Shine Box Capital Corp. — Proxy Solicitation & Information Statement 2022

Jan 13, 2022

SHINE BOX CAPITAL CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, FEBRUARY 3, 2022

NOTICE IS HEREBY GIVEN that the special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Shine Box Capital Corp. (“ Shine Box ” or the “ Corporation ”) will be held at the offices of Borden Ladner Gervais LLP, at 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, at 10:00 a.m. (Calgary time) and by WebEx as set out below, on Thursday, February 3, 2022, as it may be postponed or adjourned, for the following purposes:

1. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of the Shareholders, the full texts of which are set forth in the Circular, approving the following matters of business required to give effect to certain amendments to the TSX Venture Exchange’s Policy 2.4 – Capital Pool Companies effective January 1, 2021 (the “ Updated CPC Policy ”):

   • (a) authorizing the Corporation to approve certain amendments to its stock option plan (the “ Option Plan ”) pursuant to which the total number of common shares of the Corporation reserved for issuance both before and after completion of a Qualifying Transaction is 10% of the issued and outstanding common shares of the Corporation as at the date of grant, rather than at the closing date of the initial public offering;

   • (b) approving the removal of the consequences associated with the Corporation not completing a Qualifying Transaction (as that term is defined in the Updated CPC Policy) within 24 months of its listing date in accordance with the Updated CPC Policy;

   • (c) authorizing the Corporation to make certain amendments to the Corporation’s escrow agreement to effect certain changes contemplated under the Updated CPC Policy; and

   • (d) authorizing and permitting the Corporation to pay any finders’ fee or commission to a NonArm’s Length Party (as that term is defined in the Updated CPC Policy) to the Corporation upon completion of the Qualifying Transaction, in accordance with the terms of the Updated CPC Policy; and

2. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Circular of the Corporation.

To join the WebEx please use the following:

https://blgmeet.webex.com/blgmeet/j.php?MTID=m915f90840a9b638c75c746effff2ae5a Event number: 2336 370 1492

Event password: sE6XVeYfA94 (73698393 from phones)

Join by phone +1-844-974-2903 Canada Access code: 233 637 01492

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Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholder and the community, Shareholders are strongly encouraged to listen to the Meeting via web conference instead of attending the Meeting in person and to vote on the matters before the Meeting by proxy. All persons who attend the Meeting in person will be required to show valid proof of vaccination in order to enter the premises, in accordance with the policies of the venue. We ask that Shareholders also review and follow the instructions of any health authorities of Canada, the Province of Alberta, the City of Calgary and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

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

If you are an unregistered shareholder of the Corporation and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in their sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is January 10, 2022 (the “ Record Date ”). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

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The Board has approved the contents of the Circular. Please review the Circular, as it contains important information about the Meeting, the items of business, and explains who can vote and how to vote.

DATED this January 10, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF SHINE BOX CAPITAL CORP.

(signed) “ Daniele Forigo ”

Daniele Forigo Chief Executive Officer Shine Box Capital Corp.

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