InnoCan Pharma Corporation — Proxy Solicitation & Information Statement 2021

Jun 9, 2021

INNOCAN PHARMA CORPORATION

Form of Proxy – Annual and Special Meeting to be held on June 29, 2021

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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4

Appointment of Proxyholder

I/We being the undersigned holder(s) of InnoCan Pharma Corporation hereby appoint Nelson Halpern or failing this person, Haim Hamborger

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of InnoCan Pharma Corporation to be held at the offices of the Corporation, 1015, 926 – 5 Avenue SW, Calgary, Alberta, T2P 0N7 , Calgary, Alberta on Thursday, June 29, 2021 at 8:30 a.m. (Calgary Time) or at any adjournment thereof.

1. Appointment of Auditors An ordinary resolution to appoint Ziv Haft, Certified Public Accountants (Isr.), BDO Member Firm, as auditors of the Corporation, to hold office until the close of the next annual meeting of shareholders, at such remuneration as may be fixed by the directors of the Corporation.

For Withhold

2. Election of Directors. For Withhold For Withhold a. Ron Mayron b. Iris Bincovich c. Yoram Drucker d. Eyal Flom e. Ralph C.L Bossino f. Joshua A Lintern f. Peter Bloch

For Withhold

3. Amendment to the Stock Option Plan An ordinary resolution to ratifying, confirming, and approving the amendment to the Corporation’s existing Option Plan .

For Against

Signature(s):

Date

Authorized Signature(s) – This section must be completed for your instructions to be executed.

/ /

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to RECEIVE Interim Financial Statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to DECLINE to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 8:30 am, (Calgary Time), on June 25, 2021.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin and click on . You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

Shareholder Address and Control Number Here

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.