IBEX TECHNOLOGIES INC. — Proxy Solicitation & Information Statement 2024

Feb 23, 2024

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NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

You are receiving this notification because IBEX Technologies Inc. (“ IBEX ” or the “ Corporation ”) has decided to use the Notice-and-Access model for the delivery of meeting materials to its shareholders (“ Shareholders ”) in respect of its Annual a n d S p e c i a l M eeting of Shareholders to be held on Wednesday, April 3, 2024 (the “ Meeting ”). Under Notice-and-Access, instead of receiving paper copies of IBEX’s Notice of Annual and Special Meeting and Management Proxy Circular (together, the “ Circular ”), Shareholders are receiving this Notice-and-Access Notification with information on how to access the Circular electronically. Digital copies of the Circular and Form of Proxy for the Meeting (collectively, the “ Proxy Materials ”) will be posted online, together with a copy of this notification. Shareholders are also receiving a paper copy of the Form of Proxy or Voting Instruction Form, as applicable, enabling them to vote by proxy in advance of the Meeting. This method of delivery is an environmentally responsible, cost-effective way to deliver Proxy Materials to Shareholders.

MEETING DATE AND LOCATION

WHEN: Wednesday, April 3, 2024 at 10:00 a.m. (eastern time) WHERE: Offices of Fasken Martineau DuMoulin LLP 800 rue du Square-Victoria, Suite 3500 Montréal, Québec, Canada

BUSINESS OF THE MEETING

At the Meeting, Shareholders as of the February 22, 2024 record date will receive and consider IBEX’s financial statements for the fiscal year ended July 31, 2023, and the auditor’s report thereon. Shareholders will also vote on the following resolutions:

1. ELECTION OF DIRECTORS: To elect directors of IBEX for the ensuing year. See the section entitled Election of Directors in the Circular;

2. APPOINTMENT OF AUDITOR: To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditor of the Corporation and authorize the Board of Directors of IBEX to set its remuneration. See the section entitled Appointment of Auditor in the Circular; and

3. AMALGAMATION RESOLUTION: To approve the amalgamation of IBEX and 15720273 Canada Inc. (the “ Buyer ”) under the Canada Business Corporations Act , substantially upon the terms and conditions set out in the amalgamation agreement to be entered into between the Corporation and the Buyer, and the delisting of IBEX’s shares from the TSX Venture Exchange. See the sections of the Circular entitled Background to and Reasons for the Amalgamation , Particulars of the Amalgamation , Principal Legal Matters , Acquisition Agreement , Support and Voting Agreements and Certain Canadian Federal Income Tax Considerations as well as Schedule A – Amalgamation Resolution and Schedule B – Amalgamation Agreement to the Circular.

The Board of Directors unanimously recommends that Shareholders vote FOR the Amalgamation Resolution, whereby Shareholders will receive a premium cash consideration for their IBEX shares.

The Board of Directors of IBEX also unanimously recommends that Shareholders vote FOR the election of all directors and the appointment of PricewaterhouseCoopers LLP. WHERE CAN I FIND THE PROXY MATERIALS?

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The Proxy-Related Materials are available on IBEX’s website at www.ibex.ca, under IBEX’s profile on SEDAR+ at www.sedarplus.ca, or by simply scanning the QR code.

HOW DO I OBTAIN A PAPER COPY OF THE CIRCULAR?

Registered Shareholders may request that a paper copy of the Circular be mailed to them at no cost by calling 1- 866-962-0498 (within North America - toll free) or +1-514-982-8716 (outside of North America - not toll free) and entering the 15-digit control number located on the proxy form. Beneficial Shareholders may request a paper copy by telephone at any time prior to the Meeting by calling 1-877-907-7643 and entering the 16-digit control number located on the VIF and following the instructions provided. For calls from outside North America, dial +1-303-562-9305 (not toll free). If a Shareholder does not have a control number, call toll-free at 1-877-907-7643 to request paper copies or for any enquiries regarding Notice-and-Access.

Paper copies of the Proxy-Related Materials must be requested as soon as possible, but no later than 5:00 p.m. (eastern time) on March 11, 2024 in order to allow Shareholders sufficient time to receive and review the Proxy-Related Materials and return the form of proxy or VIF not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournments or postponements thereof. After the Meeting, Shareholders may obtain paper copies of the Circular free of charge by contacting the Corporation at 5485 Paré Street, Montreal, Québec H4P 1P7 Canada.

HOW DO I VOTE?

There are several convenient ways to vote your shares:

BENEFICIAL SHAREHOLDERS	REGISTERED SHAREHOLDERS
Shares held with a broker, bank, or	Shares held in own name and represented by a
other intermediary.	physical certificate or DRS.
www.proxyvote.com	www.investorvote.com
Call or fax the number(s) listed on your Voting Instruction Form and vote using the Control Number provided therein.	Phone:1-866-732-8683 Fax:1-866-249-7775
Return the Voting Instruction Form in the enclosed postage-paid envelope.	Return the Form of Proxy in the enclosed postage-paid envelope.

WHERE CAN I DIRECT MY QUESTIONS?

If you have any questions regarding Notice-and-Access or require assistance in either obtaining proxy materials or in voting your shares, please contact IBEX’s proxy solicitation agent:

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LAUREL HILL ADVISORY GROUP

Inside North America, call toll-free: 1-877-452-7184 Outside North America, call collect: 416-304-0211

Email: assistance@laurelhill.com

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