Nova Cannabis : Final Short Form Prospectus

This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities to be offered hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any of the securities laws of any state of the United States and may not be offered or sold or otherwise disposed of in the United States or to or for the account of U.S. Persons absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Unless otherwise specified in the applicable prospectus supplement, this short form prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby within the United States. See "Plan of Distribution".

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities (except in respect of any sales pursuant to an "at-the-market" distribution as defined in National Instrument 44-102 Shelf Distributions ("NI 44-102")).

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the corporate services offices of Nova Cannabis Inc. ("Nova", the "Corporation", "we", "us" or "our") at 101, 17220 Stony Plain Road NW, Edmonton, Alberta T5S 1K6 or at 403-948-5227, and are also available electronically at www.sedar.com. See "Documents Incorporated by Reference".

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

June 27, 2022

Nova Cannabis Inc.

$35,000,000

Common Shares

First Preferred Shares

Subscription Receipts

Warrants

Debt Securities

Units

This short form base shelf prospectus (the "Prospectus") relates to the offering for sale from time to time, during the 25-month period that this Prospectus, including any amendments hereto or amendments and restatements hereof, remains valid, of up to $35,000,000 (or the equivalent in other currencies or currency units based on the applicable exchange rate at the time of the offering) aggregate initial offering price of common shares ("Common Shares"), first preferred shares ("First Preferred Shares"), subscription receipts ("Subscription Receipts"), warrants to purchase Common Shares ("Warrants"), senior or subordinated debt securities ("Debt Securities"), and/or units comprised of one or more of the other securities described in this Prospectus in any combination ("Units" and, together with the Common Shares, First Preferred Shares, Subscription Receipts, Debt Securities and Warrants, the "Securities"). The Securities may be offered by us or by our securityholders. We, or our securityholders, may offer Securities in such amount and, in the case of the First Preferred Shares, Subscription Receipts, Warrants, Debt Securities, and Units, with such terms as we, or our securityholders, may determine in light of market conditions. We, or our securityholders, may sell the First Preferred Shares, Subscription Receipts, Warrants, and Debt Securities in one or more series.

The distribution of Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at non-fixed prices, such as market prices prevailing at the time of sale or prices related to such prevailing market prices to be negotiated with purchasers, including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102 including sales made directly on the TSX and as set forth in one or more supplements to this Prospectus (each, a "Prospectus Supplement"). This Prospectus may qualify an "at-the-market distribution", as defined under NI 44-102 (an "ATM Distribution").

There are certain risk factors that should be carefully reviewed by prospective purchasers. See "Risk Factors".

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to prospective purchasers together with this Prospectus, except in respect of any sales pursuant to an ATM Distribution. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The specific variable terms of any offering of Securities will be set forth in a Prospectus Supplement, including where applicable: (i) in the case of the Common Shares, the number of Common Shares offered, the currency (which may be Canadian dollars or any other currency), the issue price and any other specific terms; (ii) in the case of First Preferred Shares, the number of First Preferred Shares being offered, the designation of the series, the offering price, dividend rate, if any, and any other specific terms; (iii) in the case of Subscription Receipts, the number of Subscription Receipts offered, the currency (which may be Canadian dollars or any other currency), the issue price, the terms and procedures for the exchange of the Subscription Receipts and any other specific terms; (iv) in the case of Warrants, the designation, the number of Warrants offered, the currency (which may be Canadian dollars or any other currency), number of the Common Shares that may be acquired upon exercise of the Warrants, the exercise price, dates and periods of exercise, adjustment procedures and any other specific terms; (v) in the case of Debt Securities, the designation, aggregate principal amount and authorized denominations of the Debt Securities, any limit on the aggregate principal amount of the Debt Securities, the currency (which may be Canadian dollars or any other currency), the issue price (at par, at a discount or at a premium), the issue and delivery date, the maturity date (including any provisions for the extension of a maturity date), the interest rate (either fixed or floating and, if floating, the method of determination thereof), the interest payment date(s), the provisions (if any) for subordination of the Debt Securities to other indebtedness, any redemption or purchase provisions, any repayment provisions, any terms entitling the holder to exchange or convert the Debt Securities into other securities, any defeasance provisions, security (if any) applicable to such Debt Securities and any other specific terms; and (vi) in the case of Units, the designation, the number of Units offered, the offering price, the currency (which may be Canadian dollars or any other currency), terms of the Units and of the securities comprising the Units and any other specific terms. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities.

You should read this Prospectus and any Prospectus Supplement before you invest in any Securities. Prospective investors should be aware that the acquisition of the Securities may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein or in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities. See "Certain Income Tax Considerations".

Our issued and outstanding Common Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the trading symbol "NOVC". On June 24, 2022, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $0.90 per Common Share. Any offering of Securities other than Common Shares will be a new issue of securities with no established

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trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Securities to be offered thereunder will not be listed on any securities exchange.

Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Securities other than Common Shares may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus or any applicable Prospectus Supplement. This may affect the pricing of these Securities in the secondary market (if any), the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. See "Risk Factors".

No underwriter has been involved in the preparation of, or has performed a review of, the contents of this Prospectus.

Subject to applicable laws, and other than in relation to an ATM Distribution, in connection with any offering of Securities, the underwriters, dealers or agents, as the case may be, may over-allot or conduct transactions intended to stabilize, maintain or otherwise affect the market price for the Securities at levels other than those which otherwise might prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time. See "Plan of Distribution".

No underwriter or dealer of an ATM Distribution, and no person or company acting jointly or in concert with such underwriter or dealer, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under this Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities. The Prospectus Supplement relating to a particular offering of Securities will identify each person who may be deemed to be an underwriter, dealer or agent, as the case may be, with respect to such offering and will set forth the terms of the offering of such Securities, including, to the extent applicable, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, the public offering price, the proceeds expected to be received by us or any selling security holder, any fees, discounts or other compensation payable to underwriters, dealers or agents, and any other material terms of the plan of distribution will be named in the related Prospectus Supplement.

The Corporation has filed an undertaking not to distribute specified derivatives or asset-backed securities, as the case may be, that, at the time of distribution, are novel without pre-clearing with the applicable regulator the disclosure to be contained in the shelf prospectus supplement pertaining to the distribution of any such novel specified derivatives or asset-backed securities.

Zachary George is a director of the Corporation who resides outside of Canada. This director has appointed Bennett Jones LLP, 4500 - 855 2nd Street S.W., Calgary, Alberta T2P 4K7, as his agent for service of process. Prospective investors are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus.

Our head office is located at 101, 17220 Stony Plain Road NW Edmonton, Alberta T5S 1K6, and our registered office is located at Suite 4000, 421 - 7th Avenue S.W., Calgary, Alberta, T2P 4K9.

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TABLE OF CONTENTS
	Page
DEFINITIONS AND OTHER MATTERS.......................................................................................................	2
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS...................................................	2
DOCUMENTS INCORPORATED BY REFERENCE....................................................................................	4
WHERE YOU CAN FIND ADDITIONAL INFORMATION.............................................................................	6
NOVA CANNABIS INC. ................................................................................................................................	6
OUR BUSINESS ...........................................................................................................................................	6
CONSOLIDATED CAPITALIZATION ...........................................................................................................	9
USE OF PROCEEDS....................................................................................................................................	9
PLAN OF DISTRIBUTION ............................................................................................................................	9
EARNINGS COVERAGE ............................................................................................................................	11
DESCRIPTION OF COMMON SHARES....................................................................................................	11
DESCRIPTION OF FIRST PREFERRED SHARES...................................................................................	12
DESCRIPTION OF SUBSCRIPTION RECEIPTS ......................................................................................	12
DESCRIPTION OF WARRANTS................................................................................................................	13
DESCRIPTION OF DEBT SECURITIES ....................................................................................................	14
DESCRIPTION OF UNITS..........................................................................................................................	16
PRIOR SALES ............................................................................................................................................	17
MARKET FOR SECURITIES ......................................................................................................................	17
SELLING SECURITYHOLDERS ................................................................................................................	18
RISK FACTORS..........................................................................................................................................	18
CERTAIN INCOME TAX CONSIDERATIONS ...........................................................................................	18
EXEMPTIONS.............................................................................................................................................	18
LEGAL MATTERS ......................................................................................................................................	18
AGENT FOR SERVICE OF PROCESS......................................................................................................	19
AUDITORS..................................................................................................................................................	19
PURCHASERS' STATUTORY AND CONTRACTUAL RIGHTS ................................................................	19
CERTIFICATE OF THE CORPORATION…………………………………………………………………….. C-1

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DEFINITIONS AND OTHER MATTERS

In this Prospectus and any Prospectus Supplement, unless otherwise indicated, references to "we", "us", "our", "Nova Cannabis" or the "Corporation" are to Nova Cannabis Inc. and "Shareholders" refers to the holders of Common Shares. All references to "dollars", "Cdn.$" or "$" are to Canadian dollars and all references to "U.S.$" are to United States dollars. Unless otherwise indicated, all financial information included and incorporated by reference into this Prospectus and any Prospectus Supplement is determined using International Financial Reporting Standards ("IFRS").

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus and any Prospectus Supplement, and in certain documents incorporated by reference into this Prospectus and any Prospectus Supplement contain certain forward- looking statements and forward-looking information (collectively referred to as "forward-lookingstatements"). When used in such documents, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "project" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. In particular, this Prospectus and the documents incorporated by reference into this Prospectus contain forward-looking statements which include, but are not limited to, the manner in which the selling securityholders may sell Securities, the filing of one or more Prospectus Supplement(s), the expansion of our cannabis retail business, our business objectives, the expected impacts of previously announced acquisitions, dispositions and developments, and the exercise of the Buyback Option (as defined herein).

In addition to those forward-looking statements referred to above, readers should also refer to the 2021 AIF (as defined below), under the heading "Forward-LookingInformation", and the 2021 Annual MD&A (as defined below) and the Q1 2022 Interim MD&A (as defined below) under the heading "Forward-LookingStatements", each of which are incorporated by reference into this Prospectus, for a list of some additional forward-looking statements made by us in this Prospectus and the documents incorporated by reference into this Prospectus.

Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward- looking statements due to a number of uncertainties and risks, including the risks described in this Prospectus, any Prospectus Supplement and in the documents incorporated by reference into this Prospectus and other unforeseen risks, including, without limitation:

• risks relating to the COVID-19 pandemic, governmental responses thereto, the Corporation's continuous monitoring thereof and measures taken in response thereto, and the impact thereof on the local and global economies, the cannabis industry, and on the Corporation generally;
• risks relating to federal, provincial and municipal government cannabis regulations and changes thereto;
• competition;
• the state of the economy, including general economic conditions in Canada (including the Provinces of Alberta, Ontario and Saskatchewan);
• the unpredictability and volatility of the share price of the Common Shares;
• the potential lack of an active trading market for the Common Shares;
• dilution and future sales of the Common Shares or securities convertible into Common Shares;
• the Corporation's ability to continually meet the listing requirements to maintain the listing of the Common Shares on the TSX;
• the availability of sufficient financial resources to fund the Corporation's capital expenditures and strategies;

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