Entourage Health Corp. — Proxy Solicitation & Information Statement 2025

Feb 19, 2025

Entourage

HEALTH CORP

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of holders ("Shareholders") of common shares (the "Common Shares") of Entourage Health Corp. ("Entourage" or the "Corporation") will be held on March 21, 2025 at 1:00 p.m. (Toronto Time) in a virtual only format where Shareholders may attend and participate in the Meeting via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1744 (meeting ID: 1744) (password: entourage2025 (case sensitive)), for the following purposes:

1. to consider, and, if deemed advisable, to pass, a special resolution (the "Arrangement Resolution") approving a proposed plan of arrangement involving the Corporation, 2437653 Ontario Inc. (the "Guarantor") and 1001095275 Ontario Inc. (the "Purchaser"), pursuant to Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"), the full text of which is outlined in Appendix A of the accompanying management information circular (the "Circular"); and
2. to transact such other business as may properly come before the Meeting or any adjournment or postponement(s) thereof.

Specific details of the matters to be put before the Meeting, as identified above, are set forth in the Circular which accompanies and is deemed to form part of this Notice of Special Meeting of Shareholders.

Shareholders of record at the close of business on February 10, 2025 (the "Record Date") are entitled to receive notice of and attend the Meeting and are entitled to one vote for each Common Share registered in the name of such Shareholder in respect of each matter to be voted upon at the Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Corporation before the Meeting or at the Chair's discretion at the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Shareholders who hold Common Shares through a broker, investment dealer, bank, trust company or other intermediary ("Non-Registered Shareholders") who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

Registered Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return to TSX Trust Company ("TSX Trust"), the transfer agent and registrar of the Corporation, the enclosed form of proxy (the "Proxy") or follow the instructions provided on the Proxy to vote. To be effective, a Proxy must be completed and received by TSX Trust by March 19, 2025 by 1:00 p.m. (Toronto Time) or in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of such Meeting. A Proxy can be submitted to TSX Trust either in person, by mail or courier, to Suite 301-100

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Adelaide Street West, Toronto, Ontario M5H 4H1; by fax at 416-595-9893; or via the internet at www.voteproxyonline.com, in each case in accordance with the instructions included with the Proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice, and the Chair of the Meeting is under no obligation to accept or reject any particular late Proxy.

Non-Registered Shareholders should carefully follow the instructions provided by their broker or intermediary.

The voting rights attached to the Common Shares represented by a Proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Common Shares will be voted FOR each of the resolutions described in the Circular.

Shareholders who wish to appoint someone other than the management representatives as their proxyholder to attend and participate at the Meeting on his/her/their behalf and vote their Common Shares MUST submit their Proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required to vote at the Meeting and only being able to attend as a guest.

To register a proxyholder to attend and participate at the Meeting, the appointee must register with TSX Trust by 1:00 p.m. (Toronto Time) on March 19, 2025 in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75. TSX Trust will provide the proxyholder with a control number by e-mail after the voting deadline has passed. Without the control number, proxyholders will not be able to participate or vote at the Meeting. It is the responsibility of the Shareholder to advise their proxy (the person they appoint) to contact TSX Trust to request a control number.

A registered Shareholder who has given a Proxy may revoke such Proxy by: (a) depositing an instrument in writing executed by the registered Shareholder or by such Shareholder's attorney duly authorized in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized (i) with TSX Trust in a manner provided under "Information Concerning the Meeting and Voting – How to Revoke a Proxy", not later than 1:00 p.m. (Toronto Time) on March 19, 2025 (or, if the Meeting is adjourned or postponed, not less than 48 hours (Saturdays, Sundays and holidays excepted) prior to the holding of the Meeting); (ii) with the scrutineers of the Meeting, addressed to the attention of the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting, or where the Meeting has been adjourned or postponed, prior to the commencement of the reconvened or postponed meeting on the day of such reconvened or postponed meeting; or (b) in any other manner permitted by law. In addition, if you are a registered Shareholder and intend to be present and vote virtually at the Meeting, you do not need to complete or return your Proxy. If you are a registered Shareholder, voting virtually at the Meeting will revoke any Proxy you completed earlier. If you attend the Meeting but do not vote by ballot, your previously submitted Proxy will remain valid.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an intermediary or broker at any time by written notice to the intermediary in accordance with the instructions received from the intermediary, except that an intermediary may not act on a revocation of a voting instruction form or a waiver of the right to receive meeting materials

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and to vote that is not received by the intermediary in sufficient time prior to the Meeting or any adjournment or postponement thereof.

Accompanying this Notice of Meeting is the Circular, the Proxy and a Letter of Transmittal.

Pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated February 4, 2025 (the "Interim Order"), registered Shareholders have been granted the right to dissent in respect of the Arrangement and, if the Arrangement becomes effective, to be paid an amount equal to the fair value of their Common Shares. This dissent right, and the procedures for its exercise, are described in the Circular under "Dissenting Shareholders' Rights". Failure to comply strictly with the dissent procedures described in this Circular will result in the loss or unavailability of any right to dissent. Persons who are beneficial owners of Common Shares registered in the name of an intermediary who wish to dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a beneficial owner of Common Shares desiring to exercise this right must make arrangements for the Common Shares beneficially owned by such Shareholder to be registered in the Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation or, alternatively, make arrangements for the registered holder of such Common Shares to exercise such right to dissent on the Shareholder's behalf. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the Business Corporations Act (Ontario), as modified by the Interim Order and the Plan of Arrangement (as such term is defined in the Circular), may prejudice such Shareholder's right to dissent.

If the Arrangement is not completed, including if the requisite approvals are not obtained, it is anticipated that the Corporation will seek to complete a transaction by way of CCAA Proceedings (as defined in the Circular). If the transaction is completed through CCAA Proceedings, it is expected that the existing holders of Common Shares will not receive any consideration and will not retain ownership of any of their Common Shares in connection with such transaction and such ownership shall be allocated among the secured lenders of the Corporation.

Notice-and-Access

The Corporation is using the notice-and-access provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to distribute this Circular and its accompanying materials ("Notice-and-Access"). This allows the Corporation to post electronic versions of the meeting materials on the Corporation's profile on SEDAR+ at www.sedarplus.ca, on the Corporation's website at https://entouragehealthcorp.com and on the TSX Trust Notice-and-Access website at https://docs.tsxtrust.com/2416 instead of mailing paper copies to Shareholders. Notice-and-Access is more environmentally friendly, reducing the use of paper and certain physical delivery-related emissions, and more cost effective for the Corporation, as it reduces print and mailing costs.

Shareholders still have the right to request paper copies of the meeting materials posted online by the Corporation under Notice-and-Access if they choose. The Corporation will not use the "stratification" procedure for Notice-and-Access, where a paper copy of the meeting materials is provided along with the notice package.

The meeting materials are available under the Corporation's profile on SEDAR+, on the Corporation's website at https://entouragehealthcorp.com and on TSX Trust's Notice-and-Access website at https://docs.tsxtrust.com/2416. The Corporation's transfer agent, TSX Trust, will provide paper copies of

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this Circular and its accompanying materials free of charge, for a period of up to one year from the date the Circular is filed on SEDAR+, to any Shareholder who requests them by contacting TSX Trust at 1-866-600-5869 (toll-free in North America) or 416-361-0930 (outside North America) or by email at tsxtis@tmx.com. Shareholders who wish to receive a paper copy of the meeting materials in advance of the Meeting should submit their request to TSX Trust no later than March 12, 2025, to allow themselves sufficient time to receive and review the materials before the proxy submission deadline of 1:00 p.m. (Toronto Time) on March 19, 2025. TSX Trust will send materials within three Business Days of receiving a request if the request is received before the meeting date, or within ten days if received on or after the meeting date. Shareholders should consider contacting TSX Trust and requesting an electronic copy of the materials to ensure they have sufficient time to review the materials, in which case requests should be sent to TSX Trust by March 12, 2025.

Company Shareholders will be sent a paper copy of a notice package under Notice-and-Access by pre-paid mail containing: (i) a notification about the Corporation's use of Notice-and-Access with instructions about how to access the proxy-related materials online, and (ii) for Registered Corporation Shareholders, a form of proxy, or for Beneficial Corporation Shareholders a VIF.

Dated this 10th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF ENTOURAGE HEALTH CORP.

By: (signed) "George Scorsis"
Name: George Scorsis
Title: Chief Executive Officer & Executive Chairman

By: (signed) "Jason Alexander"
Name: Jason Alexander
Title: Chair of the Special Committee

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