Leef Brands Inc. — Proxy Solicitation & Information Statement 2024

Jul 2, 2024

Notice-and-Access Notification to Registered Shareholders Annual General and Special Meeting of LEEF Brands Inc.

Date & Time

Friday, July 26, 2024 at 10:00 AM (Toronto time)

Location

Bennett Jones LLP 3400 One First Canadian Place, P.O. Box 130 Toronto, Ontario M5X 1A4

You are receiving this notice as LEEF Brands Inc. ("LEEF") has elected to use the notice-and-access model for delivery of meeting materials to its shareholders. Under notice-and-access, shareholders receive a form of proxy enabling them to vote at LEEF’s Annual General and Special Meeting (the “Meeting”). However, instead of receiving a paper copy of the Management Information Circular (the “Information Circular”) and Notice of Meeting (together the "Meeting Materials"), each dated June 11, 2024, shareholders receive this notice with information on how they may access the Meeting Materials electronically. Shareholders should follow the instructions below to view the Meeting Materials on the internet. This communication presents only an overview of the more complete Meeting Materials that are available to shareholders on the internet.

MATTERS TO BE VOTED UPON AT THE MEETING

The matters to be considered at the Meeting are listed below, as further described in the Information Circular under the headings “Financial Statements”, “Election of Directors – Number of Directors”, “Election of Director – Election of Directors”, “Appointment of Auditor” and “Approval of Stock Option Plan”, respectively:

1. receiving the consolidated audited financial statements of LEEF for the fiscal years ended December 31, 2023 and 2022, as well as the Auditor’s report on those statements;

2. approving an ordinary resolution to fix the number of directors of LEEF to be elected at the Meeting at five (5);

3. electing the nominees to the Board of Directors of LEEF for the ensuing year;

4. appointing M&K CPAS, PLLC as auditors of LEEF for the ensuing year and authorizing LEEF’s directors to fix their remuneration; and

5. considering and approving LEEF’s 10% “rolling” stock option plan and the unallocated entitlements issuable thereunder as more particularly described in the Information Circular,

HOW TO ACCESS THE MEETING MATERIALS ONLINE

You can access the Meeting Materials on the internet at https://leefbrands.com/investors or under LEEF’s' profile on the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) at https://www.sedarplus.ca. You are reminded to review the Meeting Materials before voting.

HOW TO RECEIVE A PAPER COPY

Shareholders may request a paper copy of the Meeting Materials by postal delivery at no cost to them by emailing proxy@olympiatrust.com or by calling toll-free 1-866-668-8379. Requests may be made up to one year from the date the Meeting Materials are filed on SEDAR+. In order to allow reasonable time to be allotted for a shareholder to receive and review a paper copy of the Meeting Materials in advance of the proxy deposit date and time as set out in the accompanying form of proxy, any shareholder wishing to request a paper copy of the Meeting Materials as described above, should ensure such request is received no later than July 17, 2024 . If you do request a paper copy of the Meeting Materials, please note that another form of proxy will not be sent; please retain the enclosed form of proxy for voting purposes.

HOW TO VOTE

Vote by Mail: To vote your common shares by mail, please follow the instructions on the enclosed form of proxy by the deadline noted.

Vote by Email: To vote your common shares by email, please follow the instructions on the enclosed form of proxy by the deadline noted.

Vote by Internet: To vote your common shares using the internet, go to https://css.olympiatrust.com/pxlogin and follow the instructions using the control number on your form of proxy by the deadline noted.

Vote by Facsimile: To vote your common shares via facsimile, please complete the enclosed form of proxy and follow the instructions on the enclosed form of proxy by the deadline noted.

Shareholders with general questions about notice-and-access may contact Olympia Trust Company, in its capacity as registrar and transfer agent for LEEF, toll-free at 1-866-668-8379.