Sabio Holdings — AGM Information 2021

Sep 15, 2021

Spirit Banner II Capital Corp.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT a special meeting (the “ Meeting ”) of the shareholders of Spirit Banner II Capital Corp. (the “ Corporation ”) will be held at 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4 on October 6, 2021 at 10:00 a.m. (Toronto time) for the following purposes, as more particularly described in the enclosed management information circular (the “ Circular ”):

1. to set the size of and elect an alternate slate of directors, namely a slate set at four (4) directors of the Resulting Issuer (as defined in TSX Venture Exchange Policy 2.4), elected to replace the incumbent slate of directors immediately following the completion of a reverse takeover transaction (the “ Transaction ”) between the Corporation and Sabio Mobile, Inc. ( “Sabio” ) if, and only if, the Transaction is completed, as more fully described in the Circular;

2. to consider, and if thought appropriate, pass, with or without variation, a special resolution empowering the directors of the Corporation to determine the number of directors of the Corporation from time to time within the minimum and maximum number provided for in the articles of incorporation of the Corporation, as may be amended from time to time;

3. to consider, and if thought appropriate, pass, with or without variation, a special resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, authorizing and approving an amendment of the articles of the Corporation to amend the rights, privileges, restrictions and conditions of the Corporation’s existing class of common shares and to create an unlimited number of a class of shares to be designated as convertible restricted voting shares, the rights, privileges, restrictions and conditions of which are more particularly described in the accompanying Circular;

4. to consider and, if thought appropriate, to pass with or without variation, a special resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, authorizing and approving the change of name of the Corporation from “Spirit Banner II Capital Corp.” to “Sabio Inc.”, or such other name as may be determined by Sabio and approved by the board of the Corporation;

5. to consider and, if thought appropriate, to pass with or without variation, a special resolution authorizing and approving the consolidation of the outstanding common shares in the capital of the Corporation on the basis of one (1) post-consolidation common share for up to 15.91 pre-consolidation common shares;

6. to consider and, if thought appropriate, to pass with or without variation, an ordinary resolution confirming the adoption of new By-Law No. 1 of the Corporation’s (the “ New By-Laws ”) and repealing the Corporation’s previously adopted by-laws;

7. to consider and, if thought appropriate, to pass with or without variation, an ordinary resolution of disinterested shareholders to be conditional on, and to take effect only in the event that, the Transaction is completed, approving the amended and restated share option plan of the Corporation;

8. to consider and, if thought appropriate, to pass with or without variation, an ordinary resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, approving the legacy stock option plan of the Corporation; and

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

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Information relating to the items above is set forth in the Circular. Only shareholders of record as of August 9, 2021, the record date, are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

IMPORTANT

It is desirable that as many common shares as possible be represented at the Meeting. Please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy.

In an effort to mitigate the risks associated with COVID-19, and to preserve the health and safety of our communities, Shareholders, employees and other stakeholders, we are inviting shareholders to participate in the Meeting by dialing in to our conference line at: (800)-747-5150, followed by the Conference ID: 3454356. Participants should dial in at least ten (10) minutes prior to the scheduled start time and ask to join the call. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location. We encourage shareholders to not attend the Meeting in person due to risks related to COVID-19. We will also take additional precautionary measures in relation to the physical Meeting, limiting access to essential personnel, registered Shareholders and proxyholders entitled to attend and vote at the Meeting. Shareholders cannot vote their common shares at the Meeting if attending via teleconference and must either vote prior to the Meeting or attend the Meeting in person in order to have their vote cast. We ask that shareholders also review and follow the instructions of any health authorities of Canada, the Province of Ontario, the City of Toronto and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually; (ii) changing the Meeting date and/or changing the means of holding the Meeting; (iii) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (iv) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

DATED at Toronto, Ontario this 8[th] day of September, 2021.

By order of the board of directors of Spirit Banner II Capital Corp.

(signed) “Matthew Wood” Matthew Wood Chief Executive Officer