Newtopia Inc. — Proxy Solicitation & Information Statement 2022

Aug 24, 2022

NEWTOPIA INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of shareholders (the “Shareholders”) of Newtopia Inc. (the “Corporation”) will be held at the Corporation’s offices at 4101 Yonge Street, Suite 706, Toronto, Ontario, M2P 1N6, on Wednesday, the 14th day of September, 2022, at the hour of 10:00 a.m. (EST) for the following purposes:

1. to receive the financial statements of the Corporation for the years ended December 31, 2021 and 2020, together with the report of the auditors thereon, and the financial statements of the Corporation for the three months ended March 31, 2022 and 2021;
2. to elect directors for the ensuing year;
3. to appoint auditors of the Corporation for the ensuing year and authorize the directors to fix their remuneration;
4. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution (the text of which is disclosed in Section 10(iv) of the Information Circular) approving the 2022 Option Plan (as such term is defined in the Information Circular), as more particularly described in the Information Circular;
5. to consider, and if thought appropriate, to pass, with or without variation, a special resolution (the text of which is disclosed in Section 10(v) of the Information Circular) approving the Advance Notice By-Law (as such term is defined in the Information Circular), as more particularly described in the Information Circular;
6. to consider, and if thought appropriate, to pass, with or without variation, a special resolution (the text of which is disclosed in Section 10(vi) of the Information Circular) approving the Consolidation (as such term is defined in the Information Circular), as more particularly described in the Information Circular; and
7. to transact such further or other business as may properly come before the said meeting or any adjournment or adjournments thereof.

A copy of the Management Information Circular, a form of proxy and a return envelope as well as a copy of the audited financial statements of the Corporation for the years ended December 31, 2021 and 2020, together with the report of the auditors thereon, and the financial statements of the Corporation for the three months ended March 31, 2022 and 2021, and accompanying management discussion and analysis accompany this Notice of Meeting. A copy of the Management Information Circular, form of proxy, financial statements and management discussion and analysis referred to herein will also be available to the public on the Corporation’s SEDAR profile on the SEDAR website at www.sedar.com.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting was August 15, 2022 (the “Record Date”). Shareholders of the Corporation whose names have been entered on the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

A Shareholder may attend the Meeting in person 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

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enclosed proxy must be either (i) mailed to TSX Trust, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, (ii) sent by facsimile at (416) 595-9593, or (iii) sent online by entering the 12 digit control number at www.voteproxyonline.com so as to reach or be deposited with TSX Trust not later than 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.

The individuals named in the enclosed form of proxy are directors and/or officers of the Corporation. Each shareholder has the right to appoint a proxyholder other than such individuals, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder’s behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

DATED this 12th day of August, 2022.

BY ORDER OF THE BOARD

(signed) “Jeffrey Ruby” Chief Executive Officer