Transition Opportunities Corp. — AGM Information 2023

Mar 20, 2023

TRANSITION OPPORTUNITIES CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 17, 2023

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Shares ”) of Transition Opportunities Corp. (the “ Corporation ”) will be held by WebEx at:

https://blgmeet.webex.com/blgmeet/j.php?MTID=m79fb81ee422426ba15cf26b171f04c1b Meeting number: 2345 308 2532 Password: 5UPeVQfwX36

Join by phone +1-844-974-2903 Canada Access code: 234 530 82532

at 10:00 a.m. (Calgary time) on April 17, 2023, for the following purposes:

1. to receive the audited financial statements of the Corporation for the period from the date of incorporation (November 1, 2021) to May 31, 2022, together with the notes thereto and the auditors’ report thereon;

2. to fix the number of directors to be elected at the Meeting at four (4);

3. to elect the board of directors of the Corporation (the “ Board ”) to hold office until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;

4. to re-appoint MNP LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year at such remuneration as may be fixed by the Board;

5. to ratify and approve the Corporation’s stock option plan (the “ Plan ”) and authorize the directors to make such changes to the Plan as may be required by the TSX Venture Exchange without further Shareholder approval; and

6. 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 Information Circular of the Corporation accompanying this Notice of Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be valid, the proxy must be received by Odyssey Trust Corporation, 350 - 300 5th Avenue SW, Calgary, Alberta T2P 3C4 (Attention: Proxy Department), not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the Internet (https://login.odysseytrust.com) to vote their Common Shares.

If you are an unregistered Shareholder 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

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or rejected by the Chairman of the Meeting in his sole discretion and the Chairman 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 Annual General and 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 February 27, 2023 (the “ Record Date ”). Subject to certain exceptions, 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.

DATED as of February 27, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF TRANSITION OPPORTUNITIES CORP.

(signed) “ John Pantazopoulos ”

John Pantazopoulos Chief Executive Officer Transition Opportunities Corp.

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