Zodiac Gold Inc. — Proxy Solicitation & Information Statement 2024

Jul 13, 2024

TMX | TSX Trust

Notice of Notice-and-Access

You are receiving this notification because Hakken Capital Corp. (“Hakken” or the “Company”) has decided to use notice-and-access (“N&A”) for the delivery of meeting materials to its shareholders in respect to its Annual Meeting of Shareholders to be held on August 16, 2024. The Canadian securities administrators (“CSA”) have adopted rules, which permit the use N&A procedures for delivery of proxy solicitation materials instead of the traditional physical delivery and mailing of the Notice of Annual Meeting of Shareholders and Management Information Circular (the “Circular”). N&A procedures allow the Company to post meeting related materials including the Notice of Annual Meeting of Shareholders, the Circular, and the form of proxy, as well as the annual financial statements and management’s discussion and analysis (collectively, the “Meeting Materials”) on a website separate from, and in addition to, the Company’s SEDAR+ profile. Instead of mailing the Meeting Materials, only this notice of N&A, with information on how shareholders may access the Meeting Materials via the internet, together with the form of proxy or voting instruction form (“VIF”) is mailed to all shareholders of the Company. Under N&A, Meeting Materials will be available for viewing for up to one (1) year from the date of posting and a paper copy of the Circular can be requested at any time during this period.

Hakken has elected to utilize N&A and provide you with the following information:

Meeting Date and Time: August 16, 2024 at 10:00 a.m. PT Meeting Location: Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7 Meeting Materials: Meeting materials are available electronically at www.sedarplus.ca and www.meetingdocuments.com/TSXT/Hakken.

SHAREHOLDERS SHOULD REVIEW THE MANAGEMENT INFORMATION CIRCULAR BEFORE VOTING

Please follow the instructions accompanying the form of proxy or VIF you receive with respect to returning it.

Shareholders will be asked to consider and vote on the following matters:

1. to receive and consider the audited consolidated financial statements of the Company for the fiscal years ended June 30, 2023, together with the auditor’s report thereon, and the related management discussions and analysis;
2. to appoint, conditional upon, and effective as of the completion of the Company’s reverse take-over transaction with Eshbal Functional Food (Cooperative) Ltd. (the “Transaction”), Ziv Haft Certified Public Accountants (Isr), a BDO Member Firm as auditor of the Company for the ensuing year and to authorize the directors to fix their renumeration - see “Appointment of Auditor” in the accompanying Information Circular;
3. to set the number of directors for the ensuing year - see “Number of Directors” in the accompanying Information Circular;
4. to elect the directors of the Company for the ensuing year - see “Election of Hakken Directors” in the accompanying Information Circular;
5. to set the number of directors conditional upon, and effective as of the completion of the Transaction - see “Number of Directors” in the accompanying Information Circular;
6. to elect, conditional upon, and effective as of the completion of the Transaction, the following individuals as directors of the Company, Yuval Levy, Tamir Dagan, David Bar-Meir, Ifti Ifhar, Sokhie Puar, David Eto and Nancy Goertzen - see “Election of Resulting Issuer Directors” in the accompanying Information Circular;
7. to consider and, if thought appropriate, to pass, conditional upon, and effective as of the completion of the Transaction, an ordinary resolution of disinterred shareholders, as more particularly set forth in the Information Circular, approving the adoption of a new omnibus incentive plan which will consist of a 10% rolling Option plan and 10% fixed restricted share unit plan - see “Resulting Issuer Omnibus Plan” in the accompanying Information Circular; and
8. To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof.

www.tsxtrust.com

VANCOUVER CALGARY TORONTO MONTRÉAL

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If you wish to receive a paper copy of the Circular or other Meeting Materials or have questions about N&A, please call 1-888-433 6443 (toll-free) or email tsxt-fulfilment@tmx.com. In order to receive a paper copy in time to vote before August 14, 2024 at 10:00 a.m. PT, your request should be received by August 2, 2024

Stratification used: NO

HOW DO I VOTE?

There are several convenient ways to vote your shares including online, telephone, fax and via mail. Beneficial shareholders should vote using the website listed on their VIF, using the control number provided.

| Voting Method | Registered Shareholders (If your securities are held in your name and represented by a physical certificate or DRS statement)

AND

Non-Objecting Beneficial Owners ("NOBOs" as defined in the Circular) | Objecting Beneficial Owners ("OBOs" as defined in the Circular) | | --- | --- | --- | | Internet @ | Go to www.meeting-vote.com. Enter the control number printed on your form of proxy (or VIF) and follow the instructions on screen.

or

Complete, date and sign the proxy (or VIF), then scan and email your completed proxy (or VIF) to proxyvote@tmx.com | Go to www.proxyvote.com. Enter the 16-digit control number printed on your VIF and follow the instructions on screen. | | Telephone | Call TSX Trust Company at 1-888-489-5760 and follow the instructions. You will need your control number to vote your shares. | Call the telephone number printed on your VIF. Enter the control number printed on the VIF and follow the interactive voice recording instructions to vote your shares. | | Mail | Enter voting instructions, sign and date the form of proxy (or VIF) and return your completed form of proxy (or VIF) in the enclosed postage paid envelope to:

TSX Trust Company P.O. Box 721 Agincourt, Ontario M1S 0A1 | Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope. |

Please submit your vote well in advance of the PROXY DEADLINE of 10:00 a.m. (Pacific Time) on August 14, 2024

BOARD RECOMMENDATION

The Board of Directors of Hakken unanimously recommend that shareholders VOTE FOR each of the proposed resolutions.