EnWave Corporation — Proxy Solicitation & Information Statement 2025

Feb 27, 2025

{00476157.4}

ENWAVE CORPORATION

1 – 1668 Derwent Way

Delta, B.C. V3M 6R9

Phone: 604-806-6110

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual General and Special Meeting of Shareholders (the "Meeting") of EnWave Corporation (the "Corporation") will be held on Thursday, March 27, 2025 at 1:00 p.m. Pacific Standard Time in Strategy Room 420 at the Morris J. Wosk Centre for Dialogue, 580 West Hastings Street, Vancouver, BC V6B 1L6 for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for its fiscal year ended September 30, 2024, together with the report of the auditors thereon;
2. to set the number of directors at five (5) for the ensuing year;
3. to elect the directors for the ensuing year;
4. to appoint PricewaterhouseCoopers LLP, Independent Registered Chartered Professional Accountants, as the Corporation's auditor for the ensuing year and to authorize the directors to fix their remuneration;
5. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Stock Option Plan, as more fully described in the accompanying Management Information Circular (the "Circular"); and
6. to transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular accompanying this notice. The Corporation's audited consolidated financial statements and related MD&A for the financial year ended September 30, 2024, have been mailed to those shareholders who have previously requested to receive them. They are available upon request to the Corporation and can be found on SEDAR+ at www.sedarplus.ca or on the Corporation's website at http://www.enwave.net. The Board of Directors of the Corporation has, by resolution, fixed the close of business on February 14, 2025, as the record date, being the date for the determination of the holders of common shares of the Corporation entitled to notice of and to vote at the Meeting and any adjournment(s) or postponement(s) thereof.

This notice is accompanied by the Circular, either a form of proxy for registered shareholders or a voting instruction form ("VIF") for certain beneficial shareholders and a supplemental mailing list return card. If you are unable to attend the Meeting, you should read the notes to the enclosed form of proxy or VIF, as applicable, and complete and return the proxy or VIF, as applicable, to the Corporation's registrar and transfer agent, Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment(s) thereof. In addition, Computershare provides both telephone voting and internet voting services as described on the form of proxy and VIF. If you are able to attend the Meeting, voting by telephone, by internet or by sending your proxy or VIF will not prevent you from voting at the Meeting.

If you are a non-registered shareholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder of the Corporation and do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting, either in person or by proxy.

DATED at Vancouver, British Columbia, this 14th day of February, 2025.

BY ORDER OF THE BOARD

(signed) Brent Charleton

Chief Executive Officer