ZTEST Electronics Inc. — AGM Information 2022

Aug 31, 2022

ZTEST ELECTRONICS INC. 523 McNicoll Avenue North York, ON M2H 2C9

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the “Meeting”) of ZTEST Electronics Inc. (“ZTEST” or the “Corporation”) will be held at 523 McNicoll Avenue, Toronto, Ontario, M2H 2C9, at the hour of 1:00 o'clock in the afternoon (Toronto time), on Friday, the 30th day of September, 2022, for the following purposes:

1. to elect the directors as nominated by Management;
2. to appoint Wasserman Ramsay, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the Directors to fix their remuneration; and
3. to transact such further and other business as may properly come before the said Meeting or any adjournment of adjournments thereof.

A copy of the Management Information Circular (the “Circular”), the Audited Financial Statements of the Corporation for the year ended June 30, 2021 and the Management Discussion and Analysis for the year ended June 30, 2021 accompany this Notice of Meeting.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of Proxy or voting instruction form delivered to them with the Notice-and-Access Notification (defined below).

COVID-19 SAFETY PROTOCOLS

The Corporation will be following stringent safety protocols for the Meeting as a result of the coronavirus pandemic (“COVID-19”). Registered shareholders and properly appointed proxy holders who wish to attend the Meeting in person will be required to present their identification and a copy of their completed proxy or other proof of their status as a shareholder or valid proxy holder, complete the Company’s sign-in and COVID screening, not enter with any food or drink, wear masks covering their nose and chin at all times while inside the building, and maintain appropriate physical distancing at all times. The capacity of the Corporation’s offices is limited and those choosing to attend in person will be accommodated on a “first-come first-served” basis. No one other than registered shareholders and properly appointed proxy holders will be allowed to attend the Meeting in person to ensure adequate space is available for those registered shareholders and properly appointed proxy holders who wish to attend the Meeting. All shareholders are strongly urged to send in their proxies in advance of the Meeting as set out in the Circular and as set out in the proxy or voting instruction form mailed to registered shareholders and Non-Objecting Beneficial Owners (“NOBO”) to ensure that their votes are counted at the Meeting. The lockdown resulting from the outbreak of COVID-19 has created unprecedented disruptions in the global economy and required the Corporation to take all necessary precautions to ensure the health and safety of its officers, directors, employees and shareholders. Given the fact that the spread of COVID-19 in certain areas of the country has increased recently and new restrictions have been imposed resulting from the anticipated increase in COVID-19 cases, the Corporation needs to continue to take appropriate precautions while proceeding with the Meeting. In order to provide some accommodation to those shareholders unable or unwilling to attend in person, the Corporation has set up a conference call number for shareholders and guests to phone in and listen to the Meeting (the “Conference Call”), the particulars of which are set out below. The Scrutineer representing the Corporation’s transfer agent, TSX Trust Company, will be scrutineering the Meeting remotely and will be attending the Meeting via the Conference Call. Following the completion of the formal part of the Meeting, the President and CEO of the Corporation, Steve Smith, will be available to respond to any shareholder questions. Those shareholders and guests participating in the Conference Call will be able to ask questions of Mr. Smith. Participation in the Conference Call will not constitute attendance at the Meeting and voting will not be permitted by telephone. The Meeting

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has not been set up as a “virtual meeting”. The Corporation is providing the Conference Call as a means for those participating in the Conference Call to ask questions of and receive responses from Steve Smith relating to the business of the Corporation.

Shareholders and guests may participate in the Conference Call by joining the Meeting from a PC, Mac, iPad, iPhone or Android device by clicking or entering the following URL into your web browser:

https://us06web.zoom.us/j/85717904044?pwd=U1FaMFhSVmFyckV6a3ZOWlFpNkxidz09

Meeting ID: 857 1790 4044

Passcode: 844774

One tap mobile

+16475580588,,85717904044#,,,*,844774# Canada

+17789072071,,85717904044#,,,*,844774# Canada

Dial by your location

+1 647 558 0588 Canada +1 778 907 2071 Canada +1 780 666 0144 Canada +1 204 272 7920 Canada +1 438 809 7799 Canada +1 587 328 1099 Canada +1 647 374 4685 Canada +1 646 931 3860 US +1 669 444 9171 US +1 719 359 4580 US +1 720 707 2699 US (Denver) +1 253 215 8782 US (Tacoma) +1 301 715 8592 US (Washington DC) +1 309 205 3325 US +1 312 626 6799 US (Chicago) +1 346 248 7799 US (Houston) +1 386 347 5053 US +1 564 217 2000 US +1 646 558 8656 US (New York)

Meeting ID: 857 1790 4044

Passcode: 844774

Find your local number: https://us06web.zoom.us/u/kcOPTmaduf

NOTICE-AND-ACCESS

Notice is also hereby given that ZTEST has decided to use the notice-and-access method of delivery of meeting materials for the Annual General Meeting of Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Circular, the annual financial statements and related management’s discussion and analysis and other meeting materials (collectively the “Meeting Materials”), shareholders receive a notification (the “Notice-and-Access Notification”) with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce

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the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Corporation’s profile at www.sedar.com or on https://docs.tsxtrust.com/2088.

How to Obtain Paper Copies of the Meeting Materials

Registered holders or non-registered holders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation’s website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call TSX Trust toll free at 1-866-600-5869 or email TSX Trust at tsxtis@tmx.com.

Requests should be received by 1:00 p.m. on Wednesday, September 21, 2022 in order to receive the Meeting Materials in advance of the proxy deposit date and Meeting.

RECORD DATE AND PROXY DELIVERY DATE

The Board of Directors of the Corporation has, by resolution, fixed the close of business on August 15, 2022 as the Record Date, being the date for determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

The Board of Directors of the Corporation has, by resolution, fixed the hour of 1:00 p.m. in the afternoon (Toronto time) on Wednesday, September 28, 2022, being not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the day of the Meeting, or any adjournment thereof, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Transfer Agent of the Corporation, TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting to revoke a proxy previously delivered in accordance with the foregoing.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of proxy or voting instruction form delivered to them with the Notice-and-Access Notification.

DATED the 15th day of August, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“Steve Smith”

STEVE SMITH

Chief Executive Officer