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Koios Beverage Corp. AGM Information 2023

Apr 19, 2023

47069_rns_2023-04-19_f643447e-2891-40fa-9542-d17a079e10c2.pdf

AGM Information

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KOIOS BEVERAGE CORP.

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 23, 2023

You are receiving this notification because Koios Beverage Corp. (the “ Company ”) has opted to use the “notice and access” model for the delivery of its management information circular (the “ Information Circular ”) to the holders (the “ Shareholders ”) of common shares in the capital of the Company in respect of its annual general meeting of Shareholders to be held on Tuesday, May 23, 2023 (the “ Meeting ”).

Under “notice and access” instead of receiving paper copies of the Information Circular, Shareholders are receiving this notice with information on how to access the Information Circular electronically. Shareholders will also be receiving a proxy or voting instruction form, as applicable, together with this notification to use to vote at the Meeting.

The use of this alternative means of delivery is more environmentally friendly and more economical. It reduces the Company’s paper use and it also reduces the Company’s printing and mailing costs.

MEETING DATE AND LOCATION

WHEN: Tuesday, May 23, 2023 at
11:00 a.m. Mountain
Daylight Time
WHERE: 17301 W Colfax Avenue,
Ste 225-235 Golden, CO
80401, USA

In light of ongoing concerns related to the spread of COVID‐19 and for the wellbeing of all participants, shareholders, and guests, physical attendance at the meeting might not be permitted. Shareholders are encouraged to exercise their voting rights by mail, fax or internet in advance of the Meeting.

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS AT THE MEETING:

  • FINANCIAL STATEMENTS: To receive and consider the consolidated audited financial statements of the Company for the year ended May 31, 2022, together with the auditor’s report thereon. See section entitled “Business of the Meeting – Financial Statements and Auditors’ Report” in the Information Circular.

  • APPOINTMENT AND REMUNERATION OF AUDITORS: to appoint Dale Matheson Carr-Hilton LaBonte LLP, as auditor of the Company for the ensuing year and to authorize the Directors to fix their remuneration. See the section entitled “Business of the Meeting – Appointment and Remuneration of Auditors” in the Information Circular.

  • FIX THE NUMBER OF DIRECTORS: to fix the number of Directors of the Company at four (4). See the section entitled “Business of the Meeting – Number of Directors” in the Information Circular.

  • ELECTION OF DIRECTORS: to elect four (4) Directors of the Company for the ensuing year. See the section entitled “Business of the Meeting - Election of Directors” in the Information Circular.

  • OTHER BUSINESS: to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

KOIOS BEVERAGE CORP.

WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED:

The Information Circular can be viewed online under the Company’s profile at www.sedar.com or on the Company’s website at www.koiosbeveragecorp.com.

The Financial Statement Request Card is included with the proxy and voting instruction form.

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request paper copies of the Information Circular and other meeting materials, including the audited consolidated financial statements of the Company for the year ended May 31, 2022 and the report of the auditors thereon and related Management’s Discussion and Analysis, by first class mail, courier or the equivalent at no cost to the shareholder. Requests by email to [email protected] or by calling toll-free at 1-888-7870888. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.

For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received no later than May 15, 2023 . The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such Shareholders within ten days of their request. Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888.

VOTING

YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities, you must vote using the method set out in the enclosed voting instruction form or proxy.

Registered Holders are asked to return their proxies using the following methods by the proxy deposit date noted on your proxy, which is by 11:00 a.m. Mountain Daylight Time on Thursday, May 18, 2023:

ONLINE: Go to www.eproxy.ca and follow the instructions. EMAIL: Send to [email protected] FACSIMILE: Fax to Endeavor Trust Corporation. at 604-559-8908. MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to: Endeavor Trust Corporation Suite 702, 777 Hornby Street, Vancouver, BC V6Z 1S4

Beneficial Holders are asked to return their voting instructions using the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:

INTERNET: Go to proxyvote.com and follow the instructions. MAIL: Complete the voting instruction form, sign it and mail it in the envelope provided.

Shareholders with questions about notice and access can call toll free at 1-888-787-0888.

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