Route1 Inc. — AGM Information 2020

Nov 3, 2020

ROUTE1 INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the holders of common shares (the "Common Shares") of Route1 Inc. (the "Corporation") will be held at 10:00 a.m. (Eastern Standard Time) on December 8, 2020 at the offices of the Corporation, 7300 North Via Paseo Del Sur, Suite 202, Scottsdale, Arizona, United States of America, 85258 for the following purposes:

• 1. to receive the Corporation's audited financial statements for the year ended December 31, 2019 together with the auditor's report thereon;
• 1. to elect directors of the Corporation for the ensuing year;
• 1. to re-appoint Grant Thornton LLP as the auditors of the Corporation;
• 1. to re-approve the stock option plan of the Corporation; and
• 1. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is October 26, 2020 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a shareholder transfers the ownership of any of his shares after such date and the transferee of those shares establishes that he owns the shares and requests, not later than ten days before the Meeting, to be included in the list of shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those shares at the Meeting.

The specific details of the matters to be put before the Meeting as identified above are set forth in a management information circular of the Corporation (the "Circular") under the heading "Particulars of Matters to be Acted Upon".

The Corporation has elected to use the notice-and-access rules ("Notice and Access") under National Instrument 54- 101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations for distribution of the Circular, this Notice of Meeting, the form of proxy and the voting instruction form (collectively, the "Meeting Materials") to holders of Common Shares. Notice and Access is a set of rules that allows issuers to post electronic versions of its proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies to shareholders.

The Meeting Materials are available at www.envisionreports.com/PSEQ2020 and under the Corporation's profile on SEDAR at www.sedar.com. Shareholders are reminded to review the Meeting Materials before voting.

Shareholders may obtain paper copies of the Meeting Materials, or obtain further information about Notice and Access, by contacting the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare"), toll free at 1-866-962-0498 and (514) 982-8716 from outside of North America. A request for paper copies should be received by Computershare by November 27, 2020 in order to allow sufficient time for the shareholder to receive the paper copy and return the proxy by its due date.

A registered 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, execute and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with Computershare, located at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment thereof.

The persons named in the enclosed form of proxy are each a director and/or officer of the Corporation. Each shareholder has the right to appoint a proxyholder other than such persons, who need not be a shareholder, to attend and to act for him and on his 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.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The Corporation is actively monitoring the developments associated with the novel coronavirus, known as COVID-19 ("COVID-19") and is sensitive to public health concerns and protocols put in place by all levels of government in the United States in Canada. COVID-19 is causing unprecedented social and economic disruption and the Corporation wants to ensure that no one is unnecessarily exposed to any risks. The Corporation will be severely restricting physical access to the Meeting and only registered shareholders and formally appointed proxyholders will be allowed to attend. In order to comply with government orders concerning maximum size of public gatherings and required physical distancing parameters, the Corporation may be unable to admit certain persons to the Meeting. The Corporation strongly encourages registered shareholders and proxyholders not to attend the Meeting in person, and Shareholders (as defined in the Circular) are encouraged to vote using one of the methods described in the accompanying Circular. To further mitigate the risk of the spread of the virus, the Meeting will be audio-cast live at 10:00 a.m. (Eastern Standard Time) on December 8, 2020 and can be accessed by conference call at 1-844-330-6704, Participant Code: 72146500#. This call will be listen-only and Shareholders will not be able to vote or speak at, or otherwise participate in the Meeting via the conference call. Given the restrictions in place, the Corporation's board of directors and auditors do not plan to attend the Meeting in person.

DATED at the City of Toronto, in the Province of Ontario, this 26th day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael D. Harris"

Michael D. Harris Chairman