Partners Value Investments LP — Proxy Solicitation & Information Statement 2023

Nov 10, 2023

GREEN PANDA CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 4, 2023

TAKE NOTICE THAT an annual general and special meeting (the " Meeting ") of the holders (" Shareholders ") of common shares (the " Shares ") of Green Panda Capital Corp. (the " Corporation ") will be held at the office of Fogler, Rubinoff LLP, Suite 3000, 77 King Street West, Toronto, Ontario on December 4, 2023, at 10:00 a.m. for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the financial years ended July 31, 2023, 2022, and 2021, together with the auditor’s reports thereon;

2. to reappoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation (the " Directors ") to determine the remuneration to be paid to the auditors;

3. to elect the Directors for the ensuing year, or until the closing of the qualifying transaction (the " QT ") pursuant to the acquisition agreement (the " Definitive Agreement ") dated September 29, 2023, between the Corporation, Thistle Resources Corp. (" Thistle ") and 1000644926 Ontario Limited (" Subco ") (the " Change of Board Time ", as the case may be);

4. to elect new directors to serve from the Change of Board Time until the close of the next annual meeting of Shareholders or until their successors are elected or appointed, as more fully described in the Management Information Circular (the " Circular ") accompanying this notice of Meeting;

5. to consider, and, if deemed appropriate, to pass, with or without variation, a special resolution approving the consolidation of the issued and outstanding Shares at a ratio of one post-consolidation Share for every two pre-consolidation Shares (the " Consolidation "), as more fully described in the Circular (the " Consolidation Resolution ");

6. to consider, and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the Articles of the Corporation to change the name of the Corporation to "Thistle Resources Inc.", or such other name as may be determined and acceptable to the Board of Directors of the Corporation (the " Board " or " Board of Directors ") and the applicable regulatory authorities, as more fully described in the Circular (the " Name Change Resolution ");

7. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution, as more fully described in the Circular, approving the Corporation’s stock option plan (the " Option Plan Resolution "); and

8. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

The Consolidation Resolution and the Name Change Resolution must be approved by not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting. The approval of the Option Plan Resolution, the election of directors to the Board of Directors, the election of directors to the Board of Directors to serve from the Change of Board Time, and the reappointment of the auditors of the Corporation must be approved by a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting.

This notice of Meeting is accompanied by: (a) the Circular; and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. The Circular accompanying this notice of Meeting is incorporated into and shall be deemed to form part of this notice of Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is November 3, 2023 (the " Record Date "). Shareholders whose names have been entered in 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 or any adjournments or postponements thereof.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. As a shareholder, you can choose from three different ways to vote your shares by proxy: (a) by mail or delivery in the addressed envelope provided or deposited at the offices of the Transfer Agent, 301-100 Adelaide St. West, Toronto, Ontario, MH 4H1, Canada, on behalf of the Corporation, so as to arrive not later than 10:00 a.m. (EST) on November 30, 2023, or if the Meeting is adjourned, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used; (b) by internet at www.voteproxyonline.com or; (c) by facsimile at 1-416-595-9593, by following the instructions provided on the form, unless the chair of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

DATED this 3[rd] day of November, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

" Richard (Xin) Zhou "

Richard (Xin) Zhou Chief Executive Officer

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