Anaergia Inc. — Proxy Solicitation & Information Statement 2022

May 19, 2022

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS

NOTICE IS HEREBY GIVEN that an Annual Meeting of the shareholders (the “ Meeting ”) of Anaergia Inc. (“ Anaergia ” or the “ Company ”) will be held on Friday, June 17, 2022 at 11:00 a.m. (Eastern time) by way of virtual-only meeting via live audio webcast at www.virtualshareholdermeeting.com/ANRG2022.

Meeting Business

The Meeting will be held for the following purposes:

1. to receive the annual consolidated financial statements of Anaergia for the fiscal year ended December 31, 2021, and the auditors’ report thereon;

2. to elect members of the Board of Directors of Anaergia (see “Business to be Transacted at the Meeting – Election of the Board of Directors”);

3. to re-appoint Anaergia’s auditors and to authorize the directors to fix the auditors’ compensation (see “Business to be Transacted at the Meeting – Appointment of the Auditors”); and

4. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Record Date

You have the right to receive notice of and vote at the Meeting as set out in the accompanying Management Information Circular if you are an Anaergia shareholder as of the close of business on May 5, 2022.

Meeting Format

By logging on to www.virtualshareholdermeeting.com/ANRG2022 and following the instructions set forth in the Circular, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held. You should allow ample time to join the Meeting to check compatibility and complete the related procedures. See “Voting Information – Participating and Voting at the Meeting” in the accompanying Management Information Circular for detailed instructions on how to attend and vote at the Meeting.

In order to determine how to vote at the Meeting, you should first determine whether you are: (i) a beneficial holder of subordinate voting shares (the “ Subordinate Voting Shares ”) or multiple voting shares (the “ Multiple Voting Shares ” and, together with the Subordinate Voting Shares, the “ Shares ”) of the Company, as are most of the Company’s shareholders; or (ii) a registered holder of Shares.

• You are a beneficial shareholder (also known as a non-registered shareholder) if you own Shares indirectly and your Shares are registered in the name of a bank, trust company, broker or other intermediary. For example, you are a beneficial shareholder if your Shares are held in a brokerage account of any kind.

• You are a registered shareholder if you hold a paper share certificate or certificates, or a direct registration system (DRS) advice, and your name appears directly on the share certificate(s), or direct registration system (DRS) advice.

Voting

Registered and beneficial shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders (including beneficial shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast. Beneficial shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions, vote their Shares (if any) or otherwise participate in the Meeting. Please note that shareholders and duly appointed proxyholders will need the 16-digit control number indicated on the form of proxy or voting instruction form accompanying this Notice of Meeting or the 8-character Appointee Identification Number, as applicable, in order to log on to the Meeting as “Shareholder” or “Proxyholder / Appointee”. Otherwise, they will have to log on as “Guests”. Please refer to the accompanying Management Information Circular for additional details on how to log on to the Meeting.

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Regardless of whether or not shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the accompanying Management Information Circular, or alternatively to vote over the Internet or by telephone, at their discretion, in accordance with the instructions provided on such form and in the accompanying Management Information Circular. To be used at the Meeting, proxies must be received by 11:00 a.m. (Eastern time) two (2) business days prior to the Meeting, being June 15, 2022, or any adjournment thereof.

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management’s discussion and analysis, the consolidated financial statements of the Company and the auditor’s report for the fiscal year ended December 31, 2021, and other related materials of the Meeting (the “ Proxy Materials ”) to shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, shareholders receive a copy of this notice of annual meeting of shareholders and notice of availability of proxy materials (the “ Notice of Meeting ”), which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting, and a form of proxy or voting instruction form, as applicable.

The Proxy Materials will be available online at investors.anaergia.com/governance/annual-shareholder-meeting/ and on SEDAR under the Company’s profile at www.sedar.com.

Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, by calling Broadridge Investor Communications Corporation (“ Broadridge ”) toll free at 1-877-907-7643 (Canada and U.S.) or 303-5629305 (international), either before or after the Meeting. Shareholders will be asked to enter the control number indicated on the form of proxy or voting instruction form they received with this Notice of Meeting to request a paper copy of the Proxy Materials.

To receive the Proxy Materials in advance of the voting deadline and the Meeting date, requests for paper copies must be received by no later than 5:00 p.m. (Eastern time) on June 3, 2022. If a shareholder requests a paper copy of the Proxy Materials, please note that another form of proxy or voting instruction form will not be sent; please retain the one received with this Notice of Meeting for voting purposes.

The Company elected to conduct the Meeting virtually this year due to the restrictions imposed in the context of the ongoing coronavirus (COVID-19) pandemic. This measure is a proactive and prudent step to protect the health and safety of our shareholders, directors, employees and other stakeholders. Shareholders are invited to attend the Meeting online as there will be an opportunity to ask questions. The Company reminds shareholders to review the information contained in the accompanying Management Information Circular prior to voting.

If you have any questions regarding this Notice of Meeting, the notice-and-access procedures or the Meeting, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).

By Order of the Board of Directors,

Burlington, Ontario May 5, 2022

(signed) Dr. Andrew Benedek Dr. Andrew Benedek Chair and Chief Executive Officer