TrueContext Corporation — Proxy Solicitation & Information Statement 2024

Apr 17, 2024

TRUECONTEXT CORPORATION

Notice of Special Meeting of Shareholders

TAKE NOTICE that a Special Meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of TRUECONTEXT CORPORATION (the “ Company ”) will be held at Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 on May 8, 2024 at 10:00 a.m. (Toronto time) for the following purposes:

1. TO CONSIDER, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated April 5, 2024, as same may be amended, modified, supplemented or varied (the “ Interim Order ”) and, if thought advisable, to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”), the full text of which is set forth in Appendix “B” to the accompanying management information circular dated April 8, 2024 (the “ Circular ”), and is incorporated by reference herein, to approve a proposed plan of arrangement involving the Company and the Purchaser (the “ Plan of Arrangement ”) pursuant to Section 182 of the Business Corporations Act (Ontario) (the “ OBCA ”); and

2. TO TRANSACT such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Specific details of the above items of business are contained in the Circular that accompanies and forms a part of this Notice of Meeting. Shareholders are encouraged to read the Circular carefully when evaluating the matters to be considered at the Meeting.

A registered shareholder (a “ Registered Shareholder ”) wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must have deposited his, her or its duly executed form of proxy not later than 10:00 a.m. (Toronto time) on May 6, 2024, or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned or postponed Meeting, at the offices of TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1, or as otherwise permitted pursuant to the instructions included on such form of proxy.

A form of proxy solicited by the management of the Company in respect of the Meeting is enclosed herewith, together with a copy of the management information circular of the Company relating to the Meeting.

WHO TO CONTACT IF YOU HAVE QUESTIONS

If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company’s transfer agent, TSX Trust Company, by telephone at the toll free number 1-866-600-5869 (within North America) or 1-416-682-3860 (outside North America) or by email at tsxtis@tmx.com. If the Arrangement is completed and you have any questions about depositing your Shares, including with respect to completing the applicable letter of transmittal, please contact TSX Trust Company, which is acting as depositary under the Arrangement, by telephone at the toll free number 1-866-600-5869 (within North America) or 1- 416-342-1091 (outside North America) or by email at tsxtis@tmx.com.

DATED at Toronto, Ontario, April 8, 2024.

By Order of the Board of Directors

(Signed) “Catherine Sigmar” Catherine Sigmar Chair of the Special Committee of the Board of Directors