Jack Nathan Medical Corp. — Proxy Solicitation & Information Statement 2023

Jun 29, 2023

JACK NATHAN MEDICAL CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of Jack Nathan Medical Corp. (the “ Corporation ”) will be held at the offices of the Corporation’s legal counsel, Dickinson Wright LLP, 199 Bay Street, Suite 2200, Commerce Court West, Toronto, Ontario, Canada on Wednesday, July 19, 2023, at the hour of 10:00 a.m. (Toronto time) for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Corporation as at and for the financial years ended January 31, 2023 and 2022, together with the auditors’ report thereon;

2. to consider and, if deemed advisable, to pass, with or without variation, a resolution to reappoint MNP LLP, Chartered Professional Accountants and Licensed Public Accountants, as auditors of the Corporation and to authorize the directors of the Corporation to fix the auditors’ remuneration and the terms of their engagement;

3. to consider and, if deemed advisable, to elect as directors of the Corporation for the forthcoming year the nominees proposed by the management of the Corporation in the management information circular of the Corporation (the “ Circular ”) accompanying and forming part of this Notice;

4. to consider and, if deemed advisable, to pass, with or without variation, a resolution to reapprove the Corporation’s Omnibus Equity Incentive Plan, as required pursuant to the rules of the TSX Venture Exchange;

5. to consider and, if deemed advisable, to pass, with or without variation, a resolution (a) approving, confirming and ratifying the entering into by the Corporation as borrower of an Cdn$8,000,000 convertible debenture (the “ Convertible Debenture ”) in favour of Wal-Mart Canada Corp. as lender, as such Convertible Debenture is described in the Circular, and (b) authorizing and approving the entering into by the Corporation with Wal-Mart Canada Corp. of an investor rights agreement as required by the terms of the Convertible Debenture and as such agreement is described in the Circular; and

6. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The details of the matters proposed to be put before the Meeting are set forth in the Circular, which is supplemental to and expressly made a part of this Notice. Shareholders of record as of the close of business on June 19, 2023 (the record date) will be entitled to vote at the Meeting and at any adjournment or adjournments thereof. A form of proxy solicited by management of the Corporation in respect of the Meeting is enclosed herewith.

DATED at the City of Toronto, in the Province of Ontario, as of the 16th day of June, 2023.

By Order of the Board of Directors of JACK NATHAN MEDICAL CORP.

(signed) “Neil J. Labatte”

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Neil J. Labatte Chairman of the Board of Directors

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY OR OTHER APPROPRIATE FORM OF PROXY AND RETURN IT TO THE TRANSFER AGENT, TSX TRUST COMPANY, 100 ADELAIDE STREET WEST, SUITE 301, TORONTO, ONTARIO M5H 4H1, BY NOT LATER THAN 10:00 A.M. (TORONTO TIME) ON JULY 17, 2023 OR, IF THE MEETING IS ADJOURNED, NOT LATER THAN 48 HOURS, EXCLUDING SATURDAYS, SUNDAYS OR HOLIDAYS, PRECEDING THE TIME OF SUCH ADJOURNED MEETING, IN DEFAULT OF WHICH IT MAY BE TREATED AS INVALID, ALTHOUGH THE CHAIRMAN OF THE MEETING HAS THE DISCRETION TO ACCEPT PROXIES FILED LESS THAN 48 HOURS PRIOR TO THE COMMENCEMENT OF THE MEETING, OR ANY ADJOURNMENT THEREOF. IN ORDER TO BE REPRESENTED BY PROXY, SHAREHOLDERS MUST COMPLETE AND SUBMIT THE ENCLOSED FORM OF PROXY OR OTHER APPROPRIATE FORM OF PROXY.