HEXO Corp. — Regulatory Filings 2021

Nov 17, 2021

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November 16, 2021

British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers (Québec) Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Office of the Superintendent of Securities, Service Newfoundland & Labrador Office of the Superintendent of Securities, Government of Prince Edward Island Office of the Superintendent of Securities, Northwest Territories Office of the Yukon Superintendent of Securities Nunavut Securities Office

We refer to the amended and restated short form base shelf prospectus of HEXO Corp. (the “Company”) dated May 25, 2021 amending and restating the short form base shelf prospectus of the Company dated May 7, 2021 relating to the offering of up to $700,000,000 in common shares, warrants, subscription receipts and units of the Company and the prospectus supplement thereto dated May 11, 2021 relating to the offering of up to $150,000,000 common shares under an at-the-market program (together with the documents incorporated by reference therein, the “Offering Document”).

We consent to being named in and to the use, through incorporation by reference in the above-mentioned Offering Document, of our report dated October 29, 2021 to the Board of Directors and Shareholders of the Company on the following consolidated financial statements:

• consolidated statements of financial position as at July 31, 2021 and July 31, 2020;

• consolidated statements of net loss and comprehensive loss, of changes in shareholders’ equity and of cash flows for the years ended July 31, 2021 and July 31, 2020; and

• the related notes to the consolidated financial statements; and

• the effectiveness of internal control over financial reporting as at July 31, 2021.

We report that we have read the Offering Document and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial statements on which we have reported or that are within our knowledge as a result of our audit of such financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the prospectus as these terms are described in the CPA Canada Handbook – Assurance.

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Chartered Professional Accountants, Licensed Public Accountants

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PricewaterhouseCoopers LLP 99 Bank Street, Suite 710, Ottawa, Ontario, Canada K1P 1E4 T: +1 613 237 3702, F: +1 613 237 3963, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.