Mydecine Innovations Group Inc. — M&A Activity 2021

Oct 5, 2021

The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

LETTER OF TRANSMITTAL

FOR COMMON SHARES OF MYDECINE INNOVATIONS GROUP INC.

This letter of transmittal is being provided in connection with the plan of arrangement between Mydecine Innovations Group Inc. (“ Mydecine ”) and certain of its subsidiaries including ALT House Cannabis Inc. (“ Spinco ”) under the Business Corporations Act (British Columbia) (the “ Arrangement ”) approved at the annual general and special meeting (the “ Meeting ”) of shareholders of Mydecine as described in the information circular of Mydecine dated August 23, 2021 (the “ Circular ”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Circular.

Details of the Arrangement are more fully described in the Circular, which is available under Mydecine’s profile at www.sedar.com.

Our records show that you are a holder of Mydecine Shares (a “ Mydecine Shareholder ”) and you are therefore entitled to receive, in exchange for each Mydecine Share held:

• (i) one new common share of Mydecine (a “ New Mydecine Share ”); and

• (ii) 0.010344 of a common share of Spinco (a “ Spinco Share ”),

provided that no fractional New Mydecine Shares or Spinco Shares, nor certificates representing same, will be issued and no cash will be paid in lieu thereof. Any fractions resulting will be rounded to the nearest whole number, with fractions of one-half or greater being rounded to the next higher whole number and fractions of less than one-half being rounded to the next lower whole number.

IMPORTANT NOTICE

In order to receive certificates representing New Mydecine Shares and Spinco Shares (collectively, the “ Exchanged Shares ”) as described above, you must complete, sign and deliver this Letter of Transmittal and deliver your share certificate(s) (the “ Former Share Certificate(s) ”) representing your Mydecine Shares (the “ Deposited Shares ”) to National Securities Administrators Ltd. (“ National ”) at the address provided on the last page of this letter of transmittal.

TO: MYDECINE INNOVATIONS GROUP INC. AND ALT HOUSE CANNABIS INC.

AND TO: NATIONAL SECURITIES ADMINISTRATORS LTD. at its offices set out herein.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) for Mydecine Shares. The following are the details of the enclosed certificate(s):

Certificate Number(s) Name in Which Registered Number of Mydecine Shares Deposited

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The undersigned, by the execution of this Letter of Transmittal, hereby represents that: (a) the undersigned is the owner of the Mydecine Shares represented by the Former Share Certificate(s) described above and delivered herewith; (b) the undersigned has good title to those shares, free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (c) the said Former Share Certificate(s), together with any other certificate(s) submitted with a separate Letter of Transmittal as required by the Instructions, represent all of the Mydecine Shares owned by the undersigned; (d) the undersigned has full power and authority to deposit the Mydecine Shares; and (e) the undersigned will not transfer or permit to be transferred any of the deposited Mydecine Shares.

Unless otherwise indicated in Box A or Box B on the following page (in which case payment or delivery should be made in accordance with those instructions), the certificates representing the Exchanged Shares issued in exchange for the Mydecine Shares represented by the Former Share Certificate(s), will be issued in the name of the undersigned and forwarded to the undersigned at the address specified below the signature of the undersigned (or, if no such address or delivery instructions are made, to the latest address recorded on Mydecine's register of shareholders).

The undersigned authorizes and directs National Securities Administrators Ltd. to issue a Direct Registration (“ DRS ”) advice for the New Mydecine Shares and Spinco Shares to which the undersigned is entitled as indicated below and to mail such advice to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by Mydecine. In the event that a DRS advice is not available, share certificates will be issued and mailed to the address indicated below.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés d’avoir requis que tout contrat attesté par l’arrangement et son acceptation par cette lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

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BOX A
ENTITLEMENT DELIVERY
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All share entitlements will be issued and mailed to your existing registration unless otherwise stated. If you would like your shares dispatched to a different address, please complete BOX B

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 MAIL SHARES TO ADDRESS ON RECORD (DEFAULT)
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• MAIL SHARES TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)

• HOLD SHARES FOR PICKUP AT NATIONAL VANCOUVER OFFICE:

• National Securities Administrators Ltd. 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4

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BOX B
MAIL PAYMENT TO 3 [rd] PARTY ADDRESS:
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 CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT) (ATTENTION NAME) (STREET NUMBER & NAME) (CITY AND PROVINCE/STATE) (COUNTRY AND POSTAL/ZIP CODE) (TELEPHONE NUMBER (BUSINESS HOURS)

(SOCIAL INSURANCE/SECURITY NUMBER)

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* THE PAYMENT WILL REMAIN IN THE NAME OF THE
REGISTRATION
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SHAREHOLDER SIGNATURE(S)

Signature guaranteed by (if required under Instruction 3)

Authorized Signature

Dated: , 2021

Signature of Shareholder or authorized representative (see Instructions 2 and 4)

Address

Name of Guarantor (please print or type)

Name of Shareholder (please print or type)

Address of Guarantor (please print or type)

E-Mail address

Telephone No

Name of authorized representative, if applicable (please print or type)

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1. Use of Letter of Transmittal

The method used to deliver this Letter of Transmittal and any accompanying certificates representing Mydecine Shares is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received. The Purchaser recommends that the necessary documentation be hand delivered to the Depositary at its office(s) specified on the last page of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. A shareholder who’s Mydecine Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Mydecine Shares.

2. Signatures

This Letter of Transmittal must be filled in and signed by the holder of Mydecine Shares described above or by such holder’s duly authorized representative (in accordance with Instruction 4).

• (a) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the names(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.

• (b) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s):

• (i) such deposited certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

• (ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if the payment is to be issued in the name of a person other than the registered owner of the Deposited Shares, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Signed by a Representative

If this Letter of Transmittal is signed by a person in a representative capacity, such as (a) an executor, administrator, trustee or guardian, or (b) on behalf of a corporation, partnership, or association, then in each case such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). Either the Purchaser or the Depositary, at its discretion, may require additional evidence of authority or additional documentation.

5. Miscellaneous

• (a) Holders of Mydecine Shares are entitled to be issued one New Mydecine Share and 0.010344 of a Spinco Share for each one Mydecine Share held.

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• (b) If the space on this Letter of Transmittal is insufficient to list all certificates for Deposited Shares, additional certificate numbers and number of Deposited Shares may be included on a separate signed list affixed to this Letter of Transmittal.

• (c) If Deposited Shares are registered in different forms (e.g. “John Doe” and “J. Doe”) a separate Letter of Transmittal should be signed for each different registration.

• (d) No alternative, conditional or contingent deposits will be accepted.

• (e) The Arrangement and any agreement in connection with the Arrangement will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

• (f) Additional copies of the Circular and this Letter of Transmittal may be obtained from the Depositary at any of its respective offices at the addresses listed below.

6. Lost Certificates

If a share certificate has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss to the Depositary. The Depositary will respond with the replacement requirements, which must be properly completed and returned prior to effecting the exchange.

7. Substitute Form W-9 — U.S. Shareholders

In order to avoid “backup withholding” of United States income tax on payments made on the Mydecine Shares, a Shareholder that is a U.S. holder (as defined below) must generally provide the person’s correct taxpayer identification number (“ TIN ”) on the Substitute Form W-9 above and certify, under penalties of perjury, that such number is correct, that such Shareholder is not subject to backup withholding, and that such Shareholder is a U.S. person (including a U.S. resident alien). If the correct TIN is not provided or if any other information is not correctly provided, payments made with respect to the Mydecine Shares may be subject to backup withholding of 24%. For the purposes of this Letter of Transmittal, a “U.S. holder” or “U.S. person” means: a beneficial owner of Mydecine Shares that, for United States federal income tax purposes, is (a) a citizen or resident of the United States, (b) a corporation, or other entity classified as a corporation for United States federal income tax purposes, that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia, (c) an estate if the income of such estate is subject to United States federal income tax regardless of the source of such income, (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for United States federal income tax purposes or (ii) a United States court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (e) a partnership, limited liability company or other entity classified as a partnership for United States tax purposes that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia.

Backup withholding is not an additional United States income tax. Rather, the United States income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the IRS.

Certain persons (including, among others, corporations, certain “not-for-profit” organizations, and certain non-U.S. persons) are not subject to backup withholding. A Shareholder that is a U.S. holder should consult his or her tax advisor as to the shareholder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption.

The TIN for an individual United States citizen or resident is the individual’s social security number.

The “Awaiting TIN” box of the substitute Form W-9 may be checked if a Shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the “Awaiting TIN” box is checked, the Shareholder that is a U.S. holder must also complete the Certificate of Awaiting Taxpayer Identification Number found below the Substitute Form W-9 in order to avoid backup withholding. If a Shareholder that is a U.S. holder completes the Certificate of Awaiting Taxpayer Identification Number but does not provide a TIN within 60 days, such Shareholder will be subject to backup withholding at a rate of 24% until a TIN is provided.

Failure to furnish TIN — If you fail to furnish your correct TIN, you are subject to a penalty of U.S.$50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

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Non-U.S. holders receiving payments in the U.S. should return a completed Form W-8BEN, a copy of which is available from the Depositary upon request.

8. Privacy Notice

National is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you - from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. Some of your information may be transferred to servicers in the U.S.A. for data processing and/or storage. National will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.

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The Depositary is:

NATIONAL SECURITIES ADMINISTRATORS LTD.

By Hand, by Mail or by Courier

702 – 777 Hornby Street Vancouver, BC V6Z 1S4

Toll Free: 1-604-559-8880 Confidential Facsimile: 1-604-559-8908 E-Mail: admin@endeavortrust.com

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