BluMetric Environmental Inc. — Proxy Solicitation & Information Statement 2025

Feb 18, 2025

BLUMETRIC ENVIRONMENTAL INC.
1682 Woodward Drive, Ottawa, Ontario, K2C 3R8

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of the Shareholders (the “Meeting”) of BluMetric Environmental Inc. (the “Corporation”) will be held at the Brookstreet Hotel, 525 Legget Drive, Ottawa ON K2K 2W2 on Wednesday, March 19, 2025 at 1:00 p.m. (EDT) for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial year ended September 30, 2024 and the auditors’ report thereon;
2. to elect the directors of the Corporation;
3. to appoint MNP the auditor of the Corporation and to authorize the board of directors to fix their remuneration;
4. to consider and, if deemed appropriate, to pass a resolution to approve an amendment to the BluMetric Environmental Inc. Amended and Restated Stock Option Plan 2022 (the “Original Plan”) to increase the number of common shares available under the Original Plan from 4,500,000 common shares to 5,500,000 common shares, representing approximately 14.9% of the issued and outstanding common shares of the Corporation, as more fully described in the accompanying management proxy circular (the “Option Plan Resolution”) resulting in the BluMetric Environmental Inc. Amended and Restated Stock Option Plan 2025 (the “Amended Plan”); and
5. to transact such further or other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

Accompanying this notice are the management proxy circular containing details of the matters to be dealt with at the Meeting, the audited financial statements of the Corporation for the financial year ended September 30, 2024 together with management’s discussion and analysis thereon, to shareholders who requested them, and a form of proxy.

If shareholders do not plan to attend in person, the Corporation encourages shareholders to vote on the matters before the Meeting by proxy in accordance with the instructions set out below and to join the Meeting by videoconference or teleconference. Shareholders can watch or listen to the Meeting but will not be permitted to vote at the Meeting unless the shareholder attends the Meeting in person.

Details to access the Meeting by teleconference are as follows:

Date and Time: Wednesday, March 19, 2025 at 1:00 pm (EDT)
Dial-in Number: 1-833-663-7151
Access Code: 552454312#

OR

Shareholders who instead would like to attend through videoconference are welcome to register through our website at https://www.blumetric.ca/agm2025/

Participants should dial in or connect approximately 5 to 10 minutes prior to the scheduled start time.

The Board of Directors urges you to complete, sign, date and return the enclosed proxy of the Corporation at its office set out above or to Odyssey Trust Company, Trader’s Bank Building 702 – 67 Yonge Street, Toronto ON M5E 1J8 or by facsimile at 1-800-517- 4553 or by internet as soon as possible. If your shares are held in the name of a broker or nominee (beneficial holders), you must provide voting instructions to the broker or nominee for your shares to be represented at the meeting.

Please return your proxy by 1:00 pm (EDT) on Monday, March 17, 2025 or if the meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to when the adjournment thereof is to be held, or your proxy may be deposited with the Chair of the Meeting at any time prior to the commencement of the Meeting or any adjournment thereof.

---

• 2 -

In order to be represented by proxy at the Meeting you must complete and submit the enclosed Form of Proxy or other appropriate form of proxy.

Dated at Ottawa, Ontario, this 3rd day of February 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Dan Hilton
Secretary