Sabio Holdings — Proxy Solicitation & Information Statement 2025

May 1, 2025

sabio

TSXV\SBIO·OTCQB\SABOF

NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Sabio Holdings Inc. (the "Company" or "Sabio") is utilizing the Notice-and-Access model for the delivery of its management information circular ("Circular") to its registered and beneficial shareholders ("Shareholders") for its annual general meeting of shareholders ("Meeting") to be held on June 5, 2025. This notification contains information on how to access the Circular electronically or obtain a paper copy, as well as information on voting your shares using the proxy form or voting instruction form enclosed with this notification. Shareholders that have existing instructions on their account with their intermediary to receive a printed copy of the Circular will receive printed copies. If you have questions about Notice-and-Access, you can contact the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), calling toll-free at 1-866-964-0492 or contact the Company at 150 King Street West, Suite 200, Toronto, Ontario, M5H 1J9, or Tel: 1-844.974.2662, or the Company's Corporate Secretary by email at kendra@sabio.inc.

You are encouraged to vote by submitting the enclosed Form of Proxy ("Proxy"), in the case of registered Shareholders, or Voting Instruction Form ("VIF"), in the case of non-registered Shareholders. If you intend to attend the Meeting virtually, in order to facilitate planning, please pre-register with the Company at least 48 hours before the Meeting by sending an email to: kendra@sabio.inc. Please refer to the section "General Proxy Information" in the Circular for details on how to vote by proxy at the Meeting. The date, time and location of the Meeting are as follows:

WHEN: Thursday, June 5, 2025 | 1:00 pm (EDT)

WHERE: Zoom Webinar

Join online: https://us06web.zoom.us/j/89771835922?pwd=6inFDZqKpVsYbbdEnuoAMr3St6gvVq.1

Webinar ID: 897 7183 5922 | Passcode: 192007

Join via audio: Canada 1-438-809-7799 | United States: 1-360-209-5623

International numbers available: https://us06web.zoom.us/u/kByBvnmNQ

The directors have fixed April 17, 2025 as the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting. If you were a Shareholder as of April 17, 2025, you are entitled to vote at the Meeting. If you are unable to attend the Meeting, you are encouraged to read, complete, date, sign and return the enclosed Proxy or VIF in the manner specified on the form, no later than 1:00 pm (Eastern Time) on June 3, 2025.

Shareholders will be asked to consider and, if applicable, vote on the following items of business:

1. to receive the Company's annual audited financial statements for the period December 31, 2024, together with the report of the auditors thereon, and related management discussion and analysis;
2. to re-appoint MNP LLP as the auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration;
3. to set the number of directors at six (6);
4. to elect the directors of the Company for the ensuing year;
5. to consider, and, if deemed advisable, to pass with or without variation, an ordinary resolution to approve the Company's omnibus equity incentive compensation plan, as more particularly described in the Circular; and
6. to transact any other business that may properly come before the Meeting, or any adjournment(s) or postponement thereof.

For detailed information regarding each of the above items of business, please refer to the section of the Circular titled "Particulars of Matters to be Acted Upon". Sabio urges Shareholders to review the Circular before voting. Your vote is important.

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Accessing Meeting Materials Online

This notice and the Circular will be available on Sabio’s website at https://www.sabioholding.com/governance and under the Company’s profile on SEDAR+, at www.sedarplus.ca. This notice is accompanied by the Circular and either a proxy form or a voting instruction form.

Requesting Printed Meeting Materials

If you are a registered Shareholder that would like to receive a paper copy of the Circular, please contact Computershare at service@computershare.com, or call Toll-Free at 1-800-564-6253 or contact the Company’s Corporate Secretary by email at kendra@sabio.inc. Non-registered Shareholders can request materials by calling Toll Free, within North America, 1-877-907-7643 or direct, from outside North America, 1-303-562-9305 (English) or 1-303-562-9306 (French) and entering your control number as indicated on your VIF. A printed copy of the Circular will be sent to you by postal delivery at no cost to you up to one year from the date the Circular was filed on SEDAR+. Requests should be received by 1:00 pm (EDT) on May 23, 2025 to receive the Circular in advance of the proxy deposit date and the Meeting date.

Voting Instructions

If you are a registered Shareholder, you will have received a Proxy with this notification. If you are a non-registered Shareholder, you will have received a VIF or a Proxy signed by your intermediary.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting virtually. Registered Shareholders electing to submit a proxy may do so by:

(a) completing, dating and signing the enclosed Proxy and returning it to the Company’s transfer agent, Computershare, by fax within North America at 1-866-249-7775, or by mail to the Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J; or
(b) telephone or internet, as instructed in the enclosed Proxy, no later than 1:00 pm (EDT) on June 3, 2025.

Non-registered Shareholder

You should carefully follow the instructions of your intermediary, including those regarding when and where the completed Proxy or VIF is to be delivered or otherwise submitted. There may be deadlines for non-registered Shareholders that are earlier than the deadline for proxies from registered Shareholders set out above. For detailed information on how to vote your shares, please refer to the section of the Circular titled “Voting by Proxyholder – Beneficial Holders of Shares” in the Circular. If you have any questions or need assistance completing your Proxy or VIF, please contact Sabio’s transfer agent, Computershare, by calling toll-free at 1-800-564-6253 or contact the Company at 150 King Street West, Suite 200, Toronto, Ontario, M5H 1J9, or Tel: 1-844.974.2662, or the Company’s Corporate Secretary by email at kendra@sabio.inc.

DATED at Vancouver, British Columbia this 22nd day of April, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

“Aziz Rahimtoola”

Aziz Rahimtoola
Chief Executive Officer and Chairman