An anonymous director reports

NEXTLEAF ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN

Nextleaf Solutions Ltd. has adopted a shareholder rights plan and has not received any nominations for electing persons to the company's board of directors for the upcoming annual general and special meeting of shareholders, to be held on Dec. 19, 2023.

Nextleaf adopts shareholder rights plan

The rights plan will be presented for ratification by shareholders of the company at the meeting.

The purpose of the plan is to provide the company's board of directors with adequate time to assess an unsolicited takeover bid made for the company's common shares, provide the board with adequate time to explore and develop alternatives for maximizing shareholder value, and encourage the fair treatment of shareholders in connection with any takeover bid.

The rights plan provides for the issuance of one right for each outstanding common share of the company. Pursuant to the terms of the rights plan, any bid that meets certain criteria intended to protect the interests of all shareholders will be deemed a "permitted bid." These criteria require, among other things, that the bid be made by means of a takeover bid circular to all holders of voting shares other than the offeror under the bid, and be left open for at least 105 days. In the event a takeover bid does not meet the permitted requirements of the rights plan, the rights issued under the rights plan will entitle shareholders, other than any shareholder or shareholders involved in the takeover bid, to purchase additional common shares of the company at a specified exercise price which is a substantial discount to the market price.

The company is not currently aware of any pending or threatened takeover bid.

A copy of the rights plan is available on the company's SEDAR+ profile.

Nominations under Nextleaf's advance notice policy

The articles of the company include a provision requiring advance notice of the nominations of persons to act as directors of the company.

The advance notice policy sets a deadline by which holders of common shares of the company must submit director nominations to the company prior to any annual or special meeting of shareholders, sets forth the information that a shareholder must include in the notice to the company and establishes the form in which the shareholder must submit the notice for that notice to be in proper written form.

For the meeting, notice of nominations of persons for election to the board of directors of the meeting were required to be submitted on or before Friday, Nov. 17, 2023. The company did not receive any compliant nominations of directors prior to the nomination deadline.

About Nextleaf Solutions Ltd.

Nextleaf is a federally regulated manufacturer and distributor of cannabis vapes and oils under its award-winning prohibition-era brand, Glacial Gold. The Vancouver-based company sells its branded products to government distributors and authorized retailers in four provinces in Canada. Nextleaf Labs is a low-cost producer of cannabis oils, and supplier of tetrahydrocannabinol and cannbidiol to qualified wholesale partners across Canada and internationally. Nextleaf's patented ingredient processing technology transforms unsold cannabis and hemp biomass into high-purity distillate at an industrial scale. The company has been issued 15 U.S. patents, and 75 patents globally, on cannabinoid processing including extraction, distillation and acetylation.

We seek Safe Harbor.