Ionik Corporation — Proxy Solicitation & Information Statement 2022

Feb 17, 2022

==> picture [248 x 43] intentionally omitted <==

POPREACH CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2022

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of PopReach Corporation (the “ Company ”) will be held at the offices of PopReach Corporation, 1 University Avenue, 3[rd] Floor, Toronto, ON M5J 2P1 on March 23, 2022 at 11:00 a.m. (Toronto time), for the following purposes, as more particularly described in the accompanying management information circular (the “ Circular ”):

1. to consider, and, if deemed advisable, to pass, with or without variation, a resolution to be approved by at least the majority of the votes cast by the shareholders of the Company, present in person or by proxy, at the Meeting, the full text of which is set out in the Circular, to approve three-cornered amalgamation involving the Company, 2810735 Ontario Inc. d/b/a Federated Foundry (“ Federated ”) and 2873766 Ontario Limited, a wholly-owned subsidiary of PopReach, pursuant to the terms and conditions contained in the Business Combination Agreement dated October 18, 2021, as amended February 14, 2022 (as the same may be or has been modified or amended), all as more particularly described in the Circular (the “ Transaction ”);

2. to elect the directors of the Company to hold office until the next annual meeting of shareholders, or until their successors are elected or appointed;

3. to consider, and, if deemed advisable, to pass, with or without variation, a resolution, to be approved by at least the majority of the votes cast by the shareholders of the Company, present in person or by proxy, at the Meeting, the full text of which is set out in the Circular, to approve a new equity incentive plan for the Company;

4. to consider other matters, including without limitation such amendments or variations to any of the foregoing resolutions, as may properly come before the Meeting or any adjournment thereof.

The nature of the business to be transacted at the Meeting, including details of the Transaction and its effects, is described in further detail in the Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

Holders of common shares registered on the books of the Company at the close of business on February 21, 2022 are entitled to notice of and to vote at the Meeting.

A registered shareholder may attend the Meeting himself, herself or itself, or may be represented by proxy. Registered shareholders who are unable to attend the Meeting or any adjournment thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof.

To proactively deal with the unprecedented public health impact of the novel coronavirus COVID-19, and to mitigate risks to the health and safety of the Company’s communities, shareholders, employees and other stakeholders, shareholders are strongly encouraged to vote by proxy and to avoid attending the Meeting in person. To access the Meeting by teleconference, dial local 416-764-8659 or toll-free 1-888-664-6392, and advise the operator that you are attending the PopReach special meeting of shareholders. To be effective, the enclosed proxy must be mailed or faxed so as to reach or be deposited with the Company’s transfer agent, TSX Trust Company at 301-100 Adelaide Street West, Toronto, ON M5H 4H1 not later than 11:00 a.m. (Toronto time) on March 21, 2022 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof). Late proxies may be accepted or rejected by the chair of the Meeting (the “ Chair ”) in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended by the Chair at his or her discretion, without notice. The Circular explains how to complete the form of proxy and how the voting process works.

Non-registered beneficial shareholders, whose shares are registered in the name of a broker, securities dealer, bank, trust company or similar entity (an “ Intermediary ”), should carefully follow the voting instructions provided by their Intermediary.

DATED this 14[th] day of February, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Mike Vorhaus” Mike Vorhaus Interim Chairman