Hemptown Clothing Inc.
1307 Venables Street, Vancouver, British Columbia, V5L 2G1
Phone: (604) 255-5005 and Fax: (604) 255-5038

Dear Shareholders,

This development comes as the result of our years of dedication towards finding an environmentally friendly and economically viable alternative to cotton and synthetics. This work, and our garments, came to the attention of the NRC and lead to this breakthrough arrangement. We now eagerly await each new test sample of this new product, and have already received solid interest from some very large customers. The full potential of this new fiber has not yet been determined, but the demand for it will be in the millions of pounds per year, and could become the cleaner, stronger, softer and even lower cost replacement for conventional cotton that would unlock this billion dollar market. Our working name for this new product is CRAILAR(TM), and we think you'll be hearing a lot about it in the future.

Hemptown also has incorporated three wholly-owned subsidiaries as part of our corporate structure: Hemptown USA, Inc., for handling of our American sales logistics, Crailar Fiber Technologies Inc., as the fiber technology division, and 0697872 B.C. Ltd., an extra-provincially registered BC company that holds 80 acres of industrial property, given to us by the town of Craik, Saskatchewan. We intend to use this property for the construction of a CRAILAR fiber plant, by July 1, 2007. We welcome the people of Craik as partners in our exciting biotech development.

Amidst all this excitement, our 2004 sales managed a record, 26% over the previous year, but did not meet our projected goals. Several of our intended US distributors suffered from overstocking in their warehouses, and have delayed listing Hemptown's current line of products, hopefully not for longer than the beginning of 2006. Our overhead installed in anticipation of adding these distributors created a larger than anticipated loss for the year, which has been addressed with trimmed budgets and tighter financial controls that allow our services to be scaled up as and when required. Our newly introduced blends of innovative eco fabrics incorporating bamboo, soy and other interesting fibers are also expected to help bump "conventional" products off distributors' shelves.

Hemptown's debut in the public markets has been an up and down experience, but we are beginning to create a following of investors and analysts. As the OTCBB is seen as an initial exchange for us, we hope to extend our company's listing to other exchanges in the future, thereby increasing our distribution, demand and liquidity.

Interest and excitement is high for Hemptown's products, and in particular our CRAILAR fiber technology. 2005 and 2006 appear to be a period for "coming of age" for this company. On behalf of the Board, I wish to again thank you for your support, encouragement, enthusiasm and patience as we strive to build further value in Hemptown and its mission.

Yours in health and comfort,

Jerry Kroll, Chairman

Vancouver, B.C.

May 3, 2005

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of Hemptown Clothing Inc. (the "Company") will be held at 1307 Venables Street, Vancouver, British Columbia, V5L 2G1, on Saturday, June 18, 2005, at 10:00 a.m. for the following purposes (the "Notice of Meeting"):

1.         Report of the Directors to the Company. To receive and consider the report of the Directors of the Company to the shareholders of the Company.

2.         Financial Statements of the Company. To receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2004, together with the report of the auditors of the Company on the December 31, 2004 audited consolidated financial statements of the Company.

3.         Approval of the acts of the Directors of the Company. To consider and, if thought advisable, pass the following ordinary resolution, with or without amendment:

         "RESOLVED, by ordinary resolution, that the actions, deeds and conduct of the Directors of the Company on behalf of the Company since the date of the last annual general meeting of the Company are hereby ratified and confirmed."

4.         Approval of the appointment of Auditors for the Company. To consider and, if thought advisable, pass the following ordinary resolution, with or without amendment:

         "RESOLVED, by ordinary resolution, that Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, are hereby appointed auditors of the Company until the next annual general meeting of the Company or until a successor is appointed, at a remuneration to be fixed by the Directors of the Company, and that the Directors of the Company are hereby authorized to fix the auditors' remuneration."

5.         Approval of the election of Directors for the Company. To elect Directors for the Company for the ensuing year.

6. Approval of proposed Stock Option Plan for the Company. To consider and, if thought advisable, pass the following ordinary resolution, with or without amendment:

         "RESOLVED, by ordinary resolution that, subject to regulatory approval, the filing and form of which being at the sole and absolute discretion of the Directors of the Company, the shareholders of the Company hereby approve and authorize the adoption by the Company of a new and proposed stock option plan (the "Stock Option Plan") to, among other matters: (i) fix the maximum number of common shares for which options may be granted under the Stock Option Plan at a maximum of up to 13,685,635 common shares of the Company's share capital; and (ii) specify that the options issued pursuant to the Stock Option Plan are non-transferable; and, furthermore, that the Directors of the Company are authorized, in their sole and absolute discretion, to abandon or alter any portion of the Stock Option Plan at any time without the further approval of the shareholders of the Company."


7.         Approval of Discretion to complete the proposed Stock Option Plan by the Company. To consider and, if thought advisable, pass the following special resolution, with or without amendment:

         "RESOLVED, by special resolution that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which being at the sole and absolute discretion of the Directors of the Company, the Directors of the Company are authorized, in their sole and absolute discretion, to abandon or alter any portion of the proposed Stock Option Plan by the Company at any time without the further approval of the shareholders of the Company."


8.         Other Business. To transact any other business which may properly come before the Meeting.

DATED at Vancouver, British Columbia, on this 3^rd day of May, 2005.

This information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of Hemptown Clothing Inc. (the "Company") for use at the Annual General Meeting (the "Meeting") of shareholders of the Company to be held at the time and place and for the purposes set forth in the Notice of Meeting distributed with this Information Circular. The cost of this solicitation will be borne by the Company.

A shareholder unable to attend the Meeting may appoint a proxyholder to vote his common shares at the Meeting by completing the form of proxy (the "Proxy") provided with this Information Circular. The persons named as proxyholder on the accompanying Proxy have been provided by management for selection by the shareholder. A shareholder desiring to appoint some other person may do so by inserting the name in the space provided. If no choice of proxyholder is made then the first named proxyholder will exercise the Proxy with automatic substitution of the succeeding named proxyholder if such first named is not able to attend the Meeting. A person appointed as proxyholder need not be a shareholder of the Company. All completed Proxy forms must be deposited at the office of the Company, located at 1307 Venables Street, Vancouver, British Columbia, V5L 2G1, not less than 48 hours before the time of the Meeting.

A Proxy may be revoked either by signing a Proxy bearing a later date and depositing it at the place and within the time aforesaid or signing and dating a written notice of revocation (in the same manner as the Proxy is required to be executed as set out in the notes to the Proxy) and either depositing the same at the place and within the time aforesaid or with the Chairperson of the Meeting on the day of the Meeting, or on the day of any adjournment thereof, or registering with the Scrutineer thereat as a shareholder present in person, whereupon such Proxy shall be deemed to have been revoked.

The proxyholder in the enclosed form of Proxy will vote the common shares in respect of which they are so appointed in accordance with the direction of the shareholders appointing them. In the absence of any such direction from a shareholder such common shares will be voted in the discretion of the proxyholder upon the matters described in the form of Proxy.

The enclosed form of Proxy confers discretionary authority upon the proxyholder with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the Meeting unless revoked by the shareholder as provided in the form of Proxy. At the time of printing this Information Circular management of the Company knows of no such amendments, variations, or other matters which are to be presented for action at the Meeting, other than the matters referred to in the Notice of Meeting.

Matters which may properly come before the Meeting shall be any matter not effecting a change in the articles or memorandum of the Company or not disposing of all or substantially all of the assets of the Company.

Those registered members entitled to vote at the Meeting will be determined by the record of such holders at the close of business on April 18, 2005 (the "Record Date").

The Company is authorized to issue 100,000,000 common shares without par value of which 13,685,635 common shares are issued and outstanding as of the Record Date. The Company has no other class of voting securities.

Holders of the outstanding common shares in the capital of the Company on the record date will, on a poll or ballot, be entitled to such votes per common share as provided by the Articles and Memorandum of the Company, provided they are present in person or by Proxy.

To the knowledge of management of the Company the following beneficially own, directly or indirectly, or exercise control or direction, over common shares carrying more than 10% of the voting rights attached to any class of voting securities of the Company:

The Board of Directors and Officers of the Company are soliciting Proxies by issuance of the within Information Circular. Those persons, their present offices and their common shares beneficially owned in the Company, directly or indirectly, are as follows:

The Company's fiscal year end is the 31^st day of December.

Pursuant to Form 41 of the Securities Rules (British Columbia), the Company is a "small business issuer", which is defined as a company that:

• had revenues of less than $25,000,000 in its last completed financial year;
• is not a non-redeemable investment fund or mutual fund;
• has a public float of less than $25,000,000; and
• if it is a subsidiary of another company, that other company is also a small business issuer.

The Company has created seven Executive Offices, namely that of Chairman, Chief Executive Officer, President, Chief Operating Officer, Secretary/Treasurer, Chief Financial Officer, and Chief Administration Officer. In this regard the Company's named Executive Officers (collectively, the "Named Executive Officers") are as follows:

Jerry Kroll - Mr. Kroll became a Director of the Company and the Company's current Chairman and Chief Executive Officer effective on October 6, 1998. Mr. Kroll resigned as President on March 31, 2004.

Jason Finnis - Mr. Finnis became a Director of the Company on December 15, 2000 and the Company's current President effective on March 31, 2004. Mr. Finnis resigned as Chief Operating Officer and Secretary/Treasurer on March 31, 2004.

Larisa Harrison - Ms. Harrison became a Director of the Company and the Company's Chief Administration Officer, effective on December 15, 2000, and the Company's current Secretary/Treasurer effective on March 31, 2004.

Robert Edmunds - Mr. Edmunds became a Director of the Company and the Company's Chief Financial Officer effective on December 15, 2000. Mr. Edmunds resigned as Chief Financial Officer on April 27, 2005.

Guy Carpenter - Mr. Carpenter became the Company's Chief Operating Officer effective on March 31, 2004 and was appointed a Director on June 12, 2004.

Guy Prevost - Mr. Prevost became the Company's current Chief Financial Officer effective on May 2, 2005.

For the purpose of this Information Circular, except as otherwise expressly provided or unless the context otherwise requires, the following words and phrases shall have the following meanings:

The following table details the compensation paid to the Company's Named Executive Officers during the Company's three most recently completed financial years:

During its most recently completed financial year, and for the two previously completed financial years, the Company has not awarded or instituted any LTIPs in favour of its Named Executive Officers.

Other than as set forth in the "Summary Compensation Table" hereinabove, no individual grants of Options to purchase or acquire securities of the Company or any of its subsidiaries (whether or not in tandem with SARs) or any freestanding SARs were granted or were in effect and in favour of any of the Company's Named Executive Officers during the Company's most recently completed financial year. Refer to the section captioned "Stock Options" hereinbelow for further information in this regard.

A total of 60,000 Options were exercised by the Company's Executive Officers during the fiscal year ended December 31, 2004. All Options exercised to date are Options that were issued in the 2001 option plan. The strike price for these Options is $0.50 per share. The aggregate net value of common shares under Option (or tandem SARs) or freestanding SARs (market value less exercise price) as at the date of the Company's most recently completed financial year end was $Nil.

Defined Benefit Plans

The Company does not have, and at no time during its most recently completed financial year had, any defined benefit or actuarial plans in respect of which any of its Named Executive Officers were eligible to participate.

For the Company's most recently completed fiscal year:

1. no compensation of any kind was accrued, owing or paid to any of the Company's current Directors for acting in their capacity as such;
2. no arrangements of any kind existed with respect to the payment of compensation of any kind to any of the Company's current Directors for acting in their capacity as such;

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3. no compensation of any kind was accrued, owing or paid to any of the Company's current Directors for services rendered to the Company as consultants or experts;
4. no arrangements of any kind existed with respect to the payment of compensation of any kind to any of the Company's current Directors for services rendered, or proposed to be rendered, to the Company as consultants or experts; and
5. no SARs or LTIPs were outstanding or in effect in favour of any of the Company's Directors.

The audited consolidated financial statements of the Company for the year ended December 31, 2004 will be placed before the Meeting for review and consideration by the shareholders of the Company.

Management of the Company will recommend to the Meeting to appoint Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, as auditors of the Company for the ensuing year, and to authorize the Directors of the Company to fix such auditors' remuneration.

Management of the Company may propose to seek shareholder approval for the granting of incentive stock Options (which Options may have special rights attached to them) to such Directors, Officers, employees and consultants of the Company during the ensuing year and at such prices and in such amounts as may be determined by the Directors of the Company, in their sole and absolute discretion, and as are acceptable with the appropriate regulatory authorities and, in addition, to approve the exercise of any such or outstanding incentive stock Options by Directors and insiders of the Company together with any amendment or amendments to any such incentive stock Option agreements at such prices and in such amounts as may be determined by the Directors of the Company, in their sole and absolute discretion, and as are acceptable with the appropriate regulatory authorities.

Other than as disclosed herein, none of the Directors or Officers of the Company, nor any person who beneficially owns, directly or indirectly, common shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transactions since the commencement of the Company's last completed financial year, or in any proposed transaction which, in either case, has or will materially affect the Company.

The Directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors in office are duly elected or appointed. The term of office of each member of the Board of Directors expires at the Meeting. Management of the Company proposes to nominate the persons listed below for election as Directors of the Company. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. IN ADDITION TO THE SLATE OF NOMINEES HEREIN LISTED SHAREHOLDERS PRESENT AT THE MEETING SHALL BE

ENTITLED TO NOMINATE AND VOTE FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS A DIRECTOR. THE COMPANY HAS NOT RECEIVED NOTICE OF AND MANAGEMENT IS NOT AWARE OF ANY PROPOSED NOMINEES ADDITIONAL TO THOSE NAMED.

The following persons are proposed to be nominated by management for election as Directors of the Company at the Meeting.

Jerry Kroll. Since 1995 Mr. Kroll has owned and operated Ascend Sportmanagement Inc. Under this company Mr. Kroll acts as a marketing agent representing drivers and race teams attracting corporate sponsorship and doing corporate fundraising. Mr. Kroll has concentrated his efforts in the areas of CART, Indy Car and support event racing. Since 1998 Mr. Kroll has been involved in the Company as a co-founder, Chief Executive Officer and a Director. Mr. Kroll has broad marketing experience including wholesale and retail companies as well as a background in the operation of franchise systems.

Jason Finnis. Since 1998 Mr. Finnis has been involved in the Company as founder. He has been a Director since December 15, 2000 and became the President of the Company in March 2004. Mr. Finnis has been working as an entrepreneur in the hemp industry since 1994. Mr. Finnis has started and grown three different hemp enterprises since 1994 and has built a market for his products, now marketed under the Company's brand name, throughout North America and several cities outside North America. Mr. Finnis has established strong ties with the Federal Government of Canada and was instrumental in removing the Canadian tariff on all imported hemp fabric. Mr. Finnis has been a sought after speaker at many North American universities and conferences speaking on a wide variety of business and hemp industry related topics. Mr. Finnis attended the University of Victoria in the Faculty of Fine Arts, and possesses broad experience in apparel manufacturing, marketing and sales.

Larisa Harrison. Ms. Harrison has been a Director of the Company since December 15, 2000. Ms. Harrison has been working in the hemp clothing industry since 1995. Ms. Harrison was instrumental in creating the growth in demand for the Company's products over the past years. Since 1998 Ms. Harrison has been a self-employed administrative consultant. Ms. Harrison provides human resource management, develops customized computer databases and provides bookkeeping services for several Canadian businesses. In May of 1998 Ms. Harrison was employed by one of Canada's top providers of private label fashion to North American Department and chain stores. In this role Ms. Harrison provided product development, sales support and production management for a number of clients. Ms. Harrison possesses extensive experience in the apparel industry, network administration and graphic design. Ms. Harrison is a graduate of the University of Victoria with a Fine Arts degree from the School of Music.

Robert Edmunds, C.A. Mr. Edmunds has been a Director of Hemptown since December 15, 2000. Mr. Edmunds received a Chartered Accountant designation in 1992. He has worked as the proprietor of a public practice from 1992 through 1998. Since 1998 Mr. Edmunds has been performing consulting work, providing business strategy, financial planning and accounting services for various clients in the entertainment and e-commerce industries.

Guy Carpenter, MBA. Vancouver, British Columbia.  Mr. Carpenter has been a member of the Board of Directors and our Chief Operating Officer since June 12, 2004.  Mr. Carpenter has many years of experience in the apparel industry, and is knowledgeable in all aspects of the industry, from the raw material to the manufacture and sale of the finished product to the consumer. He has developed a number of brands primarily within North America and Europe. During the past four years, Mr. Carpenter and a partner developed one of the largest casual apparel distribution centres in Central Europe. From 1997 until 2000, Mr. Carpenter was a senior vice-president for Danube Knitwear in Hungary/Romania, which manufactured knitwear for global brand names such as Nike, Levi and Gap. Mr. Carpenter received a Masters in Business Administration from the University of South Carolina and a Bachelor of Arts from the College of Charleston.

All of those nominees who are presently Directors will have their term of office as Directors expire as of the date of the Meeting. All of the Directors who are elected will have their term of office expire at the next annual general meeting of the Company.

In 2004 the Board of Directors established an audit committee and approved an audit charter under which the audit committee operates. Mr. Robert Edmunds, Mr. Guy Carpenter and Ms. Larisa Harrison were appointed as members to the audit committee. The functions of the Audit Committee are to monitor overall adherence to Company policy, the effectiveness of the Company's internal audit personnel and their audit activities, and to meet with the Company's accountants, the Company's Chief Financial Officer and the Company's internal auditor on financial and audit matters as appropriate.

The Company does not have either a Nominating or Compensation Committee.

The number of common shares of the Company beneficially owned by the Company's nominees for Directors, directly, or indirectly, as of the date hereof is based on information furnished by the nominees themselves to the Company.

The Corporations Act provides that a shareholder has the right to apply to the Supreme Court on the grounds that the Company is acting or proposes to act in a way that is prejudicial to such shareholder. On such an application the Court may make such order as it sees fit including an order to prohibit any act proposed by the Company. Under the Corporations Act a shareholder, director, former director, officer, former officer, the Registrar of Companies or any other person who, in the discretion of the Court, is a proper person to seek an oppression remedy, can apply for a preventative order where an act or omission of a corporation or its affiliates or the powers of the directors of a corporation or its affiliates are being exercised in a manner that is oppressive or unfairly prejudicial to any security holder, creditor, director or officer.

Under the Corporations Act a shareholder, director, officer of former shareholder, director of officer of the Corporation or its affiliates, the Registrar of Companies and any other person who, in the discretion of the Court, is a proper person to make an application to bring a derivative action, may, with leave of the Court, bring an action in the name of and on behalf of the Company to enforce an obligation owed to the Company that could be enforced by the Company itself or to obtain damages for any breach of such an obligation. In addition, the Corporations Act permits derivative actions to be commenced in the name of and on behalf of the Company or any of its subsidiaries.

Management of the Company is presently seeking shareholder consideration and ratification of the following matters. In this regard, and where referenced, the term "ordinary resolution" is defined to mean a resolution passed by a majority of not less than one-half (1/2) of the votes cast by members of the Company, and "special resolution" is defined to mean a resolution passed by a majority of not less than two-thirds (2/3s) of the votes cast by members of the Company, who, being entitled to do so, vote in person or by Proxy at this Meeting of the Company.

As set forth in the "Notice of Meeting" which is attached to this Information Circular, management of the Company initially proposes to seek shareholder approval, by way of ordinary resolution, that, subject to regulatory approval, the filing and form of which being at the sole and absolute discretion of the Directors of the Company, the shareholders of the Company hereby approve and authorize the adoption by the Company of a new and proposed stock option plan (the

"Stock Option Plan") to, among other matters: (i) fix the maximum number of common shares for which options may be granted under the Stock Option Plan at a maximum of up to 13,685,635 common shares of the Company's share capital; and (ii) specify that the options issued pursuant to the Stock Option Plan are non-transferable; and, furthermore, that the Directors of the Company are authorized, in their sole and absolute discretion, to abandon or alter any portion of the Stock Option Plan at any time without the further approval of the shareholders of the Company.

The Company's proposed Stock Option Plans authorize the Directors of the Company, in their sole and absolute discretion, to grant incentive stock Options to purchase common shares of the Company to any Director, Officer, full-time or part-time dependent contractor employee or consultant of the Company upon whose judgment, initiative and efforts the Company may rely for the successful conduct of its business. The proposed Stock Option Plans do not provide criteria for determining the number of Options an individual shall be awarded, or the term of such Options, but confer broad discretion on the Directors of the Company to make these decisions, subject to the rules and policies of the applicable stock exchange. A copy of the Company's proposed Stock Option Plan will be made available for review by the shareholders of the Company at the Meeting.

As finally set forth in the attached Notice of Meeting, management of the Company hereby also proposes to seek shareholder approval, again by way of special resolution, with or without amendment, that, subject to regulatory approval, the filing and form of which being at the sole and absolute discretion of the Directors of the Company, the Directors of the Company are authorized, in their sole and absolute discretion, to abandon or alter any portion of the proposed Stock Option Plan and Adoption at any time without the further approval of the shareholders of the Company.

The Company will consider and transact such other business as may properly come before the Meeting or any adjournment thereof. Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting the common shares represented by the Proxy solicited hereby will be voted on such matter in accordance with the best judgment of the persons voting by Proxy.

The Company's mailing address and business office is located at 1307 Venables Street, Vancouver, British Columbia, V5L 2G1. The Company's telephone number is (604) 255-5005 and the Company's fax number is (604) 255-5038.

Matters which may properly come before the Meeting shall be any matter not effecting a change in the Articles or Memorandum of the Company or not disposing of all or substantially all of the assets of the Company.

DATED at Vancouver, British Columbia, on this 3^rd day of May, 2005.

THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE COMPANY.

I, the undersigned shareholder of the Company, am the registered owner of common shares in the capital of the Company and I appoint Jerry Kroll, the Chief Executive Officer and a Director of the Company, or in the place of the foregoing, Jason Finnis, the President and a Director of the Company, or in the place of the foregoing, Thomas J. Deutsch, solicitor for the Company, or in the place of each of the foregoing                               (you may fill in the name of another person you wish to act for you; see note 1 at the end of this Proxy and please print the person's name) as proxyholder for and on behalf of the shareholder with the power of substitution to attend, act and vote for and on behalf of the shareholder in respect of all matters that may properly come before the Meeting of the shareholders of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned shareholder were present at the said Meeting, or any adjournment thereof.

Without limiting the general powers conferred by this Proxy, I direct my Proxy to vote as follows:

                          VOTE FOR:     [            ]                       WITHHOLD VOTE:     [            ]

                          VOTE FOR:     [            ]                       WITHHOLD VOTE:     [            ]

                          VOTE FOR:     [            ]                       WITHHOLD VOTE:     [            ]

                          VOTE FOR:     [            ]                       WITHHOLD VOTE:     [            ]

                          VOTE FOR:     [            ]                       WITHHOLD VOTE:     [            ]

                          VOTE FOR:     [            ]                       WITHHOLD VOTE:     [            ]

                          VOTE FOR:     [            ]                       WITHHOLD VOTE:     [            ]

                          VOTE FOR:     [            ]                       VOTE AGAINST:     [            ]

                          VOTE FOR:     [            ]                       VOTE AGAINST:     [            ]

IF I HAVE NOT SPECIFIED MY PROXY VOTE IN A PARTICULAR WAY ON ANY RESOLUTION HEREIN, THEN I HEREBY CONFIRM THAT MY PROXYHOLDER MAY VOTE MY PROXY VOTE ON THAT PARTICULAR RESOLUTION IN MY PROXYHOLDER'S DISCRETION.

I AUTHORIZE MY PROXY TO ACT FOR ME AND TO VOTE AS HE OR SHE SEES FIT ON ANY MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING. The undersigned shareholder hereby revokes any Proxy previously given to attend and vote at this Meeting.

NOTES TO SHAREHOLDER COMPLETING THIS PROXY FORM:

1. If the shareholder wishes to attend the Meeting to vote on the resolutions in person, please register your attendance with the Company's scrutineers at the Meeting.
2. If the shareholder has its securities held by its financial institution and wishes to attend the Meeting to vote on the resolutions in person, please cross off the management appointee, insert the shareholder's name in the blank space provided, do not indicate a voting choice by any resolution, sign and date the Proxy form and return the Proxy form. At the Meeting a vote will be taken on each of the resolutions as set out on this Proxy form and the shareholder's vote will be counted at that time.

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3. If the shareholder cannot attend the Meeting but wishes to vote on the resolutions, the shareholder can appoint another person, who need not be a shareholder of the Company, to vote according to the shareholder's instructions. To appoint someone other than the person named, you must cross off the management appointee name or names and insert your appointed proxyholder's name in the space provided, sign and date the Proxy form and return the Proxy form. Where no choice on a resolution is specified by the shareholder, this Proxy form confers discretionary authority upon the shareholder's appointed proxyholder.
4. If the shareholder cannot attend the Meeting but wishes to vote on the resolutions and to appoint one of the management appointees named, please leave the wording appointing a nominee as shown, sign and date the Proxy form and return the Proxy form. Where no choice is specified by a shareholder on a resolution shown on the Proxy form, this Proxy form confers discretionary authority upon the nominee of management acting as proxyholder.
5. The securities represented by this Proxy form will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot of a resolution that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. With respect to any amendments or variations in any of the resolutions shown on the Proxy form, or matters which may properly come before the Meeting, the securities will be voted by the nominee appointed as the nominee in its sole discretion sees fit.
6. If the shareholder votes on the resolutions and returns the Proxy form, the shareholder may still attend the Meeting and vote in person should the shareholder later decide to do so. To attend the Meeting the shareholder must revoke the Proxy form by sending a new Proxy form with the revised instructions.
7. You or your attorney authorized in writing must date and sign this Proxy.
8. If you are a corporation you must execute this Proxy under seal or by an officer or attorney authorized in writing.
9. This Proxy is valid for one year from its date.

The proxyholder may at his discretion vote upon any amendment or variation of the above matters or any other matters that may properly be brought before the Meeting or any adjournment thereof. The shareholder may revoke this discretion by placing his or her initials in the space provided immediately below:

            Voting discretion denied:                                               .

RECEIVED AT THE OFFICES OF THE COMPANY, LOCATED AT 1307 VENABLES STREET, VANCOUVER, BRITISH COLUMBIA, V5L 2G1, BY MAIL OR BY FAX AT (604) 255-5038 NO LATER THAN 48 HOURS PRIOR TO THE TIME OF THE MEETING.

Printed on 30% recycled post-consumer waste, de-inked paper

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of Hemptown Clothing Inc. (the "Company") will be held at 1307 Venables Street, Vancouver, British Columbia, V5L 2G1, on Saturday, June 18, 2005, at 10:00 a.m. for the following purposes (the "Notice of Meeting"):

1.         Report of the Directors to the Company. To receive and consider the report of the Directors of the Company to the shareholders of the Company.

2.        Financial Statements of the Company. To receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2004, together with the report of the auditors of the Company on the December 31, 2004 audited consolidated financial statements of the Company.

3.         Approval of the acts of the Directors of the Company. To consider and, if thought advisable, pass the following ordinary resolution, with or without amendment:

         "RESOLVED, by ordinary resolution, that the actions, deeds and conduct of the Directors of the Company on behalf of the Company since the date of the last annual general meeting of the Company are hereby ratified and confirmed."

4.         Approval of the appointment of Auditors for the Company. To consider and, if thought advisable, pass the following ordinary resolution, with or without amendment:

         "RESOLVED, by ordinary resolution, that Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, are hereby appointed auditors of the Company until the next annual general meeting of the Company or until a successor is appointed, at a remuneration to be fixed by the Directors of the Company, and that the Directors of the Company are hereby authorized to fix the auditors' remuneration."

5.         Approval of the election of Directors for the Company. To elect Directors for the Company for the ensuing year.

6.         Approval of proposed Stock Option Plan for the Company. To consider and, if thought advisable, pass the following ordinary resolution, with or without amendment:

         "RESOLVED, by ordinary resolution that, subject to regulatory approval, the filing and form of which being at the sole and absolute discretion of the Directors of the Company, the shareholders of the Company hereby approve and authorize the adoption by the Company of a new and proposed stock option plan (the "Stock Option Plan") to, among other matters: (i)

fix the maximum number of common shares for which options may be granted under the Stock Option Plan at a maximum of up to 13,685,635 common shares of the Company's share capital; and (ii) specify that the options issued pursuant to the Stock Option Plan are non-transferable; and, furthermore, that the Directors of the Company are authorized, in their sole and absolute discretion, to abandon or alter any portion of the Stock Option Plan at any time without the further approval of the shareholders of the Company."

7.        Approval of a proposed Name Change by the Company. To consider and, if thought advisable, pass the following special resolution, with or without amendment:

         "RESOLVED, by special resolution, that, subject to regulatory approval and in compliance with the policies of the stock exchange or over-the-counter market applicable to the Company, the final form and filing of which being at the sole and absolute discretion of the Board of Directors of the Company (the "Board"), the name of the Company be changed from Hemptown Clothing Inc. to such name as may be approved by the Board, in its sole and absolute discretion, and as is acceptable with the appropriate regulatory authorities (the "Name Change"); and, furthermore, that the Board is authorized, in its sole and absolute discretion, to abandon or alter any portion of the proposed Name Change at any time without the further approval of the shareholders of the Company."

8.         Other Business. To transact any other business which may properly come before the Meeting.

DATED at Vancouver, British Columbia, on this 3^rd day of May, 2005.