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MTL Cannabis Corp. Proxy Solicitation & Information Statement 2017

Dec 18, 2017

44162_rns_2017-12-18_7e540dd1-dec6-488c-bca8-4a3e5be3b9e6.pdf

Proxy Solicitation & Information Statement

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CANADA HOUSE WELLNESS GROUP INC.

Notice of Annual General Meeting of Shareholders

Notice is hereby given that an annual general meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (the " Common Shares ") of Canada House Wellness Group Inc. (" Canada House " or the " Corporation ") will be held at the office of the Corporation, located at 1773 Bayly Street, Pickering, Ontario, L1W 2Y7, on January 11, 2018 at 10:00 a.m. (Eastern time) for the following purposes:

  • (a) to receive the audited financial statements of the Corporation for the year ended April 30, 2017, and the report of the auditors thereon;

  • (b) to elect directors of the Corporation for the ensuing year;

  • (c) to re-appoint Collins Barrow Toronto LLP as auditors of the Corporation and to authorize the board of directors (the " Board of Directors ") to fix their remuneration; and

  • (d) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the management information circular (the " Circular ") accompanying this Notice of Meeting.

The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on December 7, 2017 (the " Record Date "). Only Shareholders whose names have been entered in the applicable register of Shareholders as of 5:00 p.m. (Eastern time) on the Record Date are entitled to receive notice of and vote at the Meeting. Those Shareholders of record will be included in the list of Shareholders prepared as at the Record Date and will be entitled to vote the Common Shares recorded therein at the Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, such proxy must be received by the Corporation's transfer agent, Computershare Investor Services Inc., by 5:00 p.m. (Eastern time) on January 9, 2018, or two business days prior to the time of the reconvening of any adjournment or postponement of the Meeting.

If you are an unregistered holder of Common Shares and have received these materials through your broker, investment dealer, bank, trust corporation, trustee or other intermediary, please complete and return the form of proxy provided to you by your intermediary in accordance with the instructions provided therein.

If you require any assistance in completing your form of proxy, please contact Computershare Investor Services Inc. by calling toll free within North America at 1-800-564-6253 by e-mail at [email protected].

DATED at Toronto, Ontario this 7th day of December 2017.

BY ORDER OF THE BOARD OF DIRECTORS OF CANADA HOUSE WELLNESS GROUP INC.

(signed) " Larry Bortles "

Larry Bortles Executive Chairman

CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION

Except for statements of historical fact contained herein, the information presented in this Circular contains certain "forward-looking information" within the meaning of applicable Canadian securities laws concerning the business, operations and financial performance and condition of the Corporation, including its wholly-owned subsidiaries, Abba Medix Corp, Marijuana for Trauma Inc. and Knalysis Technologies Inc. Often, but not always, forward-looking statements and forward-looking information can be