Zimtu Capital Corp. — Proxy Solicitation & Information Statement 2025

Jun 16, 2025

26786397.1

ZIMTU CAPITAL CORP.
Suite 1450, 789 West Pender Street
Vancouver, BC V6C 1H2
Telephone: 604 681-1568

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 8, 2025

AND

INFORMATION CIRCULAR

June 6, 2025

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.

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ZIMTU CAPITAL CORP.
Suite 1450, 789 West Pender Street
Vancouver, BC V6C 1H2
Tel: 604 681-1568
Fax: 604 681-8240

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General meeting (the "Meeting") of shareholders of Zimtu Capital Corp. (the "Company" or "Zimtu") will be held at the offices of the Company, Suite 1450, 789 West Pender, Street, Vancouver, BC V6C 1H2 on July 8, 2025, at 10:00 a.m. (Vancouver time) for the following purposes:

1. to receive the audited financial statements of the Company for the year ended November 30, 2024, and the accompanying report of the auditors;
2. to set the number of directors of the Company for the ensuing year at three (3) persons;
3. to elect Sean Charland, Kevin Bottomley and Robert Leckie as directors of the Company to hold office until the next annual general meeting of the Company, or until such time as their successors are duly elected or appointed in accordance with the Company's constating documents;
4. to appoint WDM, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending November 30, 2025 and to authorize the directors of the Company to fix their remuneration; and
5. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Company's board of directors has fixed June 6, 2025 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to receive such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent, Odyssey Trust Company, at their offices located at Suite 350 – 409 Granville Street, Vancouver, British Columbia V6C 1T2 (Attention: Proxy Department) at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

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If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, as of the 6th day of June, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

ZIMTU CAPITAL CORP.

"Sean Charland"

Sean Charland
President, Chief Executive Officer and Director

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