HAW Capital 2 Corp. — Proxy Solicitation & Information Statement 2021

Jun 3, 2021

HAW CAPITAL 2 CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 24, 2021

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) in the capital of HAW Capital 2 Corp. (“ HAW2 ” or the “ Company ”) will be held on June 24, 2021 at 10:00 a.m. (Calgary time) at the registered office of the Company located at 4500, 855 - 2nd Street S.W. Calgary, Alberta, T2P 4K7, Canada.

The Meeting will be held for the following purposes:

1. to receive the annual audited financial statements of the Company for the fiscal year ended December 31, 2020, together with the report of the auditors thereon;

2. to elect the directors of the Company for the ensuing year;

3. to appoint KPMG LLP, as the auditors of the Company for the ensuing year and to authorize the board of directors of the Company to fix their remuneration;

4. to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, the full text of which is set out in the attached Information Circular (the “ Circular ”), to amend the Stock Option Plan of the Company in accordance with certain changes to the TSX Venture Exchange (the “ Exchange ”) Policy 2.4 – Capital Pool Companies (the “ Updated CPC Policy ”);

5. to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, the full text of which is set out in the Circular, to alter the Qualifying Transaction timeframe in accordance with the Updated CPC Policy;

6. to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, the full text of which is set out in the Circular, authorizing the Company to make certain amendments to the Company’s Escrow Agreement in accordance with the Updated CPC Policy;

7. to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, the full text of which is set out in the Circular, approving the ability of the Company to pay a finder’s fee to a non-arms length party in accordance with the Updated CPC Policy; and

8. to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

Shareholders should refer to the Circular for more information with respect to the matters to be considered at the Meeting.

In the event the Company decides to change the date, time and/or location of the Meeting as part of its efforts to reduce the spread of COVID-19, the Company will issue a press release announcing the change and take all reasonable steps necessary to inform all the parties involved in the proxy infrastructure, including intermediaries and the Company’s transfer agent, of the change. The Company strongly encourages each Shareholder to submit a form of proxy or voting instruction form in advance of the Meeting and not to plan on attending the Meeting in person, in order to comply with government and public health directives regarding physical distancing. All Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described below, as in-person voting at the time of the Meeting may not be possible.

Only Shareholders at the close of business on May 20, 2021(the “ Record Date ”) are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof.

Shareholders may vote in person at the Meeting or any adjournments or postponements thereof, or they may appoint another person (who needs not be a Shareholder) as their proxy to attend and vote in their place.

To be valid, proxy forms must be dated, completed, signed and forwarded to Odyssey Trust Company, 1230, 300 - 5 Avenue S.W., Calgary, Alberta T2P 3C4 no later than 10:00 a.m. (Calgary time) on June 22, 2021, or if the Meeting is adjourned or postponed, by 10:00 a.m. (Calgary time) on the second business day prior to the date on which the Meeting is reconvened.

Calgary, Alberta May 21, 2021

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Scott McGregor ” Scott McGregor Chief Executive Officer and Director