California Nanotechnologies Corp. — Proxy Solicitation & Information Statement 2020

Nov 11, 2020

CALIFORNIA NANOTECHNOLOGIES CORP. 17220 Edwards Rd. Cerritos, California, 90703, USA

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

TAKE NOTICE THAT an Annual and Special Meeting (the "Meeting") of the shareholders of CALIFORNIA NANOTECHNOLOGIES CORP. (the "Corporation" or “Cal Nano”) will be held at the offices of Peterson McVicar LLP, Suite 902, 18 King Street East, Toronto, ON M5C 1C4. Due to the COVID-19 pandemic, shareholders are asked not to attend the meeting in person but to participate by Zoom teleconference as per below:

https://us02web.zoom.us/j/85009133527?pwd=K2poellabWdYVW1DNTlaMlVYMXdUUT09

Meeting ID: 850 0913 3527 Passcode: 075513 One tap mobile +16699009128,,85009133527#,,,,,,0#,,075513# US (San Jose) +12532158782,,85009133527#,,,,,,0#,,075513# US (Tacoma)

Dial by your location +1 669 900 9128 US (San Jose) +1 253 215 8782 US (Tacoma) +1 301 715 8592 US (Germantown) +1 312 626 6799 US (Chicago) +1 346 248 7799 US (Houston) +1 646 558 8656 US (New York) Meeting ID: 850 0913 3527 Passcode: 075513

on Wednesday, December 2, 2020 at 10:30 a.m. (Eastern Time) for the following purposes:

1. to receive and consider the financial statements of the Corporation for the year ended February 28, 2019, together with the report of the auditors thereon;

2. to receive and consider the financial statements of the Corporation for the year ended February 28, 2020, together with the report of the auditors thereon;

3. to elect the directors of the Corporation for the ensuing year;

4. to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditors;

5. to consider and, if deemed advisable, to pass, with or without variation an ordinary resolution, the full text of which is set forth in the accompanying management information circular of the Corporation, ratifying, adopting and approving the stock option plan of the Corporation and authorizing the Corporation's board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of the TSX Venture Exchange or, if required, the Toronto Stock Exchange;

6. to consider, and if deemed advisable, to pass a special resolution (the “Continuance Resolution”), the full text of which is set forth in the accompanying management information circular of the Corporation, authorizing the Corporation to make application for a Certificate of Continuance under the Ontario Business Corporations Act (the “OBCA”) which effects the continuance of the Corporation from the Alberta Business Corporations Act (the “ABCA”) to the OBCA (the “Continuance”);

7. to consider and, if deemed advisable, to pass, with or without variation a special resolution (the “Articles Amendment Resolution”) authorizing an amendment to the articles of the Corporation to allow the directors of the Corporation to appoint one or more directors up to a maximum of one third of the number of directors elected at the previous annual meeting of shareholders to hold office for a term expiring not later than the close of the next annual meeting of shareholders, as more particularly described in the Circular; and

8. to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Management Proxy Circular.

A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy, in accordance with the instructions set forth in the accompanying Management Proxy Circular and Instrument of Proxy. An Instrument of Proxy will not be valid unless it is deposited at the offices of Computershare Trust Company of Canada at 8th Floor, 100 University Ave., Toronto, ON M5J 2Y1, in the enclosed self-addressed envelope, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof. A person appointed as proxy holder need not be a shareholder of the Corporation.

Only shareholders of record as at the close of business on November 2, 2020 (the "Record Date") are entitled to receive notice of the Meeting.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED at Calgary, Alberta as of the 30th day of October 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Roger Dent

Director