Blackline Safety Corp. — Proxy Solicitation & Information Statement 2020

Mar 18, 2020

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The annual and special meeting (the " Meeting ") of the holders (" Shareholders ") of common shares (" Common Shares ") of Blackline Safety Corp. (the " Corporation ") will be held at Dominion Bridge, Unit 100, 803 24[th] Avenue S.E., Calgary, Alberta, on Tuesday, April 7, 2020 at 3:00 p.m. (Calgary time), to:

1. receive and consider the audited financial statements of the Corporation for the financial year ended October 31, 2019 and the report of the auditor thereon;

2. elect five (5) directors for the ensuing year;

3. appoint PricewaterhouseCoopers LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors to fix the auditor’s remuneration as such;

4. consider, and if thought appropriate, to pass an ordinary resolution approving the Corporation's stock option plan, all as more particularly described in the accompanying management information circular – proxy statement of the Corporation dated March 3, 2020 (the " Management Information Circular ");

5. consider, and if thought appropriate, to pass an ordinary resolution approving an advance notice by-law as described in the attached Management Information Circular; and

6. to transact such other business as may be properly brought before the meeting or any adjournment thereof.

It is desirable that as many Common Shares as possible be represented at the Meeting. Shareholders of the Corporation who are unable to attend the Meeting in person are requested to date and sign the enclosed Instrument of Proxy and deposit it with Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, so that it is received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment thereof. Registered Shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America), or 1-312-588-4290 (outside North America). In order to be valid and acted upon at the Meeting, Instruments of Proxy must be received by Computershare Trust Company not less than 48 hours (excluding, Saturdays, Sundays and statutory holidays in the Province of Alberta) before 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 board of directors of the Corporation has fixed the record date for the Meeting at the close of business on March 3, 2020 (the " Record Date "). Shareholders of the Corporation of record as at the Record Date are entitled to receive notice of the Meeting and to vote those Common Shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such Shareholder transfers the ownership of his or her Common Shares after the Record Date and the transferee of those Common Shares establishes that he or she owns the Common Shares and demands not later than ten (10) days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Particulars of the foregoing matters are set forth in the accompanying Management Information Circular. The financial statements for the year ended October 31, 2019 and the report of the auditor of the Corporation thereon are available on SEDAR at www.sedar.com.

DATED at Calgary, Alberta March 3, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Cody Slater" Cody Slater Chief Executive Officer and Director