Nextleaf Solutions Ltd. — Regulatory Filings 2021

Apr 21, 2021

CERTIFICATE

Reference is made to the annual and special meeting of the shareholders of Nextleaf Solutions Ltd. (the “Corporation”) to be held on May 14, 2021 (the “Meeting”).

I, Charles Ackerman, Chief Financial Officer of the Corporation, hereby certify in my capacity as an officer of the Corporation, for and on behalf of the Corporation, and not in my personal capacity, that:

• (a) the Corporation has made arrangements to have proxy-related materials for the Meeting sent in compliance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), to all beneficial owners of the Corporation at least 21 days before the date fixed for the Meeting;

• (b) the Corporation has made arrangements to carry out all of the requirements of NI 54-101 in addition to those described in subparagraph (a); and

• (c) the Corporation is relying on section 2.20 of NI 54-101 to abridge the time periods prescribed by Sections 2.2(1) and 2.5(1) of NI 54-101 applicable to the Meeting.

The terms “beneficial owner” and “proxy-related materials” as used in this Certificate shall have the respective meanings ascribed thereto in NI 54-101.

Dated this 12[th] day of April, 2021.

NEXTLEAF SOLUTIONS LTD.

“Charles Ackerman” Name: Charles Ackerman Title: Chief Financial Officer