Inceptus Capital Ltd. — AGM Information 2021

Apr 26, 2021

INCEPTUS CAPITAL LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO: All holders of common shares of Inceptus Capital Ltd.

We will hold an annual general and special meeting of our shareholders on Thursday, May 20, 2021 , at Suite 530, 355 Burrard Street, Vancouver, British Columbia and by telephone conference call (see below) . The meeting will start at 10:00 a.m. (Pacific). We cordially invite you to attend and encourage you to do so.

At the meeting we will:

1. receive the audited annual financial statements of Inceptus Capital Ltd. for the financial year ended March 31, 2021, and the report of our auditor on those statements;

2. elect directors;

3. appoint the auditor for Inceptus Capital Ltd.;

4. seek shareholder approval of our stock option incentive plan;

5. consider and, if deemed advisable, pass ordinary resolutions of disinterested shareholders, the full texts of which are set forth in the Information Circular to which this Notice is attached, approving the following to give effect to amendments to the TSX Venture Exchange’s Policy 2.4 with respect to Capital Pool Companies effective January 1, 2021 (the “New CPC Policy”):

   • a. approving the removal of the consequences associated with Inceptus Capital Ltd. not completing a Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy;

   • b. authorizing Inceptus Capital Ltd. to enter into a new escrow agreement to effect the new provisions for CPC escrow agreements set out in the New CPC Policy; and

   • c. approving the payment of a finder’s fee or commission to a Non-Arm’s Length Party (as defined in the Information Circular to which this Notice is attached) of Inceptus Capital Ltd., upon completion of a Qualifying Transaction in accordance with the New CPC Policy; and

6. consider any other proper business.

An Information Circular prepared by our management, together with a form of proxy, accompany this Notice of Annual General and Special Meeting and should be read in conjunction with this Notice.

Given the continuing public health impact of the COVID-19 pandemic, considerations regarding the health and safety of our employees, shareholders and other stakeholders, as well as public health guidelines to limit gatherings of people, rather than attend the meeting in person, shareholders are strongly encouraged to:

• vote your shares by proxy by no later than 10:00 a.m. (Pacific) on Tuesday, May 18, 2021 (see below); and

• attend the meeting by telephone conference.

In order to participate in the meeting via teleconference, shareholders must pre-register 15 minutes before the start of the meeting at https://bit.ly/2XN7WcS. Upon registration, participants will receive an individual pin to access the meeting via teleconference, along with the dial-in instructions.

DATED at Vancouver, British Columbia, this 15[th] day of April, 2021.

BY ORDER OF THE BOARD (signed) “Peter Chen” Peter Chen President, Chief Executive Officer, Director

If you cannot attend, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions. Please complete, date and sign your form of proxy and return it by mail or fax to our transfer agent, Computershare Investor Services Inc., 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 Canada (facsimile number: within North America 1-866-249-7775; outside North America 1-416-263-9524); or vote by telephone or through the Internet following the instructions in the enclosed form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 10:00 a.m. (Pacific time) on Tuesday, May 18, 2021, or, if the meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned meeting. If you are not a registered shareholder, please refer to the accompanying Information Circular for information on how to vote your shares.

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