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Blackline Safety Corp. Proxy Solicitation & Information Statement 2025

Feb 18, 2025

46025_rns_2025-02-18_2528e819-b35b-47e4-9ead-84555681cdd7.pdf

Proxy Solicitation & Information Statement

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blacklinesafety

ODYSSEY

Trader's Bank Building

702, 67 Yonge Street

Toronto ON M5E 1J8

Blackline Safety Corp.

Form of Proxy – Annual and Special Meeting to be held on March 18, 2025

Appointment of Proxyholder

I/We being the undersigned holder(s) of Blackline Safety Corp. (the "Corporation") hereby appoint: Cody Slater, the Chief Executive Officer of the Corporation, or failing this person, Robin Kooyman, Chief Financial Officer of the Corporation (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of the Corporation. (the "Meeting") to be held at Dominion Bridge, Unit 100, 803 24th Avenue S.E. Calgary, Alberta, on Tuesday March 18, 2025 at 9:00 a.m. (Mountain Time) or at any adjournment or postponement thereof.

1. Number of Directors. To fix the number of directors of the Corporation to be elected at the Meeting at six (6) directors. For Against
2. Election of Directors. For Withhold For Withhold For Withhold
a. Cody Slater b. Robert Herdman c. Michael Hayduk
d. Brad Gilewich e. Barbara Holzapfel f. Jason Cohenour
3. Appointment of Auditors. To 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. For Withhold
4. Amended and Restated Option Plan and Option Grants. To pass an ordinary resolution to amend the Corporation's stock option plan, to approve all unallocated options issuable under the Corporation's stock option plan and to ratify the grant of 1,424,400 stock options, as more particularly set forth in the accompanying management information circular – proxy statement of the Corporation dated February 3, 2025 (the "Management Information Circular"). For Against
5. Directors' Deferred Share Unit Plan. To consider, and if thought appropriate, to pass an ordinary resolution approving the Corporation's directors' deferred share unit plan, as more particularly set forth in the Management Information Circular. For Against
6. Share Award incentive Plan. To consider, and if thought appropriate, to pass an ordinary resolution approving the Corporation's share award incentive plan, as more particularly set forth in the Management Information Circular. For Against
7. Employee Stock Ownership Plan. To pass an ordinary resolution, to amend the Corporation's employee stock ownership plan, as more particularly set forth in the Management information circular. For Against

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail.

Signature(s):

Date

MM/DD/YY

Annual Financial Statements – Check the box to the right if you would like to NOT RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.


INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR
PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management of
Blackline Safety Corp.
Proxies must be received by 9:00 am, (Mountain time) on March 14,
2025 or, if the Meeting is adjourned or postponed, not less than 48
hours (excluding Saturdays, Sundays and statutory holidays in the
Province of Alberta) before the time the Meeting is reconvened or held.

Notes to Proxy
1. Each holder has the right to appoint a person, who need not be a holder, to attend and
represent them at the Meeting. If you wish to appoint a person other than the persons
whose names are printed herein, please insert the name of your chosen proxyholder in
the space provided on the reverse.
2. If the securities are registered in the name of more than one holder (for example, joint
ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in
the space provided on the reverse. If you are voting on behalf of a corporation or another
individual, you may be required to provide documentation evidencing your power to sign this
proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by
Management to the holder.
5. Management has recommended voting FOR each of the matters to be considered at the
Meeting. The securities represented by this proxy will be voted as directed by the
holder; however, if such a direction is not made in respect of any matter, this proxy will
be voted as recommended by Management.
6. The securities represented by this proxy will be voted or withheld from voting, in accordance
with the instructions of the holder, on any ballot that may be called for and, if the holder has
specified a choice with respect to any matter to be acted on, the securities will be voted
accordingly.
7. This proxy confers discretionary authority in respect of amendments to matters identified in
the Notice of Meeting or other matters that may properly come before the Meeting.
8. This proxy should be read in conjunction with the accompanying documentation provided by
Management.

To Vote Your Proxy Online please visit:
https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your
address to the right.

If you vote by Internet, do not mail this proxy.

Voting by mail may be the only method for securities held in the name
of a corporation or securities being voted on behalf of another individual. A return envelope
has been enclosed for voting by mail.