Yorkton Equity Group Inc. — Proxy Solicitation & Information Statement 2020

Aug 20, 2020

TRUSTED BRAND 2016 INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT A SPECIAL MEETING (the “Meeting”) of holders of common shares (“Common Shares”) of Trusted Brand 2016 Inc. (the “Corporation”) will be held at the offices of DLA Piper (Canada) LLP Suite 1000, 250 2 Street SW, Calgary, Alberta T2P 0C1, on Thursday, September 10, 2020 at 10:00 a.m. for the following purposes:

1. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, authorizing the change of name of the Corporation to “Yorkton Equity Group Inc.” or such other name as the Board of Directors, in its sole discretion and subject to applicable regulatory approval, determines to be appropriate;

2. to consider, and, if deemed advisable, to pass, with or without variation, a disinterested resolution of the shareholders, approving the re-pricing of all existing stock options (including options reserved for grant) of the Corporation to an exercise price $0.15 per share (or such other price as may be permitted by the TSX Venture Exchange (“TSX-V”);

3. to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution of disinterested shareholders authorizing the Corporation to transfer to the NEX board of the TSX-V in the event the Corporation does not complete its Qualifying Transaction (as defined in TSX-V Policy 2.4 - Capital Pool Companies) within the period prescribed by the TSX-V;

4. to consider and, if deemed advisable, approve, with our without variation, an ordinary resolution of disinterested shareholders authorizing the Corporation to cancel certain Seed Shares (as defined in TSX-V Policy 1.1) of the Corporation in the event the Corporation does not complete its Qualifying Transaction within the period prescribed by the TSX-V;

5. to the fix number of directors of the Corporation and the number of directors to be elected at the Meeting to five (5), conditional on and effective following the closing of the Corporation’s Qualifying Transaction;

6. to elect the directors of the Corporation, conditional on and effective following the closing of the Corporation’s Qualifying Transaction;

7. to consider, and if thought fit, approve the ordinary resolution of disinterested shareholders relating to the approval of the amended fixed stock option plan of the Corporation, conditional on and effective following the closing of the Corporation’s Qualifying Transaction;

8. to consider, and if thought fit, approve the ordinary resolution, relating to the designation and issuance of 21,062,905 preferred shares of the Corporation, designated as Series I, and 19,779,208 preferred shares of the Corporation, designated as Series II, conditional on and effective concurrent with the closing of the Corporation’s Qualifying Transaction;

9. to consider, and if thought fit, approve the ordinary resolution relating to the approval of ByLaw No.1, By-Law No.2 and By-Law No.3, conditional on and effective following the closing of the Corporation’s Qualifying Transaction;

10. to consider, and if thought fit, approve the special resolution relating to the amendment of the Articles of the Corporation for the addition of “Other Provisions” as Schedule “B” of the Articles of the Corporation; and

11. to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

DATED this 10[th] day of August, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

signed “Ted Geier”

Chief Executive Officer and Director

NOTE:

It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. A proxy will not be valid unless it is deposited with our transfer agent Computershare, (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 10:00 am (Mountain Standard Time) on September 8, 2020, or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.