Exelerate Capital Corp. — Proxy Solicitation & Information Statement 2025

May 27, 2025

EXELERATE CAPITAL CORP.
885 W Georgia Street, Suite 2200, Vancouver, BC V6C 3E8
Tel: (604) 691-6100 Fax: (604) 691-6120

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JUNE 20, 2025

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Exelerate Capital Corp. (the “Company”) will be held at 40 Temperance Street, Suite 3200, Toronto, ON, M5H 0B4, on Friday, June 20, 2025 at 1:30 p.m. (Eastern time) for the following purposes:

1. To receive Company’s annual audited financial statements for the fiscal year ended February 28, 2025, together with the auditor’s report thereon and the Company’s annual audited financial statements for the fiscal year ended February 29, 2024, together with the auditor’s report thereon, each of which can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.
2. To consider and re-appoint RSM Canada LLP as the auditors of the Company for the ensuing year; to authorize the directors to fix the remuneration to be paid to the auditors; and to authorize the directors to change auditors during the year, subject to compliance with the requirements of the British Columbia Securities Commission.
3. To fix the number of directors of the Company for the ensuing year at three (3).
4. To elect directors of the Company to hold office for the ensuing year.
5. To consider, and if deemed appropriate, to pass, an ordinary resolution to re-approve the Company’s stock option plan in accordance with the requirements of the TSX Venture Exchange.
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice.

The Company urges Shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below.

The Board of Directors of the Company has fixed the close of business on the 14th day of May, 2025, as the record date for determination of Shareholders entitled to notice of this Meeting or any adjournment(s) thereof and the right to vote thereat.

Shareholders are requested to not attend the Meeting, and instead requested to please complete, date and execute the accompanying form of proxy and deposit it with the Company’s transfer agent, Odyssey Trust Company, Attention: Proxy Department, 702 – 67 Yonge Street, Toronto, Ontario, M5E1J8, Canada, by mail or Vote Online at: https://vote.odysseytrust.com, or as otherwise instructed in the form of proxy, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting. The Chair of the Meeting has the discretion to accept proxies received less than 48 hours prior to the Meeting.

If you are a non-registered Shareholder of the Company and received these materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

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DATED at Toronto, Ontario this 20th day of May, 2025.

EXELERATE CAPITAL CORP.

(Signed) “Mark William Kohler”

Mark William Kohler

Chief Executive Officer and Chairman