GURU Organic Energy Corp. — Proxy Solicitation & Information Statement 2025

Feb 19, 2025

GURU ORGANIC ENERGY CORP.

NOTICE OF 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Montréal, Québec, January 29, 2025

Notice is hereby given that an annual and special meeting of shareholders (the "Meeting") of GURU Organic Energy Corp. (the "Company") will be held on Thursday, March 13, 2025 at 11:30 a.m. (Montréal Time).

Unless we advise otherwise by way of press release and on our website (https://investors.guruenergy.com/), we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1750. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

The Meeting will be held for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the fiscal year ended October 31, 2024 and the auditor's report thereon;
2. to elect directors;
3. to appoint auditors and authorize the directors to fix their remuneration;
4. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution (the full text of which is attached as Annex C to the Management Information Circular) approving a proposed amendment to the Company's Omnibus Incentive Plan and ratifying certain conditional grants made pursuant to such plan, as more fully described in section "Certain Approvals in respect of the Company's Omnibus Incentive Plan" of the Management Information Circular; and
5. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Management Information Circular and proxy form for the Meeting are enclosed with this notice.

Registered shareholders and duly appointed proxyholders will be able to participate in 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 Management Information Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to participate in the Meeting as guests, but guests will not be able to vote at the Meeting.

If you do not expect to be able to participate in the Meeting, please complete, date and sign the accompanying proxy form and return it by following the instructions on the accompanying proxy form and the Management Information Circular. Proxies submitted by mail, fax or Internet must be received by TSX Trust Company ("TSX Trust"), by 11:30 a.m. (Montréal Time) on Tuesday, March 11, 2025. These instructions include the additional step of registering such

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proxyholder with our transfer agent, TSX Trust, after submitting your form of proxy or voting instruction form. Failure to register the proxyholder with TSX Trust will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest.

While as of the date hereof we intend to hold the Meeting in virtual-only format, we reserve the right to hold a hybrid meeting which would permit both in-person and virtual participation. Changes to the means of holding the Meeting, if any, will be announced by way of press release and on our website (https://investors.guruenergy.com/). We do not intend to prepare or mail an amended Management Information Circular in the event of changes to the Meeting format.

Only persons shown on the register of shareholders (or their duly appointed proxyholders) at the close of business on the record date, being January 31, 2025, will be entitled to participate in the Meeting and vote.

By order of the Board of Directors,

(s) Ingy Sarraf
Ingy Sarraf
Chief Financial Officer and Corporate Secretary