Blackline Safety Corp. — Proxy Solicitation & Information Statement 2025

Feb 18, 2025

blacklinesafety

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 24th Avenue S.E. Calgary, Alberta, on Tuesday, March 18, 2025 at 9:00 a.m. (Mountain Daylight Time), to:

1. receive and consider the audited financial statements of the Corporation for the financial year ended October 31, 2024 and the report of the auditor thereon;
2. fix the number of directors of the Corporation to be elected at the Meeting at six (6) directors;
3. elect six (6) 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, approving the Corporation's amended and restated 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, all as more particularly set forth in the accompanying management information circular and proxy statement of the Corporation dated February 3, 2025 (the "Management Information Circular");
6. 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;
7. 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;
8. consider, and if thought appropriate, to pass an ordinary resolution, as more particularly set forth in the Management Information Circular, to approve amendments the Corporation's employee stock ownership plan ("ESOP"); and
9. to transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

Registered Shareholders may attend the meeting in person or may be represented by proxy. If a Shareholder is unable to attend the meeting or any adjournments or postponements thereof in person, we request that Shareholders date, sign and return the enclosed form of proxy for use at the meeting or any adjournment or postponement thereof. A proxy will not be valid unless it is deposited with Odyssey Trust Company, Traders Bank Building 702, 67 Yonge Street Toronto, ON M5E 1J8 (Attention: Proxy Department), by email to proxy@odysseytrust.com, by facsimile at (800) 517-4553 (if outside North America) or by internet at https://vote.odysseytrust.com no less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) before the time for holding the meeting or any adjournment or postponement thereof. All instructions are listed in the enclosed form of proxy. 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 February 3, 2025 (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.

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Particulars of the foregoing matters are set forth in the accompanying Management Information Circular. The financial statements for the year ended October 31, 2024 and the report of the auditor of the Corporation thereon are available on SEDAR+ at www.sedarplus.ca.

DATED at Calgary, Alberta February 3, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

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