Common use of Paramountcy Clause in Contracts

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of the Company and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. 1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Goodness Growth Holdings, Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”), and all transactions contemplated thereby, are hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”), the full text of which is set out as Appendix ● to the Circular, is hereby authorized, approved and adopted. 3. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the Company Shareholders: (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. 6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such other documents. 7. Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company GameSquare issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of the Company GameSquare and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company GameSquare shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows: 1. The the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) pursuant to Division 5 of Part 9 under Section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCAOBCA”) involving Goodness Growth HoldingsEngine Gaming & Media, Inc. (the “CompanyEngine Gaming”), pursuant to GameSquare Esports Inc. (“GameSquare”) and the arrangement agreement between the Company and Verano Holdings Corp. dated January 31securityholders of GameSquare, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), all as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) of GameSquare dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted.; 2. The plan of the arrangement of the Company, agreement (as it has been or may be modified, supplemented or amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its terms obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”)) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out as Appendix in Schedule ● to the Circular, is hereby authorized, approved and adopted.; 34. The Company be and GameSquare is hereby authorized to apply for a final order from the Supreme Ontario Superior Court of British ‎Columbia Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved.); 5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Company (the “Company Shareholders”) GameSquare or that the Arrangement has been approved by the Supreme Court of British ColumbiaCourt, the directors of the Company GameSquare are hereby authorized and empowered, at their discretion, without further notice to to, or approval of, the shareholders of the Company Shareholders: GameSquare to: (ia) to amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their termsthe Arrangement Agreement or the Plan of Arrangement; and or (iib) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.Arrangement; 6. Any any director or officer or director of the Company GameSquare is hereby authorized and directed for and on behalf of the Company GameSquare to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company or otherwise, execute and to deliver or cause to be delivered, such other for filing with the Registrar under the OBCA any and all documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents.; and 7. Any officer any one or director more directors or officers of the Company GameSquare is hereby authorized and directedauthorized, acting for and on behalf and in the name of the CompanyGameSquare, to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things asthings, as in the opinion of such person’s opinion, director or officer may be necessary necessary, desirable or desirable to give full force and useful for the purpose of giving effect to the foregoing resolutions and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of any such other document document, agreement or instrument or the doing of any such other act or thing.. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company EHT issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of the Company EHT and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company EHT shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.. 328972.00001/116443569.20 The text of the Arrangement Resolution which EHT Shareholders will be asked to pass at the EHT Meeting is as follows: (1. The ) the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) pursuant to under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Goodness Growth HoldingsSkye Bioscience, Inc. (the “CompanySKYE”), pursuant to Emerald Health Therapeutics, Inc. (“EHT”) and the arrangement agreement between the Company and Verano Holdings Corp. dated January 31securityholders of EHT, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), all as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) of EHT dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted.; (2. The plan of ) the arrangement of the Company, agreement (as it has been or may be modified, supplemented or amended from time to time in accordance with its terms, the “Arrangement Agreement”) among SKYE and EHT dated May 11, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of EHT in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of EHT in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by EHT of its terms obligations thereunder are hereby confirmed, ratified, authorized and approved; (3) the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”)) of EHT involving EHT and the securityholders of EHT implementing the Arrangement, the full text of which is set out as Appendix in Schedule ● to the Circular, is hereby authorized, approved and adopted.; 3. The Company be and (4) EHT is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or ‎supplemented and as described in the Circular).‎); 4. The: (i5) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Company (the “Company Shareholders”) EHT or that the Arrangement has been approved by the Supreme Court of British ColumbiaCourt, the directors of the Company EHT are hereby authorized and empowered, at their discretion, without further notice to to, or approval of, the shareholders of the Company Shareholders: EHT to: (ia) to amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their termsthe Arrangement Agreement or the Plan of Arrangement; and or (iib) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and Arrangement; (6) any related transactions. 6. Any director or officer or director of the Company EHT is hereby authorized and directed for and on behalf of the Company EHT to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company or otherwise, execute and to deliver or cause to be delivered, such other for filing with the Registrar under the BCBCA any and all documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents.; and (7. Any officer ) any one or director more directors or officers of the Company EHT is hereby authorized and directedauthorized, acting for and on behalf and in the name of the CompanyEHT, to execute or cause to be executed and to deliver or cause to be delivered, whether under corporate seal of EHT or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things asthings, as in the opinion of such person’s opinion, director or officer may be necessary necessary, desirable or desirable to give full force and useful for the purpose of giving effect to the foregoing resolutions and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the 328972.00001/116443569.20 completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of EHT, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by EHT, such determination to be conclusively evidenced by the execution and delivery of any such other document document, agreement or instrument or the doing of any such other act or thing.. 328972.00001/116443569.20 The text of the SKYE Resolution which SKYE Shareholders will be asked to pass at the SKYE Meeting is as follows:

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company issued prior to the Effective TimeCarlisle Shares, Carlisle Options or Carlisle Warrants; (2b) the rights and obligations of the holders of the securities of the Company Carlisle Shares, Carlisle Options and Carlisle Warrants and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way away relating to securities of the Company Carlisle Shares, Carlisle Options and Carlisle Warrants shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein. 1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCAOBCA”) involving Goodness Growth Holdings, Inc. Carlisle Goldfields Limited (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”)) of the Company accompanying the notice of this meeting, and all transactions contemplated therebyas the Arrangement may be modified or amended in accordance with its terms, are is hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)) involving the Company, the full text of which is set out as Appendix ● Schedule A to the CircularArrangement Agreement made as of October 15, 2015 between Alamos Gold Inc. and the Company (the “Arrangement Agreement”), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted. 3. The Company be and is hereby authorized to apply for a final order from Arrangement Agreement, the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement Agreement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of thereto in accordance with its obligations thereunder, terms are hereby ratified and approved. 54. Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Supreme Ontario Superior Court of British ColumbiaJustice (Commercial List), the directors of the Company are hereby authorized and empowered, at their discretion, empowered without further notice to or approval of the shareholders of the Company Shareholders: (i) to amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement Arrangement, to the extent permitted by their terms; the Arrangement Agreement or the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactionsArrangement. 65. Any one director or officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, the Director under the OBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such other documents. 76. Any one director or officer or director of the Company be and is hereby authorized and directed, directed for and on behalf of the Company, Company to execute or cause to be executed executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, as in such person’s opinion, opinion may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document document, agreement or instrument or the doing of any such other act or thing.

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company K▇▇▇▇▇▇▇ Shares and K▇▇▇▇▇▇▇ Equity Awards issued or outstanding prior to the Effective Time; , (2b) the rights and obligations of the K▇▇▇▇▇▇▇ Shareholders, holders of K▇▇▇▇▇▇▇ Equity Awards, K▇▇▇▇▇▇▇, Agnico, the securities of the Company Depositary and any trustee and registrar or transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of the Company any K▇▇▇▇▇▇▇ Shares and K▇▇▇▇▇▇▇ Equity Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth hereinin this Plan of Arrangement. 1. The arrangement (as it may be modified, supplemented or amended, the “Arrangement”) pursuant to Division 5 of Part 9 under section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCAOBCA”) involving Goodness Growth Holdings, Inc. of K▇▇▇▇▇▇▇ Lake Gold Ltd. (the “Company”), pursuant to the arrangement merger agreement between the Company and Verano Holdings Corp. Agnico Eagle Mines Limited (“Agnico”) dated January 31September 28, 20222021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Merger Agreement”), as more particularly described and set forth in the joint management information circular of the Company and Agnico dated ●n, 2022 2021 (as modified, supplemented or amended from time to time in accordance with the Merger Agreement, the “Circular”), and all transactions contemplated thereby, are hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Merger Agreement and its terms (the “Plan of Arrangement”), the full text of which is set out as Appendix ● n to the Circular, is hereby authorized, approved and adopted. 3. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Merger Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Merger Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Merger Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement. 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders holders of common shares of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Supreme Court of British ColumbiaCourt, the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the Company Shareholders: (i) to amend, modify or supplement the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by their respective terms; and (ii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions. 6. Any one director or officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement and Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, the Director under the OBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Merger Agreement, such determination to be conclusively evidenced by the execution and delivery of such other documents. 7. Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. 1. Agnico Eagle Mines Limited (“Agnico”) is hereby authorized and directed to issue up to n common shares in the capital of Agnico (the “Consideration Shares”) in connection with the acquisition of all of the issued and to be issued common shares of K▇▇▇▇▇▇▇ Lake Gold Ltd. (“K▇▇▇▇▇▇▇”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”) in accordance with a merger agreement between Agnico and K▇▇▇▇▇▇▇ dated September 28, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “Merger Agreement”), all as more particularly described and set forth in the joint management information circular dated n, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “Circular”), such number of Consideration Shares consisting of: (i) up to n Consideration Shares issuable to shareholders of K▇▇▇▇▇▇▇ pursuant to the Plan of Arrangement; (ii) up to n Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for K▇▇▇▇▇▇▇ options and upon the exercise, settlement or redemption of the K▇▇▇▇▇▇▇ restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional n Consideration Shares to account for clerical and administrative matters, including to settle fractional entitlements to Consideration Shares under the Arrangement. 2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the capital of Agnico and, at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of Agnico from time to time is hereby authorized and directed upon receipt of a direction from any one director or officer of Agnico to countersign and deliver certificates, or other evidence of issuance, in respect of the Consideration Shares. 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of Agnico (the “Agnico Shareholders”) or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Agnico are hereby authorized and empowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or approval of the Agnico Shareholders, to: (i) amend, supplement or modify the Merger Agreement or the Plan of Arrangement to the extent permitted by the Merger Agreement and the Plan of Arrangement, as applicable; (ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 4. Any one director or officer of Agnico is hereby authorized and directed, for and on behalf and in the name of Agnico, to execute or cause to be executed and to deliver or cause to be delivered, whether under corporate seal of Agnico or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument or the doing of any such other act or thing.

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company Thor Shares and Thor Incentive Awards issued prior to the Effective Time; ; (2b) the rights and obligations of the registered and beneficial holders of Thor Shares, the securities holders of Thor Incentive Awards, Thor, Adam, ExchangeCo, CallCo, the Company Depositary, the Trustee, and any trustee and transfer agent thereforor other depositary in relation thereto, shall be solely as provided for in this Plan of ArrangementArrangement and the Arrangement Agreement; and and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of the Company any Thor Shares and Thor Incentive Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.. BE IT RESOLVED THAT: 1. (i) The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under Section 192 of the Canada Business Corporations Act (British Columbiathe “CBCA”) of Thor (the “BCBCA”) involving Goodness Growth Holdings, Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement AgreementCorporation”), as more particularly described and set forth in the management information proxy circular of the Company dated ●, 2022 Corporation (the “Circular”) dated [l], 2025 accompanying the notice of this meeting, and as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated September 9, 2025 between Adam and the Corporation (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”), and all transactions contemplated thereby, are is hereby authorized, approved and adopted. 2. (ii) The plan of arrangement of the Company, Corporation (as it has been or may be modifiedamended, modified or supplemented or amended in accordance with its terms and the terms of the Arrangement Agreement and its terms (Agreement, the “Plan of Arrangement”), the full text of which is set out as in Appendix ● [l] to the Circular, is hereby authorized, approved and adopted. 3. (iii) The Company be Arrangement Agreement and related transactions, the actions of the directors of the Corporation in approving the Arrangement Agreement, the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, and causing the Corporation to perform its obligations thereunder, as well as the Corporation’s application for an interim order from the Supreme Court of British Columbia, are hereby ratified and approved. (iv) The Corporation is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approvedArrangement. 5. (v) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) Corporation or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company Corporation are hereby authorized and empoweredempowered to, at their discretion, without further notice to or approval of the Company Shareholders: shareholders of the Corporation, (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; thereby and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. 6. (vi) Any officer or director of the Company Corporation is hereby authorized and directed directed, for and on behalf of the Company Corporation, to make an application to execute and deliver for filing with the Court for an order approving the Arrangement and to execute, Director under the corporate seal CBCA articles of the Company or otherwise, arrangement and to deliver or cause to be delivered, such other documents as are may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. (vii) Any officer or director of the Company Corporation is hereby authorized and directed, for and on behalf of the CompanyCorporation, to execute or cause to be executed and to deliver or cause to be delivered, delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in as such person’s opinion, person determines may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. [To be included in the Adam Circular] (the “Company”) Notice is hereby given that a General Meeting of the Company will be held at [time] on [date] at [address] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering and, if thought fit, passing the following ordinary resolution (the “Resolution”): THAT: 1. in addition and without prejudice to all existing authorities, the directors of the Company be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares, or grant rights to subscribe for or to convert any security into shares, in the Company up to an aggregate nominal value of US$[ ˜ ] in connection with the proposed merger of the Company and Teck Resources Limited on the terms, and subject to the conditions, of the arrangement agreement between such parties (as the same may be modified, varied, revised or amended from time to time in accordance with its terms) for a period expiring on [ ˜ ] being the date that is five years after the date of this Resolution (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted after such expiry and the directors of the Company may allot shares, or grant rights to subscribe for or to convert any security into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and 2. the amended rules of the Anglo American Long-Term Incentive Plan 2020 (the “Anglo American Incentive Plan”), a copy of which is produced to the meeting and signed by the chair for the purposes of identification, be approved and the directors be authorised to: (i) make such modifications to the Anglo American Incentive Plan as they may consider necessary to obtain the approval of the relevant tax authorities (if relevant) or to take account of the requirements of the Financial Conduct Authority; and (ii) adopt the Anglo American Incentive Plan as so modified and do all acts and things necessary to operate the Anglo American Incentive Plan. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the time of circulation.] [To be included in the Adam Circular] (the “Company”) Notice is hereby given that the General Meeting of the Company will be held at [time] on [date] at [address ] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering, and if thought fit, passing the following resolution as a special resolution: 1. THAT, conditional upon the Effective Time (as defined in the arrangement agreement between the Company and Teck Resources Limited dated 9 September 2025) occurring, the name of the Company be changed to “Anglo Teck plc” pursuant to Section 77 of the Companies Act 2006. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the time of circulation.] [To be included in the Adam Circular] (the “Company”) Notice is hereby given that a General Meeting of the Company will be held at [time] on [date] at [address] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering and, if thought fit, passing the following ordinary resolution (the “Resolution”): THAT: 1. The amended remuneration policy, a copy of which is produced to the meeting and signed by the chair for the purposes of identification, be approved; and 2. The amended rules of the [Anglo American Bonus Share Plan 2020, the Anglo American Trader Incentive Plan, the Anglo American MyShare Plan, the Anglo American Share Incentive Plan, the Anglo American Non-cyclical Award Plan 2014, the Anglo American Non-cyclic Award Plan 2024, the Anglo American Sharesave Plan, the Anglo American Share Ownership Plan 2022 and the Anglo American Employee Save-As-You-Earn scheme] (together, the “Anglo American Incentive Plans”), copies of which are produced to the meeting and signed by the chair for the purposes of identification, be approved and the directors be authorised to: (i) make such modifications to the Anglo American Incentive Plan[s] as they may consider necessary to obtain the approval of the relevant tax authorities (if relevant) or to take account of the requirements of the Financial Conduct Authority; and (ii) adopt the Anglo American Incentive Plan[s] as so modified and do all acts and things necessary to operate the Anglo American Incentive Plans. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the time of circulation.]

Paramountcy. From and after the Effective Time: , (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company Shares issued prior to the Effective Time; , (2b) the rights and obligations of the holders of the securities of the Company Shareholders, and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.. BE IT RESOLVED THAT: 1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under Section 193 of the Business Corporations Act (British ColumbiaAlberta) (the “BCBCAABCA”) involving Goodness Growth Holdings, Inc. of TransGlobe Energy Corporation (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) dated l, 2014 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.), and all transactions contemplated thereby, are is hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, Company (as it has been or may be modifiedamended, modified or supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out as in Appendix ● “l“ to the Circular, is hereby authorized, approved and adopted. 3. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i%3) Arrangement Agreement and all the transactions contemplated therein; related transactions, (ii%3) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; , and (iii%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement Agreement, and any modificationsamendments, modifications or supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. The Company be and is hereby authorized to apply for a final order from the Alberta Court of Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Supreme Alberta Court of British ColumbiaQueen’s Bench, the directors of the Company are hereby authorized and empowered, at their discretionempowered to, without further notice to or approval of the Company Shareholders: shareholders of the Company, (i%3) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; the Arrangement Agreement and (ii%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. 6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to make an application to execute and deliver for filing with the Court for an order approving the Arrangement and to execute, Registrar under the corporate seal ABCA articles of the Company or otherwise, arrangement and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Company is hereby authorized and directed, directed for and on behalf of the Company, Company to execute or cause to be executed and to deliver or cause to be delivered, delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in as such person’s opinion, person determines may be necessary or desirable to give full force and effect to the foregoing resolutions resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT: 1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved. 2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. 4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company ▇▇▇▇▇▇▇▇ Shares and ▇▇▇▇▇▇▇▇ Equity Awards issued or outstanding prior to the Effective Time; , (2b) the rights and obligations of the ▇▇▇▇▇▇▇▇ Shareholders, holders of ▇▇▇▇▇▇▇▇ Equity Awards, ▇▇▇▇▇▇▇▇, Agnico, the securities of the Company Depositary and any trustee and registrar or transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of the Company any ▇▇▇▇▇▇▇▇ Shares and ▇▇▇▇▇▇▇▇ Equity Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth hereinin this Plan of Arrangement. 1. The arrangement (as it may be modified, supplemented or amended, the “"Arrangement”") pursuant to Division 5 of Part 9 under section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCA”"OBCA") involving Goodness Growth Holdings, Inc. of ▇▇▇▇▇▇▇▇ Lake Gold Ltd. (the “"Company”"), pursuant to the arrangement merger agreement between the Company and Verano Holdings Corp. Agnico Eagle Mines Limited ("Agnico") dated January 31September 28, 20222021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement "Merger Agreement”"), as more particularly described and set forth in the joint management information circular of the Company and Agnico dated ●•, 2022 2021 (as modified, supplemented or amended from time to time in accordance with the “Merger Agreement, the "Circular”"), and all transactions contemplated thereby, are hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Merger Agreement and its terms (the “"Plan of Arrangement”"), the full text of which is set out as Appendix ● • to the Circular, is hereby authorized, approved and adopted. 3. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Merger Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Merger Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Merger Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement. 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders holders of common shares of the Company (the “"Company Shareholders”") or that the Arrangement has been approved by the Supreme Court of British ColumbiaCourt, the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the Company Shareholders: (i) to amend, modify or supplement the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by their respective terms; and (ii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions. 6. Any one director or officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement and Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, the Director under the OBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Merger Agreement, such determination to be conclusively evidenced by the execution and delivery of such other documents. 7. Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s 's opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. 1. Agnico Eagle Mines Limited ("Agnico") is hereby authorized and directed to issue up to ♦ common shares in the capital of Agnico (the "Consideration Shares") in connection with the acquisition of all of the issued and to be issued common shares of ▇▇▇▇▇▇▇▇ Lake Gold Ltd. ("▇▇▇▇▇▇▇▇") pursuant to a plan of arrangement (the "Plan of Arrangement") under section 182 of the Business Corporations Act (Ontario) (the "Arrangement") in accordance with a merger agreement between Agnico and ▇▇▇▇▇▇▇▇ dated September 28, 2021, as it may be amended, supplemented or otherwise modified from time to time (the "Merger Agreement"), all as more particularly described and set forth in the joint management information circular dated ♦, 2021, as it may be amended, supplemented or otherwise modified from time to time (the "Circular"), such number of Consideration Shares consisting of: (i) up to ♦ Consideration Shares issuable to shareholders of ▇▇▇▇▇▇▇▇ pursuant to the Plan of Arrangement; (ii) up to ♦ Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for ▇▇▇▇▇▇▇▇ options and upon the exercise, settlement or redemption of the ▇▇▇▇▇▇▇▇ restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional ♦ Consideration Shares to account for clerical and administrative matters, including to settle fractional entitlements to Consideration Shares under the Arrangement. 2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the capital of Agnico and, at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of Agnico from time to time is hereby authorized and directed upon receipt of a direction from any one director or officer of Agnico to countersign and deliver certificates, or other evidence of issuance, in respect of the Consideration Shares. 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of Agnico (the "Agnico Shareholders") or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Agnico are hereby authorized and empowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or approval of the Agnico Shareholders, to: (i) amend, supplement or modify the Merger Agreement or the Plan of Arrangement to the extent permitted by the Merger Agreement and the Plan of Arrangement, as applicable; (ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 4. Any one director or officer of Agnico is hereby authorized and directed, for and on behalf and in the name of Agnico, to execute or cause to be executed and to deliver or cause to be delivered, whether under corporate seal of Agnico or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument or the doing of any such other act or thing.

Paramountcy. From and after the Effective Time: : (1i) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company TMX Group Shares and TMX Group Options issued prior to the Effective Time; , (2ii) the rights and obligations of the registered holders of TMX Group Shares and TMX Group Options, and TMX Group, Maple, the securities of the Company Depositary and any trustee and transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3iii) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) ), only with respect to or in connection with this Plan of Arrangement, based on or in any way relating to securities of the Company any TMX Group Shares or TMX Group Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. 1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under Section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCAOBCA”) involving Goodness Growth Holdings, of TMX Group Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement AgreementTMX Group”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) dated  of TMX Group accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the support agreement (the “Support Agreement”) made as of October 30, 2011, between TMX Group and Maple Group Acquisition Corporation), and all transactions contemplated thereby, are is hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, TMX Group (as it has been or may be modifiedamended, modified or supplemented or amended in accordance with the Arrangement Support Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out as Appendix ● in Schedule A to the CircularSupport Agreement, is hereby authorized, approved and adopted. 3. The Company (i) Support Agreement and related transactions, (ii) actions of the directors of TMX Group in approving the Support Agreement, and (iii) actions of the directors and officers of TMX Group in executing and delivering the Support Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. TMX Group be and is hereby authorized to apply for a final order from the Supreme Ontario Superior Court of British ‎Columbia Justice to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Support Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approvedCircular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) TMX Group or that the Arrangement has been approved by the Supreme Ontario Superior Court of British ColumbiaJustice, the directors of the Company TMX Group are hereby authorized and empowered, at their discretionempowered to, without further notice to or approval of the Company Shareholders: shareholders of TMX Group, (i) to amend, modify or supplement the Arrangement Support Agreement or the Plan of Arrangement to the extent permitted by their terms; the Support Agreement and the Plan of Arrangement and (ii) subject to the terms of the Arrangement Support Agreement, not to proceed with the Arrangement and any related transactions. 6. Any officer or director of the Company TMX Group is hereby authorized and directed for and on behalf of TMX Group to execute and deliver for filing with the Company to make an application to the Court for an order approving the Arrangement and to execute, Director under the corporate seal OBCA articles of the Company or otherwise, arrangement and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Support Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Company TMX Group is hereby authorized and directed, directed for and on behalf of the Company, TMX Group to execute or cause to be executed and to deliver or cause to be delivered, delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in as such person’s opinion, Person determines may be necessary or desirable to give full force and effect to the foregoing resolutions resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. 1 Consent under the TMX Group Credit Agreement. 2 Consents under the Credit Agreement between Natural Gas Exchange Inc. and The Toronto- Dominion Bank dated November 1, 2007 and found under section 12.58 in the TMX Group Data Room. 3 Consents under the Credit Facility between Canadian Derivatives Clearing Corporation and Royal Bank of Canada dated April 29, 2009 and found under section 12.57 in the TMX Group Data Room.

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the any Company Incentive Securities issued and outstanding prior to the Effective Time; ; (2b) the rights and obligations of the holders of Company Shares, any Company Incentive Securities, the securities of the Company Depositary and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way away relating to securities of the Company Shares or any Company Incentive Securities shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein.. SCHEDULE B ARRANGEMENT RESOLUTION 1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under Section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCAOBCA”) involving Goodness Growth Holdingsof Neo Performance Materials, Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”)) among the Company, 2671219 Ontario Inc. and Luxfer Holdings PLC dated December 18, 2018, all as more particularly described and set forth in the management information circular of the Company dated ●, 2022 2019 (the “Circular”), and all transactions contemplated thereby, are accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, Company (as it has been or may be modifiedamended, modified or supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out as in Appendix ● to the Circular, is hereby authorized, approved and adopted. 3. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; related transactions, (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; , and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement Agreement, and any modificationsamendments, modifications or supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Supreme Court of British ColumbiaCourt, the directors of the Company are hereby authorized and empoweredempowered to, at their discretion, without further notice to or approval of the Company Shareholdersshareholders of the Company: (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their termsthe Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. 6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to make an application to execute and deliver for filing with the Court for an order approving the Arrangement and to execute, Director under the corporate seal OBCA articles of the Company or otherwise, arrangement and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Company is hereby authorized and directed, directed for and on behalf of the Company, Company to execute or cause to be executed and to deliver or cause to be delivered, delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in as such person’s opinion, person determines may be necessary or desirable to give full force and effect to the foregoing resolutions resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.. SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company Affected Securities issued prior to the Effective Time; (2) the rights and obligations of the holders Affected Securityholders and of the securities of the Company and any trustee and transfer agent, trustee, agent therefor, or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of the Company any Affected Securities shall be deemed to have been settled, compromised, released and determined without liability liability, except as set forth herein.in this Plan of Arrangement. {B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under Section 192 of the Canada Business Corporations Act (British Columbia) (the “BCBCACBCA”) involving Goodness Growth Holdings, HNZ Group Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement AgreementCorporation”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) of the Corporation dated l, 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, ▇▇▇ ▇. ▇▇▇▇ and PHI, Inc. (the “Arrangement Agreement”)), and all transactions contemplated thereby, are is hereby authorized, approved and adopted. 2. The plan of arrangement of the Company, Corporation (as it has been or may be modifiedamended, modified or supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out as Appendix ● in Schedule “l” to the Circular, is hereby authorized, approved and adopted. 3. The Company be (23) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation is hereby authorized to apply for a final order from the Supreme Superior Court of British ‎Columbia Quebec to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approvedCircular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) Corporation or that the Arrangement has been approved by the Supreme Superior Court of British ColumbiaQuebec, the directors of the Company Corporation are hereby authorized and empowered, at their discretionempowered to, without further notice to or approval of the Company Shareholders: shareholders of the Corporation, (i23) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; the Arrangement Agreement and the Plan of Arrangement and (ii23) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. 6. Any officer or director of the Company Corporation is hereby authorized and directed for and on behalf of the Company Corporation to make an application to execute and deliver for filing with the Court for an order approving the Arrangement and to execute, Director under the corporate seal CBCA articles of the Company or otherwise, arrangement and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Company Corporation is hereby authorized and directed, directed for and on behalf of the Company, Corporation to execute or cause to be executed and to deliver or cause to be delivered, delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in as such person’s opinion, person determines may be necessary or desirable to give full force and effect to the foregoing resolutions resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.. {B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company BMG Securities issued prior to the Effective Time; (2b) the rights and obligations of the holders of the securities of the Company BMG Securities and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company BMG Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. 1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under Section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Goodness Growth Holdings, Battle Mountain Gold Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement AgreementBMG”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 Management Proxy Circular (the “Circular”) of BMG dated [•], 2017 accompanying the notice of this meeting (as the Arrangement may be modified or amended), is hereby authorized and all transactions contemplated thereby, are hereby authorized, approved and adopted.approved; 2. The plan of arrangement of the Companyarrangement, as it may be or has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”), involving BMG and implementing the Arrangement, the full text of which is set out as in Appendix ● [•] to the CircularCircular (as the Plan of Arrangement may be, or may have been, modified or amended), is hereby authorized, approved and adopted.; 3. The Company be arrangement agreement (the “Arrangement Agreement”) between BMG and is hereby authorized to apply for a final order from Gold Standard Ventures Corp., dated April 11, 2017, the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company BMG in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company BMG in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, thereto are hereby ratified and approved.; 54. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders securityholders of the Company (the “Company Shareholders”) BMG or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company BMG are hereby authorized and empowered, at their discretion, without further notice to to, or approval of, the securityholders of the Company Shareholders: BMG: (ia) to amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their termsthe Arrangement Agreement or the Plan of Arrangement; and or (iib) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.Arrangement; 65. Any officer or director of the Company BMG is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement and BMG to execute, under the corporate seal of the Company BMG or otherwise, and to deliver such documents as are necessary to desirable to the Registrar under the BCBCA in accordance with the Arrangement Agreement for filing. 6. Any officer or director of BMG is hereby authorized and directed for and on behalf of BMG to execute and deliver , whether under corporate seal of BMG or not, all such agreements, forms waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be delivered, done all such other documents acts and things as are necessary in the opinion of such director or officer may be necessary, desirable to give or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, such determination including: (a) all actions required to be conclusively evidenced taken by the execution and delivery of such other documents. 7. Any officer or director of the Company is hereby authorized and directed, for and on behalf of BMG, and all necessary filings and obtaining the Companynecessary approvals, to execute consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or cause declarations required under the Arrangement Agreement or otherwise to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced entered into by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.BMG;

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company GameSquare issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of the Company GameSquare and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company GameSquare shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.. 4869-1584-5952\3 66314327.5 87171082.3 The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows: 1. The the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) pursuant to Division 5 of Part 9 under Section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCAOBCA”) involving Goodness Growth HoldingsEngine Gaming & Media, Inc. (the “CompanyEngine Gaming”), pursuant to GameSquare Esports Inc. (“GameSquare”) and the arrangement agreement between the Company and Verano Holdings Corp. dated January 31securityholders of GameSquare, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), all as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) of GameSquare dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted.; 2. The plan of the arrangement of the Company, agreement (as it has been or may be modified, supplemented or amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its terms obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”)) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out as Appendix in Schedule ● to the Circular, is hereby authorized, approved and adopted.; 34. The Company be and GameSquare is hereby authorized to apply for a final order from the Supreme Ontario Superior Court of British ‎Columbia Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or ‎supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved.); 5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Company (the “Company Shareholders”) GameSquare or that the Arrangement has been approved by the Supreme Court of British ColumbiaCourt, the directors of the Company GameSquare are hereby authorized and empowered, at their discretion, without further notice to to, or approval of, the shareholders of the Company Shareholders: GameSquare to: (ia) to amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their termsthe Arrangement Agreement or the Plan of Arrangement; and or (iib) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.Arrangement; 6. Any any director or officer or director of the Company GameSquare is hereby authorized and directed for and on behalf of the Company GameSquare to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company or otherwise, execute and to deliver or cause to be delivered, such other for filing with the Registrar under the OBCA any and all documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents.; and 7. Any officer any one or director more directors or officers of the Company GameSquare is hereby authorized and directedauthorized, acting for and on behalf and in the name of the CompanyGameSquare, to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things asthings, as in the opinion of such person’s opinion, director or officer may be necessary necessary, desirable or desirable to give full force and useful for the purpose of giving effect to the foregoing resolutions and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of any such other document document, agreement or instrument or the doing of any such other act or thing.. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of the Company and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: 1. The arrangement (the “Arrangement”) pursuant to under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Goodness Growth Holdings, Harvest Health & Recreation Inc. (the “CompanyHarvest”), ) and its securityholders pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”)) between Harvest and Trulieve Cannabis Corp. dated May 10, 2021, all as more particularly described and to be set forth in the management information circular of the Company dated ●, 2022 Harvest (the “Circular”) accompanied by the notice of the meeting (as the Arrangement may be modified or amended in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted. 2. The plan of arrangement of the Companyarrangement, as it has been or may be modified, supplemented modified or amended in accordance with the Arrangement Agreement and its terms terms, involving Harvest (the “Plan of Arrangement”)) and its securityholders, the full text of which is set out as Appendix ● Schedule “A” to the Circular, is hereby authorized, approved and adopted. 3. The Company Arrangement Agreement, as it may be amended from time to time in accordance with its terms, all the transactions contemplated therein, the actions of the directors of Harvest in approving the Arrangement and the Arrangement Agreement, and the actions of the officers of Harvest in executing and delivering the Arrangement Agreement and causing the performance by Harvest of its obligations thereunder, are hereby ratified and approved. 4. Harvest be and is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented supplemented and as described in the Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approvedCircular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Company Shareholders (as defined in the Company (the “Company Shareholders”Arrangement Agreement) or that the Arrangement has been approved by the Supreme Court of British ColumbiaColumbia (the “Court”), the directors of the Company Harvest are hereby authorized and empowered, at their discretion, without further notice to or approval of the Company Shareholders: (i) : a. to amend, amend or modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their termsthe Arrangement Agreement or the Plan of Arrangement; and (ii) and b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and at any related transactionstime prior to the Effective Time (as defined in the Arrangement Agreement). 6. Any officer or director of the Company Harvest is hereby authorized and directed for and on behalf of the Company Harvest to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company Harvest or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such other documents. 7. Any officer or director of the Company Harvest is hereby authorized and directed, directed for and on behalf of the Company, Harvest to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any other such other act or thing. The following representations and warranties of the Company are qualified in their entirety with reference to the Company Disclosure Letter.

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company issued prior to the Effective Time; (2b) the rights and obligations of the holders of the securities of the Company and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1. The ) the arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 under section 182 of the Business Corporations Act (British ColumbiaOntario) (the “BCBCAOBCA”) involving Goodness Growth HoldingsTilray Brands, Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the “Company”)securityholders of HEXO, pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), all as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) of HEXO accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms), and all transactions contemplated thereby, are hereby authorized, approved and adopted.; (2. The plan ) the arrangement agreement (the “Arrangement Agreement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of arrangement which is attached as a schedule to the Circular, the actions of the Company, as it has been or may be modified, supplemented or amended directors of HEXO in accordance with approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of HEXO in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto and causing the performance by HEXO of its terms obligations thereunder, are hereby ratified and approved; (3) the plan of arrangement (the “Plan of Arrangement”)) of HEXO implementing the Arrangement, the full text of which is set out as Appendix ● in Schedule “A” to the CircularArrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms), is hereby authorized, approved and adopted.; 3. The Company be and (4) HEXO is hereby authorized to apply for a final order from the Supreme Ontario Superior Court of British ‎Columbia Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement Agreement and the Plan of Arrangement (as they may be amendedbe, modified or ‎supplemented and as described in the Circular).‎may have been, modified, amended or supplemented); 4. The: (i5) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved) by the shareholders of the Company (the “Company Shareholders”) HEXO entitled to vote thereon or that the Arrangement has been approved by the Supreme Court of British ColumbiaCourt, the directors of the Company HEXO (other than interested directors required to abstain from voting) are hereby authorized and empowered, at their discretion, without further notice to to, or approval of, the shareholders of the Company Shareholders: HEXO to: (ia) to amendmodify, modify amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their termsthe Arrangement Agreement or the Plan of Arrangement; and or (iib) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.; (6. Any ) any director or officer or director of the Company HEXO is hereby ▇▇▇▇▇▇ authorized and directed for and on behalf of the Company HEXO to make an application execute or cause to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company or otherwise, be executed and to deliver or cause caused to be delivered, delivered such other documents as are necessary or desirable in accordance with the Arrangement Agreement for filing; and (7) any one or more directors or officers of HEXO is hereby authorized, for and on behalf and in the name of HEXO, to give execute or caused to be executed and deliver or cause to be delivered, whether under corporate seal of HEXO or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the Plan completion of the Arrangement in accordance with the terms of the Arrangement Agreement, ; such determination to be conclusively evidenced by the execution and delivery of such other documents. 7. Any officer or director of the Company is hereby authorized agreement, form, waiver, notice, certificate, confirmation and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or and instrument or the doing of any such other act or thing, including: (a) all actions required to be taken by or on behalf of HEXO, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by HEXO.