Element Lifestyle Retirement : Information Circular

ELEMENT LIFESTYLE RETIREMENT INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 13, 2023

AND

INFORMATION CIRCULAR

June 7, 2023

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters

referred to in this Information Circular, you should immediately contact your advisor.

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ELEMENT LIFESTYLE RETIREMENT INC.

438 West King Edward Avenue

Vancouver, British Columbia, V5Y 0M5

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the "Meeting") of shareholders (the "Shareholders") of Element Lifestyle Retirement Inc. (the "Company" or "Element") will be held via online conferencing on Thursday, July 13, 2023, at the hour of 10:00 a.m. (Pacific Time) for the following purposes:

1. To receive the audited financial statements of the Company, for the fiscal year ended May 31, 2022, together with the auditor's report thereon;
2. To elect as directors for the forthcoming year the nominees proposed by management of the Company in the enclosed management information circular (the "Information Circular");
3. To fix the number of Directors at five (5) and to elect the Board of Directors for the ensuing year;
4. To appoint MNP LLP, Chartered Accountants as the auditors of the Company for the ensuring financial year at a remuneration to be fixed by the Directors;
5. To approve the Company's 10% rolling Stock Option Plan; and
6. To transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof.

The details of the matters proposed to be put before the Meeting are set forth in the Information Circular accompanying this Notice, which is supplemental to and expressly made a part of the Notice. Shareholders of record as of the close of business on June 7, 2023 (the "Record Date") will be entitled to vote at the Meeting and at any adjournment or adjournments thereof.

In light of COVID-19 and social distancing best practices, shareholders are encouraged to vote in advance of the Meeting by proxy ("Proxy") or voting instruction form, as applicable, since the Meeting will not be held in person.

Shareholders can participate in the Meeting by phone using the following dial-in information (however, voting in advance by Proxy or voting instruction form is advised):

Dial-in Primary (Toll-free in North America): 1-888-402-9166

Conference ID: 4462468#

Important Notice Regarding Social Distancing

We are continuously monitoring the current COVID-19 pandemic, and we reserve the right to take any additional precautionary measures we deem appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak including, if we consider necessary or advisable, hosting the Meeting solely by means of remote communication. As of the date of this Notice, we are NOT intending to hold the Meeting in physical face to face format, and the Meeting will be held by phone using the dial-in information provided above. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Please monitor our press releases under the Corporation's profile on SEDAR (www.sedar.com) for updated information.

In order to ensure as many common shares of the Company as possible are represented at the Meeting, the Company strongly encourages registered shareholders to complete the enclosed Proxy and return it as soon as possible in accordance with the instructions set out in the accompanying Information Circular. Shareholders who do not hold their common shares in their own name are strongly encouraged to complete the voting instruction forms received from the Company or their broker as soon as possible and to follow the instructions set out in the accompanying Information Circular. In addition, only registered shareholders or their duly appointed proxy holders will be permitted to attend the Meeting by using the dial-in information provided above.

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Please review the enclosed Information Circular and date, sign and return the enclosed Proxy to the Company's transfer agent, ComputerShare Investor Services Inc ("ComputerShare"). To be effective, the Proxy must be delivered by mailing so as to reach or be deposited, to ComputerShare at their office located on the 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, no later than 10:00 a.m. (Pacific time) on July 11, 2023, or at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia), prior to the time set for the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

The persons named in the enclosed Proxy are directors or officers of the Company. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to act for such Shareholder and on such Shareholders behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided.

DATED at Vancouver, British Columbia, this 7th day of June, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael Diao"

Michael Diao

Chief Executive Officer and Director

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ELEMENT LIFESTYLE RETIREMENT INC.

438 West King Edward Avenue

Vancouver, British Columbia, V5Y 0M5

Telephone [phone]

www.elementliving.com

(all information is as of June 7, 2023, unless otherwise noted)

INFORMATION CIRCULAR

This Information Circular accompanies the Notice of an Annual General meeting of shareholders (the "Notice") and is furnished to shareholders holding common shares (the "Shares") in the capital of Element Lifestyle Retirement Inc. (the "Company") in connection with the solicitation by the management of the Company of proxies to be voted at the Annual General Meeting of shareholders (the "Meeting") to be held by virtual meeting at 10:00 a.m. (Vancouver time) on Thursday, July 13, 2023, or at any adjournment or postponement thereof.

All amounts herein are in Canadian dollars, unless otherwise stated.

PROXIES

Management Solicitation

The solicitation of proxies by the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse shareholders, nominees or agents for costs incurred in obtaining from their principals' authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. The cost of this solicitation will be borne by the Company. No solicitation will be made by specifically engaged employees or soliciting agents.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered shareholders are entitled to vote at the Meeting. A shareholder is entitled to one vote for each Share that such shareholder holds on the record date of June 7, 2023 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the "Designated Persons") in the enclosed form of proxy are directors and officers of the Company.

A shareholder has the right to appoint a person or company (who need not be a shareholder) to act for or on behalf of that shareholder at the Meeting or any adjournment or postponement thereof, other than the Designated Persons named in the enclosed form of proxy. To exercise the right, the shareholder may do so by inserting the name of such other person in the space provided in the form of proxy.

In order to be voted, a proxy must be received by the Company's registrar and transfer agent, Computershare Investor Services Inc. (the "Transfer Agent"), at their offices located at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, no later than 10:00 a.m. (Pacific time) on July 11, 2023, or at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia), prior to the time set for the Meeting or any adjournment thereof.

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A proxy may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder's attorney-in-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in- fact for an individual shareholder or joint shareholders or by an officer or attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that shareholder or by that shareholder's attorney-in-fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at 438 West King Edward Avenue, Vancouver, British Columbia V5Y 0M5, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If no choice is specified in the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to that matter upon the Designated Persons named in the form of proxy. It is intended that the Designated Persons will vote the Shares represented by the proxy in favour of each matter identified in the proxy.

The enclosed form of proxy confers discretionary authority upon the persons named therein in respect of amendments or variations to matters identified in the Notice or other matters that may properly come before the Meeting or any adjournment or postponement thereof. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.