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Silver Bull Resources, Inc. Proxy Solicitation & Information Statement 2021

Mar 13, 2021

46579_rns_2021-03-12_114a395e-0aae-445a-a729-2eaab3e58a95.pdf

Proxy Solicitation & Information Statement

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NOTICE OF SPECIAL MEETING OF APHRIA SHAREHOLDERS

to be held April 14, 2021

NOTICE IS HEREBY GIVEN that, pursuant to an order of the Ontario Superior Court of Justice (Commercial List) (the ‘‘ Court ’’) dated March 11, 2021 (the ‘‘ Interim Order ’’), a special meeting (the ‘‘ Aphria Meeting ’’) of holders (‘‘ Aphria Shareholders ’’) of common shares (‘‘ Aphria Shares ’’) of Aphria Inc. (‘‘ Aphria ’’) will be held online on April 14, 2021 at 4:00 p.m. (Eastern time) via live audio webcast at www.virtualshareholdermeeting.com/APHA2021. There will be no physical location for Aphria Shareholders to attend. Online check-in will begin at 3:45 p.m. (Eastern time), and we encourage you to allow ample time for the online check-in procedures. To participate in the Aphria Meeting, Aphria Shareholders will need their unique 16-digit control number included on the Aphria form of proxy or the voting instruction form.

The Aphria Meeting is being called for the following purposes:

  1. to consider and, if thought advisable, to pass a special resolution (the ‘‘ Aphria Resolution ’’), the full text of which is set forth in Appendix ‘‘C’’ to the accompanying joint proxy statement/management information circular (the ‘‘ Circular ’’), approving an arrangement (the ‘‘ Arrangement ’’) pursuant to Section 182 of the Business Corporations Act (Ontario) (the ‘‘ OBCA ’’) involving, among other things, the acquisition by Tilray, Inc. (‘‘ Tilray ’’), of all of the outstanding Aphria Shares, all as more particularly described in the Circular, including in the section entitled ‘‘The Arrangement Agreement and Related Agreements’’ beginning on page 115 of the Circular, which resolution, to be effective, must be passed by an affirmative vote of at least two-thirds of the votes cast at the Aphria Meeting by Aphria Shareholders either online, by proxy or by voting instruction form, as applicable; and

  2. to transact such further and other business as may properly be brought before the Aphria Meeting or any postponement or adjournment thereof.

Specific details of the matters proposed to be put before the Aphria Meeting are set forth in the Circular which accompanies this Notice of Special Meeting of Aphria Shareholders. A copy of the arrangement agreement dated December 15, 2020, as amended on February 19, 2021, between Aphria and Tilray is attached as Appendix ‘‘A’’ to the Circular and is available for inspection by Aphria Shareholders on SEDAR at www.sedar.com under Aphria’s SEDAR profile and at Aphria’s records office at 1 Adelaide Street East, Suite 2310, Toronto, Ontario M5C 2V9 during statutory business hours until the date of the Aphria Meeting.

The record date for determining the Aphria Shareholders entitled to receive notice of and vote at the Aphria Meeting is the close of business on March 12, 2021 (the ‘‘ Aphria Record Date ’’). Only Aphria Shareholders whose names have been entered in the register of Aphria Shareholders as of the close of business on the Aphria Record Date are entitled to receive notice of and to vote at the Aphria Meeting.

Whether or not you are able to virtually attend the Aphria Meeting, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed form of proxy or voting instruction form provided to you by your broker, investment dealer or other intermediary as soon as possible by (1) visiting the internet site listed on the Aphria form of proxy or voting instruction form, (2) calling the toll-free number listed on the Aphria form of proxy or voting instruction form or (3) submitting your enclosed Aphria form of proxy or voting instruction form by mail by using the provided self-addressed, stamped envelope. To be counted at the Aphria Meeting, an Aphria Shareholder’s voting instructions must be received by 4:00 p.m. (Eastern time) on April 12, 2021 or if the Aphria Meeting is postponed or adjourned, at least 48 hours (excluding non-Business Days) prior to the date of the postponed or adjourned Aphria Meeting). Please note, if you received a voting instruction form and you hold your shares through a broker, investment dealer or other intermediary, you must provide your instructions to your broker, investment dealer or other intermediary as specified in the voting instruction form and by the deadline set out therein (which may be an earlier time than set out above). Aphria reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

The Aphria Board unanimously recommends that Aphria Shareholders vote FOR the Aphria Resolution.

Aphria Shareholders who are planning to provide voting instructions in accordance with the enclosed form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting such form.

Registered Aphria Shareholders have the right to dissent with respect to the Aphria Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Aphria Shares in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the plan of arrangement (‘‘ Plan of Arrangement ’’). A registered Aphria Shareholder’s right to dissent is more particularly described in the Circular under the heading ‘‘Aphria Dissenting Shareholders’ Rights’’. Copies of the Plan of Arrangement, the Interim Order and the text of Section 185 of the OBCA are set forth in Appendix ‘‘B’’, Appendix ‘‘D’’ and Appendix ‘‘K’’, respectively, to the Circular.

Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

It is strongly suggested that any Aphria Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of such Aphria Shareholder’s right to dissent.

If you are an Aphria Shareholder and have any questions, please contact Laurel Hill, our proxy solicitation agent, by telephone at 1-877-452-7184 toll-free in North America or at 416-304-0211 for collect calls outside of North America or by email at [email protected].

DATED March 12, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) ‘‘Irwin D. Simon’’

Irwin D. Simon Chief Executive Officer and Chair of the Board of Directors