SCALING CAPITAL 1 CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 20, 2024

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the " Meeting ") of the holders (" Shareholders ") of common shares (" Common Shares ") of Scaling Capital 1 Corp. (" Scaling Capital " or the " Corporation ") will be held at 200 Bay Street, Royal Bank Plaza, North Tower, Suite 1200, Toronto, Ontario, M5J 2J2, on Thursday, June 20, 2024 at 3:00 p.m. (EDT), for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial year ended December 31, 2023, and the auditor's report thereon;

2. to fix the number of directors to be elected at the Meeting at three (3);

3. to elect the directors of the Corporation to hold office until the next annual meeting of Shareholders;

4. to appoint Crowe MacKay LLP as auditors of the Corporation to hold office until the next annual meeting of Shareholders and to authorize the directors to fix their remuneration;

5. to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the management information circular dated May 17, 2024 (the " Information Circular ") accompanying this Notice of Annual General and Special Meeting of Shareholders (this " Notice of Meeting "), approving the stock option plan of the Corporation; and

6. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

This Notice of Meeting is accompanied by the Information Circular and a form of proxy (the " Form of Proxy "). The Information Circular is expressly made part of this Notice of Meeting. The Information Circular should be consulted for further details on matters to be acted upon.

DATED as of the 17^th day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF SCALING CAPITAL 1 CORP.

Per: (signed) "Alex Tapscott" Alex Tapscott President and Chief Executive Officer

IMPORTANT

Only holders of Common Shares of record at the close of business on May 16, 2024 are entitled to notice of the Meeting or any adjournment or postponement thereof and only those holders of the Common Shares of record at the close of business on May 16, 2024, or who subsequently become Shareholders and comply with the provisions of the Business Corporations Act (Alberta), are entitled to vote thereat.

If you are a registered Shareholder , please complete and submit the enclosed Form of Proxy or other appropriate form of proxy. Completed forms of proxy must be received by Odyssey Trust Company, by mail at Suite 702 - 67 Yonge St, Toronto, Ontario M5E 1J8, Attn: Proxy Department, in the enclosed self-addressed envelope, or by facsimile at 1-800-517-4553, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. You may also vote by internet voting at

https://login.odysseytrust.com/pxlogin not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof.

If you are not a registered Shareholder , please complete the voting instruction form from your intermediary/broker and follow the instructions set out under " Advice to Beneficial Shareholders on Voting Their Common Shares " in the Information Circular.

ii