NOTICE OF ANNUAL GENERAL MEETING AND
SPECIAL GENERAL MEETING (the "Meeting") OF THE MEMBERS OF
THE HEALING CENTER ON MAIN (2015) FOUNDATION
(the "Society")

The Board of Directors of the Society hereby gives notice that the Annual General Meeting and Special General Meeting of the Society will be held at Starbucks Coffee, 4295 Blackcomb Way #123, Whistler, British Columbia, V0N 1B4, on the 18th day of August, 2018 at 6:30 a.m., for the following purposes:

To receive the report of the directors for the Society;
To receive and consider the financial statements from the financial year ended the 30th day of June, 2018;
To elect one director (if any) to serve on the board with the First Directors for the ensuing year;
To approve, ratify and confirm all contracts, acts, proceedings, appointments and payments made by the directors of the Society since the date of the last Annual General Meeting;
To approve the following proposed special resolution:
Assignment Agreement
WHEREAS:
The members of the Society have reviewed an assignment and assumption agreement and release (the "Assignment Agreement") dated as of July 27, 2016 among the Society, The Healing Center on Main Ltd. (the "Assignor"), as assignor, and The Healing Center on Main (2016) Ltd. (the "Assignee"), as assignee, pursuant to which the Assignor agreed to assign (the "Assignment") its rights under the following agreements and its rights, title and interest in and to the intellectual property and trademarks that are subject to the IP Agreement (as defined below) to the Assignee:
an intellectual property license, marketing and development agreement (the "IP Agreement") dated as of August 14, 2015 between the Assignor and the Society; and
a services agreement dated as of August 14, 2015 between the Assignor and the Society; and
Spencer Sangara is a director of the Society and has disclosed his interest in the Assignor and the Assignee.
RESOLVED as a special resolution that:
The transactions among the Society, the Assignor and the Assignee as described in the Assignment Agreement be and are hereby approved.
Notwithstanding any conflict of interest which a director of the Society may have, the directors of the Society are authorized to attend to the execution and completion of the Assignment Agreement in such manner as they may choose.
A copy of the Assignment Agreement will be available at the Meeting.

To approve the following proposed special resolution:
Member-Funded Society
RESOLVED as a special resolution that:
The Society will become a member-funded society effective on the Society filing an application to transition to the new Societies Act.
Upon filing of the application to transition, the Constitution of the Society be amended by the inclusion therein of the following: 
    "This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members."
To approve the following proposed special resolution:
Replacement of Bylaws
RESOLVED as a special resolution that:
After the filing of the application for transition to the new Societies Act, the current Bylaws of the Society be rescinded in their entirety and that the form of Bylaws attached hereto as Schedule "A" be adopted as the Bylaws of the Society in substitution for, and to the exclusion of, the existing Bylaws of the Society.
The replacement bylaws set out in Schedule "A", will take effect on the Society filing the Bylaw Alteration Application with the Registrar of Companies.
A copy of the proposed replacement Bylaws is attached hereto as Schedule "A".
To transact any other business as may be properly brought before the meeting or at any adjournment thereof, without notice.

DATED __________________________, 2018.

BY ORDER OF THE BOARD OF DIRECTORS
By:                                  Spencer Sangara, President