Rivalry Corp. — AGM Information 2021

Aug 31, 2021

PMML CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting of the shareholders (the “ Meeting ”) of PMML Corp. (the “ Corporation ”) will be held on September 20, 2021 at 10:00 a.m. (Toronto time).

The Meeting is being held for the following purposes:

• a) to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2020, together with the auditors' report thereon;

• b)

• to elect the directors of the Corporation for the ensuing year;

• c) to re-appoint Macias Gini & O’Connell LLP, Chartered Professional Accountants, as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation (the “ Board ”) to fix their remuneration and terms of engagement;

• d) to consider and if deemed advisable, pass a special resolution approving an amendment to the articles of the Corporation (the “ Articles ”) to remove the restrictions on transfer contemplated therein;

• e) to consider and, if deemed advisable, pass a special resolution approving one or more amendments to the Articles for one or more future consolidations of the Corporation's issued and outstanding shares on the basis of consolidation ratios to be selected by the Board in its sole discretion of up to five pre-consolidation shares for one post-consolidation share;

• f) to consider and, if deemed advisable, pass a special resolution (the “ Dual Class Share Resolution ”) approving one or more amendments to the Articles to create a new class of shares designated as new subordinate voting shares (the “ New Subordinate Voting Shares ”) and a new class of shares designated as new multiple voting shares (the “ New Multiple Voting Shares ”), and to re-designate each outstanding (i) common share of the Corporation as a New Subordinate Voting Share; and (ii) Class “A” share of the Corporation as a New Multiple Voting Share (the “ Dual Class Structure ”);

• g) to consider and, if deemed advisable, pass an ordinary resolution approving, confirming and ratifying the Corporation’s equity incentive plan (the “ Equity Incentive Plan ”);

• h) to ratify and approve the grant of: (i) 1,439,555 options to purchase shares of the Corporation which have been granted to; (ii) 14,433,310 restricted share units which have been granted to; and (iii) 10,558,307 restricted shares which have been approved for grant by the board of directors of the Corporation to, certain employees, officers and directors of the Corporation and its affiliates under the Equity Incentive Plan;

• i) to consider and if deemed advisable, pass, with or without variation, a special resolution approving an amendment to the Articles to change its name from “PMML Corp.” to “Rivalry Corp.” or such other similar name as may be determined by the Board;

• j) to consider and if deemed advisable, pass an ordinary resolution, ratifying, confirming and approving the amendments to certain share purchase warrants of the Corporation; and

• k) to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

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This year as a result of the public health impact of COVID-19 and to mitigate risks to the health and safety of our community, shareholders, employees and other stakeholders, we will hold the Meeting in a virtual only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/227206084 (password: pmml2021 ). At this website, shareholders will be able to hear the Meeting live, submit questions and vote their shares while the Meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our shareholders by allowing shareholders that might not otherwise be able to travel to a physical meeting to attend online and minimizes the health risk that may be associated with large gatherings.

Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/227206084. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting, but will not be able to vote at the Meeting. Please refer to the voting instructions provided in the “ General Proxy Information ” section of the management information circular dated August 26, 2021 (the “ Information Circular ”).

The Information Circular provides additional information relating to each of the matters to be addressed at the Meeting. Shareholders are directed to read the Information Circular carefully and in full to evaluate the matters to be considered at the Meeting.

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is August 20, 2021 (the “ Record Date ”). Shareholders of the Corporation 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 adjournment(s) or postponement(s) thereof.

If you are a registered shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the “ Proxy ”) for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy and Information Circular.

- If you are a non registered beneficial shareholder , a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your shares. Non-registered beneficial shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

Registered shareholders have the right to dissent with respect to the Dual Class Share Resolution and, if the Dual Class Structure becomes effective, to be paid the fair value of their shares in accordance with the provisions of Section 185 of the Business Corporations Act (Ontario) (the “ OBCA ”). A registered shareholder wishing to exercise the right of dissent with respect to the Dual Class Structure must send to the Corporation a written objection to the Dual Class Share Resolution, which written objection must be received by the Corporation at 116 Spadina Avenue Suite 701 Toronto, ON Canada M5V 2K6, Attention: Steven Salz, or by email to ss@pmmlcorp.com, with a copy to Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, Ontario, M5K 0A1, Attention: Eric Foster, or by email to eric.foster@dentons.com, not later than 10:00 a.m. (Toronto time) two (2) business days prior to the date of the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the dissent procedures prescribed by the OBCA. A shareholder’s right to dissent is more particularly described in the Information Circular under the heading “Particulars of Matters to be Acted Upon – Approval of Dual Class Voting

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Structure – Dissent Rights”. A copy of the text of Section 185 of the OBCA are set forth in Appendix “C” to the Information Circular.

DATED at Toronto, Ontario this 26[th] day of August, 2021.

BY ORDER OF THE BOARD

(signed) “ Steven Salz ”

Chief Executive Officer and Director

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