Ceapro Inc. — Proxy Solicitation & Information Statement 2024

Feb 15, 2024

CEAPRO INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND OPTIONHOLDERS

TO BE HELD ON MARCH 12, 2024

NOTICE IS HEREBY GIVEN THAT pursuant to an order (the “ Interim Order ”) of the Court of King’s Bench of Alberta dated January 18, 2024, a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) in the capital of Ceapro Inc. (the “ Company ”) and the holders (collectively with the Shareholders, the “ Securityholders ”) of options to purchase Shares will be held virtually via live webcast at www.virtualshareholdermeeting.com/CZO2024SM at 9:00 a.m. (Mountain Standard Time) on March 12, 2024 for the following purposes:

1. to consider, pursuant to the Interim Order, and, if thought advisable, to approve, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of the Company dated February 9, 2024 (the “ Circular ”), to approve a plan of arrangement (the “ Plan of Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”), as more particularly described in the Circular (the “ Arrangement ”); and

2. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Particulars of the foregoing matters are set forth in the Circular. The board of directors of the Company has fixed the close of business on January 12, 2024 as the record date (the “ Record Date ”) for the determination of the Securityholders entitled to receive notice of, and to vote at, the Meeting. Only Securityholders whose names have been entered in the register of Securityholders maintained by the Company as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting. With respect to Shareholders who acquire Shares after the Record Date, such persons will not be entitled to vote at the Meeting unless, after the Record Date, (i) the transferee of such Shares produces properly endorsed Share certificates evidencing such Shares or otherwise establishing that it owns such Shares, and (ii) the transferee requests, at least 10 days before the Meeting, that it be included in the list of Shareholders entitled to vote.

Securityholders are entitled to vote at the Meeting virtually or by proxy, as described in the Circular under the heading “ General Proxy Matters ”. Only registered Securityholders or the persons appointed as their proxies are entitled to virtually attend and vote at the Meeting. For information with respect to Shareholders who own their Shares through an intermediary, see “ General Proxy Matters — Non-Registered Shareholders ”.

Whether or not you are able to virtually attend the Meeting, you are encouraged to provide voting instructions on the enclosed instrument of proxy as soon as possible. Broadridge Investor Communications Corporation must receive your proxy no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Sundays, Saturdays and statutory holidays in the Province of Alberta) prior to the time set for the adjourned or postponed Meeting. You may personally deliver or send your proxy by either (i) using the envelope provided, or (ii) mailing the proxy to Broadridge Investor Communications Corporation, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario L3R 9Z9. You may also vote on the internet by going to www.proxyvote.com , entering the 16-digit control number found on the instrument of proxy and following the instructions. If you wish to vote on the internet, you must do so no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024.

If you are a non-registered Shareholder (for example, if you hold Shares in an account with an intermediary), you should follow the voting procedures described in the instrument of proxy or voting instruction form provided by your intermediary or call your intermediary for information as to how you can vote your Shares. Note that the deadlines set by your intermediary for submitting your instrument of proxy or voting instruction form may be earlier than the dates described above and non-registered Shareholders wishing to vote on the internet must do so no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024.

Late proxies may be accepted or rejected by the Chair of the Meeting at his or her sole discretion. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Registered Shareholders as at the Record Date have the right to dissent with respect to the Arrangement and, if the Arrangement becomes effective, to be paid the fair value of their Shares in accordance with the provisions of Section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. A Shareholder’s right to dissent is – more particularly described in the Circular under the heading “ Dissent Rights Dissenting Shareholders ”, the text of Section 190 of the CBCA is set forth in Appendix E of the Circular and a copy of the Interim Order is attached as Appendix D of the Circular. Please refer to the Circular for a description of the right to dissent in respect of the Arrangement.

Failure to strictly comply with the requirements set forth in Section 190 of the CBCA (as modified by the Interim Order and the Plan of Arrangement, as applicable) with respect to the Arrangement may result in the loss of any right to dissent. Persons who are beneficial owners of Shares as at the Record Date registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered Shareholders as at the Record Date are entitled to dissent. Accordingly, a beneficial Shareholder as at the Record Date wishing to exercise the right to dissent must make arrangements for the registered Shareholder to dissent on behalf of the beneficial Shareholder or, alternatively, such beneficial Shareholder may make arrangements for its Shares to be registered in such beneficial Shareholder’s name prior to the time the written objection to the Arrangement is required to be received by the Company.

If you have any questions or require more information with regard to the transactions described herein or the procedures for voting, please contact the Company’s proxy solicitation agent, Morrow Sodali, at (800) 662-5200 toll free in North America, or call outside North America at (203) 658-9400, or by email at ceapro@investor.morrowsodali.com.

DATED this 9th day of February, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF CEAPRO INC .

By: (Signed) Ronald W. Miller

Chair of the Special Committee of the Board of Directors of Ceapro Inc.