Xcyte Digital Corp. — AGM Information 2024

Aug 6, 2024

XCYTE DIGITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of subordinate voting shares (each, an “ SV Share ”) and multiple voting shares (each, an “ MV Share ”) in the capital of Xcyte Digital Corp. (the “ Company ”) will be held virtually using the Webinar.net virtual platform, accessible at https://app.webinar.net/K0QbPe0nMO1 (the “ Platform ”), at 11:00 a.m. (Toronto time) on Wednesday, August 28, 2024, for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal year ended September 30, 2023, and the auditors’ report thereon;

2. to fix the number of directors to be elected at the Meeting at five;

3. to elect the board of directors of the Company (the “ Board ”), to hold office until the next annual general meeting of the Shareholders or until their earlier death, resignation or removal;

4. to re-appoint MNP LLP as the auditor of the Company for the fiscal year ending September 30, 2024 at such remuneration as may be fixed by the Board;

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving amendments to the Company's amended and restated omnibus equity incentive plan (the “ Plan ”) to amend the Plan to a “fixed 20%” Plan, such that the number of awards that may be granted under the Plan is fixed at a maximum of 17,754,000 SV Shares (being 20% of the issued and outstanding SV Shares on an as-converted basis assuming conversion of all issued and outstanding MV Shares as at the date of this Notice), certain provisions of which shall also require the approval of Disinterested Shareholders in order to become effective, all as more fully described in the information circular that accompanies this Notice (the “ Circular ”) and in the full text of the Plan, as proposed to be amended, as set out in Schedule A to the Circular; and

6. to transact such other business as may properly be brought before the Meeting or any adjournment of the Meeting.

Shareholders will be able to attend and participate in the Meeting virtually via the Platform, however Shareholders will NOT be able to vote their Shares at the Meeting. In order to have their Shares voted at the Meeting, Shareholders MUST complete online, or mail to the Company’s transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, ON M6H 4H1, their duly completed form of proxy or voting instruction form (“ VIF ”) prior to 11:00 a.m. (Toronto time) on August 26, 2024.

Shareholders are encouraged to vote so that your Shares are represented and voted at the Meeting. Additional information on how to vote your Shares in advance of the Meeting is enclosed. Please take the time to vote using the form of proxy or VIF sent to you in accordance with its instructions so that your Shares are voted according to your instructions and represented at the Meeting. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in his sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

To join the Meeting, please use one of the following:

Webcast URL: https://app.webinar.net/K0QbPe0nMO1

Dial-in numbers: Canada: (647) 932-3411; United States: (646) 307-1963; Toll-Free: (800) 715-9871

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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 of this Notice, management of the Company knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice. Shareholders who are planning on returning the accompanying form of proxy or VIF are encouraged to review the Information Circular carefully before returning.

Only shareholders of record as of July 22, 2024, being the record date for the Meeting, are entitled to receive notice of, and to vote at, the Meeting and at any adjournment or postponement of the Meeting.

If you are an unregistered shareholder of the Company and received these materials through your broker or another intermediary, please complete and return the form of proxy or VIF provided to you by such broker or other intermediary in accordance with the instructions provided.

DATED this 22[nd ] day of July, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“Randy Selman”

Randy Selman Chief Executive Officer and Director

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