Overview

Planet 13 to Acquire Next Green Wave Holdings, Expanding Presence in California with Premium Indoor Cultivation and an Extensive, Pheno-hunted Cultivar Base

NGW Shareholders will immediately benefit from the enhanced size, scale and liquidity of Planet 13’s capital markets presence and will participate fully in the upside of Planet 13’s upcoming expansions into Illinois and Florida.

An exciting day for Next Green Wave shareholders…

Planet 13 Holdings Inc. (CSE:PLTH) (OTCQB:PLNHF) and Next Green Wave Holdings Inc. (CSE:NGW) (OTCQX:NXGWF) are pleased to announce that they have entered into a definitive arrangement agreement pursuant to which Planet 13 will acquire all of the issued and outstanding common shares of NGW, by way of a court approved plan of arrangement, for total consideration of approximately C$91 million.

The Exchange Ratio is subject to adjustment as follows:

  • If the 10-day VWAP of Planet 13 common shares on the CSE immediately preceding the second business day prior to the closing of the Transaction is below C$5.50 but above C$4.06, then the Exchange Ratio will be calculated as C$0.4650 divided by the Planet 13 Closing Price;

  • If the Planet 13 Closing Price is less than or equal to C$4.06, then the Exchange Ratio shall be 0.1145; and

  • If the Planet 13 Closing Price is greater than or equal to C$5.50, then the Exchange Ratio shall be 0.0845.

Letter to Shareholders

Dear NGW Shareholder:

It is my pleasure to extend to you, on behalf of the board of directors of Next Green Wave Holdings Inc., an invitation to attend a special meeting of the common shareholders of NGW to be held on February 25, 2022 at 10:00 a.m. (Vancouver time) in a virtual only meeting format via live webcast online at web.lumiagm.com/247597353. Given the coronavirus (COVID-19) pandemic, its public health impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks to the health and safety of NGW’s community, NGW Shareholders and employees, NGW has made the decision to hold the Meeting in a virtual only format. NGW Shareholders, regardless of geographic location and ownership, will have an opportunity to participate at the Meeting and engage with the directors of NGW and management by following the registration process outlined in the accompanying management information circular.

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Benefits of Acquisition

Significant premium being offered to NGW Shareholders of approximately 44% based on both company’s 10-day VWAP and representing an implied offer price of approximately C$0.465 per NGW Share as of December 17, 2021.
Transaction is expected to be immediately accretive to 2021 and 2022 EBITDA.
Transaction structure provides meaningful price protection against market volatility in Planet 13’s share price up to the completion of the Transaction.
NGW’s operations will serve as the backbone of Planet 13’s continued focus on the California market. NGW will enable Planet 13 to introduce their diverse brand portfolio of exotic, pheno-hunted cultivars to the Santa Ana SuperStore as well as across the state.
NGW Shareholders will immediately benefit from the enhanced size, scale and liquidity of Planet 13’s capital markets presence.
NGW Shareholders will participate fully in the upside of Planet 13’s upcoming expansions into Illinois and Florida.
Planet 13 to retain NGW’s management team, deepening the pro forma company’s knowledge base and expertise across the California market.
Planet 13 to benefit from NGW’s highly respected cultivation techniques and pheno-hunted cultivars, greatly expanding the pro forma company’s cultivation capabilities, product offerings, consistency and proficiency.
Combined experience and expertise of the Planet 13 and NGW operational teams will drive further improvements across the pro forma company’s footprint.

FAQs

Your vote is important. The following are key questions that you as an NGW Shareholder may have regarding the proposed Arrangement involving Planet 13, NGW and NGW Shareholders, to be considered at the Meeting. You are urged to carefully read the remainder of the accompanying Information Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement.

 

Questions Relating to the Arrangement

Q. What is the proposed transaction?
A. On December 20, 2021, NGW and Planet 13 entered into the Arrangement Agreement pursuant to which the parties agreed to undertake the Arrangement. Under the terms of the Arrangement Agreement and based on pricing as of January 21, 2022, NGW Shareholders will receive 0.1145 of a Planet 13 Common Share, subject to calculations as described in the Information Circular, and $0.0001 in cash, for each NGW Share held. Based on Planet 13’s 10-day VWAP on the CSE and the Exchange Ratio of 0.1081 as at December 17, 2021 (the last trading day prior to the date of announcement of the Arrangement), the implied deal price per NGW Share is C$0.465, representing a premium of approximately 52% to the closing price and 44% to the 10-day VWAP of NGW Shares on the CSE as of December 17, 2021. After giving effect to the Transaction, and based on pricing as of January 21, 2022, NGW Shareholders will hold approximately 9.65% ownership in the pro-forma company (on a fully-diluted basis). Please see the description of the Arrangement under the headings “Summary of the Information Circular – Details of the Arrangement” and “The Arrangement” in the accompanying Information Circular.

Q. What are the reasons for the proposed transaction?
A. In making their recommendations, the NGW Board has reviewed and considered a number of factors relating to the Arrangement, including those listed below, with the benefit of advice from its senior management team and financial and legal advisors, and the recommendation of the Special Committee. The principal reasons for the recommendations of the NGW Board are set out under “The Arrangement – Recommendation of the NGW Board and Reasons for the Recommendation” in the accompanying Information Circular.

Q. Why is the Company being sold?
A. As part of its continuing mandate to strengthen NGW’s business and enhance value, the NGW Board and NGW’s senior management have, from time to time, considered and assessed possible strategic and other opportunities to better realize the potential of NGW’s asset portfolio, expertise and development. In that regard, among other potential alternatives, NGW has from time to time considered the possibility of strategic transactions with various other industry participants.

Q. Did the NGW Board undertake a comprehensive process to review all of the strategic alternatives available in making its determination that the Arrangement is in the best interests of the Company and its stakeholders and fair to the NGW Shareholders?
A. In determining that the Arrangement is fair to NGW Shareholders and in the best interests of NGW, the NGW Board considered and relied upon a number of factors, as set out under “The Arrangement – Recommendation of the NGW Board and Reasons for the Recommendation” in the accompanying Information Circular. In the course of its deliberations, the NGW Board also identified and considered a variety of risks (as described in greater detail under “Risk Factors” in the accompanying Information Circular). The NGW Board’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. For greater detail, see “Forward-Looking Statements” in the accompanying Information Circular.

Q. Has the Special Committee and the NGW Board unanimously approved the Arrangement?
A. The provisions of the Arrangement Agreement are the result of arm’s-length negotiations conducted between representatives of NGW, Planet 13, and their respective legal and financial advisors. The Special Committee and the NGW Board unanimously determined that the Arrangement is in the best interests of the Company and its stakeholders and fair to the NGW Shareholders.

Q. Did the Special Committee and Board of Directors of the Company receive a fairness opinion?
A. Yes, the NGW Board and the Special Committee each received the Fairness Opinions from INFOR and E&E, to the effect that, as of the dates of such opinions, based upon and subject to the assumptions, limitations and qualifications set out therein, the Arrangement Consideration to be received by the NGW Shareholders pursuant to the Arrangement is fair, from a financial point of view to the NGW Shareholders.

Q. Does the NGW Board recommend that I vote FOR the Arrangement Resolution?
A. Yes, the NGW Board unanimously recommends that the NGW Shareholders vote FOR the Arrangement Resolution.

Q. Who has agreed to support the Arrangement?
A. Planet 13 has entered into the Support Agreements with the Supporting, collectively holding approximately 21% of outstanding NGW Shares as of December 31, 2021, pursuant to which the Supporting Shareholders have agreed to vote the Supporting Shares in favour of the Arrangement Resolution.

Q. What percentage of the issued and outstanding shares of the Resulting Issuer will NGW Shareholders own following completion of the Arrangement?
A. After giving effect to the Arrangement, and based on pricing as of January 21, 2022, NGW Shareholders will hold approximately 9.65% ownership in the pro-forma company (on a fully-diluted basis).

Q. What is required for the Arrangement to become effective?
A. The Arrangement Resolution must be approved by not less than two-thirds (662⁄3%) of the votes cast on the Arrangement Resolution by NGW Shareholders present in person or represented by proxy and entitled to vote at the Meeting. The completion of the Arrangement is also conditional upon the approval of the Supreme Court of British Columbia and satisfaction of other customary approvals including regulatory and third party approvals.

The Arrangement Resolution must be passed in order for NGW to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the Final Order. See “The Arrangement – Approvals”.

The full text of the Arrangement Resolution and Plan of Arrangement are attached to the accompanying Information Circular as Appendices “A” and “B”, respectively.

Q. When do you expect the Arrangement to be completed?
A. If approved, the Arrangement will become effective on the Effective Date, which NGW currently expects to occur during the first quarter of 2022.

Q. How will I know when all required approvals have been obtained?
A. NGW will issue a press release once all the necessary approvals have been received and conditions to the completion of the Arrangement have been satisfied or waived, other than conditions that, by their terms, cannot be satisfied until the Effective Time.

Q. Where will the shares of the Resulting Issuer be listed?
A. On completion of the Arrangement, Planet 13 Common Shares will continue trading on the CSE and OTCQX and the NGW Shares are expected to be de-listed from the CSE. See “The Arrangement – Stock Exchange Notice” for further details.

Q. Who will be the directors and officers of the Resulting Issuer following completion of the Arrangement?
A. Please see “Information Concerning the Resulting Issuer – Directors and Executive Officers of Planet 13 Following the Arrangement” in the accompanying Information Circular.

Q. Why am I being asked to approve the Arrangement Resolution?
A. Planet 13’s proposed acquisition of NGW will be completed by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia), which requires the approval of NGW Shareholders.

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?
A. Please see “The Arrangement Agreement – Termination”, “The Arrangement Agreement – Termination Payment” and “The Arrangement Agreement – Expense Reimbursement Fee” of the accompanying Information Circular.

Q. What are the risks that the Company may face if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?
A. In the course of their deliberations, the Special Committee and the NGW Board considered a variety of risks and potentially negative factors relating to the Arrangement, as described in greater detail in the accompanying information circular under the heading entitled “Risk Factors”

Q. Can the NGW Board terminate the Arrangement in favour of a better competing offer?
A. Subject to the exceptions contained in the Arrangement Agreement, NGW has agreed, among other things, not to solicit other Acquisition Proposals. See “The Arrangement Agreement – Non-Solicitation Covenants”.

In certain circumstances the NGW Board is entitled to consider and approve a Superior Proposal from a third party, subject to notice to Planet 13, Planet 13’s right to offer to amend the Arrangement Agreement and compliance with other obligations. See “The Arrangement Agreement – Responding to an Acquisition Proposal”.

Notwithstanding the non-solicitation provisions in the Arrangement Agreement, if at any time prior to obtaining the approval of the NGW Shareholders of the Arrangement Resolution, NGW receives an Acquisition Proposal, it may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, books or records of NGW or its Subsidiaries to such Person. See “The Arrangement Agreement – Responding to an Acquisition Proposal”.

If NGW receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the NGW Shareholders, the NGW Board may, subject to compliance with the provisions regarding termination and related fees in the Arrangement Agreement, enter into a definitive agreement with respect to such Superior Proposal. See “Right To Match”.

The Arrangement Agreement provides that a Termination Fee in the amount of USD$3,250,000 is payable by NGW to Planet 13 if the Arrangement Agreement is terminated in certain circumstances, including if Planet 13 terminates the Arrangement Agreement in the context of a Superior Proposal or if the NGW Board makes a Change in Recommendation, except for a Change in Recommendation in connection with a Material Adverse Effect with respect to Planet 13. See “The Arrangement Agreement – Termination Payment”.

Q. What are the Canadian federal income tax considerations of the Arrangement?
A. For a summary of certain of the material Canadian federal income tax considerations of the Arrangement, NGW Shareholders should review the discussion under “Certain Canadian Federal Income Tax Considerations”. Such discussion is not intended to be legal, business or tax advice and Next Green Wave Shareholders are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q. What are the U.S. federal income tax consequences of the Arrangement?
A. For a summary of certain of the material United States federal income tax considerations of the Arrangement, NGW Shareholders should review the discussion under “Certain United States Federal Income Tax Considerations”. Such discussion is not intended to be legal, business or tax advice and NGWShareholders are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q. When will I receive the Arrangement Consideration payable to me under the Arrangement for my NGW Shares?
A. You will receive the Arrangement Consideration due to you under the Arrangement as soon as practicable after the Effective Date.

Q. Are NGW Shareholders entitled to Dissent Rights?
A. Yes. For details, please see “Rights of Dissenting Shareholders” in the accompanying Information Circular.

Questions Relating to the Meeting

Q. Why did I receive this Information Circular?
A. You received this Information Circular because you and the other NGW Shareholders will be asked at the Meeting to approve, by a special resolution, the Arrangement involving NGW and Planet 13 under the provisions of the Business Corporations Act (British Columbia).

Q. How and when is the Meeting being held?
A. Given the coronavirus (COVID-19) pandemic, its public health impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks to the health and safety of NGW’s community, NGW Shareholders and employees, NGW has made the decision to hold the Meeting in a virtual only format via live webcast online at https://web.lumiagm.com/247597353. NGW Shareholders, regardless of geographic location and ownership, will have an opportunity to participate at the Meeting and engage with the directors of NGW and management by following the registration process outlined in the accompanying Information Circular.

Q. How do I attend the Meeting?
A. To attend the Meeting, NGW Shareholders will need to go to the following website in their web browser on their smartphone, tablet or computer:

https://web.lumiagm.com/247597353

For more details, please see “General Information Concerning the Meeting and Voting” in the accompanying Information Circular.

Q. Am I entitled to vote?
A. You are entitled to vote if you were an NGW Shareholder as of the close of business on December 31, 2021, the Record Date. Each holder of NGW Shares as of the Record Date is entitled to one vote per NGW Share held on all matters to come before the Meeting.

Q. What am I voting on?
A. NGW Shareholders will be voting on the Arrangement Resolution to approve a proposed plan of arrangement under the provisions of the Business Corporations Act (British Columbia). If the Arrangement Resolution is not approved by the requisite vote of NGW at the Meeting, the Arrangement will not be completed.

The Arrangement Agreement provides that if either NGW or Planet 13 terminates the Arrangement Agreement because the Arrangement Resolution is not approved at the Meeting, NGW will pay Planet 13 an expense reimbursement fee equal to actual expenses incurred by Planet 13 up to a maximum of USD$1,000,000, provided that no such fee will be payable if a Material Adverse Effect with respect to Planet 13 has occurred having regard to the collar provisions in the Exchange Ratio. See “The Arrangement Agreement – Expense Reimbursement Fee”.

Q. What constitutes quorum for the Meeting?
A. Quorum for the Meeting is two persons who are, or who represent by proxy, NGW Shareholders who are entitled ot vote at the Meeting.

Q. How many NGW Shares are entitled to be voted?
A. As of the Record Date, December 31, 2021, there were 186,559,170 NGW Shares issued and outstanding, each entitled to one vote on all matters to come before the Meeting.

Q. Does any NGW Shareholder beneficially own 10% or more of the NGW Shares?
A. To the knowledge of the directors and executive officers of NGW, as at the Record Date, no person or corporation beneficially owned, directly or indirectly, or exercised control or direction over, NGW Shares carrying more than 10% of the voting rights attached to all outstanding NGW Shares other than:

Q. What if I acquire ownership of NGW Shares after the Record Date?
A. You will not be entitled to vote NGW Shares acquired after the Record Date on the Arrangement Resolution. Only Persons owning Next Green Wave Shares as of the Record Date of December 31, 2021 are entitled to vote their NGW Shares on the Arrangement Resolution.

Q. What if amendments are made to these matters or if other business matters are brought before the Meeting?
A. If you attend the Meeting and are eligible to vote, you may vote on the business matters as you choose.

If you have completed and returned a proxy form, the Persons named in the proxy form will have discretionary authority to vote on amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof. At the date of the accompanying Information Circular, management of NGW is not aware of any such amendments, variations or other matters expected to come before the Meeting. However, if any other matter properly comes before the Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in the accompanying Information Circular.

Q. Am I a Registered NGW Shareholder?
A. You are a Registered NGW Shareholder if you have certificate(s) or DRS Statement(s) representing NGW Shares issued in your name and you appear as the registered NGW Shareholder on the books of NGW.

Q. Am I a Beneficial NGW Shareholder?
A. You are a Beneficial NGW Shareholder if your NGW Shares are registered in the name of an intermediary. If you are not sure whether you are a Registered NGW Shareholder or a Beneficial NGW Shareholder, please contact NGW’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-800-749-9052 (toll free in North America), or at 1-416-867-2272 (collect calls outside of North America), or by email at contactus@kingsdaleadvisors.com.

Q. How do I vote if I am a Registered NGW Shareholder?
A. If you are a registered Shareholder as of the close of business on the Record Date (as defined in the Information Circular), you may vote by proxy prior to the Meeting, or attend the virtual-only Meeting online at https://web.lumiagm.com/247597353. For more information, please see “General Information Concerning the Meeting and Voting” in the accompanying Information Circular.

Q. How do I vote if I am a Beneficial NGW Shareholder?
A. There are two kinds of Beneficial NGW Shareholders: (i) OBOs, i.e., those who object to their name being made known to the issuers of shares which they own, and (ii) NOBOs, i.e., those who do not object to their name being made known to the issuers of the shares which they own. The Company is not sending the Meeting materials directly to NOBOs and the Company intends to pay for intermediaries to deliver the Meeting materials to Beneficial NGW Shareholders.

Securities regulation requires intermediaries to seek voting instructions from Beneficial NGW Shareholders in advance of the Meeting. Beneficial NGW Shareholders should be aware that intermediaries can only vote NGW Shares if instructed to do so by the OBO or NOBO, as applicable. Your intermediary (or its agent, typically Broadridge) will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every intermediary has its own mailing procedures and provides instructions for voting, including deadlines for voting. You must follow those instructions carefully to ensure your NGW Shares are voted at the Meeting.

Additionally, the Company may utilize the Broadridge QuickVoteTM system, which involves NOBOs being contacted by Kingsdale Advisors, which is soliciting proxies on behalf of management of the Company, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the NGW Shareholder’s intermediary). While representatives of Kingsdale Advisors are soliciting proxies on behalf of management of the Company, which is recommending that NGW Shareholders vote in favour of the Arrangement Resolution, NGW Shareholders are not required to vote in the manner recommended by management. The QuickVoteTM system is intended to assist NGW Shareholders in placing their votes, however, there is no obligation to any NGW Shareholders to vote using the QuickVoteTM system, and NGW Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in the accompanying Information Circular. Any voting instructions provided by an NGW Shareholder will be recorded and such NGW Shareholder will receive a letter from Broadridge (on behalf of the NGW Shareholder’s intermediary) as confirmation that their voting instructions have been accepted.

If you are a Beneficial NGW Shareholder receiving a voting instruction form or form of proxy from an intermediary, you cannot use that proxy to vote at the Meeting. To vote your NGW Shares at the Meeting, the voting instruction form or form of proxy must be returned to such intermediary well in advance of the Meeting, as instructed by such intermediary. If you wish to attend and vote your NGW Shares at the Meeting, follow the instructions for doing so provided by your intermediary.

Q. How do I vote if I am both a Registered NGW Shareholder and a Beneficial NGW Shareholder?
A. Should you hold some shares as a Registered NGW Shareholder and others as a Beneficial NGW Shareholder, you will have to use both voting methods described above.

Q. Who is soliciting my proxy?
A. The management of NGW is soliciting your proxy. Please see “General Information Concerning the Meeting and Voting – Solicitation of Proxies” for further details.

Q. Who votes my NGW Shares and how will they be voted if I return a proxy form?
A. The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof. Notwithstanding the foregoing, the persons named in the accompanying form of proxy will vote or withhold from voting the NGW Shares in respect of which they are appointed in accordance with the direction of the NGW Shareholder appointing them and if the NGW Shareholder specifies a choice with respect to any matter to be voted upon, such NGW Shareholders’ NGW Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions or specify that you want your NGW Shares withheld from voting, the NGW representatives named in the form of proxy will vote your NGW Shares FOR the Arrangement Resolution.

Q. Can I appoint someone other than those named in the enclosed proxy forms to vote my NGW Shares?
A. Yes, you have the right to appoint another Person of your choice. A NGW Shareholder that wishes to appoint another Person or entity (who need not be an NGW Shareholder) to represent such NGW Shareholder at the Meeting may either insert the Person or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with Odyssey, after submitting the form of proxy. See “General Information Concerning the Meeting and Voting – Appointment of Proxyholder” in the accompanying Information Circular.

Q. What if my NGW Shares are registered in more than one name or in the name of a company?
A. If your NGW Shares are registered in more than one name, all registered Persons must sign the proxy form. If your NGW Shares are registered in a company’s name or any name other than your own, you may be required to provide documents proving your authorization to sign the proxy form for that company or name. For any questions about the proper supporting documents, contact Odyssey before submitting your proxy form.

Q. Can I revoke a proxy or voting instruction?
A. Yes. You may revoke your proxy at any time, by voting again via the voting methods described in this Information Circular before 10:00 a.m. (Vancouver time) on February 23, 2022 or by completing an instrument executed by such Registered NGW Shareholder and NOBOs. Registered NGW Shareholders and NOBOs may also revoke their proxy without providing new voting instructions by giving a notice in writing signed by such NGW Shareholder, or by his or her attorney authorized in writing to Odyssey Trust Company at United Kingdom Building, 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2, no later than the close of business on the last business day preceding the day of the Meeting or any adjournment thereof, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment thereof or in any other manner permitted by law; provided that if the Registered NGW Shareholder or NOBO is not an individual, the notice in writing must be signed by a duly authorized officer of such NGW Shareholder. Registered NGW Shareholders may attend the Meeting and vote online and, if they do so, any voting instructions previously given by them for such NGW Shares will be revoked. OBOs must contact their intermediary in order to revoke their voting instructions and/or provide new voting instructions.

If you login to the Meeting using your control number and you accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote online by ballot. If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest. If you enter the Meeting as a guest, you will not be able to vote and you will not be able to ask questions.

See “General Information Concerning the Meeting and Voting – Revocation of Proxy” in the accompanying Information Circular.

Q. Are Planet 13 shareholders required to approve the Arrangement?
A. The Arrangement does not require the approval of Planet 13 shareholders.

Q. Should I send in my proxy now?
A. Yes. Once you have carefully read and considered the information in the accompanying Information Circular, you should complete and submit the enclosed voting instruction form or form of proxy. You are encouraged to vote well in advance of the proxy cut-off time at 10:00 a.m. (Vancouver time) on February 23, 2022 to ensure your NGW Shares are voted at the Meeting. If the Meeting is adjourned or postponed, your proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. The time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion, with or without notice. The chair is under no obligation to accept or reject any particular late proxy.

Q. Who is responsible for counting and tabulating the votes by proxy?
A. Votes by proxy are counted and tabulated by Odyssey.

Q. What if I have other questions?
A. If you have any questions about this Information Circular or the matters described in the accompanying Information Circular, please contact your professional advisor. If you would like additional copies, without charge, of the accompanying Information Circular, have any questions regarding the Meeting or require assistance with voting your proxy, please contact NGW’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-800-749-9052 (toll-free in North America), or at 1-416-867-2272 (collect calls outside of North America), or by email at contactus@kingsdaleadvisors.com.

How to Vote

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING 

Date, Time and Place of Meeting

The Meeting will be held by online virtual format on February 25, 2022, at 10:00 a.m. (Vancouver time). The NGW Board has fixed the close of business on December 31, 2021, as the Record Date.


Registered NGW Shareholders

Registered NGW Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting. Registered NGW Shareholders may choose one of the following options to submit their proxy:

  1. complete, date and sign the Proxy and return it to Odyssey, by mail or delivery in the addressed envelope provided or deposited at United Kingdom Building, 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2; or
  2. by following the voting link provided on the proxy.

In all cases the Registered NGW Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays, and holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used.

Registered shareholders can vote online:
Visit https://login.odysseytrust.com/pxlogin and click on VOTE.
You will require the 12-digit Control Number printed with your address to the right of your Form of Proxy.

Beneficial NGW Shareholders

The following information is of significant importance to shareholders who do not hold NGW Shares in their own name. Beneficial NGW Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered NGW Shareholders (those whose names appear on the records of NGW as the registered holders of NGW Shares) or as set out in the following disclosure.

If NGW Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those NGW Shares will not be registered in the shareholder’s name on the records of NGW. Such NGW Shares will more likely be registered under the names of an intermediary, such as the shareholder’s broker or an agent of that broker. In the United States, the vast majority of such NGW Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial NGW Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).

The Company is taking advantage of the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable VIF from our transfer agent. These VIFs are to be completed and returned in the envelope provided or by facsimile. In addition, Odyssey provides internet voting as described on the VIF itself, which contains complete instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These security holder materials are being sent to both registered and non-registered owners of the securities of NGW. If you are a non-registered owner, and NGW or its agent sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, NGW (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial NGW Shareholders, who are OBOs, should follow the instructions of their intermediary carefully to ensure that their NGW Shares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the Proxy provided to Registered NGW Shareholders by NGW. However, its purpose is limited to instructing the intermediary on how to vote your NGW Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of the Proxy provided by NGW. The VIF will name the same persons as the Proxy to represent your NGW Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial NGW Shareholder), other than any of the persons designated in the VIF, to represent your NGW Shares at the Meeting, and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting, and the appointment of any shareholder’s representative.

If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your NGW Shares voted at the Meeting and to vote your NGW Shares at the Meeting.

Additionally, the Company may utilize the Broadridge QuickVote™ system, which involves non-objecting beneficial owners of shares being contacted by Kingsdale Advisors, which is soliciting proxies on behalf of management of the Company, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the Shareholder’s Intermediary). While representatives of Kingsdale Advisors are soliciting proxies on behalf of management of the Company, which is recommending that NGW Shareholders vote in favour of the Arrangement Resolution, NGW Shareholders are not required to vote in the manner recommended by management. The QuickVote™ system is intended to assist NGW Shareholders in placing their votes; however, there is no obligation to any NGW Shareholders to vote using the QuickVote™ system, and NGW Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Information Circular. Any voting instructions provided by an NGW Shareholder will be recorded and such NGW Shareholder will receive a letter from Broadridge (on behalf of the NGW Shareholder’s intermediary) as confirmation that their voting instructions have been accepted.

Beneficial shareholders can vote online:
Visit www.proxyvote.com.
You will require the 16-digit Control Number printed with your address on the Voting Instruction Form.


Solicitation of Proxies
While it is expected that the solicitation of proxies will be conducted primarily by mail, proxies may be solicited personally or by telephone by directors, officers and employees of NGW, without additional compensation. NGW will bear all costs of this solicitation. In addition, the Company has engaged Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent and will pay a fee of $50,000, for the proxy solicitation service, in addition to certain out-of-pocket expenses. Planet 13 will bear all costs of this solicitation.

NGW has arranged for intermediaries to deliver proxy documents to registered NGW Shareholders and NGW shall bear the cost of such delivery. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the NGW Shares held of record by those intermediaries and NGW may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Registered NGW Shareholders and duly appointed proxyholders (including Beneficial NGW Shareholders who have duly appointed themselves as proxyholder) will be able to attend the virtual Meeting and vote and ask questions in real time, provided they are connected to the Internet and follow the instructions in this Information Circular. Beneficial NGW Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests but will not be able to vote or ask questions at the virtual Meeting. See “General Information Concerning the Meeting and Voting – Beneficial NGW Shareholders”.

Appointment of Proxyholder
The individuals named in the form of proxy provided by NGW (the “Proxy”) are directors or officers of NGW. If you are an NGW Shareholder entitled to vote at the Meeting, you have the right to appoint a Person or company other than the Persons designated in the Proxy, who need not be an NGW Shareholder, to attend and act for you and on your behalf at the Meeting.

NGW Shareholders who wish to appoint a proxyholder to attend, participate or vote at the Meeting as their proxy and vote their NGW Shares MUST submit their Proxy or voting instruction form (“VIF”), as applicable, appointing such proxyholder AND register the proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Proxy or VIF. Failure to register the appointed proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the Meeting.

Registration of Proxyholder
In addition to appointing a proxyholder, NGW Shareholders who wish to vote by proxy at the Meeting MUST register their appointed proxyholder.

To register a proxyholder, NGW Shareholders MUST send an email to nextgreenwaveholdings@odysseytrust.com by 10:00 a.m. (Vancouver time) on February 24, 2022, and provide Odyssey with the required proxyholder contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a username via email. 

If you are a Beneficial NGW Shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

If you are a beneficial shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from beneficial shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to nextgreenwaveholdings@odysseytrust.com by 10:00 a.m. (Vancouver time) on February 24, 2022.

Failure to register the proxyholder with Odyssey will result in the proxyholder not receiving a username required to participate in the virtual Meeting, which would only allow the proxyholder to attend the Meeting as a guest.  Guests will be able only to listen to the virtual Meeting but will not be able to vote or ask questions.

How To Vote at the Virtual Meeting

You have two ways to vote:

  1. by submitting your form of proxy or VIF in accordance with the instructions set out therein; or

  2. during the Meeting by online ballot through the live webcast platform.

Registered NGW Shareholders and duly appointed proxyholders (including Beneficial NGW Shareholders who have duly appointed and registered themselves as proxyholder) who attend the Meeting will be able to vote by completing a ballot online during the Meeting through the live webcast platform.  Completing, signing and returning a form of proxy will not prevent you from attending the Meeting virtually.

  • Step 1: Log in online at https://web.lumiagm.com/247597353. We recommend that you log in at least 30 minutes before the Meeting starts.

  • Step 2: Follow these instructions:

Registered NGW Shareholders: Click “I have a login” and then enter your username and password “ngw2022” (case sensitive). The 12-digit control number located on the form of proxy is your username. If you use your username to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted.  If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.

Duly appointed proxyholders: Click “I have a login” and then enter your username and password “ngw2022” (case sensitive). Proxyholders who have been duly appointed and registered with Odyssey as described in this Information Circular will receive a username by email from Odyssey after the proxy voting deadline has passed. 

Guests: Click “Guest” and then complete the online form.  Guests will be able to listen to the Meeting but will not be able to vote during the Meeting.

It is your responsibility to ensure Internet connectivity for the duration of the Meeting and you should allow ample time to log in to the Meeting online before it begins.

Beneficial NGW Shareholders who have not duly appointed themselves as proxyholder and registered with Odyssey will not be able to vote at the Meeting but will be able to participate as a guest.


Technical Assistance
Should assistance with the use of the virtual meeting platform be required, additional information can be accessed on the provider’s website at https://go.lumiglobal.com/faq. To speak with a Lumi representative, both a live chat service and a contact ticket system are available through the website above.

Voting by Proxyholder
The persons named in the Proxy will vote or withhold from voting the NGW Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your NGW Shares will be voted accordingly. The Proxy also gives discretionary authority to the proxyholder, whether a director or officer of NGW or a Person named by you, to vote your NGW Shares as he or she sees fit on any other matter that may properly come before the Meeting. 

If you do not specify how you want to vote on any item listed on the Proxy, the directors or officers named in the Proxy will vote the NGW Shares represented by the Proxy FOR the approval of that item.

If you choose to appoint someone other than the directors or officers named in the Proxy to vote on your behalf at the Meeting, he or she will vote your NGW Shares in accordance with your instructions. On items for which you do not specify how you want to vote, your proxyholder will vote your NGW Shares as he or she sees fit.

Failing to register your proxyholder online will result in the proxyholder not receiving a username, which is required to vote at the Meeting. See “General Information Concerning the Meeting and Voting – Appointment of Proxyholders” and “General Information Concerning the Meeting and Voting – Registration of Proxyholders” above for more information on how to appoint and register your proxyholder.

Contact Kingsdale Advisors

If you require immediate assistance, please contacts Kingsdale Advisors:

North American Toll-Free: 1-800-749-9052
Outside North America Call Collect: 1-416-867-2272
Email: contactus@kingsdaleadvisors.com

Client care agents are available from:

  • Monday to Friday: 8:30 a.m. to 10:00 p.m. ET
  • Saturdays: 10:00 a.m. to 6:00 p.m. ET

Alternatively, please fill out the form below and one of our client care agents will respond promptly.