Notice of Special Meeting of Yerbaé Brands Corp. Shareholders
NOTICE IS HEREBY GIVEN that, pursuant to an order of the Supreme Court of British Columbia (the “Court”) dated April 30, 2025 (the “Interim Order”), a special meeting (the “Yerbaé Meeting”) of the holders (collectively, the “Yerbaé Shareholders”) of common shares (each, a “Yerbaé Share”) of Yerbaé Brands Corp. (“Yerbaé”) will be held at the offices of Yerbaé at18801 N. Thompson Peak Parkway, Suite D-380, Scottsdale, Arizona, 8525 and via Zoom at https://us02web.zoom.us/j/85866671141?pwd=Wc9RLuG5eFkdUVYsba1i3Ybw9zvIyj.1 on June 12, 2025 at 10:00 a.m. (Vancouver time).
The Yerbaé Meeting is being called for the following purposes:
- to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Yerbaé Arrangement Resolution”), the full text of which is set forth in Appendix “C” to the accompanying joint proxy statement/management information circular of Safety Shot, Inc. (“Safety Shot”) and Yerbaé (the “Joint Proxy Statement/Circular”), approving an arrangement involving Yerbaé by way of plan of arrangement (the “Plan of Arrangement”) under the arrangement provisions of Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “BCBCA”) pursuant to which Safety Shot will, among other things, acquire all of the issued and outstanding Yerbaé Shares (the “Arrangement”), as more particularly described in the Joint Proxy Statement/Circular;
- to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution with respect to the Yerbaé Arrangement Resolution, the full text of which is set forth in Appendix “C” to the accompanying Joint Proxy Statement/Circular, in accordance with Multilateral Instrument 61-101 – Protection of Minority of Security Holders in Special Transactions (“MI 61-101”) excluding the votes attached to Yerbaé Shares held by Todd and Karrie Gibson and their respective affiliates and the Yerbaé Shares held by any other Yerbaé Shareholders required to be excluded under MI 61-101, approving the Plan of Arrangement under the arrangement provisions of Part 9, Division 5 of the BCBCA pursuant to which Safety Shot will, among other things, acquire all of the issued and outstanding Yerbaé Shares, as more particularly described in the Joint Proxy Statement/Circular; and
- to transact such other business as may properly come before the Yerbaé Meeting or any adjournment or postponement thereof. Specific details of the matters proposed to be put before the Yerbaé Meeting are set forth in the Joint Proxy Statement/Circular which accompanies this Notice of Special Meeting of Yerbaé Shareholders. Completion of the Arrangement is conditional upon certain other matters described in the Joint Proxy Statement/Circular, including the approval of the share issuance resolution by holders of shares of common stock of Safety Shot (collectively, the “Safety Shot Stockholders”) and an amendment to the Safety Shot 2024 equity incentive plan to increase the number of Safety Shot Shares reserved for issuance at a special meeting of Safety Shot Stockholders and the final order of the Court approving the Arrangement (the “Final Order”).
The record date for determining the Yerbaé Shareholders entitled to receive notice of and to vote at the Yerbaé Meeting is the close of business on May 5, 2025 (the “Yerbaé Record Date”). Only Yerbaé Shareholders whose names have been entered in the register of Yerbaé Shareholders as of the close of business on the Yerbaé Record Date are entitled to receive notice of and to vote at the Yerbaé Meeting or any postponement or adjustment thereof.
Yerbaé Shareholders who choose to attend the Yerbaé Meeting virtually will do so by attending via Zoom. Shareholders and duly appointed proxyholders can access the Yerbaé Meeting by visiting https://us02web.zoom.us/j/85866671141?pwd=Wc9RLuG5eFkdUVYsba1i3Ybw9zvIyj.1. At this website, Yerbaé Shareholders will be able to listen to the Yerbaé Meeting live, submit questions and submit their vote while the Yerbaé Meeting is being held. For more information, see “General Information Concerning the Yerbaé Meeting and Voting” in the accompanying Joint Proxy Statement/Circular for more information.
NOTICE OF SPECIAL MEETING OF YERBAÉ BRANDS CORP. SHAREHOLDERS