Electric Royalties Ltd. — Proxy Solicitation & Information Statement 2024

Feb 22, 2024

ELECTRIC ROYALTIES LTD.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (“ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Electric Royalties Ltd. (the “ Company ”) (formerly Rebel Capital Inc.) will be held at 14[th] Floor, 1040 West Georgia Street, Vancouver, B.C. V6E 4H1 on March 19, 2024 at 10:00 AM (Vancouver time) for the following purposes:

1. to consider, and if thought advisable, with or without variation, to pass a resolution of the majority of disinterested Shareholders approving the amended and restated standby convertible loan agreement dated February 16, 2024 (the “ Amended and Restated Convertible Loan Agreement ”) between the Company and Gleason & Sons LLC (“ Gleason ”) as a “related party transaction” in accordance with Multilateral Instrument 61101 – Protection of Minority Security Holders in Special Transactions ;

2. to consider, and if thought advisable, with or without variation, to pass a resolution of the majority of disinterested Shareholders approving the Amended and Restated Convertible Loan Agreement and the potential issuance of Common Shares upon the conversion of any principal amount outstanding and accrued and unpaid interest pursuant to the Amended and Restated Convertible Loan Agreement, on the basis that the transaction is the first private placement with Stefan Gleason since he became a “Control Person” of the Company, in accordance with the applicable policies of the TSX Venture Exchange; and

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

Information relating to the matters to be brought before the meeting is set forth in the Circular, a copy of which is available at http://www.sedarplus.ca.

DATED this 20[th] day of February, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“Brendan Yurik”

Brendan Yurik Chief Executive Officer