Pontus Protein Ltd. — AGM Information 2021

Jun 8, 2021

PONTUS PROTEIN LTD. 17686 – 66A Avenue Surrey, British Columbia V3S 2A7 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the holders of common shares of PONTUS PROTEIN LTD. (the “ Company ”) will be held at 10:00 am (local time) on Wednesday June 30, 2021, at Suite 1000, 409 Granville Street, Vancouver, BC, for the following purposes:

1. to receive and consider the audited financial statements of the Company for the financial year ended June 30, 2020, together with the auditors’ report thereon;

2. to fix the number of directors for the ensuing year at five (5);

3. to elect directors of the Company for the ensuing year.

4. to approve the appointment of Dale Matheson Carr-Hilton LaBonte LLP, as auditors of the Company for the ensuing year; to authorize the directors to fix the auditors’ remuneration; and to authorize the Directors, in their discretion, to change auditors during the year, subject to compliance with the requirements of the applicable securities law;

5. to consider, and if thought fit to pass, with or without variation, an ordinary resolution ratifying and confirming the Company’s Stock Option Plan, as more particularly described in the accompanying Management Information Circular (the “ Circular ”);

6. to transact such other business that may properly come before the Meeting and any adjournment thereof.

The Circular accompanying this Notice of Meeting provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of this Notice of Meeting. Also accompanying this Notice of Meeting is either a form of proxy for registered shareholders or a voting instruction form for non-registered shareholders.

The Board of Directors of the Company has fixed May 27, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Circular.

In view of the current and rapidly evolving COVID-19 Pandemic and in order to comply with government rules, regulations and decrees, and in the best interest of the health of all participants in the Company’s Meeting, the Company strongly encourages that all registered shareholders and proxyholders do not attend the Meeting in person, and shareholders are encouraged to vote using one of the methods described in the accompanying Circular. The Company ask that, in considering whether to attend the Meeting in person, shareholders consider the advice of federal, provincial and municipal levels of government. The number of people permitted to attend the Meeting in person will be subject to and limited by the applicable health and safety orders and other requirements in effect at the time of the Meeting, and access may be limited to essential personnel, registered shareholders and proxyholders entitled to vote at the Meeting. The Company may not be able to accommodate all registered shareholders and proxyholders wishing to attend the Meeting in person. The Company reserves the right to refuse in-person admission to the Meeting to any person that the Company believes may pose a health risk to attendees at the Meeting or whose admission would violate applicable federal, provincial and municipal orders and public health directives. We strongly encourage shareholders not to attend the Meeting in person and to vote their shares by proxy or voting instruction form in advance of the Meeting.

All registered shareholders and proxyholders who wish to attend the Meeting in person must provide notify the Company within a minimum of five (5) business days’ in advance of the Meeting by emailing Harmony Corporate Services at do@harmonycs.ca of their intention to attend in person to ensure that the Company can maintain physical distancing and comply with the then current direction and advice from federal, provincial and municipal levels of government. Each such registered shareholder or proxyholder will be asked to complete a declaration regarding COVID-19 related health matters prior to being admitted to the Meeting, if space is available. The declaration will require the registered shareholder or proxyholder to confirm that:

• they have not been outside of Canada in the last fourteen (14) days;

• they do not share a household with someone who has been outside of Canada in the last fourteen (14) days;

• they have not, to their knowledge, been in close contact in the last fourteen (14) days with someone who has been diagnosed with COVID-19; and

• they are not suffering from any flu-like symptoms.

If any of the foregoing apply, then such registered shareholder or proxyholder cannot attend the Meeting in person and will have to vote using one of the other methods described in the accompanying Circular.

To mitigate risks to the health and safety of the community, shareholders, employees and other stakeholders, the Company will provide shareholders with the ability to attend the Meeting in a virtual format (see below), which will give shareholders the opportunity to attend the Meeting through an online audio format regardless of geographic location. Registered shareholders and proxyholders will be able to listen to the Meeting. However, registered shareholders and proxyholders attending the meeting virtually will not be able to participate verbally or vote their shares at the Meeting.

By Telephone: +1-312-626-6799

By URL: https://us02web.zoom.us/j/89735480716?pwd=WWhzMG5hWVNRM1RWN293NWVtYWgvZz09

Conference ID: 897 3548 0716

Passcode: 1234

The Company may take additional precautionary measures in relation to the Meeting in response to further development with the COVID-19 Pandemic. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

The Board of Directors of the Company has fixed the close of business on May 27, 2021 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Meeting, and any adjournment or postponement thereof. Only shareholders of record at the close of business on May 27, 2021 will be entitled to vote at the Meeting. Late proxies maty be accepted or rejected by the Chairman of the Meeting at his discretion. The Chairman is under no obligation to accept or reject any particular late proxy.

Whether or not you attend the Meeting or any postponement or adjournment thereof, to ensure your share be voted at the Meeting, shareholders are requested to sign, date and return the enclosed proxy promptly in the enclosed envelope or alternatively vote internet by following the instructions provided in the accompany form of proxy.

To be effective, proxies must be received by our Transfer Agent, TSX Trust Company, Proxy Department, at 301 – 100 Adelaide Street West, Toronto, Ontario, Canada M5H 4H1 by 10:00 am (Pacific time) on Monday June 28, 2021, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting.

If you are a non-registered shareholder, and have received this Notice of Meeting and accompanying materials through an intermediary, such as an investment dealer, broker, custodian, administrator or other nominee, or a clearing agency in which the intermediary participates, please complete and return the voting instructing form provided to you in accordance with the instructions provided therein.

Your promptness in returning the proxy will assist in the expeditious and orderly processing of proxies and will ensure that your shares are represented.

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of proxy, you should contact TSX Trust Company by telephone at 1-866-6005869 (toll free in North America) or by email at tmxeinvestorservices@tmx.com.

DATED at Vancouver, British Columbia, this 27[th] day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Connor Yuen”_______ Connor Yuen Chief Executive Officer and Director_