Common use of Paramountcy Clause in Contracts

Paramountcy. From and after the Effective Time: (a) 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; (b) 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 (c) 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”) under section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Tilray Brands, Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the securityholders of HEXO, all as more particularly described and set forth in the management information circular (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 arrangement agreement (the “Arrangement Agreement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of HEXO in 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 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 in Schedule “A” to the Arrangement 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; (4) HEXO 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, or may have been, modified, amended or supplemented); (5) notwithstanding that this resolution has been passed (and the Arrangement approved) by the shareholders of HEXO entitled to vote thereon or that the Arrangement has been approved by the Court, the directors of HEXO (other than interested directors required to abstain from voting) are hereby authorized and empowered, without further notice to, or approval of, the shareholders of HEXO to: (a) modify, amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement and any related transactions; (6) any director or officer of HEXO is ▇▇▇▇▇▇ authorized and directed for and on behalf of HEXO to execute or cause to be executed and to deliver or caused to be 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 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 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 agreement, form, waiver, notice, certificate, confirmation and other document and instrument or the doing of any such 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.

Paramountcy. From and after the Effective Time: (a1) 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; (b2) the rights and obligations of the holders of the securities of the Company EHT and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and (c3) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT328972.00001/116443569.20 The text of the Arrangement Resolution which EHT Shareholders will be asked to pass at the EHT Meeting is as follows: (1) the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under section 182 Division 5 of Part 9 of the Business Corporations Act (OntarioBritish Columbia) (the “OBCABCBCA”) involving Tilray BrandsSkye Bioscience, Inc. (“TilraySKYE”) and HEXO Corp. ), Emerald Health Therapeutics, Inc. (“HEXOEHT”) and the securityholders of HEXOEHT, all as more particularly described and set forth in the management information circular (the “Circular”) of HEXO EHT dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified, modified or amended or supplemented in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted; (2) the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) between Tilray among SKYE and HEXO EHT dated April 10May 11, 2023 2022 and all the transactions contemplated therein, the full text of which is attached as a schedule Schedule ● to the Circular, the actions of the directors of HEXO EHT in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of HEXO EHT in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements amendments thereto and causing the performance by HEXO EHT of its obligations thereunder, thereunder are hereby ratified 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 HEXO EHT involving EHT and the securityholders of EHT implementing the Arrangement, the full text of which is set out in Schedule “A” ● to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms)Circular, is hereby authorized, approved and adopted; (4) HEXO EHT is hereby authorized to apply for a final order from the Ontario Superior Supreme Court of Justice (Commercial List) British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, amended supplemented or supplementedamended); (5) notwithstanding that this resolution has been passed (and the Arrangement approvedapproved and agreed to) by the shareholders of HEXO entitled to vote thereon EHT or that the Arrangement has been approved by the Court, the directors of HEXO (other than interested directors required to abstain from voting) EHT are hereby authorized and empowered, without further notice to, or approval of, the shareholders of HEXO EHT to: (a) modify, amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement and any related transactionsArrangement; (6) any director or officer of HEXO EHT is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO EHT to execute or cause to be executed and to deliver or caused 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 in accordance with the Arrangement Agreement for filingor the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and (7) any one or more directors or officers of HEXO EHT is hereby authorized, acting for and on behalf and in the name of HEXOEHT, to execute or caused to be executed and deliver or cause to be delivered, whether under corporate seal of HEXO EHT 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 matters authorized hereby, the Arrangement Agreement and the 328972.00001/116443569.20 completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement; such determination to be conclusively evidenced by the execution and delivery of such agreement, form, waiver, notice, certificate, confirmation and other document and instrument or the doing of any such act or thing, including: (a) all actions required to be taken by or on behalf of HEXOEHT, 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.EHT, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such 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: : (a) 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; ; (b) 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 and registrar thereforor other depositary in relation thereto, shall be solely as provided for in this Plan of ArrangementArrangement and the Arrangement Agreement; and and (c) 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 BY SPECIAL RESOLUTION THAT: (1i) the The arrangement (the “Arrangement”) under section 182 Section 192 of the Canada Business Corporations Act (Ontariothe “CBCA”) of Thor (the “OBCACorporation”) involving Tilray Brands), Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the securityholders of HEXO, all as more particularly described and set forth in the management information proxy circular of the Corporation (the “Circular”) of HEXO dated [l], 2025 accompanying the notice of this meeting (meeting, and as the Arrangement may bebe amended, modified or supplemented in accordance with the arrangement agreement dated September 9, 2025 between Adam and the Corporation (as it may have beenfrom time to time be amended, modifiedmodified or supplemented, amended the “Arrangement Agreement”), is hereby authorized, approved and adopted. (ii) The plan of arrangement of the Corporation (as it may be amended, modified or supplemented in accordance with its terms)terms and the terms of the Arrangement Agreement, and all transactions contemplated thereby, are hereby authorized, approved and adopted; (2) the arrangement agreement (the “Arrangement AgreementPlan of Arrangement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein), the full text of which is attached as a schedule set out in Appendix [l] to the Circular, is hereby authorized, approved and adopted. (iii) The Arrangement Agreement and related transactions, the actions of the directors of HEXO the Corporation in approving the Arrangement and the Arrangement Agreement and Agreement, the actions of the directors and officers of HEXO the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto thereto, and causing the performance by HEXO of 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;. (3iv) the plan of arrangement (the “Plan of Arrangement”) of HEXO implementing the Arrangement, the full text of which is set out in Schedule “A” to the Arrangement 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; (4) HEXO The Corporation is hereby authorized to apply for a final order from the Ontario Superior Supreme Court of Justice (Commercial List) (the “Court”) British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, amended or supplemented);Arrangement. (5v) notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approvedadopted) by the shareholders of HEXO entitled to vote thereon the Corporation or that the Arrangement has been approved by the CourtSupreme Court of British Columbia, the directors of HEXO (other than interested directors required to abstain from voting) the Corporation are hereby authorized and empoweredempowered to, at their discretion, without further notice to, to or approval of, of the shareholders of HEXO to: the Corporation, (ai) modifyamend, amend modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or thereby and (bii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions;. (6vi) any Any officer or director or officer of HEXO the Corporation is ▇▇▇▇▇▇ hereby authorized and directed directed, for and on behalf of HEXO the Corporation, to execute or cause to be executed and to deliver or caused to be delivered for filing with the Director under the CBCA articles of arrangement and such other documents as are may be 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 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 give effect to these resolutions, the Arrangement Agreement and the 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 agreementarticles of arrangement and any such other documents. (vii) Any officer or director of the Corporation is hereby authorized and directed, formfor and on behalf of the Corporation, waiverto 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 resolutions and the matters authorized thereby, notice, certificate, confirmation such determination to be conclusively evidenced by the execution and other delivery of such document and or instrument or the doing of any such 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, includingif 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: (ai) all actions required make such modifications to be taken by the Anglo American Incentive Plan as they may consider necessary to obtain the approval of the relevant tax authorities (if relevant) or on behalf to take account of HEXO, and all necessary filings and obtaining the necessary approvals, consents and acceptances requirements of appropriate regulatory authoritiesthe Financial Conduct Authority; and (bii) adopt the signing 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 certificatesBoard_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, consents and other documents or declarations required under EC1N 6RA Registered Number 03564138 [Explanatory notes to the Arrangement Agreement or otherwise Notice of the Adam General Meeting to be entered into 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 HEXOthe 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: , (a) 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; , (b) the rights and obligations of the holders of the securities of the Company Shareholders, and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and , and (c) 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 BY SPECIAL RESOLUTION THAT: (1) the . The arrangement (the “Arrangement”) under section 182 Section 193 of the Business Corporations Act (OntarioAlberta) (the “OBCAABCA”) involving Tilray Brandsof TransGlobe Energy Corporation (the “Company”), Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the securityholders of HEXO, all as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of HEXO the Company accompanying the notice of this meeting (as the Arrangement may bebe amended, or may have been, modified, amended modified or supplemented in accordance with its terms), and all transactions contemplated thereby, are hereby authorized, approved and adopted; (2) the arrangement definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between Tilray the Company and HEXO dated April 10Caracal Energy Inc.), 2023 is hereby authorized, approved and all the transactions contemplated therein, the full text adopted. 2. The plan of which is attached as a schedule to the Circular, the actions arrangement of the directors of HEXO Company (as it has been or may be amended, modified or supplemented in approving the Arrangement and accordance with 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 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 in Schedule Appendix “A” l“ to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms)Circular, is hereby authorized, approved and adopted;. 3. 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. 4) HEXO . The Company be and is hereby authorized to apply for a final order from the Ontario Superior Alberta Court of Justice (Commercial List) (the “Court”) Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, amended or supplementedsupplemented and as described in the Circular);. (5) notwithstanding . Notwithstanding that this resolution has been passed (and the Arrangement approvedadopted) by the shareholders of HEXO entitled to vote thereon the Company or that the Arrangement has been approved by the CourtAlberta Court of Queen’s Bench, the directors of HEXO (other than interested directors required to abstain from voting) the Company are hereby authorized and empoweredempowered to, without further notice to, to or approval of, of the shareholders of HEXO to: the Company, (a%3) modifyamend, amend modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or and (b%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions;. (6) any . Any officer or director or officer of HEXO the Company is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO the Company to execute or cause to be executed and to deliver or caused to be delivered for filing with the Registrar under the ABCA articles of arrangement and 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 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 give effect to these resolutions, the Arrangement Agreement and the 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 agreementarticles of arrangement and any 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 such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, form, waiver, notice, certificate, confirmation such determination to be conclusively evidenced by the execution and other delivery of such document and or instrument or the doing of any such act or thing, including. BE IT RESOLVED THAT: 1. The performance by Caracal Energy Inc. (athe “Company”) all 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 required to be taken by or on behalf of HEXOthe directors of the Company in approving the Arrangement Agreement, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b%3) the signing actions of the certificatesdirectors and officers of the Company in executing and delivering the Arrangement Agreement, consents and other documents any amendments, modifications or declarations required under 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 otherwise 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 entered into 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 HEXOthe execution and delivery of such document or instrument or the doing of any such act or thing.

Paramountcy. From and after the Effective Time: : (a) 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; , (b) 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 and registrar thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (c) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1) the The arrangement (as it may be modified, supplemented or amended, the “"Arrangement”") under section 182 of the Business Corporations Act (Ontario) (the “"OBCA”") involving Tilray Brandsof ▇▇▇▇▇▇▇▇ Lake Gold Ltd. (the "Company"), Inc. pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited (“Tilray”"Agnico") and HEXO Corp. dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (“HEXO”) and the securityholders of HEXO"Merger Agreement"), all as more particularly described and set forth in the joint management information circular (of the “Circular”) of HEXO accompanying the notice of this meeting Company and Agnico dated •, 2021 (as the Arrangement may be, or may have been, modified, supplemented or amended or supplemented from time to time in accordance with its termsthe Merger Agreement, the "Circular"), and all transactions contemplated thereby, are hereby authorized, approved and adopted;. (2) . The plan of arrangement of the arrangement agreement Company, as it has been or may be modified, supplemented or amended in accordance with the Merger Agreement and its terms (the “Arrangement Agreement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein"Plan of Arrangement"), the full text of which is attached set out as a schedule Appendix • to the Circular, is hereby authorized, approved and adopted. 3. The: (i) Merger Agreement and all the transactions contemplated therein; (ii) actions of the directors of HEXO the Company in approving the Arrangement and the Arrangement Agreement Merger Agreement; and the (iii) actions of the directors and officers of HEXO the Company in executing and delivering the Arrangement Merger Agreement and any amendmentsmodifications, modifications supplements or supplements thereto amendments thereto, and causing the performance by HEXO the Company of its 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 in Schedule “A” to the Arrangement 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; (4) HEXO . 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 (as they may be, or may have been, modified, amended or supplemented);Arrangement. (5) notwithstanding . Notwithstanding that this resolution has been passed (and the Arrangement approvedadopted) by the shareholders holders of HEXO entitled to vote thereon common shares of the Company (the "Company Shareholders") or that the Arrangement has been approved by the Court, the directors of HEXO (other than interested directors required to abstain from voting) the Company are hereby authorized and empowered, at their discretion, without further notice to, to or approval ofof the Company Shareholders: (i) to amend, the shareholders of HEXO to: (a) modify, amend modify or supplement the Merger Agreement or the Plan of Arrangement to the extent permitted by their respective terms; and (ii) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 6. Any one director or officer 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, to execute, under the corporate seal of the Company or otherwise, and to deliver to 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 Merger Agreement. 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 ♦ 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 Arrangement Merger Agreement or and the Plan of Arrangement, as applicable; or (bii) 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 Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions;. (6) any 4. Any one director or officer of HEXO Agnico is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO to execute or cause to be executed and to deliver or caused to be 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 authorizeddirected, for and on behalf and in the name of HEXOAgnico, to execute or caused cause to be executed and to deliver or cause to be delivered, whether under corporate seal of HEXO Agnico or otherwise, all such agreements, forms, waivers, notices, certificatecertificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, 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 these resolutions, the Arrangement Agreement foregoing resolutions and the completion of the Arrangement in accordance with the terms of the Arrangement Agreement; matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such agreementdocument, form, waiver, notice, certificate, confirmation and other document and agreement or 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.

Paramountcy. From and after the Effective Time: : (ai) 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; , (bii) 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 and registrar thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (ciii) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1) the The arrangement (the “Arrangement”) under section Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Tilray Brands, of TMX Group Inc. (“TilrayTMX Group”) and HEXO Corp. (“HEXO”) and the securityholders of HEXO), all as more particularly described and set forth in the management information circular (the “Circular”) dated  of HEXO TMX Group accompanying the notice of this meeting (as the Arrangement may bebe amended, or may have been, modified, amended modified or supplemented in accordance with its termsthe 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 arrangement agreement (the “Arrangement Agreement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of HEXO in 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 obligations thereunder, are hereby ratified and approved; (3) the . The plan of arrangement of TMX Group (as it has been or may be amended, modified or supplemented in accordance with the Support Agreement (the “Plan of Arrangement”) of HEXO implementing the Arrangement)), the full text of which is set out in Schedule “A” A to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms)Support Agreement, is hereby authorized, approved and adopted;. 3. The (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) HEXO . TMX Group 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 Support Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, amended or supplementedsupplemented and as described in the Circular);. (5) notwithstanding . Notwithstanding that this resolution has been passed (and the Arrangement approvedadopted) by the shareholders of HEXO entitled to vote thereon TMX Group or that the Arrangement has been approved by the CourtOntario Superior Court of Justice, the directors of HEXO (other than interested directors required to abstain from voting) TMX Group are hereby authorized and empoweredempowered to, without further notice to, to or approval of, of the shareholders of HEXO to: TMX Group, (ai) modifyamend, amend modify or supplement the Arrangement Support Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Support Agreement or and the Plan of Arrangement; or Arrangement and (bii) subject to the terms of the Arrangement Support Agreement, not to proceed with the Arrangement and any related transactions;. (6) any . Any officer or director or officer of HEXO TMX Group is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO TMX Group to execute or cause to be executed and to deliver or caused to be delivered for filing with the Director under the OBCA articles of arrangement and 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 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 give effect to these resolutions, the Arrangement Agreement and the completion of the Arrangement in accordance with the terms of the Arrangement Support Agreement; , such determination to be conclusively evidenced by the execution and delivery of such agreementarticles of arrangement and any such other documents. 7. Any officer or director of TMX Group is hereby authorized and directed for and on behalf of TMX Group 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, form, waiver, notice, certificate, confirmation such determination to be conclusively evidenced by the execution and other delivery of such document and or instrument or the doing of any such 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 . 1 Consent under the Arrangement TMX Group Credit Agreement. 2 Consents under the Credit Agreement or otherwise to be entered into by HEXObetween 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: (a) 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; (b) 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 and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and (c) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1) the The arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Tilray BrandsCarlisle Goldfields Limited (the “Company”), Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the securityholders of HEXO, all as more particularly described and set forth in the management information circular (the “Circular”) of HEXO the Company accompanying the notice of this meeting (meeting, as the Arrangement may be, be modified or may have been, modified, amended or supplemented in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted;. (2) the . The plan of arrangement agreement (the “Arrangement AgreementPlan of Arrangement”) between Tilray and HEXO dated April 10, 2023 and all involving the transactions contemplated thereinCompany, the full text of which is attached set out as a schedule 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 Arrangement Agreement, the actions of the directors of HEXO the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of HEXO the Company in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements amendments thereto and causing the performance by HEXO of in accordance with its obligations thereunder, terms are hereby ratified and approved;. 4. Notwithstanding that this resolution has been passed (3) the plan of arrangement (the “Plan of Arrangement”) of HEXO implementing the Arrangement, the full text of which is set out in Schedule “A” to the Arrangement Agreement (as and the Plan of Arrangement may be, adopted) by the shareholders of the Company or may have been, modified, amended or supplemented in accordance with its terms), is hereby authorized, that the Arrangement has been approved and adopted; (4) HEXO is hereby authorized to apply for a final order from by 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, or may have been, modified, amended or supplemented); (5) notwithstanding that this resolution has been passed (and the Arrangement approved) by the shareholders of HEXO entitled to vote thereon or that the Arrangement has been approved by the Court, the directors of HEXO (other than interested directors required to abstain from voting) the Company are hereby authorized and empowered, empowered without further notice to, to or approval of, of the shareholders of HEXO to: the Company (ai) modify, to amend or supplement the Arrangement Agreement or the Plan of Arrangement Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or , and (bii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions;Arrangement. (6) any 5. Any one director or officer of HEXO the Company be and is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO the Company to execute execute, under the corporate seal of the Company or cause to be executed otherwise, and to deliver or caused 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 for filing; andAgreement. (7) any 6. Any one director or more directors or officers officer of HEXO the Company be and is hereby authorized, authorized and directed for and on behalf and in of the name of HEXO, Company to execute or caused cause to be executed executed, under the corporate seal of the Company or otherwise, and to 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, instruments and to do perform or cause to be done performed all such other acts and things, things as in the such person’s opinion of such director or officer may be necessary, necessary or desirable or useful for the purpose of giving to give full effect to these resolutions, the Arrangement Agreement foregoing resolutions and the completion of the Arrangement in accordance with the terms of the Arrangement Agreement; matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such agreementdocument, form, waiver, notice, certificate, confirmation and other document and agreement or instrument or the doing of any such 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.

Paramountcy. From and after the Effective Time: : (a) 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; , (b) 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 and registrar thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (c) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1) the The arrangement (as it may be modified, supplemented or amended, the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Tilray Brandsof K▇▇▇▇▇▇▇ Lake Gold Ltd. (the “Company”), Inc. pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited (“TilrayAgnico”) and HEXO Corp. dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the “HEXOMerger Agreement”) and the securityholders of HEXO), all as more particularly described and set forth in the joint management information circular of the Company and Agnico dated n, 2021 (as modified, supplemented or amended from time to time in accordance with the Merger Agreement, 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 of arrangement of the arrangement agreement Company, as it has been or may be modified, supplemented or amended in accordance with the Merger Agreement and its terms (the “Arrangement AgreementPlan of Arrangement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein), the full text of which is attached set out as a schedule Appendix n to the Circular, is hereby authorized, approved and adopted. 3. The: (i) Merger Agreement and all the transactions contemplated therein; (ii) actions of the directors of HEXO the Company in approving the Arrangement and the Arrangement Agreement Merger Agreement; and the (iii) actions of the directors and officers of HEXO the Company in executing and delivering the Arrangement Merger Agreement and any amendmentsmodifications, modifications supplements or supplements thereto amendments thereto, and causing the performance by HEXO the Company of its 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 in Schedule “A” to the Arrangement 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; (4) HEXO . 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 (as they may be, or may have been, modified, amended or supplemented);Arrangement. (5) notwithstanding . Notwithstanding that this resolution has been passed (and the Arrangement approvedadopted) by the shareholders holders of HEXO entitled to vote thereon common shares of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Court, the directors of HEXO (other than interested directors required to abstain from voting) the Company are hereby authorized and empowered, at their discretion, without further notice to, to or approval ofof the Company Shareholders: (i) to amend, the shareholders of HEXO to: (a) modify, amend modify or supplement the Merger Agreement or the Plan of Arrangement to the extent permitted by their respective terms; and (ii) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 6. Any one director or officer 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, to execute, under the corporate seal of the Company or otherwise, and to deliver to 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 Merger Agreement. 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 Arrangement Merger Agreement or and the Plan of Arrangement, as applicable; or (bii) 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 Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions;. (6) any 4. Any one director or officer of HEXO Agnico is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO to execute or cause to be executed and to deliver or caused to be 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 authorizeddirected, for and on behalf and in the name of HEXOAgnico, to execute or caused cause to be executed and to deliver or cause to be delivered, whether under corporate seal of HEXO Agnico or otherwise, all such agreements, forms, waivers, notices, certificatecertificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, 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 these resolutions, the Arrangement Agreement foregoing resolutions and the completion of the Arrangement in accordance with the terms of the Arrangement Agreement; matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such agreementdocument, form, waiver, notice, certificate, confirmation and other document and agreement or 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.

Paramountcy. From and after the Effective Time: (a1) 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; (b2) the rights and obligations of the holders Affected Securityholders and of the securities of the Company and any trustee and transfer agent, trustee, agent and registrar therefor, or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (c3) 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 hereinin this Plan of Arrangement. BE IT RESOLVED BY SPECIAL RESOLUTION THAT:{B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇ (1) the . The arrangement (the “Arrangement”) under section 182 Section 192 of the Canada Business Corporations Act (Ontariothe “CBCA”) involving HNZ Group Inc. (the “OBCACorporation”) involving Tilray Brands), Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the securityholders of HEXO, all as more particularly described and set forth in the management information circular (the “Circular”) of HEXO the Corporation dated l, 2017 accompanying the notice of this meeting (as the Arrangement may bebe amended, or may have been, modified, amended modified or supplemented in accordance with its termsthe 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 . The plan of arrangement agreement (the “Arrangement Agreement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of HEXO Corporation (as it has been or may be amended, modified or supplemented in approving the Arrangement and accordance with 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 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 in Schedule “Al” to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms)Circular, is hereby authorized, approved and adopted;. 3. The (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) HEXO . The Corporation is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) Quebec to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, amended or supplementedsupplemented and as described in the Circular);. (5) notwithstanding . Notwithstanding that this resolution has been passed (and the Arrangement approvedadopted) by the shareholders of HEXO entitled to vote thereon the Corporation or that the Arrangement has been approved by the CourtSuperior Court of Quebec, the directors of HEXO (other than interested directors required to abstain from voting) the Corporation are hereby authorized and empoweredempowered to, without further notice to, to or approval of, of the shareholders of HEXO to: the Corporation, (a23) modifyamend, amend modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or and the Plan of Arrangement; or Arrangement and (b23) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions;. (6) any . Any officer or director or officer of HEXO the Corporation is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO the Corporation to execute or cause to be executed and to deliver or caused to be delivered for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement for filing; and (7) any one or more directors or officers the Plan of HEXO is hereby authorizedArrangement, for and on behalf and in the name of HEXO, to 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 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 agreementarticles of arrangement and any such other documents. 7. Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation 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, form, waiver, notice, certificate, confirmation such determination to be conclusively evidenced by the execution and other delivery of such document and or instrument or the doing of any such 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.. {B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇

Paramountcy. From and after the Effective Time: (a) 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; (b) the rights and obligations of the holders of the securities of the Company BMG Securities and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and (c) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1) the The arrangement (the “Arrangement”) under section 182 Section 288 of the Business Corporations Act (OntarioBritish Columbia) (the “OBCABCBCA”) involving Tilray Brands, Battle Mountain Gold Inc. (“TilrayBMG”) and HEXO Corp. (“HEXO”) and the securityholders of HEXO), all as more particularly described and set forth in the management information circular Management Proxy Circular (the “Circular”) of HEXO BMG dated [•], 2017 accompanying the notice of this meeting (as the Arrangement may be, be modified or may have been, modified, amended or supplemented in accordance with its termsamended), and all transactions contemplated thereby, are is hereby authorized, approved and adopted; (2) the arrangement agreement (the “Arrangement Agreement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of HEXO in 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 obligations thereunder, are hereby ratified authorized and approved; (3) the 2. The plan of arrangement arrangement, as it may be or has been amended (the “Plan of Arrangement”) of HEXO ), involving BMG and implementing the Arrangement, the full text of which is set out in Schedule “A” Appendix [•] to the Arrangement Agreement Circular (as the Plan of Arrangement may be, or may have been, modified, amended modified or supplemented in accordance with its termsamended), is hereby authorized, approved and adopted; (4) HEXO is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) 3. The arrangement agreement (the “CourtArrangement Agreement”) to approve between BMG and Gold Standard Ventures Corp., dated April 11, 2017, the actions of the directors of BMG in approving the Arrangement on and the terms set forth actions of the officers of BMG in executing and delivering the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, amended or supplemented)any amendments thereto are hereby ratified and approved; (5) notwithstanding 4. Notwithstanding that this resolution has been passed (and the Arrangement approvedadopted) by the shareholders securityholders of HEXO entitled to vote thereon BMG or that the Arrangement has been approved by the CourtSupreme Court of British Columbia, the directors of HEXO (other than interested directors required to abstain from voting) BMG are hereby authorized and empowered, without further notice to, or approval of, the shareholders securityholders of HEXO toBMG: (a) modify, to amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactionsArrangement; (6) any 5. Any officer or director or officer of HEXO BMG is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO BMG to execute execute, under the seal of the BMG or cause to be executed otherwise, and to deliver or caused to be delivered such other documents as are necessary or to desirable to the Registrar under the BCBCA in accordance with the Arrangement Agreement for filing; and. (7) any one 6. Any officer or more directors or officers director of HEXO BMG is hereby authorized, authorized and directed for and on behalf and in the name of HEXO, BMG to execute or caused to be executed and deliver or cause to be delivered, whether under corporate seal of HEXO BMG or otherwisenot, all such agreements, forms, forms waivers, notices, certificatecertificates, confirmations and other documents and instruments, instruments and to do or cause to be done all such other acts and things, 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 completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement; such determination to be conclusively evidenced by the execution and delivery of such agreement, form, waiver, notice, certificate, confirmation and other document and instrument or the doing of any such act or thing, including: (a) all actions required to be taken by or on behalf of HEXOBMG, 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.BMG;

Paramountcy. From and after the Effective Time: (a1) 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; (b2) the rights and obligations of the holders of the securities of the Company GameSquare and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and (c3) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT4869-1584-5952\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 arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under section Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Tilray BrandsEngine Gaming & Media, Inc. (“TilrayEngine Gaming”) and HEXO Corp. ), GameSquare Esports Inc. (“HEXOGameSquare”) and the securityholders of HEXOGameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of HEXO GameSquare dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified, modified or amended or supplemented in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted; (2) . the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) between Tilray among Engine Gaming and HEXO GameSquare dated April 10December 7, 2023 2022 and all the transactions contemplated therein, the full text of which is attached as a schedule Schedule ● to the Circular, the actions of the directors of HEXO GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of HEXO GameSquare in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements amendments thereto and causing the performance by HEXO GameSquare of its obligations thereunder, thereunder are hereby ratified 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 HEXO GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule “A” ● to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms)Circular, is hereby authorized, approved and adopted; (4) HEXO . GameSquare 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, or may have been, modified, amended supplemented or supplementedamended); (5) . notwithstanding that this resolution has been passed (and the Arrangement approvedapproved and agreed to) by the shareholders of HEXO entitled to vote thereon GameSquare or that the Arrangement has been approved by the Court, the directors of HEXO (other than interested directors required to abstain from voting) GameSquare are hereby authorized and empowered, without further notice to, or approval of, the shareholders of HEXO GameSquare to: (a) modify, amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement and any related transactionsArrangement; (6) . any director or officer of HEXO GameSquare is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO GameSquare to execute or cause to be executed and to deliver or caused 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 in accordance with the Arrangement Agreement for filingor the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and (7) . any one or more directors or officers of HEXO GameSquare is hereby authorized, acting for and on behalf and in the name of HEXOGameSquare, to execute or caused to be executed and deliver or cause to be delivered, whether for filing with the Director under corporate seal of HEXO or otherwisethe OBCA, and 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 matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement; such determination to be conclusively evidenced by the execution and delivery of such agreement, form, waiver, notice, certificate, confirmation and other document and instrument or the doing of any such act or thing, including: (a) all actions required to be taken by or on behalf of HEXOGameSquare, 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.GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such 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: (a1) 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; (b2) 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 (c3) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1) the The arrangement (the “Arrangement”) under section 182 pursuant to Division 5 of Part 9 of the Business Corporations Act (OntarioBritish Columbia) (the “OBCABCBCA”) involving Tilray BrandsGoodness Growth Holdings, Inc. (the “TilrayCompany”) ), pursuant to the arrangement agreement between the Company and HEXO 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 “HEXOArrangement Agreement”) and the securityholders of HEXO), 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 . The plan of arrangement agreement (the “Arrangement Agreement”) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of HEXO Company, as it has been or may be modified, supplemented or amended in approving the Arrangement and accordance with 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 obligations thereunder, are hereby ratified and approved; (3) the plan of arrangement terms (the “Plan of Arrangement”) of HEXO implementing the Arrangement), the full text of which is set out in Schedule “A” as Appendix ● to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms)Circular, is hereby authorized, approved and adopted;. (4) HEXO 3. The Company be and is hereby authorized to apply for a final order from the Ontario Superior Supreme Court of Justice (Commercial List) (the “Court”) British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement ‎Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been‎supplemented 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, modifiedsupplements or amendments thereto, amended or supplemented);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 approvedadopted) by the shareholders of HEXO entitled to vote thereon the Company (the “Company Shareholders”) or that the Arrangement has been approved by the CourtSupreme Court of British Columbia, the directors of HEXO (other than interested directors required to abstain from voting) the Company are hereby authorized and empowered, at their discretion, without further notice to, to or approval ofof the Company Shareholders: (i) to amend, the shareholders of HEXO to: (a) modify, amend modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangementtheir terms; or and (bii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions;. (6) any . Any officer or director or officer of HEXO the Company is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO the Company to execute 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 executed and to deliver or caused to be delivered 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 for filing; and (7) any one or more directors or officers of HEXO is hereby authorizedAgreement, for and on behalf and in the name of HEXO, to 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 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 agreementother documents. 7. Any officer or director of the Company is hereby authorized and directed, formfor and on behalf of the Company, waiverto execute or cause to be executed and to deliver or cause to be delivered, noticeall such other documents and instruments and to perform or cause to be performed all such other acts and things as, certificatein such person’s opinion, confirmation 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 and or 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.

Paramountcy. From and after the Effective Time: (a1) 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; (b2) the rights and obligations of the holders of the securities of the Company GameSquare and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and (c3) 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. BE IT RESOLVED BY SPECIAL RESOLUTION THATThe text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows: (1) . the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under section Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Tilray BrandsEngine Gaming & Media, Inc. (“TilrayEngine Gaming”) and HEXO Corp. ), GameSquare Esports Inc. (“HEXOGameSquare”) and the securityholders of HEXOGameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of HEXO GameSquare dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified, modified or amended or supplemented in accordance with its terms), and all transactions contemplated thereby, are is hereby authorized, approved and adopted; (2) . the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) between Tilray among Engine Gaming and HEXO GameSquare dated April 10December 7, 2023 2022 and all the transactions contemplated therein, the full text of which is attached as a schedule Schedule ● to the Circular, the actions of the directors of HEXO GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of HEXO GameSquare in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements amendments thereto and causing the performance by HEXO GameSquare of its obligations thereunder, thereunder are hereby ratified 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 HEXO GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule “A” ● to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms)Circular, is hereby authorized, approved and adopted; (4) HEXO . GameSquare 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, or may have been, modified, amended supplemented or supplementedamended); (5) . notwithstanding that this resolution has been passed (and the Arrangement approvedapproved and agreed to) by the shareholders of HEXO entitled to vote thereon GameSquare or that the Arrangement has been approved by the Court, the directors of HEXO (other than interested directors required to abstain from voting) GameSquare are hereby authorized and empowered, without further notice to, or approval of, the shareholders of HEXO GameSquare to: (a) modify, amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement and any related transactionsArrangement; (6) . any director or officer of HEXO GameSquare is ▇▇▇▇▇▇ hereby authorized and directed for and on behalf of HEXO GameSquare to execute or cause to be executed and to deliver or caused 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 in accordance with the Arrangement Agreement for filingor the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and (7) . any one or more directors or officers of HEXO GameSquare is hereby authorized, acting for and on behalf and in the name of HEXOGameSquare, to execute or caused to be executed and deliver or cause to be delivered, whether for filing with the Director under corporate seal of HEXO or otherwisethe OBCA, and 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 matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement; such determination to be conclusively evidenced by the execution and delivery of such agreement, form, waiver, notice, certificate, confirmation and other document and instrument or the doing of any such act or thing, including: (a) all actions required to be taken by or on behalf of HEXOGameSquare, 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.GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such 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: