Kings Entertainment Group Inc. — Proxy Solicitation & Information Statement 2024

Oct 3, 2024

KINGS ENTERTAINMENT GROUP INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Kings Entertainment Group Inc. (the “ Corporation ”) will be held at the offices of McMillan LLP, at the Royal Centre, 1055 West Georgia Street, Suite 1500, Vancouver, BC V6E 4N7, on November 1, 2024, at 10:00 a.m. (Pacific time), for the following purposes:

1. to approve the proposed sale by the Corporation to PM Legacy Inc. of all of the issued and outstanding shares of certain of the Corporation’s subsidiaries, namely Legacy Eight Curacao NV, Azteca Messenger Services S.A. de C.V. and Phoenix Digital Services Ltd. (the “ Disposition ”), all as more fully described in the accompanying management information circular of the Corporation (the “ Circular ”); and

2. to transact such other business as may properly come before the Meeting.

The accompanying Circular provides additional information relating to the Disposition and is deemed to form part of this Notice of Meeting. The board of directors of the Corporation has fixed the closing of business on September 25, 2024 as the record date for determination of Shareholders entitled to receive notice of and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

A registered Shareholder unable to attend the Meeting and wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must have deposited his, her or its duly executed form of proxy with Olympia Trust Company, by mail using the enclosed return envelope, by email to proxy@olympiatrust.com, by hand delivery to Suite 4000, 520 – 3rd Ave SW, Calgary, AB T2P 0R3, by facsimile to (403) 668-8307 or by internet at https://css.olympiatrust.com/pxlogin, using the 12-digit control number located at the bottom of your proxy, not later than 10:00 a.m. (Pacific time) on October 30, 2024 or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned or postponed Meeting. If you are a non-registered shareholder (for example, if you hold shares of the Corporation in an account with an intermediary), you should follow the voting procedures prescribed by your intermediary.

The participation of Shareholders is very important to the Corporation. Please ensure that the votes attached to your Common Shares will be exercised at the Meeting.

DATED at Vancouver, British Columbia as of October 2, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“Kelvin Lee”

Kelvin Lee Chief Financial Officer