Mercanto Holdings Inc. — Proxy Solicitation & Information Statement 2025

Jan 8, 2025

THE GOOD
SHROOM CO

NOTICE OF THE ANNUAL AND SPECIAL GENERAL MEETING
OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an annual and special general meeting (the “Meeting”) of the shareholder (each, a Shareholder) of The Good Shroom Co Inc. (the « Corporation ») will be held on January 29, 2025, at 10:00 a.m. (Easter time). The Meeting will take place by advance reservation at the Corporation’s office located at 324 Rue Marie-Curie, Vaudreuil-Dorion, QC J7V 5V5. To attend in person, please send a reservation request to eric@teonan.com. The Corporation is offering Shareholders the online option to listen and participate (but not vote) at the Meeting in real time by conference call at the following coordinates:

• Meeting Link: https://mcmillan.webex.com/mcmillan/j.php?MTID=m6345bca86d53c281fed8e2f5e0306b89
• Canada Toll: 1-416-915-6530
• Canada Toll Free: 1-855-244-8677
• Attendee access code: 2774 023 3260

To ensure a smooth process, the Corporation is asking the participants to log into by 9:55 a.m. (Eastern time) on January 29, 2025.

The Meeting is to be held for the following purposes:

1. To receive the audited consolidated financial statements of the Corporation for the year ended July 31, 2024, and the report of the auditors thereon.
2. To elect the directors of the Corporation for the ensuing year.
3. To appoint Raymond Chabot Grant Thornton LLP (RCGT), as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration.
4. to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the shareholders approving, confirming and ratifying the Corporations new “fixed up to 20%” stock option plan, the full text of which is set forth in the Information Circular (the “New Fixed Stock Option Plan”);
5. to consider and, if deemed advisable, to pass, with or without variation, a special resolution to amend the Articles of Corporation to change the name of the Corporation to “Mercanto Holdings Inc.” or such other similar name as the directors of the Corporation, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Canada Business Corporations Act; and
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

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The Management Information Circular attached hereto contains additional information regarding the matters to be considered at the Meeting and is hereby deemed to be an integral part of this notice. Only the shareholders of record at the close of business on December 20, 2024, will receive a notice of the Meeting and will be entitled to vote, in person or by proxy, at the meeting.

A Shareholder may participate in the Meeting or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be submitted by (i) mail with TSX Trust Company, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, (ii) by facsimile at (416) 595-9593, or (iii) online by entering the 12 digit control number at www.voteproxyonline.com, not later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof. The instrument appointing a proxy must be in writing and must be executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

Management strongly encourages all shareholders to participate virtually and to vote their shares in advance following the provided instructions. To join the Meeting on January 29, 2025, at 10:00 a.m. (Eastern Time), you may: Attend virtually via the online option or attend in person at the Corporation’s office located at 324 Rue Marie-Curie, Vaudreuil-Dorion, QC J7V 5V5. For in-person attendance, please send a reservation request to eric@teonan.com prior to the Meeting.

YOU WILL NOT BE ABLE TO VOTE YOUR SHARES AT THE MEETING AND WILL NOT TO BE DEEMED PRESENT AT THE MEETING SOLELY BY VIRTUAL ATTENDANCE. SHAREHOLDERS THAT WISH TO PARTICIPATE (FOR INFORMATION PURPOSES ONLY AND NOT TO BE DEEMED PRESENT AT THE MEETING) VIRTUALLY MUST VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY AS DESCRIBED ABOVE.

SIGNED in Montreal, on December 31, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Eric Ronsse