Bluewater Acquisition Corp. — Proxy Solicitation & Information Statement 2021

Jun 25, 2021

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BLUEWATER ACQUISITION CORP.

NOTICE AND MANAGEMENT PROXY CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD AT

9:00 a.m. (Mountain time) June 22, 2021

1400, 350 – 7th Avenue S.W. Calgary, Alberta T2P 3N9

To respond to the COVID-19 social distancing recommendations, the Company urges all shareholders to vote by proxy in advance of the meeting and to listen to the Meeting by way of a conference call. Please refer to the dial-in and call-in instructions in the Notice of Meeting.

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BLUEWATER ACQUISITION CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 22, 2021

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the Shareholders of Bluewater Acquisition Corp. (the “ Company ”) will be held at the office of Nerland Lindsey LLP, at 1400, 350 – 7th Avenue S.W., Calgary, Alberta T2P 3N9, at 9:00 a.m. (Mountain Time) on June 22, 2021, for the following purposes:

1. To consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving certain amendments to the Company’s Stock Option Plan in accordance with certain changes to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (“ Policy 2.4 ”), as more particularly described in the accompanying Information Circular.

2. To consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, removing the consequences associated with the Company not completing a Qualifying Transaction (as defined in Policy 2.4) within 24 months of its listing date in accordance with certain changes to Policy 2.4, as more particularly described in the Information Circular.

3. To consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving the Company making certain amendments to the Company’s escrow agreement in accordance with certain changes to Policy 2.4, as more particularly described in the Information Circular.

4. To consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, permitting the payment of any finder’s fee or commission to a Non-Arm’s Length Party to the Company upon completion of the Qualifying Transaction.

5. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting.

To proactively deal with the unprecedented public health impact of the coronavirus, also known as COVID-19 (“COVID-19”) and Provincial and Federal guidance regarding public gatherings, shareholders and proxyholders are strongly encouraged NOT to attend the Meeting in person. The COVID-19 virus is causing unprecedented social and economic disruption and we want to ensure that no one is unnecessarily exposed to any risks. Furthermore, so that the Company can mitigate potential risks to the health and safety of shareholders, employees, and the community, there will be strict limitations on the number of persons permitted entry to the Meeting and anyone who is not a registered shareholder or proxyholder will not be permitted entry.

The Company urges all shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to join the Meeting through the live conference call details provided below:

call in (audio only)

+1 587-747-4106 Canada, Calgary

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Phone Conference ID: 346 560 821#

Alternate Local Numbers

Canada, Toronto +1 437-703-4692

Canada, Vancouver +1 778-655-6388

United States, Chicago +1 872-239-5794

United States, Dallas +1 469-998-6023

United States, Los Angeles +1 323-553-3576 United States, New York City +1 929-229-5548

Shareholders who join in to the Meeting through the call details above will not be able to vote on the matters put forth at the Meeting. Only those registered shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting.

The COVID-19 situation is dynamic and continues to evolve daily. If events arise that require the Company to make changes to the date, time and/or location of the Meeting it will promptly notify shareholders and communicate any changes through a press release. The Company intends to resume holding unrestricted in- person shareholder’s meetings in future years.

The Board of Directors has fixed the close of business on the 18[th] day of May, 2021, as the record date for determination of shareholders entitled to notice of this Meeting or any adjournment(s) thereof and the right to vote thereat.

Due to COVID-19, shareholders are requested to not attend the Meeting, and instead requested to please complete, date and execute the accompanying form of proxy and deposit it with the Company’s transfer agent, Odyssey Trust Company, 1230, 300 – 5th Avenue SW, Calgary, AB, T2P 3C4 (Attention: Proxy Department) in the enclosed self-addressed envelope or by the internet at http://odysseytrust.com/Transfer-Agent/Login, or as otherwise instructed in the form of proxy, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting. The Chair of the Meeting has the discretion to accept proxies received less than 48 hours prior to the Meeting.

If you are a non-registered shareholder of the Company and received these materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the

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matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

DATED this 12 of May, 2021.

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BLUEWATER ACQUISITION CORP.

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2021

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This information circular is furnished in connection with the solicitation of proxies by the management of Bluewater Acquisition Corp. (the “ Company ”) for use at the special meeting of the holders (the “ Shareholders ”) of the common shares (the “ Common Shares ”) of the Company to be held at the offices of Nerland Lindsey LLP, at 1400, 350 – 7 Ave S.W, Calgary, Alberta T2P 3N9, at 9:00 a.m. (Mountain Time) on June 22, 2021 (the “ Meeting ”), and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Special Meeting (the “ Notice of Meeting ”). Unless specified otherwise, the information contained in this Information Circular is current as at May 12, 2021.

In addition to solicitation by mail, proxies may be solicited in person or by telephone, fax, email, and other means of communication, and by directors, officers, and employees of the Company who will not be specifically remunerated for their solicitation activities.

To proactively deal with the unprecedented public health impact of the coronavirus, also known as COVID-19 (“COVID-19”) and Provincial and Federal guidance regarding public gatherings, Shareholders and proxyholders are strongly encouraged NOT to attend the Meeting in person. The COVID-19 virus is causing unprecedented social and economic disruption and we want to ensure that no one is unnecessarily exposed to any risks. Furthermore, so that the Company can mitigate potential risks to the health and safety of Shareholders, employees, and the community, there will be strict limitations on the number of persons permitted entry to the Meeting and anyone who is not a registered Shareholders or proxyholder will not be permitted entry.

The Company urges all Shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to listen to the Meeting through the live conference call details provided below:

call in (audio only)

+1 587-747-4106 Canada, Calgary Phone Conference ID: 346 560 821#

Alternate Local Numbers

Canada, Toronto +1 437-703-4692

Canada, Vancouver +1 778-655-6388

United States, Chicago +1 872-239-5794

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United States, Dallas +1 469-998-6023

United States, Los Angeles +1 323-553-3576 United States, New York City +1 929-229-5548

Shareholders who dial in to the Meeting through the call details above will not be able to vote on the matters put forth at the Meeting. Only those registered Shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting.

The COVID-19 situation is dynamic and continues to evolve daily. If events arise that require the Company to make changes to the date, time and/or location of the Meeting it will promptly notify Shareholders and communicate any changes through a press release. The Company intends to resume holding unrestricted in-person shareholder’s meetings in future years.

PROXIES

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their proper form of proxy to the Corporation’s transfer agent, Odyssey Trust Company, 1230, 300 – 5[th] Avenue SW, Calgary AB T2P 3C4, Attention: Proxy Department (the “ Transfer Agent ”), in the enclosed self-addressed envelope. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in Alberta, prior to the Meeting or any adjournments or postponements thereof. A proxy must be executed by the Shareholder or by its duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may use the internet http://odysseytrust.com/Transfer-Agent/Login to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder’s behalf and to convey a Shareholder’s voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the “Management Designees”). Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed

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proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder’s attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Exercise of Discretion with Respect to Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting, by ballot or otherwise, in accordance with the indicated instructions. In the absence of any such direction, such Common Shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any amendment or variation to matters identified in the Notice of Meeting or proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment of postponement thereof, it is the intention of the Management Designees, if named as proxyholder, to vote such proxies in accordance with their best judgment. Unless otherwise stated, the Common Shares represented by the enclosed proxy will be voted in favour of the election of nominees set forth in this Information Circular. As of the date of this Information Circular, management of the Corporation is not aware of any amendments, variations or other matters to come before the Meeting.

Advice to Non-Registered Shareholders

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Non-registered Shareholders are advised that only proxies from Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in most cases those Common Shares will not be registered in the Shareholder’s name on the records of the Corporation. In Canada, such Common Shares will likely be registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from nonregistered Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a non-registered Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder

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(i.e., the broker or agent of the broker) how to vote on behalf of the Non- Registered Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine- readable voting instruction form, mails those forms to non-registered Shareholders and asks non-registered Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Non-Registered Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a non-registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a non-registered Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Non-registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the Amended Option Plan Resolution, the 24 Month Resolution, and the Amended Escrow Agreement Resolution (as those terms are defined below).

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited Common Shares without par value and an unlimited number of non-voting preferred shares (“ Preferred Shares ”) without nominal or par value and issuable in series. As at the date of this Information Circular, there are 7,716,500 Common Shares and no Preferred Shares issued and outstanding. The directors have fixed May 18, 2021 as the record date (the “ Record Date ”). Shareholders of record at the close of business on the Record Date, are entitled to vote at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive officers of the Company, there are no Shareholders who beneficially own, directly or indirectly, or exercise control or direction over, voting shares of the Company carrying more than 10% of the voting rights attached to all of the issued and outstanding voting shares of the Company.

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PARTICULARS OF MATTERS TO BE ACTED UPON

Elimination of the Requirement to Complete a Qualifying Transaction Within 24 Months of Listing Date and Associated Consequences

The Company is a Capital Pool Company (as defined by the TSX Venture Exchange (the “ Exchange ”)). On December 1, 2020, the Exchange announced changes to its Capital Pool Company program and Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”). The changes to Policy 2.4 (the “ Updated CPC Policy ”) became effective on January 1, 2021. At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution in the form set forth below of disinterested Shareholders removing the applicability of section 14.13 of Policy 2.4 to reflect the Updated CPC Policy, thereby removing the requirement of the Company to complete a Qualifying Transaction (as defined by the Exchange) within 24 months of its date of listing on the Exchange (the “ Listing Date ”), and removing the associated consequences of not completing such requirement (the “ 24 Month Resolution ”).

Under Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having the Common Shares delisted or suspended from the Exchange, (ii) or, subject to the approval of the majority of Shareholders, transferring the Common Shares to list on the NEX, a separate board of the Exchange for listed companies that have fallen below the Exchange’s ongoing listing standards, and cancelling certain seed Common Shares. The Updated CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under Policy 2.4, will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders, the Company and the resulting issuer, by allowing increased flexibility to complete such a transaction. Further, this change will allow the Company to better withstand any potential volatility in the capital markets which was clearly evident in 2020 with the COVID- 19 pandemic.

The 24 Month Resolution requires that the votes attached to the shares held by Non-Arm’s Length Parties (as defined by the Exchange) to the Company who own Seed Shares (as defined by the Exchange) and their Associates and Affiliates (as defined by the Exchange) are excluded from calculation of the approval. The following Shareholders, who in aggregate, hold or control, directly or indirectly, 1,700,000 Common Shares held in escrow, will be excluded from the vote: Mihalis Sapountzoglou, Maurice Levesque, Eric McFadden, Victor Therrien and Glenn Warkentin.

The Board of Directors of the Company (the “ Board ”) recommends the adoption of the 24 Month Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the 24 Month Resolution.

The text of the 24 Month Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the removal of the potential consequences of the Company failing to complete a Qualifying Transaction within 24 months after the date of listing of the Common Shares on the Exchange under Policy 2.4 in accordance

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with the Updated CPC Policy, is hereby authorized, confirmed and approved; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

Amendments to the Escrow Agreement

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “ Amended Escrow Agreement Resolution ”), allowing the Company to make certain amendments to the Company’s escrow agreement dated August 14, 2018 (the “ Escrow Agreement ”) to reflect the Updated CPC Policy.

The Escrow Agreement was initially entered into under Policy 2.4 and in the form of escrow agreement published by the Exchange as at June 14, 2010. The current Escrow Agreement imposes restrictive escrow conditions on the securities held by directors, officers and the holders of Seed Shares acquired prior to the completion of the Company’s initial public offering of Common Shares on October 31, 20218 (the “ IPO ”). For the Company, such securities are subject to restrictions on transfer until the competition of a Qualifying Transaction, after which such securities begin to be released over a 36 month period. Under the Updated CPC Policy and the new form of escrow agreement effective as at January 1, 2021, the Company’s escrowed securities will be subject to only an 18 month escrow release schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction, and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date.

In addition, the Company wishes to amend the Escrow Agreement as follows to also reflect the Updated CPC Policy: (i) all incentive stock options granted prior to the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Company’s IPO with an exercise price that is less than the issue price of the Common Shares issued in the IPO, and (b) any Common Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.

The Amended Escrow Agreement Resolution requires the approval of disinterested Shareholders (“ Disinterested Approval ”). All parties to the Escrow Agreement, who in aggregate, hold or control, directly or indirectly, 3,500,000 Common Shares, including the following directors and officers the Company, will be excluded from the vote: Mihalis Sapountzoglou, Peter Karos, Maurice Levesque, Eric McFadden, Victor Therrien, Robert Kagel, Ines Maria Pujana Mena and Glenn Warkentin.

If the Amended Escrow Agreement Resolution receives Disinterested Approval, the Company will work with the escrow agent to finalize the amendments and a new Escrow Agreement will replace the current Escrow Agreement, and this new Escrow Agreement will be filed on SEDAR. If not approved, the current Escrow Agreement will continue in full force and effect.

The Board recommends the adoption of the Amended Escrow Agreement Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Amended Escrow Agreement Resolution.

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The text of the Amended Escrow Agreement Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the Company is authorized and approved to amend the Escrow Agreement to make the changes as are deemed necessary for the Escrow Agreement to reflect the Updated CPC Policy, including the changes to the escrow release schedule contained in the Updated CPC Policy; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

Adopting Payment of Finder’s Fees to Non-Arm’s Length Parties

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution in the form set forth below of disinterested Shareholders adopting the applicability of section 7.3 of Policy 2.4 to reflect the Updated CPC Policy, thereby permitting payment of finder’s fees to NonArm’s Length Parties (the “ Finder’s Fee Resolution ”).

Under the previous Policy 2.4, the Company was prohibited from paying finder’s fees or commissions to Non-Arm’s Length Parties. The Updated CPC Policy permits payments of finder’s fees to a Non-Arm’s Length Party to the Company, notwithstanding section 3.2(a) of Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions, provided that the same is done in compliance with section 7.3 of the Updated CPC Policy.

The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under Policy 2.4, will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders, the Company and the resulting issuer, by allowing increased flexibility to complete such a transaction.

The Finder’s Fee Resolution requires that the votes attached to the shares held by Non-Arm’s Length Parties to the Company and their Associates and Affiliates are excluded from calculation of the approval. The following Shareholders, who in aggregate, hold or control, directly or indirectly, 1,700,000 Common Shares held in escrow, will be excluded from the vote: Mihalis Sapountzoglou, Maurice Levesque, Eric McFadden, Victor Therrien and Glenn Warkentin.

The Board recommends the adoption of the Finder’s Fee Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Finder’s Fee Resolution.

The text of the Finder’s Fee Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the permitting the payment of any finder’s fee

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or commission to a Non-Arm’s Length Party to the Company upon completion of the Qualifying Transaction, is hereby authorized, confirmed and approved; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

Amendments to the Option Plan

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “ Amended Option Plan Resolution ”), approving certain amendments to the Company’s Stock Option Plan (the “ Plan ”) to update it in accordance with the updates to Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) in the Corporate Finance Manual of the TSX Venture Exchange (the “ Exchange ”) which become effective January 1, 2021 (the “ Updated CPC Policy ”).

The principal amendment that the Company wishes to make to the Plan is to change it to a “10% rolling” plan, in accordance with the Updated CPC Policy, such that the total number of common shares of the Company (“ Common Shares ”) that may be reserved for issuance pursuant to options under the Plan may not exceed 10% of the Common Shares issued and outstanding at the date of grant.

The Plan, which was adopted by the Board on August 14, 2018 and initially approved by Shareholders on August 29, 2019, provides that the total number of Common Shares reserved for issuance pursuant to options under the Plan shall not exceed 10% of the Common Shares outstanding as at the closing of the Company’s IPO. At the closing of the IPO, 7,716,500 of the Company’s Common Shares were issued and outstanding, meaning that under the current Plan, a maximum of 771,650 Common Shares can be reserved for issuance pursuant to options under the Plan.

As of the date hereof, there are nil Common Shares of the Company available for future grants as options under the Plan. In keeping with the purpose of the Plan, the Company believes that options are a valuable mechanism that assist in compensating, attracting, retaining and motivating persons such as directors, officers, employees and consultants of the Company and its affiliates and closely aligns the personal interests of such persons to that of the Shareholders by providing such persons the opportunity, through options, to acquire an increased proprietary interest in the development and financial success of the Company. As there are no options remaining that are available for future grants under the Plan, the Company wishes to amend the Plan so that the total number of Common Shares that may be reserved for issuance pursuant to options under the Plan may not exceed 10% of the Common Shares issued and outstanding at the date of grant.

The Company also wishes to amend the Plan in accordance with the Updated CPC Policy such that prior to the completion of a Qualifying Transaction: (i) the number of Common Shares reserved for issuance as options under the Plan to any individual director or senior officer may not exceed 5% of the Common Shares outstanding as at the date of grant, rather than at the closing of the IPO; (ii) the number of Common Shares reserved for issuance as options under the Plan to Consultants (as defined in the Plan), may not exceed 2% of the Common Shares outstanding as at the date of grant, rather than at the closing of the IPO; and (iii) no options granted pursuant to the Plan may be granted unless the optionee first enters into an escrow agreement agreeing to deposit the options, and the Common Shares acquired pursuant of the exercise of such options, into escrow as described in the escrow agreement. The amendments to the Plan

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are set out in the blacklined version of the Plan attached as Appendix 1 to this Information Circular (the “ Amended Plan ”).

The Amended Option Plan Resolution requires the votes attached to the Common Shares held by Insiders (as defined by the Exchange) to whom options may be granted under the Amended Plan and their Associates and Affiliates are excluded from the calculation of any such approval. The following current and former directors and officers, who in aggregate, hold or control, directly or indirectly, 2,900,000 Common Shares, will be excluded from the vote: Mihalis Sapountzoglou, Peter Karos, Maurice Levesque, Eric McFadden, Victor Therrien, Robert Kagel and Glenn Warkentin.

If Disinterested Approval is obtained at the Meeting, the Amended Plan will replace the current Plan, and the Amended Plan will be filed on SEDAR. If not approved, the current Plan will continue in full force and effect.

The Board recommends the adoption of the Amended Option Plan Resolution and has approved the amendments to the Plan, subject to Shareholder and Exchange approvals. The Exchange has conditionally approved the adoption of the amendments to the Plan, subject to Disinterested Approval. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Amended Option Plan Resolution.

The text of the Amended Option Plan Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the adoption of the Company’s Amended Plan as described in this Information Circular, with such amendments as are set out in the blacklined version of the Plan attached as Appendix 1 to this Information Circular, is hereby authorized, ratified, confirmed and approved, subject to final regulatory approval; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed elsewhere herein, none of the directors, executive officers, principal Shareholders, or informed persons (as defined in National Instrument 51-102 Continuous Disclosure Obligations ), and no associate or affiliate (as defined by securities legislation) of any of them, has or has had any material interest in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transactions which has materially affected or would materially affect the Corporation.

There are potential conflicts of interest to which the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. Conflicts, if any, will be subject to the

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procedures and remedies available under the Canada Business Corporations Act (” CBCA ”). The CBCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided by the CBCA.

ADDITIONAL INFORMATION

Any request for these documents can be made by contacting the Secretary of the Corporation at 1400, 350 -7[th] Ave SW, Calgary, Alberta, T2P 3N9. Information relating to the Corporation can also be obtained on SEDAR under the Corporation’s profile at www.sedar.com.

APPROVAL OF THE BOARD OF DIRECTORS

The contents and the sending of this Information Circular have been approved by the Board.

Dated: May 12, 2021

BY ORDER OF THE BOARD OF DIRECTORS OF BLUEWATER ACQUISITION CORP.

(signed) “ Mihalis Sapountzoglou”

Mihalis Sapountzoglou – Chief Executive Officer and Chief Financial Officer

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APPENDIX 1

Blackline Stock Option Plan

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BLUEWATER ACQUISITION CORP.

STOCK OPTION PLAN

1.0 Purposes

• 1.1 The purposes of this Plan are to attract and retain Directors, Employees, and Consultants, and align the interests of the Directors, Employees, and Consultants with the interests of the Shareholders.

2.0 Administration

• 2.1 The Board shall administer this Plan and fix the terms of each Option.

• 2.2 The terms of each Option must comply with the requirements of the following:

• (a) this Plan;

• (b) Canadian Securities Legislation;

• (c) if the Common Shares are listed on the Exchange, but the Issuer has not yet completed a Qualifying Transaction, then Exchange Policy 2.4 Capital Pool Companies and Exchange Policy 4.4 Incentive Stock Options ; and

• (d) if the Common Shares are listed on the Exchange, and the Issuer has completed a Qualifying Transaction, then Exchange Policy 4.4 Incentive Stock Options .

3.0 Eligibility

• 3.1 The Optionee must be a Director, Employee, or Consultant at the time an Option is granted, in order to be eligible to receive the Option.

4.0 Common Shares Subject to Plan

• 4.1 The total number of Common Shares that the Issuer reserves pursuant to the exercise of Options must not exceed 10% of the outstanding Common Shares, calculated on the date that any Option is granted to an Optionee.

5.0 Participation Limits

• 5.1 The number of Common Shares reserved under option for issuance to any Optionee must not exceed 5% of the Common Shares outstanding, calculated on the date any Option is granted to the Optionee.

• 5.2 The number of Common Shares reserved under option for issuance to any Optionee that is a Consultant must not exceed 2% of the Common Shares outstanding, calculated on the date any Option is granted to the Optionee.

• ~~5.25~~ .3 The total number of Options that the Issuer grants to any one Optionee, other than an Optionee that is a Consultant, in a 12-month period must not exceed 5% of the outstanding Common Shares, calculated on the date any Option is granted to the Optionee, calculated on the date any

Option is granted to the Optionee.

• ~~5.35~~ .4 The total number of Options that the Issuer grants to any one Optionee that is a Consultant in a 12-month period must not exceed 2% of the outstanding Common Shares, calculated on the date any Option is granted to the Optionee.

6.0 Exercise Price

• 6.1 If the Common Shares are not listed on the Exchange, then the minimum exercise price of each Option must not be less than $0.10.

• 6.2 If the Common Shares are listed on the Exchange, but the Issuer has not yet completed a Qualifying Transaction, then the minimum exercise price of each Option must not be less than the greater of $0.10 and the Discounted Market Price.

• 6.3 If the Common Shares are listed on the Exchange and the Issuer has completed a Qualifying Transaction, then the minimum exercise price of each Option must not be less than the Discounted Market Price.

7.0 Vesting

• 7.1 No Option may vest before the completion of the Qualifying Transaction.

8.0 Expiry Date

• 8.1 The expiry date of an Option must not be more than ten years after the grant date.

• 8.2 If an Optionee ceases to be a Director, Employee, or Consultant for any reason, other than death, then the Optionee may exercise any Option that has already vested at any time during the period that terminates on the later of the date that is (a) three months after such cessation; and (b) 12 months after the completion of the Qualifying Transaction.

• 8.3 If an Optionee dies, then any Option held by the Optionee will automatically vest, and the heirs or administrators of the Optionee may exercise the Option at any time during the period that terminates on the earlier of expiry date of the Option and the 12-month anniversary of the death of the Optionee.

• 8.4 Notwithstanding any other provision of this Plan, any Option that would expire during or within ten Business Days immediately following a Blackout Period will expire on the date that is ten Business Days immediately following the end of the Blackout Period.

8.4	Notwithstanding any other provision of this Plan, any Option that would expire during or within ten Business Days immediately following a Blackout Period will expire on the date that is ten Business Days immediately following the end of the Blackout Period.
8.5	The exercise of any Option will be contingent upon receipt by the Issuer of payment for the full exercise price of the Shares being purchased in cash by way of certified cheque or bank draft. No
	Optionee or the legal representatives, legatees or distributees of the Optionee will be, or will be deemed to be, a holder of any Shares subject to an Option under the Plan unless and until certificates for such Shares are issued to the Optionee or such other persons under the terms of the Plan, provided, however, that for the time that the Issuer is a CPC, no Option granted pursuant to this Plan granted unless the Optionee first enters into an escrow agreement with the Issuer agreeing to deposit the Options, and the Shares acquired pursuant to the exercise of such
	Options, into escrow until the issuance of the Final QT Exchange Bulletin and in accordance with the terms of the escrow agreement and Policy 2.4 of the TSXV Manual.

9.0 Adjustment

• 9.1 If there is a stock consolidation, stock split, stock dividend, stock reclassification, exchange of shares, amalgamation, arrangement, spin-off, or distribution (other than normal cash dividends) of the assets of the Issuer to Shareholders, or any other change in the capital of the Issuer affecting the Common Shares, the Board will make such proportionate adjustments, if any, as the Board in its discretion deems appropriate to reflect such change (for the purpose of preserving the value of the Options), and such adjustment will be conclusive and binding for all purposes.

10.0 Shareholder Approval

• 10.1 The Issuer must obtain Shareholder Approval of this Plan on an annual basis, at each annual meeting of the Shareholders at which Directors are to be elected.

11.0 Assignment

• 11.1 Each Option must be non-assignable and non-transferable.

12.0 Amendment to an Option

• 12.1 The Issuer may amend the terms of any Option on the condition that:

• (a) the amendment complies with Canadian Securities Legislation;

• (b) the amendment complies with Exchange Policy 4.4 Incentive Stock Options ; and

• (c) the Issuer obtains prior Exchange acceptance of the amendment (unless the amendment is to:

  • (i) reduce the total number of Common Shares reserved pursuant to the exercise of the Option;

  • (ii) increase the exercise price of the Option; or

  • (iii) cancel the Option;

in which case no Exchange acceptance will be required);

• (d) if the amendment is in respect of an Option held by an Insider, but excluding an amendment to extend the expiry date of an Option, the Issuer obtains Shareholder Approval;

• (e) if the amendment is to reduce the exercise price in respect of an Option held by an Insider, the Issuer obtains Shareholder Approval

• ~~(e)~~ (f) if the amendment is to the exercise price of an Option, at least six months have elapsed since the later of the date that the Issuer granted the Option, the date that the Common Shares commenced trading on the Exchange, or the date that the exercise price of the Option was last amended;

• ~~(f)(~~ g) if the amendment is to reduce the exercise price to the Discounted Market Price, the

Exchange Hold Period is applied from the date of the amendment; and

• ~~(g)~~ (h) if the amendment is to extend the expiry date of an Option:

• (i) the Option has been outstanding for at least one year before the extension; and

• (ii) the extension is treated as a grant of a new Option, and therefore the amended Option complies with the pricing and other requirements of Exchange 4.4 Incentive Stock Options as if it were a newly granted Option.

13.0 Amendment of this Plan

• 13.1 The Issuer may amend the terms of this Plan on the condition that:

• (a) it obtains prior Exchange acceptance of such amendment; and

• (b) it obtains prior Shareholder Approval of such amendment (unless the amendment is to:

  • (i) fix typographical errors; or

  • (ii) clarify existing provisions of the Plan that do not have the effect of altering the scope, nature, and intent of such provisions;

in which case no Shareholder Approval will be required.)

14.0 Disclosure

• 14.1 After the Common Shares are listed on the Exchange, then, except as stated in section 14.2, the Issuer shall disseminate a news release containing the information prescribed by Exchange Policy 4.4 Incentive Stock Options on the date it grants or amends the terms of any Option.

• 14.2 Notwithstanding section 14.1, the Issuer need not disseminate a news release disclosing the grant of an Options on the condition that the Option is granted to an Employee or Consultant that is not a Director or an officer of the Issuer or performing Investor Relations Activities, except where the grant constitutes a “material fact” or a “material change” under Canadian Securities Legislation.

15.0 Governing Law

• 15.1 The laws of the Province of Alberta, and the laws of Canada applicable in that province, excluding any rule or principle of conflicts of law that may provide otherwise, govern the interpretation of this Plan.

16.0 Definitions

• 16.1 In this Plan, the following definitions apply:

“ Blackout Period ” means, with respect to any Optionee, the period of time when, pursuant to any policies of the Issuer, securities of the Issuer may not be traded by such Optionee, including any period when such Optionee has material undisclosed information, but excluding any period during which a security commission or similar regulatory authority has halted trading in the securities of

the Issuer.

“ Board ” means the board of directors of the Issuer.

“ Business Day ” means any day that is not a Saturday, a Sunday, or a general holiday under the Employment Standards Code (Alberta).

“ Common Shares ” means the common shares in the capital stock of the Issuer.

“ Consultant” means, in relation to the Issuer, an individual (other than a Director or Employee of the Issuer) or a compan ~~yCompany~~ that:

• (a) is engaged to provide on an ongoing bona fide basis, consulting, management, technical, or other services to the Issuer or any of its Subsidiaries, other than services provided in relation to a Distribution;

• (b) provides the services under a written contract between the Issuer or any of its Subsidiaries and the individual or the Company, as the case may be;

• (c) in the reasonable opinion of the Issuer, spends or will spend a significant amount of time and attention on the affairs and business of the Issuer or any of its Subsidiaries; and

• (d) has a relationship with the Issuer or any of its Subsidiaries that enables the individual or the Company to be knowledgeable about the business and affairs of the Issuer.

“ Director ” means a director of the Issuer or any of its Subsidiaries and any Company, all of whose securities are owned by such director.

“ Discounted Market Price ” means the Market Price less the following maximum discounts based on closing price (and subject, notwithstanding the application of any such maximum discount, to a minimum price per Common Share of $0.05):

Closing Price	Discount
Up to $0.50	25%
$0.51 to $2.00	20%
Above $2.00	10%

“ Distribution ” has the meaning ascribed to the term “distribution” in the Securities Act (Alberta), and generally refers to the sale of securities from the treasury of the Issuer.

“ Employee ” means:

• (a) an individual who is considered an employee of the Issuer or any of its Subsidiaries under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canadian Pension Plan deductions must be made at source), and any Company, all of whose securities are owned by such individual;

• (b) an individual who works full-time for the Issuer or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and

direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source, and any Company, all of whose securities are owned by such individual; or

• (c) an individual who works for the Issuer or any of its Subsidiaries on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source, and any compan ~~yCompany,~~ all of whose securities are owned by such individual.

“ Exchange ” means TSX Venture Exchange Inc.

“ Exchange Hold Period ” has the meaning ascribed to that term in Exchange Policy 1.1 Interpretation .

“ Final QT Exchange Bulletin ” has the meaning given to such term in Exchange Policy 2.4 Capital Pool Companies ;

“ Insider ” means:

• (a) a Director or a senior officer of the Issuer;

• (b) a director or senior officer of a compan ~~yCompany~~ that is an Insider or Subsidiary of the Issuer;

• (c) an individual or a compan ~~yCompany~~ that beneficially owns or controls, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all of the outstanding Common Shares; or

• (d) the Issuer itself if it holds any of its own securities.

“ Investor Relations Activities ” means has the meaning ascribed to that term in Exchange Policy 1.1 Interpretation .

“ IPO ” means the initial public offering of the Common Shares pursuant to its first prospectus.

“ Issuer ” means Bluewater Acquisition Corp.

~~“~~ Market Price ” means the last closing price of the Common Shares before either the issuance of the news release or the filing of the price reservation form in the form of TSXV Form 4A required to fix the price at which the Common Shares are to be issued or deemed to be issued, except under the circumstances, where applicable, specified by the Exchange in Exchange Policy 1.1 Interpretation .

“ Option ” means an option to purchase Common Shares under this Plan.

“ Optionee ” means an individual or a company ~~Company~~ to whom an Option is granted pursuant to this Plan.

“ Plan ” means this stock option plan dated August 14, 2018.

“ Qualifying Transaction ” has the meaning ascribed to that term in Exchange Policy 2.4 Capital Pool Companies .

“ Shareholder ” means a holder of Common Shares.

“ Shareholder Approval ” means a resolution passed by a majority of the votes cast by the Shareholders who voted in respect of that resolution at a meeting of the Shareholders unless the resolution is in respect of an amendment to this Plan described in section 3.10(a) of Exchange Policy 4.4 Incentive Stock Options or an amendment pursuant to section 12.1(e) of the Plan, in which case the term means a resolution passed by a majority of the votes cast by the disinterested Shareholders who voted in respect of that resolution at a meeting of the Shareholders.

• 16.2 A compan ~~yCompany~~ is a “ Subsidiary ” of the Issuer if the voting securities of that company ~~Company:~~

• (a) are held, other than by way of security only, by or for the benefit of the Issuer; and

• (b) if voted, entitle the Issuer to elect a majority of the directors of that company ~~Company.~~

This Plan was adopted by the Board on August 14, 2018.