Torrent Capital — Proxy Solicitation & Information Statement 2023

Jun 1, 2023

TORRENT CAPITAL LTD.

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the Meeting ) of the holders of common shares ( Shareholders ) of Torrent Capital Ltd. (the Corporation ) will be held at the offices of Torrent Capital Ltd., the Corporation , located at Suite 2001 1969 Upper Water Street, Halifax, Nova Scotia, B3J 3R7, on Tuesday June 27, 2023 at 3:00 p.m. (Halifax time) for the following purposes:

1. to receive the annual financial statements of the Corporation for the fiscal year ended December 31, 2022, together with the report of the auditors thereon;

2. to elect directors of the Corporation;

3. to appoint MNP LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration;

4. to consider and, if thought appropriate, pass, with or without variation, a resolution ratifying the rolling stock option plan; and

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

This Notice, the accompanying management information circular Circular dated May 23, 2023 and form of proxy (the Proxy ) are provided in connection with the Meeting that has been called by the Board of Directors of the Corporation. The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular which forms part of this Notice. Shareholders of record at the close of business on Thursday May 23, 2023 will be entitled to vote at the Meeting. All Shareholders are cordially invited to attend the Meeting.

Shareholders who are unable to be present at the Meeting are urged to sign the enclosed Proxy and return it in the envelope provided for that purpose. To be effective, the Pr transfer agent, Computershare Investor Services Inc. , 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, online or by telephone at 1-866-732-8683, by not later than 3:00 p.m. (Halifax time) on the 23[rd] day of June, 2023 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays or holidays, preceding the time of such adjourned Meeting.

Copies of this Notice of Meeting; the Circular; and the Proxy as well as instructions in relation thereto may be Suite 2001 1969 Upper Water Street, Halifax, Nova Scotia, B3J 3R7.

By order of the Board of Directors of Torrent Capital Ltd.

Wade K. Dawe

Wade K. Dawe President & CEO and Director Dated at Halifax, Nova Scotia this 23[rd] day of May, 2023

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