Blackline Safety Corp. — Proxy Solicitation & Information Statement 2021

Mar 4, 2021

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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 as a virtual only meeting via live audio webcast online at https://web.lumiagm.com/214612831 on Tuesday, March 30, 2021 at 3:00 p.m. (Mountain Daylight Time), to:

1. receive and consider the audited financial statements of the Corporation for the financial year ended October 31, 2020 and the report of the auditor thereon;

2. fix the number of directors of the Corporation to be elected at the Meeting at seven (7) directors

3. elect seven (7) directors for the ensuing year;

4. 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;

5. consider, and if thought appropriate, to pass an ordinary resolution re-approving the Corporation's stock option plan, all as more particularly described in the accompanying management information circular – proxy statement of the Corporation dated February 23, 2021 (the " Management Information Circular ");

6. consider, and if thought appropriate, to pass an ordinary resolution approving the amendment and restatement of the Corporation's stock option plan effective as of (and conditional upon) the listing of the Common Shares on the Toronto Stock Exchange, all as more particularly described in the accompanying Management Information Circular;

7. consider, and if thought appropriate, to pass an ordinary resolution to amend the Corporation's by-laws to permit shareholder meetings to be held by electronic means, as described in the accompanying Management Information Circular; and

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

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of the 2019 coronavirus disease, also known as COVID-19, and to mitigate risks to the health and safety of Corporation's communities, shareholders, employees and other stakeholders, the Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast commencing at 3:00 p.m. (Mountain Daylight Time) on Tuesday, March 30, 2021. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

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 virtually are requested to 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). Registered Shareholders may also 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. In order to be valid and acted upon at the virtual 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 February 23, 2021 (the " Record Date "). Shareholders of the Corporation of record as at the Record Date are entitled to receive notice of the virtual Meeting and to vote those Common Shares included in the list of Shareholders entitled to vote at the virtual 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 virtual Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the virtual Meeting, in which case such transferee shall be entitled to vote such Common Shares at the virtual Meeting.

Particulars of the foregoing matters are set forth in the accompanying Management Information Circular. The financial statements for the year ended October 31, 2020 and the report of the auditor of the Corporation thereon are available on SEDAR at www.sedar.com.

DATED at Calgary, Alberta February 23, 2021.

BY ORDER OF THE BOARD OF DIRECTORS (signed) "Cody Slater" Cody Slater Chief Executive Officer and Director