Jayden Resources Inc. — AGM Information 2023

Jun 8, 2023

NEXJ HEALTH HOLDINGS INC.

Notice of Annual and Special Meeting of Shareholders

Wednesday, June 28, 2023

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders of common shares (the “Common Shares”) of NexJ Health Holdings Inc. (the “Corporation”) will be held at the offices of the Corporation, 3080 Yonge Street, Suite 5016, Toronto, Ontario, Canada, M4N 3N1, on June 28, 2023 at 4:00 p.m. (Toronto time) for the following purposes:

1. to receive the annual audited consolidated financial statements of the Corporation for the financial year ended December 31, 2022 together with the report of the auditors thereon (the “2022 Annual Financial Statements”);
2. to elect the directors of the Corporation for the ensuing year;
3. to consider, and if thought fit, adopt a resolution authorizing an amendment to the Corporation’s share option plan (the “Option Plan”) in order to increase the maximum number of Common Shares that may be issued pursuant to options granted under the Option Plan (including Common Shares issuable on the exercise of outstanding options) from 10% to 15% of the outstanding Common Shares at the relevant grant date;
4. to re-appoint the auditors of the Corporation and to authorize the directors to fix the auditors’ remuneration; and
5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

Accompanying this Notice of Annual and Special Meeting of Shareholders is: (i) the Management Information Circular, which provides additional information relating to the matters to be dealt with at the Meeting; (ii) a form of proxy, and (iii) the 2022 Annual Financial Statements.

The Board of Directors of the Corporation has fixed May 24, 2023 as the record date for the determination of the holders of Common Shares (“shareholders”) entitled to notice of, and to vote at, the Meeting.

Registered shareholders are requested to complete, date and sign the enclosed form of proxy and deliver or send it to the attention of the Proxy Department of Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1 or facsimile number (866) 249-7775. Alternatively, you may vote by telephone by calling (866) 732-8683, or (312) 588-4290 internationally, or by internet at www.investorvote.com and following the instructions on such website.

To be effective, a proxy must be received not later than June 26, 2023 at 4:00 p.m. (Toronto time), or in the case of any adjournment or postponement of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the adjournment or postponement. Late proxies may be accepted or rejected by the Chair of the Meeting in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

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Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the enclosed voting instruction form or form of proxy in accordance with the instructions contained therein or provided by their broker or intermediary.

May 24, 2023

By order of the Board of Directors

William M. Tatham (signed) Director and Executive Chairman