Zidane Capital Corp. — Proxy Solicitation & Information Statement 2023

Dec 7, 2023

ZIDANE CAPITAL CORP.
2625 LAKEWOOD DRIVE
VANCOUVER, BC V5N 4V3

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special general meeting (the “Meeting”) of the shareholders of Zidane Capital Corp. (the “Company”) will be held at 2625 Lakewood Drive, Vancouver, British Columbia, V5N 4V3 on Friday, December 29, 2023 at 10:00 a.m. At the Meeting, the shareholders will receive the financial statements for the year ended January 31, 2023, together with the auditor’s report thereon, and consider resolutions to:

1. fix the number of directors at three;
2. elect directors for the ensuing year;
3. appoint DeVisser Gray LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;
4. confirm the Company’s stock option plan, as required annually by the policies of the TSX Venture Exchange;
5. consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving the Company making certain amendments to the Company’s escrow agreement in accordance with certain changes to TSX Venture Exchange Policy 2.4 – Capital Pool Companies (“Policy 2.4”), as more particularly described in the Information Circular; and
6. transact such other business as may properly be put before the Meeting.

All registered shareholders are entitled to attend and vote at the Meeting in person or by proxy. A beneficial shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity provided, they have been appointed as a proxyholder in accordance with the voting instruction form by entering their own name as the proxyholder on the voting instruction form and the form has been delivered to TSX Trust Company (“TSX Trust”) or the Company at least one business day prior to by the proxy cut-off date. The Board of Directors (the “Board”) requests that all shareholders who will not be attending the Meeting in person read, date and sign the accompanying proxy and deliver it to TSX Trust. If a shareholder does not deliver a proxy to TSX Trust, Attention: Proxy Department, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 or fax a proxy to TSX Trust, Attention: Proxy Department, at (416) 595-9593, by 10:00 a.m. (Vancouver, British Columbia time) on Wednesday, December 27, 2023 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on November 20, 2023, will be entitled to vote at the Meeting.

An information circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, the 23rd day of November 2023.

ON BEHALF OF THE BOARD

(signed) “Casper Bych”

Casper Bych
Chief Executive Officer