{"content":[{"text":"AUXLY CANNABIS GROUP INC.","bbox":{"left":0.363137,"top":0.082873,"width":0.27342400000000006,"height":0.015353000000000006}},{"text":"NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS","bbox":{"left":0.161961,"top":0.114843,"width":0.675932,"height":0.015353000000000006}},{"text":"NOTICE IS HEREBY GIVEN that an annual general and special meeting (the \"Meeting\") of holders \n (\"Shareholders\") of common shares (\"Common Shares\") of Auxly Cannabis Group Inc. (the \"Company\") \n will be held at the offices of Bennett Jones LLP, 3400 One First Canadian Place, Toronto, Ontario M5X 1A4 \n at 2:00 p.m. (Toronto time) on June 28, 2021, for the following purposes:","bbox":{"left":0.111176,"top":0.146813,"width":0.777658,"height":0.06323700000000002}},{"text":"1.","bbox":{"left":0.110279,"top":0.226667,"width":0.013509999999999994,"height":0.015353000000000006}},{"text":"to receive the audited financial statements of the Company for the year ended December 31, 2020 \n and the report of the auditor thereon;","bbox":{"left":0.169109,"top":0.226667,"width":0.7197579999999999,"height":0.03133799999999998}},{"text":"2.","bbox":{"left":0.110279,"top":0.273706,"width":0.013509999999999994,"height":0.015353000000000006}},{"text":"to elect directors of the Company for the ensuing year, as more particularly described \n management information circular (the \"Information Circular\") accompanying this Notice;","bbox":{"left":0.169073,"top":0.273706,"width":0.666661,"height":0.03133799999999998}},{"text":"in","bbox":{"left":0.844271,"top":0.273706,"width":0.013975999999999988,"height":0.015353000000000006}},{"text":"the","bbox":{"left":0.866818,"top":0.273706,"width":0.021988000000000008,"height":0.015353000000000006}},{"text":"3.","bbox":{"left":0.110244,"top":0.320829,"width":0.013509999999999994,"height":0.015353000000000006}},{"text":"to reappoint the auditor of the Company for the ensuing year and to authorize the directors to fix the \n remuneration of the auditor;","bbox":{"left":0.169055,"top":0.320829,"width":0.7197340000000001,"height":0.031337000000000004}},{"text":"4.","bbox":{"left":0.110244,"top":0.367951,"width":0.013509999999999994,"height":0.015353000000000006}},{"text":"to consider and, if deemed advisable, to pass an ordinary resolution approving the consummation of \n the matters contemplated by the amending agreement dated April 19, 2021 between the Company \n and 1213509 B.C. Ltd. (“Imperial”), a wholly-owned indirect subsidiary of Imperial Brands plc, \n being certain amendments to the terms of: (i) the $123 million 4.00% senior unsecured convertible \n debenture issued by the Company on September 25, 2019 to Imperial and (ii) the investor rights \n agreement entered into by the Company with Imperial on September 25, 2019, in each case as more \n particularly described in the accompanying Information Circular, excluding the Common Shares \n beneficially owned or controlled, directly or indirectly, by Imperial or its affiliates;","bbox":{"left":0.169037,"top":0.367951,"width":0.719959,"height":0.12717700000000004}},{"text":"5.","bbox":{"left":0.110208,"top":0.51083,"width":0.013509999999999994,"height":0.01535299999999995}},{"text":"to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution \n approving and adopting the Amended and Restated Omnibus Plan of the Company, as more \n particularly described in the accompanying Information Circular; and","bbox":{"left":0.169037,"top":0.51083,"width":0.719772,"height":0.047321999999999975}},{"text":"6.","bbox":{"left":0.110262,"top":0.573937,"width":0.013509999999999994,"height":0.01535299999999995}},{"text":"to transact such other business as may properly come before the Meeting or any adjournment or \n adjournments thereof.","bbox":{"left":0.169091,"top":0.573937,"width":0.71979,"height":0.031337999999999866}},{"text":"The accompanying Information Circular provides additional information relating to the business to be dealt \n with at the Meeting and is deemed to form part of this Notice. Additional information relating to the Company \n is available on SEDAR at www.sedar.com, including financial information and management discussion and \n analysis in respect of the Company’s most recently completed financial year. Shareholders are reminded to \n carefully review the Information Circular and any additional materials prior to voting on the matters being \n transacted at the Meeting.","bbox":{"left":0.111141,"top":0.620976,"width":0.7778369999999999,"height":0.09521099999999993}},{"text":"Out of an abundance of caution, to proactively deal with potential issues arising from the \n unprecedented public health impact of COVID-19, and to limit and mitigate risks to the health and \n safety of our communities, Shareholders, employees, directors and other stakeholders, the Company \n is discouraging physical attendance in person. The Meeting will not be open to the general public and \n will be limited to registered shareholders and duly appointed proxyholders only.","bbox":{"left":0.111158,"top":0.732797,"width":0.777745,"height":0.07922299999999993}},{"text":"The vast majority of our Shareholders vote by proxy in advance of the meeting and we encourage \n Shareholders to continue to vote in this manner using one of the methods described in the Information \n Circular. Shareholders may listen to the Meeting by live audio teleconference by dialing 888-664-6383 \n (Confirmation #: 94023704) starting at 2:00 p.m. (Toronto time) on June 28, 2021. Please note that \n Shareholders will not be entitled to vote at, or otherwise participate in, the Meeting by way of \n teleconference or other electronic means.","bbox":{"left":0.111141,"top":0.828637,"width":0.777731,"height":0.09520700000000004}}],"images_bbox":[],"images_bbox_not_text_overlap":[]}