Comprehensive Healthcare Systems Inc. — Proxy Solicitation & Information Statement 2021

Jan 25, 2021

GREENSTONE CAPITAL CORP. 2440 Kensington Road NW Calgary, Alberta T2N 3S1

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the " Meeting ") of the shareholders of Greenstone Capital Corp. (the " Company ") will be held on February 16, 2021 at 10:00 a.m. (Kelowna time) at the offices of Pushor Mitchell LLP, 301 – 1665 Ellis Street, Kelowna, British Columbia and by conference call for the purposes set forth below and as more fully described in the Company’s management information circular (the " Circular ") that accompanies this Notice:

1. to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution to be conditional on and to take effect only in the event that the Merger (as defined below) is completed, to elect Hassan Mohaideen, Vikas Ranjan, Mariam Cather, Dr. Fiona Gupta, Mo Fazil and Amit Dutta as directors of the Resulting Issuer (as defined in TSX Venture Exchange Policy 2.4) (the " Resulting Issuer Director Resolution ");

2. to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution to be conditional on and to take effect only in the event that the Merger is completed, to appoint MAZARS USA LLP as the Resulting Issuer’s auditor for the ensuing year and to authorize the board of directors of the Resulting Issuer to fix the auditor's remuneration (the " Resulting Issuer Auditor Resolution ");

3. to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution, to be conditional on and to take effect only in the event that the Merger is completed, to authorize and approve the adoption of a new stock option plan of the Resulting Issuer (the " Resulting Issuer Option Plan Resolution ";

4. to consider, and if thought appropriate, to approve, with or without variation, a special resolution, to be conditional on and to take effect only in the event that the Merger is completed, to authorize and approve an amendment of the articles of the Company to:

   • a. create a new class of restricted voting convertible shares; and

   • b. amend the terms of the Common Shares,

in each case, as more fully described in the Circular (together with the Resulting Issuer Director Resolution, the Resulting Issuer Auditor Resolution and the Resulting Issuer Option Plan Resolution, the " Resulting Issuer Resolutions ");

1. to consider, and if thought appropriate, to approve, with or without variation, an ordinary resolution of disinterested shareholders to authorize and approve an amendment to the escrow agreement dated September 6, 2018 among the Company, TSX Trust Company and certain shareholders of the Company, as more fully described in the Circular;

2. to consider, and if thought appropriate, to approve, with or without variation, an ordinary resolution of disinterested shareholders to authorize and approve the removal of potential consequences in the event the Company does not complete a Qualifying Transaction within twenty‐four months of the date its Common Shares were initially listed on the TSX Venture Exchange;

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1. to consider, and if thought appropriate, to approve, with or without variation, an ordinary resolution of disinterested shareholders to authorize the payment of finder’s fees or commissions to non‐arm’s length parties to the Company, as more fully described in the Circular; and

2. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Circular, which accompanies this Notice.

The Board has fixed January 7, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, this Meeting and any adjournment thereof.

At the Meeting, shareholders will be asked to consider and vote on the Resulting Issuer Resolutions, which are in furtherance of the Company’s previously announced business combination (the " Merger ") involving Comprehensive Healthcare Systems Inc. (" CHS ") and the Company’s wholly‐owned subsidiary, Greenstone Capital USA Inc. (" Subco "). The Merger will be completed in accordance with the terms and conditions of the merger agreement and plan of reorganization dated December 7, 2020 between CHS, the Company and Subco, a copy of which is available on the Company’s profile on the System for Electronic Document Analysis and Retrieval (" SEDAR ") at www.sedar.com.

It is expected that the Merger will constitute the Company’s Qualifying Transaction (as defined in TSX Venture Exchange Policy 2.4). The Company’s shareholders are not required to approve the Merger, however the Resulting Issuer Resolutions must be considered at the Meeting in order to allow the Company to complete the Qualifying Transaction. Failure to pass the Resulting Issuer Resolutions could impede or prevent the completion of the Qualifying Transaction.

In light of the ongoing novel coronavirus disease (COVID‐19) pandemic and in adherence to current government direction and advice (to which the Company will adhere between the date of this Circular and the date of the Meeting or any adjournment or postponement thereof), the Company is providing shareholders with an opportunity to attend the Meeting and to vote either in person (subject to applicable restrictions regarding public gatherings), via conference call or by proxy at the Meeting. The Company encourages shareholders not to attend the Meeting in person, particularly if they are experiencing any of the described COVID‐19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. Those attending in person will be required to comply with the then current direction and advice from federal, provincial and municipal levels of government concerning public gatherings. Shareholders should be advised that constantly evolving restrictions on the size of public gatherings are beyond the control of the Company, and attendance at the Meeting in person may be difficult or not permitted. Accordingly, the Company recommends that shareholders vote by proxy. Shareholders or proxyholders who decide to participate by conference call will be able to listen to the Meeting, ask questions and vote, all in real time, provided they comply with all requirements to do so.

The Company reserves the right to take any additional precautionary measures deemed appropriate in relation to the Meeting in response to further developments in respect of the COVID‐19 pandemic including, if considered necessary or advisable, hosting the Meeting solely by means of remote communication. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. We strongly recommend you check the Company’s profile on the SEDAR website prior to the Meeting for the most current information. In the event of

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any changes to the Meeting format due to the COVID‐19 outbreak, the Company will not prepare or mail amended Meeting materials.

ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE BY SUBMITTING THEIR COMPLETED FORM OF PROXY (OR VOTING INSTRUCTION FORM) PRIOR TO THE MEETING BY ONE OF THE MEANS DESCRIBED IN THE CIRCULAR ACCOMPANYING THIS NOTICE OF MEETING.

Shareholders wishing to attend the Meeting by conference call may do so by using the following access numbers:

Conference Call Dial‐In Number: 1‐877‐526‐8882

Access Code: 9795689#

DATED at Calgary, Alberta, this 14[th] day of January, 2021.

BY ORDER OF THE BOARD

" Mo Fazil " President, Chief Executive Officer and Director

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