NiCAN Limited — Proxy Solicitation & Information Statement 2025

Jun 12, 2025

NiCAN

NICAN LIMITED

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

You are invited to our 2025 annual and special meeting (the “Meeting”) of common shareholders (the “Shareholders”) of NiCAN Limited (the “Corporation”).

When: July 16, 2025 at 10:00 a.m. (Toronto time)

Where: 130 King St West, Suite 3680, Toronto, ON M5X 1B1

In order to have their votes counted at the Meeting, Shareholders must complete and return their proxy or voting instruction form, as applicable, pursuant to the instructions given in the accompanying management information circular of the Corporation (the “Circular”), or, in the case of registered Shareholders, attend the Meeting in person and vote thereat.

The purpose of the Meeting is as follows:

1. Financial Statements. Receive and consider the audited financial statements as at and for the fiscal year ended December 31, 2024, together with the report of the auditor thereon.
2. Auditor Re-appointment. Re-appoint Davidson & Company LLP as auditors of the Corporation.
3. Long-term Incentive Plan. Consider and, if thought advisable, re-approve, for the ensuing year, the Corporation’s new long-term incentive plan.
4. Elect Directors. Consider and elect the directors for the ensuing year.
5. Other Business. Consider other business as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular under the section entitled Matters to be Acted Upon.

The directors of the Corporation have fixed the close of business on June 6, 2025 as the record date (the “Record Date”), being the date for the determination of the registered holders entitled to notice and to vote at the Meeting and any postponement(s) or adjournments(s) thereof. Only Shareholders whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof. A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the common shares in that capacity.

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the accompanying form of proxy so that as large a representation as possible may be had at the Meeting.

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To be effective, the enclosed form of proxy or voting instruction form must be mailed or faxed so as to reach or be deposited with TSX Trust Company (in the case of registered holders) 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Canada, Attn: Proxy Department, Fax: 416-595-9593], not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof. Proxies may also be voted online at www.voteproxyonline.com using the 12 digit control number provided on the proxy.

Notice-and-Access:

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery ("Notice-and-Access") to deliver the Meeting Materials (as defined below) for the Meeting to both registered holders and beneficial owners of common shares of the Corporation. Notice-and- Access allows the Company to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the Notice-and-Access system, Shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Information Circular, the annual financial statements and related management's discussion and analysis and other information (the "Meeting Materials"), Shareholders receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly, as it will help reduce paper use and will also reduce the cost of printing and mailing materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

The Meeting Materials can be viewed online under the Corporation's profile at www.sedarplus.ca or at www.nicanltd.com/investors/events. The Meeting Materials will remain posted on the website of NiCAN Limited at least until the date that is one year after the date the Meeting Materials were posted.

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials and are posted on transfer agent's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please call 1-866-600-5869 Requests should be received by 10:00 (Eastern time) on July 7, 2025 in order to receive the Meeting Materials in advance of the Meeting.

DATED at Toronto, Ontario as of the 5th day of June, 2025

BY ORDER OF THE BOARD OF DIRECTORS

"Brad Humphrey"

Chief Executive officer and Director