Saltire Capital - Proxy Solicitation & Information Statement 2024

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NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON JULY 26, 2024

AND

MANAGEMENT INFORMATION CIRCULAR dated June 21, 2024

with respect to the

PROPOSED EXTENSION OF THE PERMITTED TIMELINE TO CONSUMMATE A QUALIFYING TRANSACTION (“EXTENSION”)

for

FG ACQUISITION CORP.

The board of directors of FG Acquisition Corp. recommends that shareholders vote FOR the Extension.

This notice of special meeting, management information circular and accompanying materials are important and require your immediate attention. They require holders of Class A restricted voting shares of FG Acquisition Corp. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors.

June 21, 2024

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Dear Shareholder,

On behalf of the board of directors (the “ Board ”) of FG Acquisition Corp. (“ FGAC ”), you are invited to attend a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of the Class A restricted voting shares (the “ Class A Restricted Voting Shares ”) in the capital of FGAC on July 26, 2024 to vote on a resolution to extend the date by which FGAC has to consummate a qualifying acquisition from November 5, 2024 to April 4, 2025 (the “ Extension ”), if such Extension is deemed necessary by the Board (the “ Extension Resolution ”).

The Meeting will be held as a virtual meeting at 12:00 p.m. (Toronto time) on July 26, 2024. All capitalized terms not herein defined have the meanings ascribed to them in the “Glossary of Terms” in the accompanying management information circular (the “ Circular ”).

In respect of the Extension Resolution, the allowable time period within which FGAC must consummate a qualifying acquisition is November 5, 2024. As described in the final prospectus of the Company dated March 28, 2022, FGAC has established certain investment criteria and guidelines as part of its process of evaluating potential targets for its qualifying acquisition.

On May 3, 2024, FGAC entered into a share purchase agreement (the “ Purchase Agreement ”) with FGAC Investors LLC (the “ FG Sponsor ”), CG Investments VII Inc. (together with FG Sponsor, the “ Sponsors ”), Strong Global Entertainment, Inc. (“ Strong ”) and MDI Screen Systems, Inc. (“ MDI ”), which provides for the acquisition (the “ MDI Acquisition ”) by FGAC of all the issued and outstanding shares of MDI for an aggregate purchase price of $30 million, subject to adjustments and payable in accordance with the terms of the Purchase Agreement.

Accordingly, the Board is seeking approval of the Extension Resolution by holders of the Class A Restricted Voting Shares, in accordance with FGAC’s Articles (as amended and restated), to extend FGAC’s permitted timeline to April 4, 2025 in order to provide FGAC with maximum flexibility in consummating its qualifying acquisition.

If the Extension Resolution is approved and the Extension is made effective, FGAC shall (a) redeem those Class A Restricted Voting Shares that are deposited for redemption, and (b) deliver to each such holder its pro rata portion of the escrow funds available in FGAC’s escrow account less certain specified costs. The remainder of the escrow funds shall remain in FGAC’s escrow account, and holders of Class A Restricted Voting Share who do not redeem their shares will retain their redemption rights with respect to the closing of the qualifying acquisition itself.

FGAC cannot predict the amount that will remain in FGAC’s escrow account if the Extension Resolution is approved and the Extension is implemented, and the amount remaining in FGAC’s escrow account may be only a small fraction of the approximately $261,944.84 that was in FGAC’s escrow account as of June 21, 2024.

If the Extension Resolution is not approved and FGAC’s qualifying acquisition is not consummated by March 31, 2025, FGAC will cease all operations except for the purpose of winding-up. In connection therewith, and subject to applicable laws, each Class A Restricted Voting Share will be redeemed for the Class A Automatic Redemption Price.

These are important matters affecting the future of FGAC and your vote is important regardless of the number of shares you own.

FGAC is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast and Shareholders will not be able to attend the Meeting in person. Registered Shareholders and proxyholders wishing to participate at the Meeting will be required to register with FGAC’s counsel 48 hours in advance of the Meeting as set out in the attached Circular. In addition, it is strongly recommended that such registered Shareholders and proxyholders access the Meeting at least 15 minutes prior to the start of the Meeting.

Shareholders who choose to attend the Meeting will do so by accessing a live webcast of the Meeting via the internet by visiting:

https://virtual-meetings.tsxtrust.com/en/1693

Shareholders are requested to sign, date and return the form of proxy or voting instruction form received in accordance with the instructions provided. Beneficial Shareholders (being Shareholders who hold their securities through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to participate at the Meeting.

The Circular included herewith contains a detailed description of the resolutions and other information relating to FGAC. We urge you to consider carefully all of the information in the Circular. Shareholders who have any questions or need additional information with respect to the voting of their Securities should consult their financial, legal, tax or other professional advisors.

On behalf of FGAC, I would like to thank all of our Shareholders for their ongoing support.

Yours very truly,

(signed) “ Larry G. Swets Jr. ”

Larry G. Swets Jr. Chief Executive Officer and Director

(ii)

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NOTICE OF SPECIAL MEETING OF CLASS A RESTRICTED VOTING SHAREHOLDERS TO BE HELD ON JULY 26, 2024

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of the Class A restricted voting shares (the “ Class A Restricted Voting Shares ”) in the capital of FG Acquisition Corp. (“ FGAC ” or the “ Company ”) will be held as a virtual meeting on July 26, 2024, at 12:00 p.m. (Toronto time), for the following purposes:

to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular (the “ Circular ”), to extend the date by which FGAC has to consummate a qualifying acquisition from November 5, 2024 to April 4, 2025 (the “ Extension ”), if necessary (the “ Extension Resolution ”); and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is May 29, 2024 (the “ Record Date ”). Only Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

FGAC is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all Shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors and management of FGAC as well as other Shareholders. Shareholders will not be able to attend the Meeting in person. Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://virtual-meetings.tsxtrust.com/en/1693. Beneficial Shareholders (being Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting. In addition, it is strongly recommended that such registered Shareholders and proxyholder access the Meeting at least 15 minutes prior to the start of the Meeting. Shareholders who wish to ensure that their Class A Restricted Voting Shares will be voted at the Meeting are requested to complete, date and execute the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the management information circular accompanying this Notice.

As a Shareholder, it is very important that you read the Circular and other Meeting materials carefully. They contain important information with respect to voting your Shares and attending and participating at the Meeting.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy, including if you are a nonregistered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a username to participate in the Meeting. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, Shareholders MUST send an email to [email protected] and provide TSX Trust Company with their

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proxyholder’s contact information, amount of Shares appointed, name in which the Shares are registered if they are a registered Shareholder, or name of broker where the Shares are held if a beneficial Shareholder, so that TSX Trust Company may provide the proxyholder with a username via email.

A registered holder of Shares may attend the Meeting online or may be represented by proxy. If you are a registered holder of Shares and you are unable to attend the Meeting online, we encourage you to vote by completing the enclosed form of proxy in accordance with the enclosed instructions. Voting by proxy will not prevent you from voting if you attend the Meeting and will ensure that your vote will be counted if you are unable to attend.

A proxy will not be valid for use at the Meeting unless the completed form of proxy is deposited at the offices of FGAC’s transfer agent, TSX Trust Company, at 100 Adelaide St. W, Suite 301, Toronto, ON M5H 4H1, by facsimile at (416) 595-9593, or by internet at www.voteproxyonline.com by 12:00 p.m. (Toronto time) on July 24, 2024 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the reconvening of the Meeting. A person appointed as a proxyholder need not be a Shareholder. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

These shareholder materials are being sent to both registered and non-registered owners of the Shares. If you are a nonregistered owner, and FGAC or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

If you are not a registered holder of Shares and receive these materials through your broker or other intermediary, please complete the form of proxy or voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

In connection with the Meeting, FGAC will provide holders of Class A Restricted Voting Shares with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit their shares for redemption prior to the second business day before the date of the Meeting. Upon the requisite approval of the Extension Resolution (which requires approval by both the holders of the Class A Restricted Voting Shares and the Board) and, subject to applicable law, FGAC will be required to redeem such Class A Restricted Voting Shares so deposited for redemption at an amount per Class A Restricted Voting Share, payable in cash, equal to the pro rata portion (per Class A Restricted Voting Share) of: (A)(i) the escrowed funds available in the Escrow Account at the time of the Meeting at which an Extension is approved, including any interest and other amounts earned thereon, less (ii) an amount equal to the total of (a) any applicable taxes payable by the Company on such interest and other amounts earned in the Escrow Account, and (b) actual and expected expenses directly related to the redemption (and for greater certainty, such amount will not be reduced by the deferred underwriting commissions per Class A Restricted Voting Share held in the Escrow Account), each as reasonably determined by the Company, less (B) any taxes of the Company (including under Part VI.1 of the Tax Act), as reasonably determined by the Company, arising in connection with the redemption of the Class A Restricted Voting Shares (the “ Class A Extension Redemption Price ”). It should also be noted that shareholders will have another redemption opportunity should FGAC close a qualifying acquisition prior to the applicable deadline. Depending on a shareholder’s individual circumstances, the Canadian income tax consequences to a Shareholder who redeems shares could be worse than the Canadian income tax consequences to a Shareholder who sells shares in the open market, since redeeming shares will result in a deemed dividend to the Shareholder. Shareholders who are not resident in Canada and whose shares are redeemed will be subject to Canadian withholding tax on the deemed dividend. See “Certain Canadian Federal Income Tax Considerations” in the Circular.

If the Extension Resolution is approved and the Extension is made effective, FGAC shall (a) redeem those Class A Restricted Voting Shares that are deposited for redemption, and (b) deliver to each such holder who has deposited shares for redemption the Class A Extension Redemption Price per share, which amount shall reduce FGAC’s net asset value. The remainder of the escrow funds shall remain in the Escrow Account, and holders of the Class A Restricted Voting Shares who do not redeem their shares will retain their redemption rights with respect to the closing of the qualifying acquisition itself. FGAC cannot predict the amount that will remain in FGAC’s escrow account if the Extension Resolution is approved and the Extension is implemented, and the amount remaining in FGAC’s escrow account may be only a small fraction of the approximately $261,944.84 that was in the Escrow Account as of June 21, 2024.

Entertainment, Inc. (“ Strong ”) and MDI Screen Systems, Inc. (“ MDI ”), which provides for the acquisition (the “ MDI Acquisition ”) by FGAC of all the issued and outstanding shares of MDI for an aggregate purchase price of $30 million, subject to adjustments and payable in accordance with the terms of the Purchase Agreement.

Accordingly, the Board is seeking approval of the Extension Resolution by holders of the Class A Restricted Voting Shares, in accordance with FGAC’s Articles, to extend FGAC’s permitted timeline to April 4, 2025 in order to give FGAC maximum flexibility in consummating its qualifying acquisition.

If the Extension Resolution is not approved and a qualifying acquisition is not consummated by November 5, 2025, FGAC will cease all operations except for the purpose of winding-up. In connection therewith, and subject to applicable laws, each Class A Restricted Voting Share will be redeemed for its pro rata portion of the escrow funds available in the Escrow Account less certain specified costs. The Board may revoke the Extension Resolution without further approval of holders of the Class A Restricted Voting Shares at any time prior to the Extension becoming effective in the event that they determine not to proceed with the Extension.

Holders of Class A Restricted Voting Shares whose Class A Restricted Voting Shares are held through an intermediary may have earlier deadlines for depositing their Class A Restricted Voting Shares pursuant to the redemption right. If the deadline for depositing such shares held through an intermediary is not met by a holder of Class A Restricted Voting Shares, such holder’s Class A Restricted Voting Shares may not be eligible for redemption.

Shareholders that have any questions or need additional information with respect to the voting of their Shares should consult their financial, legal, tax or other professional advisors.

DATED this 21[st] day of June, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Larry G. Swets Jr. ”

Larry G. Swets Jr. Chief Executive Officer and Director

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SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 26, 2024

MANAGEMENT INFORMATION CIRCULAR

This management information circular (this “ Circular ”) is furnished in connection with the solicitation of proxies by management of FG Acquisition Corp. (“ FGAC ” or the “ Company ”) for use at: (i) the special meeting of shareholders (the “ Shareholders ”) of the Class A restricted voting shares of the Company (the “ Class A Restricted Voting Shares ”) to be held as a virtual meeting on July 26, 2024, at 12:00 p.m. (Toronto time), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of meeting (the “ Meeting ”). Except to the extent otherwise stated herein, all information set forth herein is given as of June 20, 2024 and all references to dollars, “$” or “U.S.$” are to United States dollars.

Any capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the “ Glossary of Terms ” included herein.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or proxy solicitation. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

Information contained in this Circular should not be construed as legal, tax or financial advice to any particular Shareholder and Shareholders are urged to consult their own professional advisors in connection with the matters considered in this Circular.

GLOSSARY OF TERMS

“ AIF ” means the Company’s annual information form dated March 27, 2024;

“ allowable capital loss ” has the meaning assigned to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Losses”;

“ Articles ” means the Notice of Articles and Articles of the Company (as amended, amended and restated or modified from time to time);

“ BCBCA ” means the Business Corporations Act (British Columbia), as it may be amended from time to time;

“ Board ” means the board of directors of the Company, as constituted from time to time;

“ Broadridge ” means Broadridge Financial Solutions Inc.;

“ CDS ” means CDS Clearing and Depository Services Inc.;

“ CDS Participant ” has the meaning assigned to it under the heading “Redemption Rights – Process for Redemption by Non-Registered Holders of Class A Restricted Voting Shares”;

“ Class A Automatic Redemption Price ” means an amount per Class A Restricted Voting Share, payable in cash, equal to the pro rata portion (per Class A Restricted Voting Share) of: (A) the escrowed funds then available in the Escrow Account, including any interest and other amounts earned thereon, less (B) an amount equal to the total of (i) any applicable taxes payable by the Company on such interest and other amounts earned in the Escrow Account, (ii) any taxes of the Company (including under Part VI.1 of the Tax Act) arising in connection with the redemption of the Class A Restricted Voting Shares, and (iii) up to a maximum of U.S.$100,000 of interest and other amounts earned in the Escrow Account that may be released to pay actual and expected Winding-Up expenses and certain other related costs (as described herein), each as reasonably determined by the Company. For greater certainty, such amount will not be reduced by the deferred underwriting commission per Class A Restricted Voting Share held in the Escrow Account;

“ Class A Extension Redemption Price ” means an amount per Class A Restricted Voting Share, payable in cash, equal to the pro rata portion (per Class A Restricted Voting Share) of: (A)(i) the escrowed funds available in the Escrow Account at the time of the Meeting at which an Extension is approved, including any interest and other amounts earned thereon, less (ii) an amount equal to the total of (a) any applicable taxes payable by the Company on such interest and other amounts earned in the Escrow Account, and (b) actual and expected expenses directly related to the redemption (and for greater certainty, such amount will not be reduced by the deferred underwriting commissions per Class A Restricted Voting Share held in the Escrow Account), each as reasonably determined by the Company, less (B) any taxes of the Company (including under Part VI.1 of the Tax Act), as reasonably determined by the Company, arising in connection with the redemption of the Class A Restricted Voting Shares;

“ Class A Restricted Voting Shareholders ” means the holders of the Class A Restricted Voting Shares;

“ Class A Restricted Voting Shares ” or “ Shares ” means the Class A restricted voting shares in the capital of FGAC, which are “restricted securities” within the meaning of such term under applicable Canadian securities laws, and each a “ Class A Restricted Voting Shar e”;

“ Class A Restricted Voting Units ” means the Class A restricted voting units distributed to the public by FGAC at an offering price of U.S.$10.00 per Class A Restricted Voting Unit under a prospectus dated March 28, 2022, each comprised of one Class A Restricted Voting Share and one-half of an IPO Warrant, and each a “ Class A Restricted Voting Unit ”;

“ Class B Shares ” means the Class B shares in the capital of the Company, and each a “ Class B Share ”;

“ Common Shares ” means the common shares in the capital of the Company;

“ Company ” or “ FGAC ” means FG Acquisition Corp., a corporation incorporated under the laws of the Province of British Columbia pursuant to the BCBCA;

“ CRA ” means the Canada Revenue Agency;

“ Escrow Account ” means the escrow account established with the Escrow Agent pursuant to the Escrow Agreement;

“ Escrow Agent ” or “ TSX Trust Company ” means TSX Trust Company;

“ Escrow Agreement ” means the escrow agreement dated April 5, 2022 between FGAC, the Escrow Agent, and Canaccord Genuity Corp. and Raymond James Ltd., as the underwriters of the IPO;

“ Extension ” has the meaning assigned to it under the heading “Extension of the Permitted Timeline”;

“ Extension Resolution ” has the meaning assigned to it under the heading “Extension of the Permitted Timeline”;

“ Extraordinary Dividend ” means any dividend, together with all other dividends payable in the same calendar year, that has an aggregate absolute dollar value which is greater than $0.075 per share, with the adjustment to the applicable price (as the context may require) being a reduction equal to the amount of the excess;

“ Founders ” means the Sponsors, being FGAC Investors LLC and CG Investments VII Inc., as the holders of the Founders’ Shares;

“ Founders’ Shares ” means the 2,875,000 Class B Shares issued to the Founders in connection with the closing of the IPO;

“ Holder ” has the meaning assigned to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“ Intermediary ” has the meaning assigned to it under the heading “General Information Respecting the Meeting – Beneficial Shareholders and Non-Registered Shareholders”;

“ IPO ” or “ Offering ” means FGAC’s initial public offering of 11,500,000 Class A Restricted Voting Units offered to the public under FGAC’s final long form prospectus dated March 28, 2022;

“ IPO Prospectus ” means the final prospectus of the Company dated March 28, 2022 filed in connection with the Offering;

“ IPO Warrants ” means the share purchase warrants of FGAC issued under the Warrant Agreement as a portion of the Class A Restricted Voting Units;

“ Make Whole Agreement and Undertaking ” means the make whole agreement and undertaking dated April 5, 2022, entered into by the Sponsors in favour of the Company;

“ Meeting Materials ” has the meaning assigned to it under the heading “General Information Respecting the Meeting – Beneficial Shareholders and Non-Registered Shareholders”;

“ National Instrument 54-101 ” has the meaning assigned to it under the heading “General Information Respecting the Meeting – Purpose of the Meeting”;

“ Non-Registered Shareholders ” has the meaning assigned to it under the heading “General Information Respecting the Meeting – Beneficial Shareholders and Non-Registered Shareholders”;

“ Non-Resident Holder ” has the meaning assigned to it under “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“ Notice of Meeting ” has the meaning assigned to it under the heading “General Information Respecting the Meeting – Solicitation of Proxies”;

“ OTM Warrants ” means the share purchase warrants of FGAC sold to the Sponsors concurrently with the IPO at an offering price of U.S.$0.10 per OTM Warrant;

“ Permitted Timeline ” means the allowable time period within which FGAC must consummate its qualifying acquisition, being 15 months from the closing of the IPO, as may be extended as described in FGAC’s final long form prospectus dated March 28, 2022;

“ Proportionate Voting Shares ” means the proportionate voting shares in the capital of FGAC, none of which are issued and outstanding;

“ Proposed Amendments ” has the meaning assigned to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“ – Proxy ” has the meaning assigned to it under the heading “General Information Respecting the Meeting Voting of Proxies”;

“ Record Date ” means May 29, 2024;

“ Redemption Notice ” has the meaning assigned to it under the heading “Redemption Rights – Process for Redemption by Non-Registered Holders of Class A Restricted Voting Shares”;

“ Registered Shareholders ” has the meaning assigned to it under the heading “General Information Respecting the Meeting – Beneficial Shareholders and Non-Registered Shareholders”;

“ Resident Holder ” has the meaning assigned to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“ Securities ” has the meaning assigned to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“ SEDAR +” means the System for Electronic Document Retrieval and Analysis+ located at www.sedarplus.ca;

“ Sponsors ” means together, FGAC Investors LLC and CG Investments VII Inc., and “ Sponsor ” means either one of them;

“ Sponsors’ Warrants ” means the share purchase warrants of FGAC issued under the Warrant Agreement to the Sponsors at an offering price of U.S.$1.00 per Sponsors’ Warrant;

“ Tax Act ” means the Income Tax Act (Canada) including the regulations promulgated thereunder, as amended;

“ taxable capital gain ” has the meaning assigned to it under the heading “Certain Canadian Federal Income Tax Considerations – Capital Gains and Losses”;

“ Third Party Proxyholder ” has the meaning assigned to it under the heading “General Information Respecting the Meeting – Appointment of a Third Party as a Proxy”;

“ Transfer Agent ” means TSX Trust Company;

“ TSX ” means the Toronto Stock Exchange;

“ Warrant Agent ” means TSX Trust Company;

“ Warrant Agreement ” means the warrant agency agreement between FGAC, TSX Trust Company, as warrant agent, and the Sponsors, dated April 5, 2022, as it may be amended from time to time;

“ Warrants ” means, collectively, (i) the IPO Warrants, and (ii) the Sponsors’ Warrants, and each a “ Warrant ”; and

“ Winding-Up ” means the liquidation and cessation of the business of the Company, upon which the Company shall be permitted to use up to a maximum of U.S.$100,000 of any interest and other amounts earned from the proceeds in the Escrow Account to pay actual and expected costs and expenses in connection with applications to cease to be a reporting issuer and winding-up and dissolution expenses, as determined by the Company.

FORWARD-LOOKING INFORMATION

Certain of the statements contained within this document are forward-looking and reflect management’s expectations regarding the prospects, results of operations, performance and business of the Company based on information currently available to the Company. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements use forward-looking words, such as “anticipate”, “continue”, “could”, “expect”, “may”, “will”, “intend”, “estimate”, “plan”, “believe” or other similar words but the absence of these words does not mean that a statement is not forward-looking. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Company’s AIF.

The forward-looking statements within this document are based on information currently available and what the Company currently believes are reasonable assumptions, including the material assumptions set out in the Company’s most recent management’s discussion and analysis of the results of operations and the financial condition, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca.

The assumptions, risks and uncertainties described above are not exhaustive and other events and risk factors could cause actual results to differ materially from the results and events discussed in the forward-looking statements. The forward-looking statements within this document reflect current expectations of the Company as at the date of this document and speak only as at the date of this document. Except as may be required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.

GENERAL INFORMATION RESPECTING THE MEETING

The Meeting

The Meeting will be held at 12:00 p.m. (Toronto time) on July 26, 2024. The Meeting will be held as a completely virtual meeting.

Record Date

The Board has passed a resolution to fix the close of business (Toronto time) on May 29, 2024 as the Record Date for the determination of the registered Shareholders that will be entitled to notice of the Meeting, and any adjournment or postponement of the Meeting, and that will be entitled to vote at the Meeting.

Purpose of the Meeting

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the Extension Resolution.

See “Particulars of Matters to be Acted Upon” for further information regarding the purpose of the Meeting.

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of the Company for use at the Meeting, including any adjournment(s) thereof, for the purposes set forth in the accompanying notice of meeting (“ Notice of Meeting ”).

It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers, employees and agents of the Company, the Sponsors and their respective affiliates without special compensation.

The Company may reimburse brokers and other persons holding Securities in their name or in the name of nominees for their costs incurred in sending the materials related to the Meeting to their principals in order to obtain their proxies. The cost of solicitation will be borne by the Company.

The Company has arranged for intermediaries to forward the Meeting Materials to beneficial Shareholders whose Securities are held by those intermediaries and the Company will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ National Instrument 54-101 ”).

These Shareholder materials are being sent to both registered and non-registered owners of the Securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Registered Shareholders

Voting of Proxies

The individuals named in the accompanying form of proxy (the “ Proxy ”) are Larry G. Swets, Jr., Chief Executive Officer and Director and D. Kyle Cerminara, Non-Executive Chairman. If you are a registered Shareholder entitled to vote at the Meeting, you have the right to appoint a person other than either of the individuals designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy (and striking out the names now designated) or by completing and delivering another suitable form of proxy. A proxyholder must be registered in order to attend the Meeting. See “Appointment of a Third Party as a Proxy” below.

The individuals named in the Proxy given to the Company’s management will vote the Shares represented thereby for or against the applicable resolutions in accordance with your instructions on any ballot that may be called for.

In order to be effective, a Proxy must be received by the Company’s Transfer Agent, TSX Trust Company, at 100 Adelaide St. W, Suite 301, Toronto, ON M5H 4H1, by facsimile at (416) 595-9593, or by internet at www.voteproxyonline.com no later than 12:00 p.m. (Toronto time) on July 24, 2024 with respect to Proxies relating to the Meeting on July 26, 2024 or, if the Meeting is adjourned or postponed, 48 hours (not including Saturdays, Sundays and holidays) prior to the commencement of such adjourned or postponed Meeting. Notwithstanding the foregoing, the chair of the applicable Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so.

If a choice is NOT clearly specified in the Proxy, the persons named in the Proxy will vote the Shares represented by the Proxy FOR the Extension Resolution.

The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified;
(b) any amendment to or variation of any matter identified therein; and
(c) any other matter that properly comes before the applicable Meeting.

Revocation of Proxy

In addition to revocation in any other manner permitted by law, a Shareholder who has given a proxy may revoke it by executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be

executed by the registered Shareholder or the registered Shareholder’s authorized attorney in writing, or, if the Shareholder is a corporation, by an officer or attorney duly authorized, and by delivering the proxy bearing a later date or the notice of revocation to the Transfer Agent at 100 Adelaide St. W, Suite 301, Toronto, ON M5H 4H1, by facsimile at (416) 595-9593, or by internet at www.voteproxyonline.com; at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. Participation by a Shareholder in a vote by ballot at the Meeting will automatically revoke any proxy that has been previously granted by the Shareholder in respect of business covered by that vote.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Beneficial Shareholders and Non-Registered Shareholders

Only registered Shareholders (“ Registered Shareholders ”) of the Company, or the persons they appoint as their proxies, are entitled to attend and participate at the Meeting. However, in many cases, Shares of the Company beneficially owned by a person (a “ Non-Registered Shareholder ”) are registered either:

(a) in the name of a broker, securities dealer, bank, trust company or similar entity (an “ Intermediary ”) with whom the Non-Registered Shareholder deals in respect of the securities; or
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and the Depository Trust Company, in the United States) of which the Intermediary is a participant.

This Circular, the Notice of Meeting and the Proxy (collectively, the “ Meeting Materials ”) are being sent to both Registered Shareholders and Non-Registered Shareholders. The Company is causing these Meeting Materials to be sent directly to non-objecting beneficial owners under National Instrument 54-101.

The following information is of significant importance to Shareholders who do not hold their Class A Restricted Voting Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered Shareholders (i.e., those whose names appear on the records of the Company as the registered holders of the applicable Shares).

If Class A Restricted Voting Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Class A Restricted Voting Shares will not be registered in the Shareholder’s name on the Company’s records. Such Class A Restricted Voting Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker.

In accordance with the requirements of National Instrument 54-101, the Company is sending the Meeting Materials to the Intermediaries and clearing agencies for onward distribution to objecting beneficial owners. Intermediaries are required to forward the Meeting Materials to objecting beneficial owners unless the objecting beneficial owners have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to objecting beneficial owners. The Company intends to pay for Intermediaries to forward the Meeting Materials to objecting beneficial owners under National Instrument 54-101. Generally, objecting beneficial owners who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the objecting beneficial owners and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow; or
(b) be given a Proxy which has already been signed by the Intermediary, which is restricted as to the number of securities beneficially owned by the objecting beneficial owners but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the Proxy, this Proxy is not required to be signed by the objecting beneficial owners when submitting the Proxy.

The purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the securities they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a Proxy wish

to attend and participate at the Meeting (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should insert the Non-Registered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the Proxy is to be delivered .

Intermediaries are required to seek voting instructions from beneficial Shareholders in advance of the Meeting. Every intermediary has its own mailing procedures and provides its own return instructions to clients. If you are a beneficial Shareholder, you should carefully follow the instructions of your broker or other intermediary in order to ensure that your Shares are voted at the applicable Meeting.

The form of Proxy or voting instruction form supplied to you by your intermediary will be similar to the Proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge mails a voting instruction form in lieu of a Proxy provided by the Company. The voting instruction form will name the same individuals as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder), other than the individuals designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should follow the instructions on the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Class A Restricted Voting Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote Class A Restricted Voting Shares directly at the Meeting – the voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the Class A Restricted Voting Shares voted.

Although as a beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting the Class A Restricted Voting Shares registered in the name of your intermediary, you, or a person designated by you, may attend at the Meeting as proxyholder for your intermediary and vote your Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Class A Restricted Voting Shares as proxyholder for your intermediary, or have a person designated by you to do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the form of Proxy or voting instruction form provided to you by your intermediary and return the same to your intermediary in accordance with the instructions provided by such intermediary, well in advance of the Meeting. A proxyholder must be registered in order to attend the Meeting. See “Appointment of a Third Party as a Proxy” below.

The Company is not relying on the “notice-and-access” provisions set out in National Instrument 54-101 to distribute copies of the Proxy-related materials in connection with the Meeting.

All references to Shareholders in this Circular and the Proxy and Notice of Meeting are to Registered Shareholders unless specifically stated otherwise.

How Do I Vote at the Meeting?

Voting at the Meeting

The Company is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. Registered Shareholders may vote at the Meeting by completing a ballot during the Meeting, as further described below. See “How Do I Attend and Participate at the Meeting?”

Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be able to participate or vote at the Meeting. This is because the Company and the Transfer Agent do not have a record of the beneficial shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a beneficial Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the voting instruction form sent

to you and must follow all of the applicable instructions provided by your intermediary. See “Appointment of a Third Party as a Proxy” and “How Do I Attend and Participate at the Meeting?”.

Appointment of a Third Party as a Proxy

The following applies to Shareholders who wish to appoint a person (a “ Third Party Proxyholder ”) other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint a Third Party Proxyholder to attend, participate and/or vote at the Meeting as their proxy and vote their shares MUST submit their proxy or voting instruction form (as applicable) appointing such Third Party Proxyholder AND register the Third Party Proxyholder, as described below. Registering your Third Party Proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the Third Party Proxyholder will result in such proxyholder not receiving a username to attend, participate or vote at the Meeting.

Step 1: Submit your proxy or voting instruction form: To appoint a Third Party Proxyholder, insert such person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a beneficial Shareholder located in the United States, you must also provide TSX Trust Company with a duly completed legal proxy if you wish to attend, participate or vote at the applicable Meeting or, if permitted, appoint a Third Party Proxyholder. See “Legal Proxy – U.S. Beneficial Shareholders” for additional details.

Step 2: Register your proxyholder: To register a proxyholder, Shareholders MUST send an email to [email protected] by 12:00 p.m. (Toronto time) on Wednesday, July 24, 2024 and provide TSX Trust Company with the required proxyholder contact information, amount of Class A Restricted Voting Shares appointed, name in which the Class A Restricted Voting Shares are registered, if they are a registered Shareholder, or name of broker where the Class A Restricted Voting Shares are held if a beneficial Shareholder, so that TSX Trust Company may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting.

If you are a beneficial Shareholder and wish to attend, participate and/or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading “How Do I Attend and Participate at the Meeting?”.

Legal Proxy – U.S. Beneficial Shareholders

If you are a beneficial Shareholder located in the United States and wish to attend, participate and/or vote at the Meeting or, if permitted, appoint a Third Party Proxyholder, in addition to the steps described above and below under “How Do I Attend and Participate at the Meeting?”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to TSX Trust Company. Requests for registration from beneficial Shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to [email protected] and received by 12:00 p.m. (Toronto time) on Wednesday, July 24.

How Do I Attend and Participate at the Meeting?

The Meeting will be hosted virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1693 (Password: extension2024 (case sensitive)).

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

steps	listed below:
1.	Type in https://virtual-meetings.tsxtrust.com/en/1693 on your browser at least 15 minutes before the Meeting
	starts.
2.	Click on “I have a control number”.
3.	Enter your 12-digit control number (on your proxy form).
4.	Enter the password: extension2024 (case sensitive).
5.	When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the
	options shown on screen and clickSubmit. A confirmation message will appear to show your vote has been
	received.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

1.	Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting
	instruction form.
2.	Sign and send it to your intermediary, following the voting deadline and submission instructions on the voting
	instruction form.
3.	Obtain a control number by contacting TSX Trust Company by [email protected] the
	“Request for Control Number” form, which can be found herehttps://tsxtrust.com/resource/en/75.
4.	Type in https://virtual-meetings.tsxtrust.com/en/1693 on your browser at least 15 minutes before the Meeting
	starts.
5.	Click on “I have a control number”.
6.	Enter the control number provided [email protected]
7.	Enter the password: extension2024 (case sensitive).

When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit . A confirmation message will appear to show your vote has been received.

If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust Company in advance of the Meeting by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust Company in advance of the Meeting by emailing [email protected] the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

Type in https://virtual-meetings.tsxtrust.com/en/1693 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “ I am a Guest ”.

If you have any questions or require further information with regard to voting your shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at [email protected].

Signing of Proxy

The Proxy must be signed by the Shareholder or the duly appointed attorney of the Shareholder authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer of such corporation. A Proxy signed by the person acting as attorney of the Shareholder or in some other representative capacity, including an officer of a corporation which is a Shareholder, should indicate the capacity in which such person is signing and should be accompanied by the appropriate instrument evidencing the qualification and authority to act of such person, unless such instrument has previously been filed with the Company. A Shareholder or his or her attorney may sign the Proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such Shareholder or by or on behalf of his or her attorney, as the case may be.

Quorum

The quorum for the transaction of business at the Meeting is two persons who are, or who represent by proxy, Shareholders who, in the aggregate, hold at least 25% of the issued Class A Restricted Voting Shares entitled to be voted at the Meeting. No business, other than the election of a chair of the Meeting and the adjournment of the Meeting, may be transacted at the Meeting unless a quorum of Shareholders entitled to vote is present at the commencement of the Meeting, but such quorum need not be present throughout the Meeting. If, within one-half hour from the time set for the holding of the Meeting, a quorum is not present, the Meeting stands adjourned to the same day in the next week at the same time and place (unless otherwise determined by the chair). If, at the meeting to which the Meeting was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more Shareholders entitled to attend and vote at the meeting constitute a quorum.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Except for any interest arising from the ownership of Class A Restricted Voting Shares of the Company where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of such Shares, or as otherwise disclosed herein, no director or executive officer of the Company at any time since the beginning of the Company’s last financial year or any associate of such director or executive officer has any material interest, direct or indirect, by way of beneficial ownership of Class A Restricted Voting Shares or otherwise in the matters to be acted upon at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Shareholders

The Company is authorized to issue an unlimited number of Class A Restricted Voting Shares, Class B Shares, Common Shares, and Proportionate Voting Shares, each without nominal or par value. As at the time of close of business on May 29, 2024, the following securities are issued and outstanding: 101,258 fully paid and non-assessable Class A Restricted Voting Shares, 2,875,000 fully paid and non-assessable Class B Shares (being the Founders’ Shares), 10,100,000 Warrants, and 1,500,000 OTM Warrants. There were no Common Shares or Proportionate Voting Shares issued and outstanding as at the close of business on the Record Date.

Each Class A Restricted Voting Share carries the right to one vote per share. Each holder of issued and outstanding Class A Restricted Voting Shares of record at the time of close of business on the Record Date will be given notice of the Shareholders Meeting and is entitled to vote at the Meeting the number of Class A Restricted Voting Shares of record held by him, her or it on the Record Date.

To the knowledge of the directors and executive officers of the Company, only the following persons beneficially own, directly or indirectly, or exercise control or direction over, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company are as follows:

Name	Number of Class A Restricted Voting Shares	Percentage of Class A Restricted Voting Shares (%)	Number of Class B Shares	Percentage of Class B Shares (%)
FGAC Investors LLC	-	-	2,555,925	88.9%
CG Investments VII Inc.	-	-	319,075	11.1%

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Given its stage of development and historical activities, the Company does not currently have any compensation plans under which equity securities of the Company are authorized for issuance.

PARTICULARS OF MATTERS TO BE ACTED UPON

EXTENSION OF THE PERMITTED TIMELINE

As more fully described in the IPO Prospectus, the Company must complete a qualifying acquisition within the Permitted Timeline. At the Meeting, holders of Class A Restricted Voting Shares will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the “ Extension Resolution ”) to extend the date by which the Company has to consummate a qualifying acquisition from November 5, 2024 to April 4, 2025 (the “ Extension ”). As described in the final prospectus of the Company dated March 28, 2022, FGAC has established certain investment criteria and guidelines as part of its process of evaluating potential targets for its qualifying acquisition.

On May 3, 2024, FGAC entered into a share purchase agreement (the “ Purchase Agreement ”) with FGAC Investors LLC (the “ FG Sponsor ”), CG Investments VII Inc. (together with FG Sponsor, the “ Sponsors ”), Strong Global Entertainment, Inc. (“ Strong ”) and MDI Screen Systems, Inc. (“ MDI ”), which provides for the acquisition (the “ MDI Acquisition ”) by FGAC of all the issued and outstanding shares of MDI for an aggregate purchase price of $30 million (the “ Purchase Price ”), subject to adjustments and payable in accordance with the terms of the Purchase Agreement.

Accordingly, the Board is seeking approval of the Extension Resolution by Class A Restricted Voting Shareholders. By approving the Extension Resolution, shareholders will provide the Company with up to an additional five months to consummate a qualifying acquisition.

In connection with the Meeting, the Company will provide holders of Class A Restricted Voting Shares with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit their shares (or share certificate(s), or electronic or other book-entry position(s), as applicable) for redemption prior to the second business day before the date of the Meeting. Upon the requisite approval of the Extension Resolution (which requires approval by both the Class A Restricted Voting Shareholders and the Board) and, subject to applicable law, the Company will be required to redeem such Class A Restricted Voting Shares so deposited for the Class A Extension Redemption Price. It should also be noted that shareholders will have another redemption opportunity should FGAC close a qualifying acquisition prior to the applicable deadline. Depending on a shareholder’s individual circumstances, the Canadian income tax consequences to a Shareholder who redeems shares could be worse than the Canadian income tax consequences to a Shareholder who sells shares in the open market, since redeeming shares will result in a deemed dividend to the Shareholder. Shareholders who are not resident in Canada and whose shares are redeemed will be subject to Canadian withholding tax on the deemed dividend. See “Certain Canadian Federal Income Tax Considerations”.

Only Class A Restricted Voting Shareholders of the Company are permitted to vote on the Extension Resolution. The Extension Resolution must be passed by a majority of the votes cast by Class A Restricted Voting Shareholders attending or represented by proxy at the Meeting.

If the Extension Resolution is approved, the Company shall (a) redeem those Class A Restricted Voting Shares that are deposited for redemption, and (b) deliver to each such holder who has deposited shares for redemption the Class A

Extension Redemption Price per share, which amount shall reduce the Company’s net asset value. The remainder of the escrow funds shall remain in the Escrow Account, and holders of Class A Restricted Voting Shares who do not redeem their shares will retain their redemption rights with respect to the closing of a qualifying acquisition.

The Company cannot predict the amount that will remain in the Escrow Account if the Extension Resolution is approved and the Extension is implemented, and the amount remaining in the Escrow Account may be only a small fraction of the approximately $261,944.84 that was in the Escrow Account as of June 21, 2024.

If the Extension Resolution is not approved and a qualifying acquisition is not consummated by November 5, 2025, the Company will cease all operations except for the purpose of winding-up. In connection therewith, and subject to applicable laws, each Class A Restricted Voting Share will be redeemed for its pro rata portion of the escrow funds available in the Escrow Account less certain specified costs. See “Automatic Redemption if no Qualifying Acquisition by end of Extended Timeline” below.

The Board may revoke the Extension Resolution without further approval of holders of the Class A Restricted Voting Shares of the Company at any time prior to the Extension becoming effective in the event that they determine not to proceed with the Extension.

EVEN IF THE EXTENSION RESOLUTION IS PASSED BY CLASS A RESTRICTED VOTING SHAREHOLDERS AT THE MEETING, THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL CONSUMMATE A QUALIFYING ACQUISITION PRIOR TO THE EXTENDED DATE.

Approval of the Class A Restricted Voting Shareholders

At the Meeting, holders of the Class A Restricted Voting Shares will be asked to consider and approve the Extension Resolution, in substantially the following form, in order to approve the Extension:

“RESOLVED THAT:

Subject to the approval of the board of directors of FG Acquisition Corp. (the “ Company ”), the permitted timeline for the Company to consummate a qualifying acquisition is hereby extended from November 5, 2024 to April 4, 2025 (the “ Extension ”).
Any one officer or any one director of the Company is hereby authorized and directed to take all such further actions, to execute and deliver such further agreements, instruments, and documents in writing, and to do all such other acts and things as in his or her opinion may be necessary and/or desirable in the name and on behalf of the Company and under its corporate seal or otherwise to give effect to the foregoing resolutions, which opinion shall be conclusively evidenced by the taking of such further actions, the execution and delivery of such further agreements, instruments, and documents and the doing of such other acts and things.
Notwithstanding that this resolution has been duly passed by the shareholders of the Company, the directors of the Company may revoke these resolutions without further approval of the shareholders of the Company at any time in the event that they determine not to proceed with the Extension.”

Management of the Company recommends that the holders of the Class A Restricted Voting Shares vote in favor of the Extension Resolution. Unless you give other instructions, the persons named in the enclosed Proxy intend to vote FOR the Extension Resolution.

REDEMPTION RIGHTS

have another redemption opportunity should FGAC close a qualifying acquisition prior to the applicable deadline. Depending on a shareholder’s individual circumstances, the Canadian income tax consequences to a Shareholder who redeems shares could be worse than the Canadian income tax consequences to a Shareholder who sells shares in the open market, since redeeming shares will result in a deemed dividend to the Shareholder. Shareholders who are not resident in Canada and whose shares are redeemed will be subject to Canadian withholding tax on the deemed dividend. See “Certain Canadian Federal Income Tax Considerations”.

Holders of Class A Restricted Voting Shares whose Class A Restricted Voting Shares are held through an intermediary may have earlier deadlines for depositing their Class A Restricted Voting Shares pursuant to the redemption right. If the deadline for depositing such shares held through an intermediary is not met by a holder of Class A Restricted Voting Shares, such holder’s Class A Restricted Voting Shares may not be eligible for redemption.

In the event that the taxes payable pursuant to Part VI.1 of the Tax Act would otherwise cause the Class A Extension Redemption Price to be less than the initial U.S.$10.00 invested (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations), the Sponsors will, pursuant to the Make Whole Agreement and Undertaking, be liable to the Company for an amount required in order for the Company to be able to pay U.S.$10.00 (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations) per Class A Restricted Voting Share to redeeming holders of Class A Restricted Voting Share (but in no event more than the Part VI.1 taxes that would be owing by the Company where the amount paid to redeem each applicable Class A Restricted Voting Share would be U.S.$10.00 (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations and the like) per Class A Restricted Voting Share). Other than as described in the IPO Prospectus, the Sponsors will not be liable to the Company for any other reductions to the Escrow Account that would cause the Company to pay less than U.S.$10.00 per Class A Restricted Voting Share to redeeming holders, including any amount on account of nonresident withholding tax applicable to any deemed dividends that arise on any redemptions.

The Sponsors are permitted to make direct payments or contributions to the Escrow Account in the manner they determine, for indemnity purposes or otherwise.

Following the completion of such redemption, holders of Class A Restricted Voting Shares that elect to redeem their shares will cease to have any rights as Class A Restricted Voting Shareholders other than the right to be paid the redemption amount for their Class A Restricted Voting Shares so redeemed.

Holders of Class A Restricted Voting Shares that deposit their shares for redemption are still entitled to vote their Class A Restricted Voting Shares at the Meeting.

Process for Redemption by Non-Registered Holders of Class A Restricted Voting Shares

A non-registered holder of Class A Restricted Voting Shares who desires to exercise its redemption rights in connection with the Extension must do so by causing a CDS Participant in the depository, trading, clearing and settlement systems administered by CDS to deliver to CDS (at its office in the City of Toronto) on behalf of the owner a written notice (the “ Redemption Notice ”) of the owner’s intention to redeem Class A Restricted Voting Shares in connection with the Extension. A non-registered holder of Class A Restricted Voting Shares who desires to redeem Class A Restricted Voting Shares should ensure that the CDS Participant is provided with notice of his, her or its intention to exercise his, her or its redemption privilege sufficiently in advance of the notice date described above so as to permit the CDS Participant to deliver notice to CDS and so as to permit CDS to deliver notice to the Company’s Transfer Agent in advance of the required time. The form of Redemption Notice will be available from a CDS Participant or the Company’s Transfer Agent.

By causing a CDS Participant to deliver to CDS a notice of the owner’s intention to redeem Class A Restricted Voting Shares, an owner shall be deemed to have irrevocably surrendered his, her or its Class A Restricted Voting Shares for redemption and appointed such CDS Participant to act as his, her or its exclusive settlement agent with respect to the exercise of the redemption right and the receipt of payment in connection with the settlement of obligations arising from such exercise.

Any Redemption Notice delivered by a CDS Participant regarding an owner’s intent to redeem which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the redemption right to which it relates shall be considered for all purposes not to have been exercised. A failure by a CDS Participant to exercise redemption rights or to give effect to the settlement thereof in accordance with the owner’s instructions will not give rise to any obligations or liability on the part of the Company to the CDS Participant or to the owner.

If the deadline for depositing Class A Restricted Voting Shares held through an intermediary is not met by a holder of Class A Restricted Voting Shares, such holder’s Class A Restricted Voting Shares may not be eligible for redemption.

If the redemption by the Company of all of the Class A Restricted Voting Shares to be redeemed as part of the Class A Restricted Voting Shares would be contrary to any provisions of the BCBCA or any other applicable law, the Company shall be obligated to redeem only the maximum number of Class A Restricted Voting Shares which the Company determines it is then permitted to redeem, such redemptions to be made pro rata (disregarding fractions of shares) according to the number of Class A Restricted Voting Shares required by each such holder to be redeemed by the Company, and the Company shall either issue new certificates representing the Class A Restricted Voting Shares not redeemed by the Company, or shall otherwise confirm such shares as issued and deposited in book-entry form.

AUTOMATIC REDEMPTION IF NO QUALIFYING ACQUISITION BY END OF EXTENDED TIMELINE

In the event that (i) the Extension Resolution is not passed and the Company has not consummated a qualifying acquisition on or before November 5, 2024, or (ii) the Extension Resolution is passed and the Company has not consummated a qualifying acquisition on or before April 4, 2025, it will be required to redeem as promptly as reasonably possible, on an automatic redemption date specified by the Company (such date to be within 10 days following the last day of the Permitted Timeline), each of the outstanding Class A Restricted Voting Shares, for the Class A Automatic Redemption Price.

In the event that the taxes payable pursuant to Part VI.1 of the Tax Act would otherwise cause the Class A Automatic Redemption Price to be less than the initial U.S.$10.00 invested (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations), the Sponsors will, pursuant to the Make Whole Agreement and Undertaking, be liable to the Company for an amount required in order for the Company to be able to pay U.S.$10.00 (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations) per Class A Restricted Voting Share to redeeming holders of Class A Restricted Voting Share (but in no event more than the Part VI.1 taxes that would be owing by the Company where the amount paid to redeem each applicable Class A Restricted Voting Share would be U.S.$10.00 (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations and the like) per Class A Restricted Voting Share). Other than as described in the IPO Prospectus, the Sponsors will not be liable to the Company for any other reductions to the Escrow Account that would cause the Company to pay less than U.S.$10.00 per Class A Restricted Voting Share to redeeming holders, including any amount on account of nonresident withholding tax applicable to any deemed dividends that arise on any redemptions.

Such redemption will completely extinguish the rights of Class A Restricted Voting Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law.

The Founders will not be entitled to redeem the Founders’ Shares in connection with a qualifying acquisition or entitled to access the Escrow Account upon a Winding-Up. In addition, the Sponsors will not be entitled to redeem its Class B Shares in connection with a qualifying acquisition or entitled to access the Escrow Account upon a WindingUp. The Founders will, however, be entitled to redeem any Class A Restricted Voting Shares they may have acquired pursuant to the IPO, in privately negotiated transactions or in the open market.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Tax Act, as of the date hereof, generally applicable to a holder who (i) deposits all or a portion of such Shareholder’s Class A Restricted Voting Shares for redemption upon the Extension Resolution becoming effective (“ Redeemed Shares ”), and (ii) at

all relevant times, for the purposes of the Tax Act, holds such Class A Restricted Voting Shares as capital property, beneficially owns the Class A Restricted Voting Shares and deals at arm’s length and is not affiliated with the Company (a “ Holder ”). A Class A Restricted Voting Share will generally be considered to be capital property to a Holder unless either (i) the Holder holds or uses the Class A Restricted Voting Share or is deemed to hold or use the Class A Restricted Voting Share in the course of carrying on a business of trading or dealing in securities or (ii) the Holder has acquired the Class A Restricted Voting Share or is deemed to have acquired the Class A Restricted Voting Share in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to (i) any of the Founders or members of the Company’s management, (ii) a Holder that has entered or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in the Tax Act, with respect to any of its Class A Restricted Voting Shares, or (iii) a Holder that receives dividends on the Class A Restricted Voting Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act. Such Holders should consult their own tax advisors.

This summary is based on the facts set out in the IPO Prospectus and this Circular, the current provisions of the Tax Act in force as of the date hereof, an understanding of the current administrative policies and assessing practices of the CRA published in writing prior to the date hereof and all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Proposed Amendments ”). No assurances can be given that the Proposed Amendments will be enacted or will be enacted as proposed, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law or the administrative policies or assessing practices of the CRA, whether by judicial, legislative, governmental or administrative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder and no representations with respect to the income tax consequences to any particular holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, holders should consult their own tax advisors with respect to their own particular circumstances.

Currency Conversion

In general, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Class A Restricted Voting Shares must be converted into Canadian dollars based on the applicable exchange rate quoted by the Bank of Canada for the relevant day or such other rate of exchange that is acceptable to the Minister of National Revenue (Canada).

Holders Resident in Canada

This section of the summary generally applies to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for purposes of the Tax Act and any applicable income tax treaty or convention (a “ Resident Holder ”). This summary does not apply to a Resident Holder (i) that is a “financial institution” within the meaning of the Tax Act for purposes of the “mark-to-market rules” contained in the Tax Act, (ii) that is a “specified financial institution” as defined in the Tax Act, (iii) that reports its “Canadian tax results” within the meaning of the Tax Act in a currency other than Canadian currency, (iv) an interest in which is or would constitute a “tax shelter investment” for purposes of the Tax Act, or (v) that is exempt from tax under Part I of the Tax Act. Such Resident Holders should consult their own tax advisors.

A Resident Holder whose Class A Restricted Voting Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to make the irrevocable election provided by subsection 39(4) of the Tax Act to have the Class A Restricted Voting Shares and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available and/or advisable in their particular circumstances.

Redemption of Shares

Upon the redemption of a Resident Holder’s Redeemed Shares, the Resident Holder will be deemed to have received a dividend equal to the amount, if any, by which the amount paid by the Company on the redemption of each such share exceeds the paid-up capital (as determined for purposes of the Tax Act) of such share immediately before such time. See “Dividends” below.

The Resident Holder will also realize a capital gain (or loss) in the taxation year of the redemption equal to the amount by which the Resident Holder’s proceeds of disposition for the Redeemed Share, net of any reasonable costs of disposition in respect thereof, exceed (or are exceeded by) the adjusted cost base to the Resident Holder of such Redeemed Share immediately before the disposition. See “Capital Gains and Losses” below. The amount of any deemed dividend arising on the redemption of the Redeemed Shares will not be included in computing the Resident Holder’s proceeds of disposition for purposes of computing the capital gain or capital loss arising on the disposition of such shares.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year dividends deemed to be received as a result of the redemption of such Resident Holder’s Redeemed Shares. In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations. Taxable dividends received or deemed to be received from a taxable Canadian corporation which are designated by such corporation as “eligible dividends” will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act. There may be limitations on the Company’s ability to designate dividends and deemed dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

The Class A Restricted Voting Shares are “short-tem preferred shares” and “taxable preferred shares”, each as defined in the Tax Act. As a result, Resident Holders will not be subject to tax under Part IV.1 of the Tax Act on dividends deemed to be received on the Redeemed Shares as a result of the redemption of such shares.

A Resident Holder that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, will generally be liable to pay a refundable tax under Part IV of the Tax Act on dividends deemed to be received as a result of the redemption of such Resident Holder’s Redeemed Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the year. A “subject corporation” is generally a corporation (other than a private corporation) controlled, whether because of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation”, as defined in the Tax Act, or that is at any time in the relevant taxation year a “substantive CCPC” (as proposed to be defined in the Tax Act pursuant to Bill C-59, An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023 and certain provisions of the budget tabled in Parliament on March 28, 2023) , may be liable for an additional tax (refundable in certain circumstances) in respect of its “aggregate investment income” for the year, which is defined in the Tax Act to include dividends received or deemed to be received in respect of Common Shares, but not dividends or deemed dividends that are deductible in computing the dividend recipient’s taxable income. Resident Holders are advised to consult their own tax advisors regarding the possible implications of these Proposed Amendments in their particular circumstances.

Capital Gains and Losses

Generally, a Resident Holder will be required to include in computing its income for the taxation year of disposition one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in such taxation year. Subject to and in

accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss realized in a particular taxation year (an “ allowable capital loss ”) against taxable capital gains realized in the taxation year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such taxation years, to the extent and under the circumstances specified in the Tax Act. For capital gains realized on or after June 25, 2024, Proposed Amendments announced on June 10, 2024 (“ 2024 Capital Gains Proposals ”) to implement proposals in the Federal Budget released on April 16, 2024 (“ Budget 2024 ”) would generally increase the capital gains inclusion ate from one-half to two-thirds for corporations and trusts, and from one-half to two-thirds for individuals (other than most types of trusts) on the portion of net capital gains realized, including net capital gains realized indirectly through a trust or partnership, in a taxation year (or in each case the portion of the year beginning on June 25, 2024 in the case of the 2024 taxation year) that exceed $250,000. Corresponding changes are also proposed with respect to the rules calculating the portion of capital losses that are deductible. Resident Holders are advised to consult advisors regarding the possible implications of these Proposed Amendments in their particular circumstances.

The amount of any capital loss realized as a result of the redemption of Redeemed Shares by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on the Class A Restricted Voting Share to the extent and under the circumstances specified in the Tax Act. Similar rules may apply to a partnership or trust of which a corporation, partnership or trust is a member or beneficiary. Resident Holders to whom these rules may be relevant are urged to consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a “Canadian controlled private corporation” (as defined in the Tax Act) or that is at any time in the relevant taxation year a “substantive CCPC” (as proposed to be defined in the Tax Act pursuant to Bill C-59, An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023 and certain provisions of the budget tabled in Parliament on March 28, 2023) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) including an amount in respect of taxable capital gains. Resident Holders are advised to consult their own tax advisors regarding the possible implications of these Proposed Amendments in their particular circumstances.

Alternative Minimum Tax

In general terms, a Resident Holder who is an individual (other than certain trusts) that is deemed to have received taxable dividends, or realizes a capital gain as a result of the redemption of such Resident Holder’s Redeemed Shares, may be liable for alternative minimum tax under the Tax Act. Draft legislation released on August 4, 2023 proposes to make significant amendments to the minimum tax for taxation years that begin after 2023 and further Proposed Amendments to amend the alternative minimum tax have been proposed in Budget 2024. Resident Holders who may be subject to alternative minimum tax should consult their own tax advisors in this regard.

Holders Not Resident in Canada

This section of the summary generally applies to a Holder who, at all relevant times, for purposes of the Tax Act (i) is not, and is not deemed to be, resident in Canada for purposes of the Tax Act or any applicable income tax treaty or convention, and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, any of its Class A Restricted Voting Shares in connection with carrying on a business in Canada (a “ Non-Resident Holder ”). This summary does not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” as defined in the Tax Act. Such Holders should consult their own tax advisors having regard to their own circumstances.

Redemption of Shares

Upon the redemption of a Non-Resident Holder’s Redeemed Shares, the Non-Resident Holder will be deemed to have received a dividend equal to the amount, if any, by which the amount paid by the Company on the redemption of each such share exceeds the paid-up capital (as determined for purposes of the Tax Act) of such share immediately before such time. See “Dividends” below.

The Non-Resident Holder will also realize a capital gain (or loss) in the taxation year of the redemption equal to the amount by which the Resident Holder’s proceeds of disposition for the Redeemed Share, net of any reasonable costs of disposition in respect thereof, exceed (or are exceeded by) the adjusted cost base to the Non-Resident Holder of such Redeemed Share immediately before the disposition. See “Capital Gains and Losses” below. The amount of any deemed dividend arising on the redemption of the Redeemed Shares will not be included in computing the NonResident Holder’s proceeds of disposition for purposes of computing the capital gain or capital loss arising on the disposition of such shares.

Dividends

Under the Tax Act, dividends on Class A Restricted Voting Shares deemed to be paid or credited to a Non-Resident Holder as a result of the redemption of such Non-Resident Shareholder’s Redeemed Shares will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividends, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Income Tax Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend.

Capital Gains and Losses

A Non-Resident Holder will not be subject to tax in respect of any capital gain (or entitled to deduct any capital loss) under the Tax Act realized by such Non-Resident Holder as a result of the redemption of a Redeemed Share, unless the Redeemed Share constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

Provided that the Class A Restricted Voting Shares are listed on a designated stock exchange for purposes of the Tax Act (which currently includes the TSX) at the time of the disposition as a result of the redemption of the Non-Resident Holder’s Redeemed Shares, the Redeemed Shares generally will not constitute taxable Canadian property of a NonResident Holder, unless (a) at any time during the 60-month period immediately preceding the disposition of the Redeemed Shares the following two conditions are met concurrently: (i) 25% or more of the issued shares of any class or series of the share capital of the Company were owned by, or belonged to, one or any combination of (x) the NonResident Holder, (y) persons with whom the Non-Resident Holder did not deal at arm’s length (for purposes of the Tax Act), and (z) partnerships in which the Non-Resident Holder or a person referred to in (y) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of the Class A Restricted Voting Shares was derived directly or indirectly from one or any combination of (A) real or immovable property situated in Canada, (B) “Canadian resource property” (as defined in the Tax Act), (C) “timber resource property” (as defined in the Tax Act), and (D) options in respect of, or interests in, or for civil law rights in, property described in any of (A) through (C) above, whether or not such property exists, or (b) the Redeemed Share is deemed under the Tax Act to be taxable Canadian property.

If a Redeemed Share is taxable Canadian property to a Non-Resident Holder, any capital gain realized on the disposition of such Redeemed Share may not be subject to Canadian federal income tax pursuant to the terms of an applicable income tax treaty or convention between Canada and the country of residence of the Non-Resident Holder. Non-Resident Holders whose Redeemed Shares may be taxable Canadian property should consult their own tax advisors.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as disclosed elsewhere in this Circular, none of the directors or executive officers of the Company has been indebted to the Company or any of its subsidiaries during the financial year ended December 31, 2023 or the current financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed elsewhere in this Circular, no informed person of the Company, nor any associate or affiliate of any informed person, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

AUDITORS, TRANSFER AGENT, WARRANT AGENT AND ESCROW AGENT

The Company’s auditors, MNP LLP, Chartered Professional Accountants, Licensed Public Accountants, having an address of 1 Adelaide Street East, Suite 1900, Toronto, Ontario M5C 2V9, were first appointed on October 28, 2021. MNP LLP is independent of the Company within the meaning of the Chartered Professional Accountants of Ontario Code of Professional Conduct.

TSX Trust Company, at its principal offices in Toronto, Ontario, is the Transfer Agent and registrar for the Company’s Class A Restricted Voting Shares and is the Warrant Agent for the Warrants under the Warrant Agreement.

TSX Trust Company, at its principal offices in Toronto, Ontario, is the Escrow Agent.

OTHER BUSINESS

Management knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters shall properly come before the Meeting, it is the intention of the persons named in the Proxy to vote on such matters in accordance with their best judgment.

EXPERTS AND INTERESTS OF EXPERTS

Certain legal and Canadian tax matters will be passed upon at the date of this Circular by Goodmans LLP on the Company’s behalf.

As at the date hereof, the partners and associates of Goodmans LLP, as a group, beneficially own, directly or indirectly, less than 1% of the Company’s securities.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca. Copies of the Company’s financial statements and management discussion and analysis for the financial year ending December 31, 2023, and any documents incorporated by reference herein, may be obtained, without charge, upon request to the Corporate Secretary of the Company at 510 West Georgia Street, Suite 1800, Vancouver, British Columbia V6B 0M3. Financial information is provided in the Company’s comparative financial statements as of and for the year ended December 31, 2023, and the management discussion and analysis related thereto, which can be found on SEDAR+.

APPROVAL OF DIRECTORS

The contents and the sending of this Circular have been approved by the Board.

DATED this 21[st] day of June, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Larry G. Swets Jr. ”

Larry G. Swets Jr. Chief Executive Officer and Director

AI assistant

Saltire Capital — Proxy Solicitation & Information Statement 2024

48272_rns_2024-07-03_037afee5-43fa-48d0-9e7f-5b4d2c16e928.pdf

AND

for

FG ACQUISITION CORP.

These are important matters affecting the future of FGAC and your vote is important regardless of the number of shares you own.

https://virtual-meetings.tsxtrust.com/en/1693

NOTICE OF SPECIAL MEETING OF CLASS A RESTRICTED VOTING SHAREHOLDERS TO BE HELD ON JULY 26, 2024

BY ORDER OF THE BOARD OF DIRECTORS

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 26, 2024

MANAGEMENT INFORMATION CIRCULAR

GLOSSARY OF TERMS

FORWARD-LOOKING INFORMATION

GENERAL INFORMATION RESPECTING THE MEETING

The Meeting

Record Date

Purpose of the Meeting

Solicitation of Proxies

Registered Shareholders

Voting of Proxies

If a choice is NOT clearly specified in the Proxy, the persons named in the Proxy will vote the Shares represented by the Proxy FOR the Extension Resolution.

Revocation of Proxy

Beneficial Shareholders and Non-Registered Shareholders

How Do I Vote at the Meeting?

Voting at the Meeting

Appointment of a Third Party as a Proxy

Legal Proxy – U.S. Beneficial Shareholders

How Do I Attend and Participate at the Meeting?

Signing of Proxy

Quorum

Interest of Certain Persons or Companies in Matters to be Acted Upon

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Shareholders

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

PARTICULARS OF MATTERS TO BE ACTED UPON

EXTENSION OF THE PERMITTED TIMELINE

EVEN IF THE EXTENSION RESOLUTION IS PASSED BY CLASS A RESTRICTED VOTING SHAREHOLDERS AT THE MEETING, THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL CONSUMMATE A QUALIFYING ACQUISITION PRIOR TO THE EXTENDED DATE.

Approval of the Class A Restricted Voting Shareholders

“RESOLVED THAT:

REDEMPTION RIGHTS

Process for Redemption by Non-Registered Holders of Class A Restricted Voting Shares

If the deadline for depositing Class A Restricted Voting Shares held through an intermediary is not met by a holder of Class A Restricted Voting Shares, such holder’s Class A Restricted Voting Shares may not be eligible for redemption.

AUTOMATIC REDEMPTION IF NO QUALIFYING ACQUISITION BY END OF EXTENDED TIMELINE

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Currency Conversion

Holders Resident in Canada

Redemption of Shares

Dividends

Capital Gains and Losses

Alternative Minimum Tax

Holders Not Resident in Canada

Redemption of Shares

Dividends

Capital Gains and Losses

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDITORS, TRANSFER AGENT, WARRANT AGENT AND ESCROW AGENT

OTHER BUSINESS

EXPERTS AND INTERESTS OF EXPERTS

ADDITIONAL INFORMATION

APPROVAL OF DIRECTORS

BY ORDER OF THE BOARD OF DIRECTORS

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Saltire Capital Proxy Solicitation & Information Statement 2024