Impact Development Group — Regulatory Filings 2021

Oct 27, 2021

YUBBA CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT a special meeting (the “ Meeting ”) of the shareholders of Yubba Capital Corp. (the “ Corporation ”) will be held at the offices of Nauth LPC, Suite 401, 217 Queen Street West, Toronto, ON M5V 0R2 on Thursday, November 18, 2021 at 10:00 a.m. (Eastern time). The Meeting will be held for the following purposes:

1. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to “Fat Llama Corporation”, or such other similar name as may be determined by the Corporation and Ruckify Inc. (“ Ruckify ”) in connection with the Corporation’s proposed qualifying transaction with Ruckify (the “ Ruckify Transaction ”), as more fully described in the management information circular dated October 21, 2021 (the “ Management Information Circular ”) accompanying this notice of Meeting;

2. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the articles of the Corporation to reflect the consolidation of the issued and outstanding common shares in the capital of the Corporation (the “ Common Shares ”) on the basis of one postconsolidation Common Share for every 7.598 pre-consolidation Common Shares, as more fully described in the Management Information Circular;

3. (A) to elect the directors of the Corporation to serve from the close of the Meeting (the “ Current Slate ”) until the earlier of: (i) the close of the next annual meeting of shareholders of the Corporation; (ii) the time of completion of the Ruckify Transaction (the “ Change of Board Time ”), as more fully described in the Management Information Circular; and or (iii) their successors are elected or appointed, all as the case may be, unless his or her office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Business Corporations Act (Ontario) and (B) to elect the directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;

4. to consider and, if deemed appropriate, to approve and confirm, with or without variation, by ordinary resolution, a new stock option plan (the “ New Plan ”) to be adopted by the Corporation upon completion of the Ruckify Transaction; and

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

Information relating to the items above is set forth in the Management Information Circular accompanying this notice of Meeting.

Only shareholders of record as of October 18, 2021, the record date, are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

We ask that shareholders review and follow the instructions of any provincial, regional or other health authorities holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact with has travelled outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Management Information Circular accompanying this notice of Meeting.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, state and local laws and orders, including without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication;

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(iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com. We strongly recommend that you check the Corporation's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. You are encouraged to complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of TSX Trust, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1 (facsimile (416) 595-9593) no later than 10:00 a.m. (Toronto time) on November 16, 2021 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy. As an alternative to completing and submitting an instrument of proxy, registered shareholders and non-objecting beneficial holders may vote electronically using the 12 digit control which can be found on their form of proxy or VIF, at www.voteproxy.com. Objecting beneficial holders should follow the voting instructions found on their VIF mailed to them by Broadridge. Shareholders who wish to vote using the internet should follow the instructions in the enclosed instrument of proxy.

DATED at Toronto, Ontario this 21[st] day of October, 2021.

By Order of the Board of Directors of Yubba Capital Corp.

(signed) “ Jason Smart ” Jason Smart Chief Executive Officer, Chief Financial Officer, Secretary and Director

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