Ginger Beef Corporation — Proxy Solicitation & Information Statement 2022

Oct 12, 2022

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GINGER BEEF CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a Special Meeting (the “ Meeting ”) of the shareholders of Ginger Beef Corporation (the “ Corporation ”) will be held at Suite 810, 734 - 7th Avenue S. W., Calgary, Alberta, on Monday, the 7[th] day of November, 2022 at the hour of 10:00 o'clock in the forenoon (Calgary time) for the following purposes:

1. to consider and, if deemed advisable, approve a special resolution (the “ Amalgamation Resolution ”) in the form attached as Appendix A to the management information circular (the “ Circular ”) dated October 6, 2022 accompanying this notice of meeting, approving the amalgamation (the “ Amalgamation ”) of the Corporation and Leung & Son Holdings Inc. (“ Newco ”) to form an amalgamated company (“ Amalco ”), pursuant to which the shareholders of Newco (the “ Acquirors ”) will receive the common shares of Amalco and the shareholders of the Corporation (“ Shareholders ”), other than the Acquirors, will receive redeemable Class A preferred shares of Amalco, upon the terms and conditions set forth in the amalgamation agreement (the “ Amalgamation Agreement ”) between the Corporation and Newco dated September 9, 2022, attached as Appendix B to the Circular, and the ratification and approval of the Amalgamation Agreement; and

2. to transact such other business, including any amendments or variations to the foregoing, as may properly come before the Meeting or any adjournment or postponement thereof.

The Amalgamation Resolution must be approved at the Meeting:

• by at least 2/3 of the votes cast by all holders of common shares of the Corporation (“ Common Shares ”); and

• by at least a simple majority of the votes cast by the Shareholders other than the Acquirors (the “ Public Shareholders ”);

in each case, based on the votes cast by Shareholders present in person or represented by proxy at the Meeting.

Accompanying this notice of meeting are: (i) the Circular; (ii) instruments of proxy and notes thereto; and (iii) the letter of transmittal sent to registered Shareholders (the “ Letter of Transmittal ”).

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Copies of the text of the Amalgamation Resolution and the Amalgamation Agreement are attached as Appendix A and Appendix B, respectively, to the Circular.

Shareholders of the Corporation who are unable to attend the Meeting in person and who wish to ensure that their Common Shares will be voted are requested to complete, sign and return the enclosed form of proxy for use at the Meeting or any adjournment thereof. To be effective, the proxy must be mailed so as to reach or be deposited with Computershare Trust Company of Canada (i) by mail using the enclosed return envelope; or (ii) by hand delivery to Computershare, Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1. You may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), or by Internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 10:00 a.m. (Mountain Standard Time) on June 24, 2022, or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the beginning of any adjournment of the Meeting.

Shareholders of the Corporation whose Common Shares are held in an account with a brokerage firm or an intermediary (i.e. a broker, investment firm, clearing house, trust company or a similar entity), are deemed to be a beneficial shareholder of the Corporation (“ Beneficial Shareholder ”). Beneficial Shareholders should follow the instructions set out in the voting instructions form provided by Computershare Trust Company of Canada to ensure that their Common Shares are voted at the Meeting. For additional details see “ Advice to Beneficial Shareholders ” in the Circular.

In order to receive the cash payable upon the completion of the Amalgamation and the redemption of the Class A preferred shares of Amalco, shareholders must complete and sign the enclosed Letter of Transmittal and return it, together with their Common Share certificate(s) and any other required documents and instruments, to Computershare Investor Services Inc., in accordance with the procedure set out in the Letter of Transmittal. If the Amalgamation is not completed, share certificate(s) sent to Computershare Investor Services Inc. will be returned to shareholders. Please refer to “ Information Regarding the Amalgamation ‐ Deposit of Share Certificates and Redemption of Common Shares ” in the Circular for more details.

Pursuant to Section 191 of the Business Corporations Act (Alberta) (the “ ABCA ”), registered shareholders of the Corporation are entitled to exercise rights of dissent in respect of the proposed Amalgamation and to be paid fair value for their Common Shares. Shareholders of the Corporation wishing to dissent with respect to the Amalgamation must send to the Corporation a written objection to the Amalgamation, which must be received by the Corporation at its registered office before the Meeting or by the Chairman of the Meeting at or before the Meeting. The registered address for the Corporation is Suite 810 – 734 - 7th Avenue S. W., Calgary, Alberta, T2P 3P8, Attention: Morris S. McManus, K. C. Failure to strictly comply with the requirements set forth in Section 191 of the ABCA may result in the loss of any right of dissent. Persons who are beneficial owners of Common Shares of the Corporation registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered shareholders are entitled to dissent. A Shareholder who beneficially owns

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Common Shares but is not the registered holder thereof, should contact the registered holder for assistance. See “ Particulars of Matters to be Acted Upon –Approval of the Amalgamation Agreement - Right to Dissent ” in the accompanying Circular for a description of a Shareholder’s right to dissent to the Amalgamation.

The Corporation’s Board of Directors (the “ Board ”) has fixed the close of business on October 3, 2022 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Only registered shareholders at the close of business on that date are entitled to such notice and to vote at the Meeting except that a transferee of Common Shares acquired after that date shall be entitled to vote at the Meeting if such transferee produces properly endorsed certificates for such Common Shares or otherwise establishes ownership of such Common Shares and has demanded not later than 10 days before the Meeting that the name of such transferee be included in the list of shareholders entitled to vote at the Meeting.

Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder’s risk.

DATED the 6[th] day of October, 2022.

By Order of the Board of Directors

(Signed) " Stanley Leung "

Stanley Leung

Chief Financial Officer and Director