Metamaterial Exchangeco Inc. — Proxy Solicitation & Information Statement 2024

Mar 7, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting of

META MATERIALS INC.

To Be Held On: April 15, 2024

ACCOUNT NUMBER CONTROL NUMBER

Our records show that you hold exchangeable shares (each, an “ Exchangeable Share ”) of Metamaterial Exchangeco Inc. (the “ Company ”). Each Exchangeable Share provides you with voting rights that are substantially equivalent to those of the holder of a share of Meta Materials Inc. (“ Meta ”), including the right to vote at the Special Meeting of Stockholders of Meta to be held at 12:00 p.m. (Eastern time) on April 15, 2024 or any adjournment or postponement thereof (the “ Special Meeting ”). You are permitted to instruct TSX Trust Company (the " Trustee "), as trustee for your voting rights under a Voting and Exchange Trust Agreement, as to how to vote on your behalf at any meeting of Meta stockholders, including the Special Meeting. If you do not give voting instructions, the Trustee will not exercise any voting rights for your Exchangeable Shares.

To instruct the Trustee as to how you wish to exercise your voting rights, you must complete, sign, date and return the voting instruction form available at the website set forth below next to the heading “To Vote” for receipt by the Trustee by no later than 9:00 a.m. (Eastern time) on April 10, 2024 in accordance with instructions provided by the Trustee or, alternatively, follow the instructions for telephone, internet, fax or email voting set forth in the voting instruction form available at the website set forth below.

You have the right to revoke any instructions previously given to the Trustee by giving written notice of revocation of such instructions to the Trustee or by executing and delivering to the Trustee a later-dated instruction. No notice of revocation or later-dated instruction, however, will be effective unless actually received by the Trustee prior to 9:00 a.m. (Eastern time) on April 10, 2024.

In order to provide you with the opportunity to make an informed decision as to how to give your voting instructions, Meta’s Notice of Special Meeting and Proxy Statement for the Special Meeting have been made available at the website set forth below. No separate meeting of the holders of Exchangeable Shares will be held.

For further information about your rights as a holder of Exchangeable Shares, please see a copy of the Voting and Exchange Trust Agreement, which has been posted under the Company’s profile on www.sedar.com.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before March 27, 2024.

Please visit www.meetingdocuments.com/TSXT/MMAX where the following materials are available for view:

 Notice of Special Meeting of Stockholders

 Proxy Statement  Voting Instruction Form

TO REQUEST MATERIAL: TELEPHONE: 1-888-433-6443 TO VOTE: ONLINE: To access your online voting instruction form, please visit www.meetingdocuments.com/TSXT/MMAX and follow the instructions. You may enter your voting instructions at www.meeting-vote.com prior to 9:00 a.m. (Eastern time) on April 10, 2024. THE MEETING: Meta will be hosting the meeting live via the Internet. To attend the meeting via the Internet please visit https://web.lumiagm.com/231241931 (password: metamaterials2024). MAIL: You may request a voting instruction form by following the instructions above.

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PROPOSALS:

1. To approve an amendment to Meta’s Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares of common stock from 10,000,000 shares to 250,000,000 shares (the “Authorized Share Increase Proposal”).

2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of the Authorized Share Increase Proposal.

The voting instruction form, when properly executed, will be voted as directed therein by the stockholder. If no direction is made, the voting instruction form will be voted FOR Proposals 1 and 2.

Please note that you cannot use this notice to vote by mail.