Zoglos Food Corp. — Proxy Solicitation & Information Statement 2025

Jun 18, 2025

ZOGLO'S FOOD CORP.
c/o Suite 1500, 1055 West Georgia Street
Vancouver, British Columbia Canada V6E 4N7
Telephone: (604) 687-7130

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an In Person / Teleconference Call Annual General Meeting (the “Meeting”) of the shareholders of Zoglo's Food Corp. (the “Company”) will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia Canada on Tuesday, July 15, 2025 at 10:00 a.m. Pacific Time.

The Company is offering Shareholders the option to listen and participate (but not vote) at the Meeting in real time by conference call as follows:

Dial by your location

Canada Toll Free: 1-855-244-8677
Canada Toll: 1-416-915-6530
US Toll Free: 1-855-282-6330
US Toll: 1-415-655-0002
Access Code: 2774 932 7407

We recommend all shareholders submit votes by sending in a properly completed and signed form of proxy (“Proxy”) or voting instruction form (“VIF”) prior to the Meeting following the instructions in the accompanying Information Circular (the “Circular”). At the date hereof the Company intends to hold the Meeting at the location stated in this Notice. Should any changes to the Meeting occur, the Company will announce any and all changes by way of news release filed on SEDAR+ under the Company’s corporate profile at www.sedarplus.ca. Please check the Company’s SEDAR+ corporate profile prior to the Meeting for the most current information. In the event of changes to the Meeting format, the Company will not prepare or mail amended Meeting materials.

Shareholders who intend to attend the meeting via telephone conference must submit votes by Proxy ahead of the proxy deadline of 10:00 a.m. Pacific Time on Friday, July 11, 2025.

The Meeting is to be held for the following purposes:

1. To table the consolidated financial statements of the Company for its three financial years ended December 31, 2024 and 2023, December 31, 2023 and 2022 and December 31, 2022 and 2021, the report of the auditor thereon and the related management discussion and analysis;
2. To elect directors of the Company for the ensuing year;
3. To appoint Dale Matheson Carr-Hilton LaBonte LLP, as Auditor of the Company for the ensuing year at a remuneration to be fixed by the Directors;
4. To pass an ordinary resolution to ratify, confirm and approve the Company’s Stock Option Plan dated February 12, 2021, and to approve and authorize for grant, all currently available and unallocated options issuable under the stock option plan for an additional three years, as more particularly described in the accompanying Information Circular.

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LEGAL_46701462.3

1. To pass an ordinary resolution to ratify, confirm and approve the Company’s Restricted Share Unit Plan dated March 23, 2021 and to approve and authorize for grant, all currently available and unallocated restricted share units issuable under the restricted share unit plan for an additional three years, as more particularly described in the accompanying Information Circular.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Copies of the consolidated audited financial statements for the three fiscal years ended December 31, 2024 and 2023, and December 31, 2023, December 31, 2023 and 2022 and December 31, 2022 and 2021, the reports of the auditor thereon, and the related management discussion and analysis will be made available at the Meeting and are available under the Company’s corporate profile at www.sedarplus.ca.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of Proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy and in the Information Circular to ensure that such shareholder’s shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Vancouver, British Columbia, June 12, 2025.

BY ORDER OF THE BOARD

/s/ “Robert Dubeau”

Robert Dubeau
Chief Executive Officer