Nominating Committee in the review, each director is required to complete an anonymous effectiveness questionnaire annually. The next assessment will take place in 2023.

It is within the Mandate of the Governance and Nominating Committee to assess the adequacy of information given to directors, communication between our Board and Management and the processes of our Board and Board committees.

The Governance and Nominating Committee recommends to our Board any changes that would enhance the performance of our Board based on the Governance and Nominating Committee's assessments.

The ongoing process of Board composition review and renewal involves the use of a skills matrix, which helps the Governance and Nominating Committee and the Board identify any gaps in the skills, expertise and industry experience identified as being most important to GABY following a review of recommended best practices, the Board Mandate, the Board Diversity Policy, GABY's strategy, and peer group disclosure.

KEY SKILLS AND EXPERIENCE

The following table summarizes the key skills and experience of each director together with their Committee memberships.

Specific Skill /	Margot	Jackie	Robert	Matthew	Javier	Ebon	Glenn	Total
Expertise	Micallef	Altwasser	Travis	Bartlett	Estades	Johnson	Solomon	Directors
Strategic Insight	*	*	*	*	*	*	*	7
/ Leading
Growth
International	*		*		*		*	4
CEO/Senior	*	*	*		*	*		5
Officer
Cannabis	*			*	*	*		4
Compensation			*	*	*		*	4
Board	*	*	*	*	*		*	6
Financial	*	*		*	*	*		5
Acumen
Sustainable	*	*		*	*	*		5
Business
Practices
Regulatory /	*			*	*		*	4
Public Policy /
Corporate
Relations
Retail /	*		*	*	*	*		5
Marketing /
Supply Chain /
Manufacturing
Audit		*		Chair	*			3
Committee1
Governance and	*		*		*		Chair	4
Nominating
Committee
Human			Chair	*		*		3
Resources and

1 All Audit Committee members are considered financially literate, as defined by applicable securities legislation.

Specific Skill /	Margot	Jackie	Robert	Matthew	Javier	Ebon	Glenn	Total
Expertise	Micallef	Altwasser	Travis	Bartlett	Estades	Johnson	Solomon	Directors
CompensationCommittee

The Governance and Nominating Committee maintains a program to consider potential director candidates to further progress Board renewal at GABY. The Governance and Nominating Committee and the Board recognize the benefit that new perspectives, ideas and business strategies can offer and support periodic Board renewal. The Governance and Nominating Committee and the Board also recognize that a director's experience and knowledge of GABY's business is a valuable resource. Accordingly, the Board believes that GABY and its shareholders are better served with the regular assessment of the effectiveness and contribution of the Board, Board committees and individual directors together with periodic Board renewal, rather than on arbitrary age and tenure limits. Accordingly, the Board does not have a formal term limit or retirement policy for directors.

DIRECTOR NOMINEE IDENTIFICATION PROCESS

The Governance and Nominating Committee assists the Board in carrying out its responsibilities with respect to corporate governance and nomination issues by reviewing such issues and making recommendations to the Board as appropriate.

One of the Governance and Nominating Committee's most important responsibilities is to identify, evaluate and recommend candidates for the Board. The Governance and Nominating Committee receives and evaluates suggestions for candidates from individual directors and the Chair & Chief Executive Officer. The Governance and Nominating Committee also has the authority to retain search firms for the purpose of identifying appropriate director candidates for consideration and may, upon approval by a majority of its members, engage any outside resources deemed advisable.

The Board believes that its membership should be composed of highly qualified directors who demonstrate integrity and suitability for overseeing Management. Accordingly, all Board appointments are made on merit, in the context of the skills, expertise, experience and independence which the Board as a whole requires to be effective. GABY recognizes and embraces the benefits of having a diverse Board which includes and makes good use of differences in the skills, expertise, industry experience, gender, ethnicity, age and other distinctions between directors. A Board Diversity Policy had been approved by the Board in this regard and can be found on GABY's website at www.gabyinc.com. The Governance and Nominating Committee considers these differences in determining the optimum composition of the Board and aims to balance them appropriately.

To support these goals, as part of the annual performance evaluation of the effectiveness of the Board, Board committees and individual directors and when identifying suitable candidates for appointment to the Board, the Governance and Nominating Committee reviews the skills matrix which illustrates the skills and expertise and industry experience identified as being most important to GABY that are possessed by directors currently standing for election, as well as diversity criteria and other distinctions between such directors.

ORIENTATION AND CONTINUING EDUCATION OF DIRECTORS

The Governance and Nominating Committee is responsible for implementing procedures for the orientation and education of new Board members concerning their role and responsibilities and for the continued development of existing members of our Board.

Orientation: New Board members are provided with an informal education session regarding, among other things, the role of the Board, its committees and directors and the nature and operation of our business. Overviews of our strategy and areas of operations are also provided. New members to our Board are also encouraged to conduct their own due diligence through meetings with our Chair & Chief Executive Officer or any other director they may choose.

Continuing Education: We provide continuing education opportunities for all directors so that individual directors can enhance their skills as directors and strengthen their understanding of our business environment. Management regularly provides educational sessions for the board to learn more about the business of the company.

ETHICAL BUSINESS CONDUCT

We have a set of guiding principles and values outlining the basis on which we operate as a high performance, principled corporation. These principles and values establish our commitment to conducting business ethically and legally. The Chair & Chief Executive Officer, in accordance with her position guidelines, fosters a corporate culture that promotes ethical practices and encourages individual integrity and social responsibility.

Code of Business Conduct & Ethics: The Code of Business Conduct & Ethics applies to all directors, officers, employees, contractors and consultants. The Code of Business Conduct & Ethics makes specific reference to the protection and proper use of our assets, the fair dealing with our stakeholders, including maintaining a corporate climate in which the integrity and dignity of each individual is valued, the detection and prevention of fraud, the compliance with laws and regulations, the fostering of a standard of care that reflects positively on the Company, and the protection of the Company from financial loss. All of our directors, officers, employees, contractors and consultants are asked to review the Code of Business Conduct & Ethics and confirm that they understand their individual responsibilities and agree to its requirements. Any waiver of the Code of Business Conduct & Ethics for officers or directors may only be made by our Board. The Code of Business Conduct & Ethics is available on our website at www.gabyinc.com.

Whistleblower Policy: We have a Whistleblower Policy which provides an avenue for stakeholders to communicate concerns about how we conduct our business. Concerns can be reported orally or in writing and may be made confidentially or anonymously. A report of investigations and complaints (of which to date there have been none), will be prepared on a quarterly basis and provided to the applicable Board committees at regularly scheduled Board committee meetings. The Whistleblower Policy can be found on www.gabyinc.com.

Conflicts of Interest: GABY's Board has also adopted a Conflict of Interest Policy, in a manner consistent with encouraging the highest ethical standards consistent with the belief that directors should not receive benefits by virtue of their position and board service. The Conflict of Interest Policy can be found on www.gabyinc.com.

BOARD COMMITTEES

The Board's committees assist the Board with fulfilling its fundamental responsibilities including oversight of management of the business with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal controls. A brief summary of the committees' duties that support the Board in accomplishing its responsibilities follows.

Committee Memberships

The following table identifies the standing committees of the Board and the members of each committee as at May 11, 2023:

Board Committee	Margot	Jackie	Robert	Matthew	Javier	Ebon	Glenn	Total
	Micallef	Altwasser	Travis	Bartlett	Estades	Johnson	Solomon	Directors
Audit Committee		*		Chair	*			3
Governance and	*		*		*		Chair	4
Nominating
Committee
Human Resources and			Chair	*		*		3
Compensation
Committee

Description of Committees and Mandates

Audit Committee

The Audit Committee is responsible for overseeing and reviewing GABY's identification of significant financial risks or exposures.

Members:

• Matthew Bartlett (Chair)
• Jackie Altwasser
• Javier Estades

The Audit Committee's primary duties and responsibilities are to oversee and monitor the effectiveness and integrity of our accounting and financial reporting processes, financial statements and system of internal controls regarding accounting and financial reporting compliance, oversee audits of our financial statements, review and evaluate our risk processes, review and approve Management's identification of principal financial risks and monitor the process to manage such risks, oversee and monitor our compliance with legal and regulatory requirements, oversee and monitor the qualifications, independence and performance of our external auditors, provide an avenue of communication among the external auditors, Management, and the Board, and report to the Board regularly.

The Audit Committee Mandate requires all members to be financially literate, as defined in NI 52-110.

The Audit Committee Mandate is available on our website at www.gabyinc.com.

Human Resources and Compensation Committee

The HRC Committee assists the Board in carrying out its responsibilities in respect of succession planning, senior management development and Management's performance.

Members:

• Robert Travis (Chair)
• Matthew Bartlett
• Ebon Johnson

It is within the HRC Committee mandate to provide recommendations to our Board on succession planning, on senior management development and on the performance of Management. Annually, the HRC Committee will measure Management's performance and total compensation against the combined set of objectives comprised in our annual budget and our strategic plan. Our Board supports Management's commitment to training and developing all employees.

The HRC Committee's primary responsibilities are to assist the Board in carrying out its responsibilities by reviewing compensation and human resources matters in support of the achievement of our business strategy and making recommendations to the Board, as appropriate. In particular, the Human Resources and Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive Officer's performance against those goals and objectives and making recommendations to the Board with respect to the Chief Executive Officer's compensation. The HRC Committee also oversees succession planning for senior management at GABY.

The HRC Committee Mandate is available on our website at www.gabyinc.com.

Governance and Nominating Committee

The Governance and Nominating Committee assists the Board in carrying out its responsibilities with respect to corporate governance, including Board composition and nomination issues, director compensation, and making recommendations to the Board as appropriate.

Members

• Glenn Solomon (Chair)
• Robert Travis
• Margot Micallef
• Javier Estades

The Governance and Nominating Committee's primary duties and responsibilities are to identify individuals qualified to become Board members, recommend to the Board proposed nominees for election to the Board at the next annual meeting of shareholders and develop and recommend to the Board corporate governance principles applicable to GABY.

The Governance and Nominating Committee also oversees the evaluation and assessment of the effectiveness and contribution of our Board as a whole, the Board committees and individual directors, including the Board Chair.

The Governance and Nominating Committee's mandate includes the responsibility to assist the board in reviewing and maintaining the directors' compensation program. For more information on directors' compensation, see the Director Compensation sections of this Circular.

The Governance and Nominating Committee also considers, develops and recommends corporate governance issues or principles for review, discussion or action by the Board or a Board committee, as appropriate. The Governance and Nominating Committee reviews the mandates of Board committees on a periodic basis and makes recommendations, as appropriate, to the Board. The Governance and Nominating Committee also monitors best practices among Canadian companies to help ensure we adhere to high standards of corporate governance.

The Governance and Nominating Committee Mandate is available on our website at www.gabyinc.com.