Xebra Brands Ltd. — AGM Information 2022

Jul 27, 2022

XEBRA BRANDS LTD. 1090 Hamilton Street Vancouver, B.C. V6B 2R9

Tel: (604) 634-0970 Fax: (604) 634-0971

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that an annual general and special meeting (the “Meeting” ) of the holders of class A common shares (the “ Shareholders ”) of Xebra Brands Ltd. (the “Company” ) will be held at 1090 Hamilton Street, Vancouver, B.C., V6B 2R9 on August 26, 2022 at 11:00 a.m. (Vancouver time), for the following purposes:

1. to receive and consider the financial statements of the Company for the year ended February 28, 2022 and the report of the auditors thereon;

2. to set the size of the board of directors at five (5);

3. to elect the directors of the Company for the ensuing year;

4. to appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants, as the auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;

5. to consider, and if thought appropriate, pass, with or without variation, an ordinary resolution authorizing and approving amendments to the notice of articles and articles of the Company to remove the Company’s class B common shares as an authorized share class of the Company; and

6. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying management information circular ( the“ Circular ”).

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is July 19, 2022 (the “ Record Date ”). Shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

Voting

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the enclosed form of proxy must be mailed or faxed so as to reach or be deposited with Computershare Investor Services Inc., Proxy Department, 100 University Avenue, P.O. Box 4572, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently. (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set Information on how non-registered (or beneficial) Shareholders may cast their vote is also described in greater detail in the Circular.

DATED this 20[th] day of July, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“ Robert Giustra ”

Robert Giustra Executive Chairman and Director