Nextleaf Solutions Ltd. — Regulatory Filings 2021

Apr 21, 2021

NEXTLEAF SOLUTIONS LTD.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the “ Meeting ”) of Nextleaf Solutions Ltd. (“ Nextleaf ”) will be held at 131 Regiment Square, Vancouver, British Columbia V6B 1V4 at 9:00 a.m., on Friday, May 14, 2021, for the following purposes:

1. To receive and consider the audited Financial Statements of Nextleaf for the fiscal year ended September 30, 2020, together with the auditor’s reports thereon.

2. To fix the number of directors of Nextleaf at five.

3. To elect the directors for the ensuing year.

4. To appoint an auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.

5. To transact such other business as may properly come before the Meeting.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice.

If you are a registered shareholder of Nextleaf and are unable to attend the Meeting in person, please complete, date and execute the accompanying form of proxy and deposit it with Odyssey Trust Company, United Kingdom Building, 323 – 409 Granville Street, Vancouver, British Columbia V6C 1T2, or vote online at https://odysseytrust.com/Transfer-Agent/Login, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

If you are a non-registered shareholder of Nextleaf and received these materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

The Company intends to hold the Meeting in person. However, in view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (PHAC) (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html). In view of the COVID-19 pandemic, the Company encourages shareholders to consider voting their shares via proxy rather than attending the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will, subject to the Articles of the Company, be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. In the event it is not possible or advisable to hold the Meeting in person or a decision is made to change the date, time or location of the Meeting, the Company will announce, by press release, alternative arrangements for the Meeting as promptly as practicable. The press release will be available under the Company’s profile on SEDAR (www.sedar.com). If you are planning to attend the Meeting, please check our press releases on SEDAR (www.sedar.com) before attending the Meeting.

Nextleaf Solutions Ltd. - 2021 Notice of AGM

DATED at Vancouver, British Columbia, as of April 12, 2021.

By Order of the Board of Directors of NEXTLEAF SOLUTIONS LTD.

“Paul Pedersen”

Paul Pedersen Chief Executive Officer

Nextleaf Solutions Ltd. - 2021 Notice of AGM