NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of shareholders of Drone Delivery Canada Corp. (the “Company”) will be held on Tuesday, June 13, 2023, at the hour of 1:00 p.m. (Eastern time), at the office of Irwin Lowy LLP, at 217 Queen Street West, Suite 401, Toronto, Ontario for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2022 and the report of the auditors thereon;

2. to pass, with or without variation, an ordinary resolution fixing the number of directors of the Company at six;

3. to elect the directors of the Company;

4. to appoint the auditors of the Company and to authorize the directors to fix their remuneration;

5. to approve and confirm the stock option plan of the Company; and

6. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its her duly executed form of proxy with the Company’s transfer agent and registrar, Computershare Investor Services Inc., at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not later than 1:00 p.m. (Eastern time) on Friday, June 9, 2023 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Tuesday, April 25, 2023 as the record date, being the date for the determination of the registered holders of common voting shares and variable voting shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

 

COVID-19 GUIDANCE

In the context of the effort to mitigate potential risk to the health and safety associated with COVID-19, shareholders are being discouraged from attending the Meeting in person. All shareholders are encouraged to vote on the matters before the Meeting by proxy in the manner set out herein and in the accompanying management information circular dated May 1, 2023 of the Company. The Company is offering its shareholders the option to listen to the Meeting via Zoom. Shareholders attending via Zoom will not be able to vote at the Meeting. Please see details on how to listen to the Meeting in the accompanying management information circular.

NOTICE-AND-ACCESS

Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of common voting shares and variable voting shares of the Company (the “Non-Registered Holders”) and for registered shareholders. The notice-and-access method of delivery of meeting materials allows the Company to deliver the meeting materials over the internet in accordance with the noticeand-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, registered 2 shareholders will receive a form of proxy and the Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the notice of Meeting, the management information circular, the annual consolidated financial statements of the Company for the financial year ended December 31, 2022 and related management’s discussion and analysis and other meeting materials (collectively the “Meeting Materials”), shareholders receive a 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 the cost of printing and mailing the Meeting Materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Company will not be adopting stratification procedures in relation to the use of notice-and access provisions.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Company’s profile at www.sedar.com or on the Company’s website at https://dronedeliverycanada.com/agm-2023/. The Meeting Materials will remain posted on the Company’s website at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. In order for holders to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please contact 1-844-916-0609 (English) or 1-844-973-0593 (French). Requests should be received by 4:00 p.m. (Eastern time) on June 2, 2023, in order to receive the Meeting Materials in advance of the Meeting.

The accompanying management information circular provides additional detailed 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 annual general and special meeting. Additional information about the Company and its financial statements are also available on the Company’s profile at www.sedar.com.

DATED at Toronto, Ontario this 1st day of May, 2023.

BY ORDER OF THE BOARD
“Steve Magirias” (signed)
Chief Executive Officer