Hempfusion Wellness Inc. — Proxy Solicitation & Information Statement 2021

Apr 13, 2021

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Notice of Availability of Proxy Materials

For

HEMPFUSION WELLNESS INC.

(the “Company”)

Annual General Meeting of Shareholders

Meeting Date and Time: Friday, May 14, 2021 at 10:00 a.m. (Pacific Time) (the “Meeting”)

Location: virtually at https://web.lumiagm.com/208167427

Please be advised that the proxy materials, in particular the management information circular of the Company dated April 7, 2021 (the “ Information Circular ”) prepared for the Meeting, are available for viewing and download online. This Notice of Availability of Proxy Materials (“ Notice ”) and the accompanying form of Proxy provide an overview of the Meeting, but shareholders are reminded to access and review the Information Circular and other proxy materials available online prior to voting . The digital form of proxy materials, including this Notice, the Notice of Annual General Meeting and Information Circular and the Proxy form, as well as the Company’s audited financial statements for the fiscal period ended December 31, 2020, together with the report of the auditors thereon (the “ Audited Financial Statements ”) and the related management’s discussion and analysis (the “ MD&A ”), are available for viewing at:

https://odysseytrust.com/client/hempfusion‐wellness‐inc/ AND

www.sedar.com

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request a paper copy of the Information Circular be sent to them by mail at no cost. Requests for paper copies may be made by contacting the Company’s transfer agent, Odyssey Trust Company (“ Odyssey Trust ”), no later than April 30, 2021 at:

• (a) Within North America: telephone toll free: 1‐833‐394‐7716 , or by email to: www.odysseycontact.com; or

• (b) Direct from outside of North America: 1‐833‐361‐5163 or by email to: www.odysseycontact.com; or

• (c) By mail to: Odyssey Trust Company, 1230 300 5 Ave SW, Calgary, AB T2P 3C4.

To allow adequate time for a Shareholder to receive and review a paper copy of the Information Circular and then to submit their vote prior to 10:00 a.m. (Pacific Time) on Wednesday, May 12, 2021 , a Shareholder requesting such should ensure the request is received by the Company no later than April 30, 2021 . Pursuant to Notice‐and‐Access Provisions (as defined in the Information Circular), Meeting proxy materials must be available for viewing for up to 1 year from the date of posting and a paper copy of the Information Circular can be requested at any time during this period.

NOTICE OF MEETING

The resolutions to be presented to the Shareholders for consideration and to be voted on at the Meeting (collectively, the “ Proposed Resolutions ”), which are described in detail in the Information Circular, are as follows:

1. to elect directors of the Company for the ensuing year (see the Information Circular – Particulars of Matters to be Acted Upon – Item 1: Election of Directors) ; and

2. to appoint the auditor of the Company for the ensuing year (see the Information Circular – Particulars of Matters to be Acted Upon – Item 2: Appointment of Auditor) .

HOW DO I VOTE?

There are several convenient ways to vote your Common Shares including online and via telephone.

Internet:Email:Phone orFax:Mail:	Beneficial ShareholdersShares held with a broker, bank or otherintermediary.	Beneficial ShareholdersShares held with a broker, bank or otherintermediary.	Registered ShareholdersShares held in own name and represented by aphysical certificate.	Registered ShareholdersShares held in own name and represented by aphysical certificate.	Registered ShareholdersShares held in own name and represented by aphysical certificate.
		www.proxyvote.com	To submit your Proxy online please visit:https://login.odysseytrust.com/pxlogin
		‐‐		Email to:	proxy@odysseytrust.com
	Fax to the number listed on your voting instructionform and vote using the control number provided onthe form.			Fax: 1‐800‐517‐4553
	Return the voting instruction form in the enclosedaddressed envelope.		Return the form of proxy in the enclosedaddressed envelope.

Stratification

Stratification is not being used for mailing the Meeting proxy materials. The Company will only provide paper copies of the Information Circular to those registered and beneficial Shareholders who request to receive a paper copy.

Annual Financial Statements

The Company is providing paper copies, or emailing electronic copies, of the Audited Financial Statements and the MD&A only to those registered and beneficial Shareholders that have asked the Company in advance to send them a copy, and have indicated their preferred method of delivery.

Board Recommendation

The Board of Directors of the Company unanimously recommend that shareholders VOTE FOR each of the Proposed Resolutions.

NOTE OF CAUTION Concerning COVID‐19

The Company intends to hold the Meeting as a fully virtual meeting. The Company will announce any changes to the Meeting by way of news release, which will be posted under the Company’s profile on SEDAR at www.sedar.com as well as on the dedicated Meeting website, hosted by Odyssey Trust, on which the Meeting Proxy Materials are posted, at https://odysseytrust.com/client/hempfusion‐wellness‐inc/, prior to the Meeting. In the event of any changes to the Meeting due to COVID‐19, the Company will not prepare or mail amended Meeting Proxy Materials.

REMINDER: Please Review the Information Circular before Voting

Shareholders are reminded to access and review the Information Circular and other proxy materials available online prior to voting.

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