Genesis Land Development Corp. — AGM Information 2021

Apr 8, 2021

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual m Meeting Common Shares Corporation will be held on Friday, May 14, 2021 at 9:00 a.m. (Mountain Daylight Time). As a result of ongoing provincial COVID-19 limitations and restrictions on in-person indoor gatherings, our Meeting will be held as a virtual only shareholders meeting. The following business is to be conducted at the Meeting:

1. to receive and consider the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2020 and the report of the auditors thereon;

2. to fix the number of directors of the Corporation to be elected at the Meeting at 5 and to elect the directors of the Corporation for the ensuing year;

3. to appoint MNP LLP, Chartered Professional Accountants, Calgary, Alberta, as auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix the auditors' remuneration; and

4. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Shareholders of record of Common Shares at the close of business on March 30, 2021 will be entitled to vote at the Meeting.

Registered shareholders and duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/257489824 where they can participate and vote during the M Shareholders who are unable to attend the Meeting are requested to date and execute the enclosed form of proxy and return it in the envelope provided for that purpose. Alternatively, shareholders may vote by proxy, by telephone or over the internet. See page 13 of the accompanying Circular for further information.

In order to be valid and acted upon at the Meeting, the proxy must be received by Computershare Trust Company of Canada (the Transfer Agent uding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournments or postponements thereof. Shareholders are cautioned that the use of the mail to transmit proxies is at shareho risk. The Chair of the Meeting has discretion to waive or extend the proxy deadline.

DATED at the City of Calgary, in the Province of Alberta, the 5[th] day of March 2021.

BY ORDER OF THE BOARD OF DIRECTORS

Stephen J. Griggs Chair of the Board Genesis Land Development Corp.

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your Common Shares represented, please complete the enclosed form of proxy and return it as soon as possible in the envelope provided for that purpose. your Voting Instruction Form (VIF), shareholders can also vote prior to the proxy cut-off for the Meeting by phone or by submitting their vote online. Information on how to vote by phone or online is located in the voting form the shareholder received. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in his sole discretion and the Chair is under no obligation to accept or reject any late forms of proxy.

If the provincial COVID-19 limitations and restrictions on in-person indoor gatherings are modified or removed such that an in-person meeting of Genesis shareholders would be permitted, Genesis may determine to convene the Meeting as an in-person shareholders meeting rather than a virtual only shareholders meeting. Any decision in this regard will be publicly announced by Genesis prior to the Meeting. A proxy deposited in respect of the Meeting will be valid whether the Meeting is held as a virtual only shareholders

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meeting or an in-person shareholders meeting. Accordingly, a shareholder that submits a proxy in respect of the virtual only Meeting will not need to take any action if Genesis determines to convene the Meeting as an in-person shareholders meeting rather than a virtual only shareholders meeting.

Forward-Looking Statements

Certain statements in this Circular and any information incorporated herein by reference may constitute forward-looking statements or information (" forward-looking statements ") within the meaning of applicable securities legislation, including Canadian Securities - performance and condition of the Corporation generally and in particular relating to a determination to convene the Meeting as an inperson shareholders meeting rather than a virtual only shareholders meeting and timing for future Board assessments. Generally, these forward-looking statements can be identified by the use of forward-

or variations of

Although the Corporation believes that the anticipated future results, performance or achievements expressed or implied by forwardlooking statements are based upon reasonable assumptions and expectations, investors should not place undue reliance on forwardlooking statements because they involve assumptions, known and unknown risks, uncertainties and other factors many of which are beyond the Corporation's control, which may cause the actual results, performance or achievements of the Corporation to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements. Accordingly, the Corporation cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward-looking statements.

Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to: changes to COVID-19 protocols and restrictions, the impact of contractual arrangements and incurred obligations on future operations and l

properties; the uncertainties of real estate development and acquisition activity; fluctuations in interest rates; the ability to access and raise debt and capital on favourable terms; not realizing on the anticipated benefits from transactions or not realizing on such anticipated benefits within the expected time frame; labour matters; governmental regulations; stock market volatility; and other risks and factors described from time to time in the documents filed by the Corporation with the securities regulators in Canada available at www.sedar.com cussion & Analysis under the heading "Risks and The forward-looking statements contained in this Circular are made as of the date of this Circular and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.

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