Jack Nathan Medical Corp. — Proxy Solicitation & Information Statement 2024

Nov 8, 2024

This Management Information Circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF THE SHAREHOLDERS

OF

JACK NATHAN MEDICAL CORP.

To be held at 10:00 a.m. (Toronto time) on Friday, November 29, 2024

Dated as of November 4, 2024

No securities regulatory authority has in any way passed upon the merits of anything described in this Management Information Circular and any representation to the contrary is an offence.

JACK NATHAN MEDICAL CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a 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 Friday, November 29, 2024, at the hour of 10:00 a.m. (Toronto time) for the following purposes:

1. to consider and, if deemed advisable, to pass, with or without variation, a resolution approving, confirming and ratifying the entering into by the Corporation, together with two of its subsidiaries, Jack Nathan Medical Inc. and Jack Nathan Functional Health Inc. (collectively, the “ Vendors ” and together with the Corporation, the “ JNH Companies ”), WELL Health Technologies Corp. (“ WELL ”) and an indirect subsidiary of WELL, 1506177 B.C. Ltd. (the “ Buyer ”), of an agreement providing for the sale by the Vendors to the Buyer of the JNH Companies’ Canadian business, assets and operations, other than certain Canadian operations which may be transitioned in connection with the transaction, as such agreement is described in the management information circular of the Corporation (the “ Circular ”) accompanying and forming part of this Notice; and

2. 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 October 29, 2024 (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 4th day of November, 2024.

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

(signed) “Michael Marchelletta”

______ Michael Marchelletta

Executive Vice 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 NOVEMBER 27, 2024 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.

TABLE OF CONTENTS

GLOSSARY OF TERMS ........................................................................................................................ ii SUMMARY .............................................................................................................................................. 1 PROXY SOLICITATION ...................................................................................................................... 1 PART ONE ............................................................................................................................................... 2 VOTING INFORMATION AND PRINCIPAL SHAREHOLDERS; APPOINTMENT AND REVOCABILITY OF PROXIES ....................................................................................................... 2 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON AND INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ..................... 7 PART TWO .............................................................................................................................................. 8 PARTICULARS OF MATTER TO BE ACTED UPON AT THE MEETING ................................. 8 OTHER BUSINESS.......................................................................................................................... 14 ADDITIONAL INFORMATION ..................................................................................................... 15 BOARD APPROVAL ........................................................................................................................... 15

ENCLOSURES Notice of Meeting Form of Proxy Relating to Meeting

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GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Management Information Circular:

“ beneficial shareholders ” has the meaning ascribed thereto under Part One “Voting Information and Principal Shareholders Appointment and Revocability of Proxies − Non-registered or Beneficial Shareholders”;

“ Board ” means the board of directors of the Corporation in office at any particular time;

• “ Circular ” means this Management Information Circular;

“ Common Shares ” means the common shares in the capital of the Corporation, as currently constituted;

“ Corporation ” or “ JNH ” means Jack Nathan Medical Corp., a corporation existing under the OBCA;

“ Meeting Date ” means Friday, November 29, 2024;

“ Meeting ” means the special meeting of Shareholders to be held on the Meeting Date, including any adjournment, adjournments, postponement or postponements thereof;

“ Meeting Materials ” means this Circular and the accompanying Notice and form of proxy;

“ Notice ” means the Notice of the Meeting accompanying this Circular;

“ OBCA ” means the Business Corporations Act (Ontario), as amended;

“ Person ” includes any individual, partnership, association, limited or unlimited liability company, joint venture, body corporate, trustee, trust, executor, administrator, legal representative, government or any other entity, whether or not having legal status;

“ Record Date ” in respect of the Meeting means October 29, 2024;

“ Shareholder ” means a holder of Common Shares;

“ TSXV ” means the TSX Venture Exchange; and

words importing the singular number only include the plural and vice versa and words importing any gender or the neuter includes all genders and the neuter.

CURRENCY

As the Corporation's financial statements are prepared in Canadian dollars, all dollar amounts referred to in this Circular are expressed in Canadian dollars unless otherwise indicated. References in this Circular to “$” or “Cdn$” are to Canadian dollars.

FORWARD-LOOKING INFORMATION

Certain statements contained in this Circular constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe”, “estimate", "expect" and similar expressions as they relate to the Corporation are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Forward-looking information contained in this Circular includes, without limitation, statements with respect to the closing of the asset sale transaction with Well Health Technologies Corp. and the Corporation’s plan to continue

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to own and operate its Mexican business and operations following such closing. Such statements reflect the Corporation's current views and intentions with respect to future events, and current information available to it, and are subject to certain risks, uncertainties, and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: risks associated with the requirement to obtain Shareholder and TSXV approvals for the asset sale transaction with Well Health Technologies Corp.; risk of failing to fulfill a closing condition of the said transaction, such as the execution by the Corporation’s Mexican subsidiary of the profit share agreement with Walmart; changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political, and competitive developments; the economic and business impact of operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Corporation in an unexpected manner or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Corporation does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this Circular is made as of the date of this Circular and the Corporation undertakes no obligation to publicly update or revise any forward- looking information, other than as required by applicable law.

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SUMMARY

The following is a summary of the matters to be considered and, in some cases, voted upon by Shareholders at the Meeting and certain other information contained in this Circular. This summary is provided for convenience only and the information in this summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in the Circular. Certain capitalized terms used in this summary are defined in the Glossary of Terms in this Circular.

Meeting Date and Location

The Meeting will be held on Friday, November 29, 2024 at 10:00 a.m. (Toronto time) at the offices of Dickinson Wright LLP, Suite 2200, 199 Bay Street, Commerce Court West, Toronto, Ontario, Canada.

Record Date

The Record Date for determining Shareholders entitled to receive notice of and to vote at the Meeting is the close of business on October 29, 2024.

Purposes of the Meeting

The purposes of the Meeting are as follows:

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• to consider and, if deemed advisable, to pass, with or without variation, a resolution approving, confirming and ratifying the entering into by the Corporation, together with two of its subsidiaries, Jack Nathan Medical Inc. and Jack Nathan Functional Health Inc. (collectively, the “ Vendors ” and together with the Corporation, the “ JNH Companies ”), WELL Health Technologies Corp. (“ WELL ”) and an indirect subsidiary of WELL, 1506177 B.C. Ltd. (the “ Buyer ”), of an agreement providing for the sale by the Vendors to the Buyer of the JNH Companies’ Canadian business, assets and operations, other than certain Canadian operations which may be transitioned in connection with the transaction, as such agreement is described in this Circular; and

• to consider such other matters as may properly come before the Meeting or any adjournment or adjournments thereof.

Shareholder Approvals Required

Unless otherwise noted under “ Particulars Of Matters To Be Acted Upon At The Meeting ”, and unless otherwise required by law or applicable stock exchange rule, every question and every resolution coming before the Meeting will be determined by a majority of votes duly cast on the matter.

PROXY SOLICITATION

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management of Jack Nathan Medical Corp. (the “Corporation”) for use at the special meeting (the “Meeting”) of the holders of Common Shares of the Corporation to be held on Friday, November 29, 2024, at 10:00 a.m. (Toronto time) and at any adjournment or adjournments thereof, for the purposes set forth in the notice (the “Notice”) of Meeting accompanying this Circular.

All costs of this solicitation of proxies by management will be borne by the Corporation. In addition to the solicitation of proxies by mail, directors and officers and certain employees of the Corporation may solicit

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proxies personally by telephone or other telecommunication but will not receive additional compensation for doing so.

The information contained herein is given as of November 4, 2024, unless otherwise noted.

This Circular describes the matters to be acted on at the Meeting and the procedures for attending or appointing proxies to vote at the Meeting.

PART ONE

VOTING INFORMATION AND PRINCIPAL SHAREHOLDERS; APPOINTMENT AND REVOCABILITY OF PROXIES

REGISTERED SHAREHOLDERS

If you are a registered Shareholder, you can vote your shares at the Meeting in person or by proxy. If you wish to vote in person at the Meeting and are certain that you will be able to attend the Meeting, do not complete or return the form of proxy included with this Circular. Your vote can be cast by you in person and counted at the Meeting. If you do not wish to attend the Meeting or do not wish to vote in person, or you are not certain that you will be able to attend the Meeting, complete and deliver the form of proxy in accordance with the instructions given below.

Appointment of Proxy

A form of proxy is enclosed and you are asked to sign, date and return the form of proxy in the envelope provided. The persons named in the enclosed form of proxy are directors, officers or other individuals appointed by the Corporation. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person (who need not be a shareholder of the Corporation), other than the persons designated in the enclosed form of proxy, to vote for you and to attend and speak on your behalf at the Meeting Such right may be exercised by striking out the names of the persons designated in the enclosed form of proxy and by inserting in the blank space provided for that purpose the name of the person to be appointed or by completing another proper form of proxy. It is important to ensure that any other person you appoint will be attending the Meeting and will represent you to the Meeting. Proxyholders should, upon arrival at the Meeting, present themselves to a representative of the scrutineers at the Meeting.

The proxy must be executed by the Shareholder or his attorney duly authorized in writing or, if the Shareholder is a corporation, by instrument in writing executed by a duly authorized signatory of such corporation (under corporate seal if so required by the rules and laws governing the corporation). If the proxy is executed by a duly authorized attorney or authorized signatory of the Shareholder, the proxy should reflect such person’s capacity following his or her signature. At the request of the Corporation, an appropriate instrument evidencing such person's qualifications and authority to act may be required.

Depositing Proxy

Registered Shareholders may vote in person at the Meeting or any adjournment or postponement thereof or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders unable to be present at the Meeting in person are requested to date and sign the enclosed form of proxy and mail it to or deposit it with our registrar and transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 Attention: Proxy Department, such that it is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the commencement of the Meeting or any adjournment thereof, in

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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.

A proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting.

NON-REGISTERED OR BENEFICIAL SHAREHOLDERS

Your shares may not be registered in your name but in the name of an intermediary (which is usually a bank, trust company, securities dealer or stock broker, or trustees or administrators of self-administered registered savings plans, registered retirement savings funds, registered education savings plans and similar plans, or a clearing agency in which an intermediary participates). If your shares are listed in an account statement provided to you by a broker, then it is likely that those shares are not registered in your name but under the broker’s name or under the name of an agent of the broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited which acts as the nominee for many Canadian brokerage firms) and, in the United States, under the name of Cede & Co. (the registration name for The Depository Trust Company, which acts as depository for many U.S. brokerage firms and custodian banks).

If your shares are registered in the name of an intermediary or a nominee, you are a non-registered or beneficial shareholder (a “ beneficial shareholder ”). Beneficial shareholders should be aware that only registered shareholders whose names appear on the share register of the Corporation, or the persons they appoint as their proxies, are entitled to vote at the Meeting. The purpose of the procedures described below is to permit non-registered shareholders to direct the voting of the shares they beneficially own. There are two categories of beneficial shareholders. Beneficial shareholders who have provided instructions to an intermediary that they do not object to the intermediary disclosing ownership information about them are considered to be Non-Objecting Beneficial Owners (“ NOBOs ”). Beneficial shareholders who have objected to an intermediary providing ownership information are Objecting Beneficial Owners (“ OBOs ”).

The Corporation has distributed copies of this Circular, the accompanying form of proxy and the Notice, (collectively, the “ Meeting Materials ”) directly to registered shareholders and either directly to the NOBOs or to intermediaries for distribution to NOBOs together with the intermediary’s form of proxy or voting instruction form. The Corporation has distributed copies of the Meeting Materials to intermediaries for distribution to the OBOs. The Corporation does not intend to pay for intermediaries to forward to OBOs the Meeting Materials, such that an OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

These Meeting Materials are being sent to both registered and beneficial shareholders of the securities. If you are a non-registered owner, and if the Corporation or its transfer agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding shares on your behalf.

If the Corporation or its transfer agent has sent these materials directly to you, as a beneficial shareholder, the Corporation (and not the intermediary holding shares on your behalf) has assumed responsibility for (i) delivering these materials to the beneficial shareholder, and (ii) executing the beneficial shareholder’s proper voting instructions.

If you are a beneficial shareholder who has received these proxy-related materials directly from the Corporation or transfer agent, please return your voting instructions as specified in the request for voting instructions.

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Notice and Access

Applicable securities legislation allows electronic delivery of the Meeting Materials and/or delivery of the Meeting Materials only to those who request them (“ Notice and Access ”). The Corporation will not be sending the Meeting Materials to registered shareholders or beneficial shareholders using Notice and Access for the Meeting.

VOTING PROCEDURE FOR BENEFICIAL SHAREHOLDERS

Brokers or agents can only vote the shares of the Corporation if instructed to do so by the beneficial shareholder.

Every broker or agent has its own mailing procedure and provides its own instructions. Typically, a beneficial shareholder will be given a voting instruction form which must be completed and signed by the beneficial shareholder in accordance with the instructions provided by the intermediary. The purpose of this form is to seek instructions from the beneficial shareholder on how to vote on behalf of or otherwise represent the beneficial shareholder. A beneficial shareholder cannot use this form to vote or otherwise represent shares in person at the Meeting. If you are a beneficial shareholder, you must follow the instructions provided by the intermediary in order to ensure that your shares are voted or otherwise represented at the Meeting.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada and in the United States. Broadridge mails a voting instruction form in lieu of the proxy provided by the Corporation. The voting instruction form will name the same persons as the Corporation’s proxy to vote your shares and to represent you at the Meeting. You have the right to appoint a person (who need not be a beneficial shareholder of the Corporation) other than the persons designated in the voting instruction form to vote your shares and to represent you at the Meeting. To exercise this right, you should insert the name of your desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or be given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote shares directly at the Meeting – the instruction form must be returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the shares voted or otherwise represented at the Meeting.

Occasionally, a beneficial shareholder may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of shares owned by the beneficial shareholder but is otherwise not completed. This form of proxy does not need to be signed by you. In this case, you can complete and deliver the proxy as described above under the heading “ Registered Shareholders ”.

Beneficial shareholders should carefully follow the instructions of their intermediary on the forms they receive, including those regarding when and where the form of proxy or voting instruction form is to be delivered, and contact their intermediaries promptly if they need assistance.

OBJECTING BENEFICIAL OWNERS – OBOS

If you are an OBO, you cannot use the mechanisms described above for registered shareholders and must follow the instructions provided by the intermediary in order to ensure that your shares are voted or you are otherwise represented at the Meeting.

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NON-OBJECTING BENEFICIAL OWNERS – NOBOS

If you, as a NOBO, receive the Corporation’s form of proxy, you may complete and deliver the proxy as described above under the heading “ Registered Shareholders ”. If you, as a NOBO, receive the intermediary’s voting instruction form, follow the instructions provided by the intermediary with respect to completing the form in order to ensure that your shares are voted or you are otherwise represented at the Meeting.

Beneficial Shareholders – Attendance at Meeting

Although as a beneficial shareholder you may not be recognized directly at the Meeting for the purposes of voting shares registered in the name of your broker or other intermediary, you may vote your shares as proxyholder for your broker or other intermediary and you may attend the Meeting in that capacity. If you wish to attend at the Meeting and indirectly vote your shares as proxyholder for your broker or other intermediary, you should enter your own name in the blank space on the voting instruction form provided to you, complete the voting instructions and return the voting instruction form to your broker or other intermediary in accordance with the instructions provided by your broker or other intermediary, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your Common Shares.

Revocation of Proxies and Voting Instruction Forms

A registered shareholder who executes and returns a proxy may revoke it (to the extent it has not been exercised) by depositing a written statement to that effect executed by the shareholder or his, her or its attorney duly authorized in writing or by electronic signature or by transmitting by telephonic or electronic means, a revocation that is signed by electronic signature, or, if the shareholder is a corporation, by written instrument executed (under corporate seal if so required by the rules and laws governing the corporation) by a duly authorized signatory of such corporation:

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• with the Corporation’s registrar and transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Proxy Department, at any time such that it is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the commencement of the Meeting or any adjournment thereof, 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 or at any time prior to a vote being taken in reliance on such proxy;

• with the Chairman of the Meeting provided that that it is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the commencement of the Meeting or any adjournment thereof, 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, or at any time prior to a vote being taken in reliance on such proxy; or

• in any other manner permitted by law.

A registered shareholder who has revoked a proxy may submit another proxy by delivering another properly executed form of proxy bearing a later date and depositing it as described above and under the heading “ Depositing Proxy ”.

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A beneficial shareholder may revoke a voting instruction or may revoke a waiver of the right to receive the Meeting Materials or a waiver of the right to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary is not required to act on any such revocation that is not received by the intermediary well in advance of the Meeting.

VOTING OF SHARES BY PROXY

The proxyholders named in the accompanying form of proxy shall and will vote or withhold from voting the shares represented thereby on any ballot in accordance with the shareholder’s direction set forth in the proxy. IN THE ABSENCE OF SUCH DIRECTION, THE SHARES REPRESENTED THEREBY WILL BE VOTED FOR THE RESOLUTION APPROVING, CONFIRMING AND RATIFYING THE ENTERING INTO BY THE CORPORATION, THE VENDORS, WELL AND THE BUYER OF AN AGREEMENT, PROVIDING FOR THE SALE BY THE VENDORS TO THE BUYER OF THE JNH COMPANIES’ CANADIAN BUSINESS, ASSETS AND OPERATIONS, OTHER THAN CERTAIN CANADIAN OPERATIONS WHICH MAY BE TRANSITIONED IN CONNECTION WITH THE TRANSACTION, AS SUCH AGREEMENT IS DESCRIBED IN THIS CIRCULAR; all as discussed below.

The persons named in the enclosed form of proxy will vote, or withhold from voting, the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such directions, such shares will be voted in favour of the matters specified in the Notice.

An intermediary may not vote, or give a proxy authorizing another person to vote, except in accordance with voting instructions received from the non-registered shareholder who beneficially owns the shares.

EXERCISE OF DISCRETION BY PROXY

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting or any adjournments thereof. At the date of this Circular, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice. If amendments or variations to matters identified in the Notice or if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote in accordance with their judgment on such matters.

RECORD DATE

The board of directors of the Corporation has determined that the holders of Common Shares at the close of business on October 29, 2024 (the “ Record Date ”) shall be entitled to receive notice of the Meeting and to vote at the Meeting and any adjournment thereof. Accordingly, only shareholders of record on such Record Date will be entitled to vote at the Meeting.

OUTSTANDING VOTING SHARES, VOTING AT MEETINGS AND QUORUM

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. As of the date of this Circular, 87,099,159 Common Shares of the Corporation are outstanding. Holders of Common Shares as of the close of business on the Record Date will be entitled to one vote per Common Share at the Meeting.

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Unless otherwise required by law or detailed below, the matters and resolutions coming before the Meeting will be determined by a majority of votes duly cast by proxy on each such matter or resolution.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the non-registered shareholder with respect to the voting of certain shares or, under applicable regulatory rules, the intermediary does not have the discretion to vote those shares on one or more of the matters or resolutions that come before the Meeting, will be treated as not entitled to vote on any such matter or resolution and will not be counted as having been voted in respect of any such matter or resolution. Shares represented by such intermediary “non-votes” will, however, be counted in determining whether there is a quorum.

A quorum for the Meeting and any adjournments thereof is two persons present in person or represented by proxy holding or representing in the aggregate at least 5% of the issued and outstanding Common Shares of the Corporation entitled to vote thereat.

PRINCIPAL HOLDERS OF VOTING SHARES

The following table sets forth the names of each person who, or corporation which, to the knowledge of the directors and officers of the Corporation, beneficially owns or exercises control over, directly or indirectly, more than 10% of the outstanding voting securities of the Corporation, as well as the number and percentage of outstanding voting securities so owned, controlled or directed by each such person or corporation, as of November 4, 2024.

Name	Number of Voting Securities	Type of Ownership	Percentage of Outstanding Common Shares
George Barakat	10,375,180 Common Shares(1)	Direct and Indirect(2)	11.91%
Michael Marchelletta	21,218,280 Common Shares	Direct and Indirect(3)	24.36%

Notes:

(1) This information is based on publicly available information.

(2) Based on publicly available information, 208,900 Common Shares are held directly by George Barakat and 10,166,280 Common Shares are held by GKAT Inc., a Corporation over which George Barakat has control or direction.

(3) 75,000 Common Shares are held directly by Michael Marchelletta and 21,143,280 Common Shares are held indirectly through First Wellington Securities Inc. Mr. Marchelletta is Executive Vice Chairman and a director of the Corporation.

The directors and officers of the Corporation own or control, directly or indirectly, in the aggregate 21,218,280 Common Shares representing approximately 24.36% of the issued and outstanding Common Shares of the Corporation as of November 4, 2024.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON AND INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management is not aware of any material interest, direct or indirect, of any “informed person” of the Corporation, or any associate or affiliate of any informed person, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation. An “informed person” means (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation carrying more than 10% of the voting rights

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attached to all outstanding voting securities of the Corporation, (iii) a director or officer of a company that is itself an informed person of the Corporation or of a subsidiary of the Corporation, and (iv) any person who has been a director or officer of the Corporation at any time since the beginning the Corporation’s last fiscal year. Information relating to any management companies has been supplied by the applicable officers and directors.

PART TWO

PARTICULARS OF MATTER TO BE ACTED UPON AT THE MEETING

APPROVAL OF ASSET SALE AGREEMENT WITH WELL HEALTH TECHNOLOGIES CORP.

Summary of Transaction

On November 3, 2024, the Corporation and the Vendors entered into an agreement (the “ Asset Sale Agreement ” or “ ASA ”) with WELL and the Buyer providing for the sale (the “ Asset Sale ” or the “ Transaction ”) by the Vendors to the Buyer of the JNH Companies’ Canadian business, assets and operations (the “ JNH Canadian Business ”), other than certain Canadian operations which may be transitioned in connection with the Transaction. The purchase price payable by the Buyer for the JNH Canadian Business is Cdn$5,000,000, payable in cash. Following the completion of the Transaction, the Corporation will continue to own and operate its Mexican business and operations, including the 155 corporate owned and operated clinics in Walmart locations in Mexico, five Mexican clinics inside Walmart distribution centers servicing Walmart Associates, and one multidisciplinary Mexican clinic. All debt owing by the Corporation to Wal-Mart Canada Corp. (totaling more than Cdn$15,000,000) will be extinguished upon closing the Asset Sale (“ Closing ”).

WELL is the largest owner-operator of outpatient medical clinics in Canada providing primary care, allied health, specialized care and diagnostic healthcare services. WELL, which also operates in the U.S., operates over 180 clinics across Canada. WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL”. The Buyer is an indirect, wholly-owned subsidiary of WELL formed for the purpose of completing the Transaction.

In connection with the Transaction, the Corporation and the Vendors (collectively, the “ Borrowers ”) also entered into an interim financing agreement with WELL pursuant to which WELL has made available to the Borrowers a credit facility for up to a maximum of Cdn$750,000, to be advanced prior to Closing to support the Borrowers’ cash flow requirements and business continuity needs until Closing, subject to certain conditions. The credit facility is uncommitted, such that each advance under the credit facility is at the discretion of WELL, contingent on the approval of Wal-Mart Canada Corp. The outstanding principal amount of each advance under this interim financing agreement shall bear interest at a rate of 12% per annum. All outstanding amounts due by the Borrowers under the credit facility will be set-off against the purchase price payable for the JNH Canadian Business at Closing.

A closing condition of the Asset Sale is that an agreement, on terms mutually acceptable to WELL and the Corporation, be executed at or before Closing granting WELL a right of first offer on the shares, assets and/or business of the Corporation’s Mexican subsidiary (“ JN Mexico ”) which holds the Corporation’s Mexican business, such right to be exercisable within three years after Closing.

An additional closing condition of the Asset Sale is that JN Mexico and Wal-Mart Canada Corp. (or an affiliate) (“ Walmart ”) shall have entered into a profit share agreement (the “ JN Mexico Profit Share Agreement ”), effective on Closing, pursuant to which JN Mexico will grant to Walmart in the first year after Closing a 10% interest, and thereafter a 25% interest, in any profit from JN Mexico’s business, which

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will be payable by JN Mexico until such time as a total of Cdn$4 million has been paid to Walmart. This profit share obligation is to be secured against JN Mexico’s assets.

The Corporation’s Common Shares are listed on the TSXV. The rules of the TSXV require that the Asset Sale Agreement be approved by Shareholders. Shareholders will therefore be asked at the Meeting to consider, and if deemed advisable, to pass, with or without variation, a resolution approving, confirming and ratifying the entering into by the Corporation of the Asset Sale Agreement (see “ Shareholder Approval ” below).

Background to the Transaction

Corporation Overview

The Corporation is an innovative healthcare company, improving access for patients by co-locating physician and ancillary medical services inside Walmart® stores. JNH, which was established in 2006, delivers turn-key medical centers in 243 locations globally, with 183 corporately owned and operated. In Canada, the Corporation has 80 clinics in Walmart locations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Quebec and two independent locations for a total of 82 clinics. There are currently 22 corporate owned and operated clinics of which three include Rehab services and six include MedSpa services. In Mexico, the Corporation has 155 corporate owned and operated clinics in Walmart locations, five clinics inside Walmart Distribution Centers servicing Walmart Associates, and one Multidisciplinary clinic. JNC recently started operation of its first medical center in Mexico City.

Loan Arrangements with Walmart

In May 2022, the Corporation signed a credit facility (the “ Credit Facility ”) and agreement for newly licensed Walmart medical clinics across Canada. The lender under this agreement was Walmart which provided financing for significant capital expenditures to expansions and upgrades. Advances under the credit facility accrue interest at a rate of 6% per annum based on the number of new locations. Repayment of the unpaid principal and accrued interest is due five years from the date of the first advance. The loans are secured under a general security agreement against the assets of the Corporation and its subsidiaries. As of October 31, 2024, there was outstanding under the Credit Facility (including accrued interest) a total of $4,971,385.

In September 2022, the Corporation entered into a loan agreement with Walmart in order to establish a new revolving credit facility in an amount not to exceed $2,000,000 in favour of the Corporation (the “ Second Credit Facility ”). Advances under the Second Credit Facility accrue interest at a rate of 7% per annum. The Second Credit Facility is secured under a general security agreement against the assets of the Corporation and its subsidiaries. The Second Credit Facility is repayable on demand made by Walmart. As of October 31, 2024, there was outstanding under the Second Credit Facility (including accrued interest) a total of $2,777,580 (see the disclosure on the next page regarding the increase in the maximum amount of this facility which took place in August 2024).

In July 2023, the Corporation closed an $8,000,000 private placement financing with Walmart, involving the issuance by the Corporation to Walmart of a secured convertible debenture (the “ Debenture ”) in the principal amount of $8,000,000. The Debenture bears interest at the rate of 9% per annum, payable in cash quarterly until the earlier of the Maturity Date (as defined below) or the date of full conversion of the Debenture. Subject to earlier conversion, the Debenture will mature on July 20, 2026 (the “ Maturity Date ”). The Debenture is secured under a general security agreement against the assets of the Corporation and its subsidiaries. The principal amount outstanding under the Debenture is convertible, at the option of Walmart, into units of the Corporation at a price of $0.105 per unit. Such principal is so convertible by

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Walmart in whole or part, at any time and from time to time prior to the Maturity Date. Each such unit shall consist of one Common Share of the Corporation and one Common Share purchase warrant of the Corporation, with each such warrant entitling the holder to purchase one Common Share at an exercise price of $0.105 until the date that is three years following the date of issue of such warrant. As of October 31, 2024, there was outstanding under the Debenture (including accrued interest) a total of $8,421,151.

Need for Additional Financing and Strategic Review

In the Corporation’s audited annual consolidated financial statements as at and for the financial year ended January 31, 2024, and related management’s discussion and analysis, filed on SEDAR+ on April 29, 2024, and the Corporation’s interim consolidated financial statements as at and for the three month period ended April 30, 2024, and related management’s discussion and analysis, filed on SEDAR+ on June 20, 2024, the Corporation reported that (a) it will require additional financing to enable it to continue operations, (b) in the absence of additional financing, the Corporation is not expected to have sufficient funds to meet its obligations, (c) management continues to monitor cash needs and is considering various alternatives to raise additional financing, and (d) there can be no assurances that the Corporation will be able to secure the necessary financing to enable it to continue as a going concern.

During the three month period ended April 30, 2024, the Corporation incurred a net loss of $1,921,294 (year ended January 31, 2024 – net loss of $6,635,966), and as at April 30, 2024 had an accumulated deficit of $34,646,575 and a working capital deficiency of $1,055,896. Also, as at April 30, 2024, the total principal amount of the debt owed by the Corporation to its secured lender, Walmart, was $14,866,370.

On August 7, 2024, the Corporation issued a press release reporting that it had entered into an agreement with its secured lender, Walmart, to provide an additional $474,000 in debt funding, which provided additional financing for the Corporation’s operations for the month of August 2024 while the Corporation concurrently: (i) pursued alternatives to raise additional financing and explored certain strategic alternatives; and (ii) developed a transition plan (the “ Transition Plan ”) for the orderly transition and/or winding down of the business and assets of the Corporation in the best interests of all of the Corporation’s stakeholders in the event the necessary additional financing was not secured in the near term. This loan was advanced by way of an increase in the maximum amount available under the Second Credit Facility with Walmart entered into in September 2022 (see above). The Corporation also reported in this press release that (A) it continued to assess various strategic initiatives to optimize operations and consider M&A and/or financing opportunities to strengthen the Corporation’s financial position, (B) no assurances could be provided that these efforts would be successful, and (C) in the absence of being able to secure additional financing in the near term, the Corporation expected the Transition Plan to be implemented.

On August 11, 2024, the Board formed a special committee of the Board (the “ Special Committee ”) comprised of Anthony DeCristofaro, Blake Lyon and Michael Marchelletta (each being a director of the Corporation), that would lead on behalf of the Board discussions and negotiations with interested parties relating to any potential M&A transaction and/or financing transaction for the Corporation.

On August 13, 2024, the Corporation issued a press release announcing that it would evaluate and consider opportunities for strategic options including mergers and acquisitions (M&A), and that, as part of this initiative, a comprehensive data room would be available post-qualification to interested parties.

On September 13, 2024, after several weeks of negotiation with respect to a potential asset sale transaction, and after discussions with other interested parties, the Corporation and WELL executed a non-binding letter of intent.

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Asset Sale Agreement

On November 3, 2024, the Corporation, the Vendors, WELL and the Buyer entered into the Asset Sale Agreement to provide for the sale by the Vendors to the Buyer of the JNH Canadian Business, other than certain Canadian operations which may be transitioned (the “ Excluded Assets ”) in connection with the Transaction. The purchase price payable by the Buyer for the JNH Canadian Business is Cdn$5,000,000, payable in cash on Closing.

Representations and Warranties

The Asset Sale Agreement contains customary representations and warranties of each of the Vendors (guaranteed by the Corporation) and the Buyer (guaranteed by WELL). Those representations and warranties were made solely for the purpose of the Asset Sale Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the parties in connection with negotiating the terms of the Asset Sale Agreement.

The representations and warranties provided by the Vendors in favour of the Buyer in the Asset Sale Agreement relate to matters that include: existence and corporate power of the Corporation and the Vendors, due authorization and enforceability of the ASA, the execution of the ASA not violating any contracts or instruments, there being no other agreements to purchase any of the assets comprising the JN Canadian Business, title to and operating condition of such assets, no approvals or consents being required other than as specified in the ASA, intellectual property matters, the Corporation’s and the Vendors’ financial statements, insurance matters, environmental matters, taxes, employees of the Corporation and the Vendors, legal proceedings, the Vendors’ books and records, compliance with laws and permits, and data protection compliance.

The representations and warranties provided by the Buyer in favour of the Vendors in the Asset Sale Agreement relate to matters that include: existence and corporate power of the Buyer, due authorization and enforceability of the ASA, legal proceedings, and the execution by the Buyer of the ASA not requiring any regulatory approval other than customary filings with the securities regulatory authorities and the Toronto Stock Exchange.

Covenants

The Asset Sale Agreement includes certain covenants of the Corporation and the Vendors, including the following:

(a) Except as otherwise contemplated or permitted by the ASA, during the period from the date of the ASA to Closing, the Corporation and the Vendors shall operate the JNH Canadian Business in the usual and ordinary course of business.

(b) On or prior to the date of Closing, the Corporation and the Vendors shall, if requested by the Buyer, cooperate in good faith with the Buyer to wind-down the Excluded Assets and to take such other steps as may be reasonably requested by the Buyer to reduce the working capital requirements of the Corporation’s business during the period prior to Closing.

(c) The Corporation shall call a meeting of its shareholders in accordance with its constating documents and applicable law, to be held no later than November 29, 2024, to consider and approve the Asset Sale Agreement, the other transaction documents and the transactions contemplated hereby and thereby (the “ Shareholder Meeting Approvals ”). See “ Shareholder Approval ” below.

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(d) The Corporation and the Vendors will remain responsible for any compensation, severance or other amounts payable to those employees of the Corporation and the Vendors who are not “Transferring Employees”, where “Transferring Employees” mean those employees of the Corporation and the Vendors who are offered employment by the Buyer and who accept such offers of employment.

(e) During the period commencing on Closing and terminating on the fifth anniversary of Closing, the Corporation, the Vendors and their affiliates shall not, directly or indirectly, without the prior consent of the Buyer engage in or assist others in engaging in the business of establishing or operating medical clinics, including primary care clinics, within Canada.

Closing

The obligations of the parties to consummate the Transaction is subject to the fulfillment at or before Closing of certain conditions, including the following, unless such condition is otherwise waived by all of the parties to the ASA: (a) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, and there shall not have been commenced, pending or threatened against the Vendors, with respect to the Vendors’ clinics that could reasonably be expected to have the effect of preventing or making illegal or that would enjoin, restrict or prohibit the consummation of the transactions contemplated by the Asset Sale Agreement; (b) there shall not be in effect on the Closing date any laws or actions restraining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by the Asset Sale Agreement; (c) there shall not be pending or threatened on the Closing date any action which could reasonably be expected to result in the issuance of any order to restrain or prohibit the completion of the transactions contemplated by the Asset Sale Agreement; (d) the TSX-V will have granted any consent or other required approval for the Asset Sale Agreement, and any terms and conditions which the TSX-V may impose in connection with such matters will have been satisfied; and (e) the Corporation will have obtained the Shareholder Meeting Approvals.

The obligation of the Buyer to consummate the Transaction is subject to the fulfillment at or before Closing of certain conditions solely for the benefit of the Buyer, including but not limited to the following, unless such condition is otherwise waived by the Buyer: (a) Walmart will have provided its consent to the Vendors and the Buyer for the disposition of the JNH Canadian Business to the Buyer and the release and discharge of Walmart’s security interests as against the JNH Canadian Business; (b) Walmart and the Buyer will have entered into amendments to the Walmart contracts, or new contracts between them, relating to the JNH Canadian Business, on terms mutually agreeable to each of them; (c) the Corporation will have assigned any Walmart licenses or other agreements which it holds in connection with the JNH Canadian Business to the Vendors to form part of the disposed assets; and (d) the Corporation and the Vendors will have delivered to WELL an agreement, on terms mutually acceptable to each of them, granting WELL and/or the Buyer a right of first offer on the shares, assets and/or business of JN Mexico, exercisable within three (3) years of Closing.

The obligation of the Corporation and the Vendors to consummate the Transaction is subject to the fulfillment at or before Closing of certain conditions solely for the benefit of the Corporation and the Vendors, including but not limited to the following, unless such condition is otherwise waived by the Corporation and the Vendors: (a) the Corporation and the Vendors shall have obtained a full and final release from Walmart releasing the Corporation and its affiliates from all liabilities and obligations relating to known facts and circumstances prior to Closing, including for the avoidance of any doubt (i) the debt, loans, debenture, credit facilities and related obligations due by the Corporation and its affiliates to Walmart and its affiliates, and (ii) Walmart’s security interests as against the JNH Canadian Business, in form and substance satisfactory to the Corporation (excluding the JN Mexico Profit Share Agreement); and (b) each of JN Mexico and Walmart shall have entered into the JN Mexico Profit Share Agreement to be effective on the date of Closing.

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As described above, Closing of the Transaction remains subject to approval by Shareholders and the satisfaction of certain conditions precedent, including the acceptance of the TSXV. The threshold required for shareholder approval is a majority of the votes cast with respect to the Transaction at a meeting of shareholders must be in favour of the Transaction. In this regard, Shareholders will be asked to approve the Transaction at the Meeting (see “Shareholder Approval” below).

SEDAR+ Filing of the ASA

The summary of the Asset Sale Agreement set out above does not purport to be complete and is qualified in its entirety by reference to the Asset Sale Agreement, a copy of which may be obtained by accessing the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

Voting and Support Agreement

Michael Marchelletta, who is Executive Vice Chairman of the Board, a director of the Corporation and the largest Shareholder of the Corporation, holding 24.36% of the outstanding Common Shares, has entered into a customary voting and support agreement and will vote all his Common Shares in favour of the Transaction.

Board Recommendation

As reflected in the Corporation’s consolidated financial statements filed on SEDAR+ (and highlighted above), the Corporation has been facing persistent challenges in achieving profitability, with limited working capital and with debt and equity capital markets not being readily available to the Corporation[(1)] . These issues led to JNH strategically evaluating its assets, operations and debt obligations. After a thorough review of available options, a competitive process and lengthy discussions with the Corporation’s senior secured creditor, the Board has concluded that the sale of the JNH Canadian Business for $5 million cash to the Buyer, together with the extinguishment of more than $15 million of debt, is in the best interests of the Corporation and its Shareholders. The Transaction will allow JNH to eliminate its debt burden, satisfy outstanding obligations to trade creditors, preserve cash flow, and stabilize the Corporation’s financial position and avoid a potential insolvency situation. The Corporation is also retaining the Corporation’s operations in Mexico.

The Special Committee has unanimously recommended that the Board approve the Asset Sale Agreement and the Transaction. After receiving the recommendation of the Special Committee and advice from legal counsel, and taking into account the factors discussed above, the Board has approved the Asset Sale Agreement. The Board believes that the Asset Sale Agreement is in the best interests of the Corporation and its Shareholders and recommends that Shareholders vote their Common Shares in favour of the “Asset Sale Resolution” (as defined below).

(1) To illustrate, as reported in the Corporation’s consolidated financial statements filed on SEDAR+, the Corporation incurred a net loss of $4,242,842 during the six months ended July 31, 2024, had an accumulated deficit of $36,968,123 as at July 31, 2024 and, as at July 31, 2024, had a working capital deficiency of $2,926,241.

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Shareholder Approval

The Corporation’s Common Shares are listed on the TSXV. Under the rules of the TSXV, Shareholder approval is required for the Asset Sale Agreement as the Asset Sale represents a sale of over 50% of the Company’s assets, business or undertaking, and therefore constitutes a “Reviewable Disposition” within the meaning of TSXV Policy 5.3. Accordingly, Shareholders will be asked at the Meeting to consider, and if deemed advisable, to pass, with or without variation, a resolution approving, confirming and ratifying the entering into by the Corporation of the Asset Sale Agreement. The resolution Shareholders will be asked to approve at the Meeting (the “ Asset Sale Resolution ”) is as follows:

“ WHEREAS Jack Nathan Medical Corp. (the “ Corporation ”), together with two of its subsidiaries, Jack Nathan Medical Inc. and Jack Nathan Functional Health Inc. (collectively, the “ Vendors ” and together with the Corporation, the “ JNH Companies ”), WELL Health Technologies Corp. (“ WELL ”) and an indirect subsidiary of WELL, 1506177 B.C Ltd. (the “ Buyer ”), have entered into an “Asset Sale Agreement” (as defined and described in the management information circular of the Corporation dated November 4, 2024 (the “ Circular ”) sent to shareholders of the Corporation in respect of the special meeting of shareholders held on November 29, 2024), providing for the sale (the “ Asset Sale ”) by the Vendors to the Buyer of the JNH Companies’ Canadian business, assets and operations, other than certain Canadian operations which may be transitioned in connection with the transaction;

NOW THEREFORE BE IT RESOLVED THAT :

1. the entering into by the Corporation of the Asset Sale Agreement be and is hereby approved, confirmed and ratified, and the performance by the Corporation of its obligations thereunder be and is hereby approved;

2. the Corporation is hereby authorized, in its capacity as the sole shareholder of each of the Vendors, to cause, consent to or permit the Vendors to enter into the Asset Sale Agreement and to perform their respective obligations thereunder;

3. all other documents necessary or advisable to give effect to the Asset Sale, and the transactions contemplated by the Asset Sale Agreement and the said other documents (including without limitation the “JN Mexico Profit Share Agreement” as defined in the Circular), be and are hereby approved and authorized; and

4. any one director or officer of the Corporation be and is hereby authorized and directed to execute and deliver on behalf of the Corporation all such documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable in connection with any of the foregoing.”

To be approved, the above Asset Sale Resolution requires the affirmative vote of a majority of the votes cast at the Meeting on such resolution. Proxies received in favour of management will be voted in favour of such resolution, unless the shareholder has specified in the proxy that his, her or its shares are to be voted against such resolution.

OTHER BUSINESS

While management of the Corporation is not aware of any business other than that mentioned in the Notice to be brought before the Meeting for action by the Shareholders, it is intended that the proxies hereby solicited will be exercised upon any other matter or proposal that may properly come before the Meeting, or any adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

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ADDITIONAL INFORMATION

Additional information relating to the Corporation may be obtained by accessing the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

The Corporation’s comparative financial statements and related management’s discussion and analysis for its most recently completed financial year is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. Copies of the Corporation’s financial statements and related management’s discussion and analysis may also be obtained without charge by writing to the Executive Vice Chairman of the Corporation at 6 - 6150 Highway 7, Suite #491, Woodbridge, Ontario, L4H 0R6, Canada.

BOARD APPROVAL

The contents and the sending of this Circular have been approved by the Board of Directors of the Corporation.

DATED at Toronto, Ontario, the 4th day of November, 2024.

By Order of the Board of Directors

(signed) “Michael Marchelletta”

_________ Michael Marchelletta Executive Vice Chairman of the Board of Directors

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