CAD Tax Information Statement and Notice for Certain Resident Holders


Please see attached Notice of Special Meeting and Management Information Circular dated January 24, 2022 which was previously provided to Next Green Wave shareholders and provided on SEDAR, section titled “Certain Canadian Federal Income Tax Considerations”, at [link NGW INFORMATION CIRCULAR FOR SPECIAL MEETING].

In accordance with the information provided in the circular, Eligible Holders may find a Canadian tax instruction letter at [link NGW CAD TAX INSTRUCTION LETTER].

U.S. Tax Information Statement and Notice for Certain U.S. Holders of Next Green Wave Holdings Inc.’s Shares


Pursuant to the Plan of Arrangement and Arrangement Agreement between Planet 13 and Next Green Wave Holdings Inc. (“NGW”) dated December 20, 2021, Planet 13  will acquire all the outstanding shares of NGW in exchange for Planet 13 shares and cash (the “Arrangement”) followed by the merger of NGW into Planet 13 in a series of  transactions intended to constitute a tax-deferred reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).   However, as described in the Circular, certain U.S. holders of NGW shares are required to recognize a deemed dividend on the exchange equal to the all earnings and profits amount (“All E&P Amount”) attributable to the holder’s NGW shares under Section 367(b) of the Code.  Certain other U.S. holders may be required to recognize gain on the exchange unless they elect to recognize a deemed dividend on the exchange equal to the All E&P Amount attributable to the holder’s NGW shares.

As described in the Tax Information Statement at [link FILE REFERENCE NGW US TAX INFORMATION STATEMENT RE 367(b) NOTICE AND ELECTION],  NGW, in consultation with its accountants, has determined that it has never had earnings and profits for any taxable year in which it has been in existence that would result in any shareholder having an All E&P Amount.  Accordingly, NGW believes that U.S holders that are otherwise required to recognize the deemed dividend and eligible U.S. holders who make the deemed dividend election will not have to include in income a deemed dividend related to a positive All E&P Amount for U.S. federal income tax purposes.

Please see the Tax Information Statement for additional detail on NGW’s All E&P Amount and the deemed dividend election available to certain U.S. holders under Section 367(b) of the Code.

A sample Notice pursuant to Treasury Regulations Section 1.367(b)-1(c) for the deemed dividend election can be found at [link FILE REFERENCE SAMPLE TAX NOTICE – 367(b)].