ICEsoft Technologies Canada Corp. — Proxy Solicitation & Information Statement 2025

Jul 7, 2025

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ICESOFT TECHNOLOGIES CANADA CORP.

(the "Corporation")

340-600 Crowfoot Cres. NW

Calgary, Alberta T3G 0B4

Tel. No. (403) 663-3322

Fax No. (403) 663-3320

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Shareholders of ICEsoft Technologies Canada Corp will be held at the Corporation's offices at Suite 340, 600 Crowfoot Cres. NW, Calgary, AB T3G 0B4 (and broadcast live for viewing only via remote access using the Zoom online service) at 10:00 AM (Mountain Time) on Tuesday, June 24, 2025 to consider, and if appropriate to:

1. To set the number of directors at four (4);
2. Elect Bruce W. Derrick, Brian McKinney, Derrick Hunter, and Martin Shen as directors of the Corporation until the next annual meeting of the Corporation, as more particularly described in the accompanying Management Proxy Circular;
3. To appoint Baker Tilly WM LLP as auditors of the Corporation and authorize the board of directors to fix their remuneration as described in the accompanying Management Proxy Circular.

The accompanying Management Proxy Circular provides additional information relating to the matters to be dealt with at the Meeting and is expressly made a part of this Notice of Annual General Meeting of Shareholders.

The directors of the Corporation have fixed May 20, 2025 as the Record Date for the determination of shareholders entitled to receive this Notice and to vote at the Meeting.

Registered Shareholders who are unable to attend the Meeting and who wish to ensure that their Common Shares will be voted at the Meeting are requested to complete, sign and date the enclosed Form of Proxy solicited by the management of the Corporation in accordance with the instructions set out therein and in the accompanying Management Proxy Circular. Proxies may be submitted on-line submissions or in writing by following the instructions provided on the Form of Proxy. All written proxies must be received at the office of the Alliance Trust Company, 1010, 407-2nd Street S.W., Calgary, Alberta, T2P 2Y3, or in any other manner set out in the Form of Proxy. Online proxies must be submitted at https://www.alliancetrust.ca. Shareholders or proxy delegates need visit https://www.alliancetrust.ca and click on 'Shareholder Meetings' then click to 'submit your vote' and provide your Control Number listed on your Proxy. All proxies must be received not later than 48 hours (excluding Saturdays, Sundays, and statutory holidays) before the time set for the Meeting or, if the Meeting is adjourned, not later than 48 hours preceding the time of such adjourned Meeting, otherwise the proxy will be invalid.

If you are a non-registered shareholder and a non-objecting beneficial owner, and receive a voting instruction form from Alliance Trust Company, please complete, and return the form in accordance with the instructions therein and in the accompanying Management Proxy Circular. Voting instruction forms may be submitted via on-line submissions or in writing. To submit your Proxy by the Internet, shareholders or proxy delegates need visit https://www.alliancetrust.ca and click on 'Shareholder Meetings' then click to 'submit your vote' and provide your Control Number listed on your Proxy.

To be valid, such voting instruction form must be received by Alliance Trust Company online or via mail at 1010, 407-2nd Street S.W., Calgary, Alberta, T2P 2Y3 not later than 48 hours (excluding Saturdays, Sundays, and statutory holidays) before the time set for the Meeting or, if the Meeting is adjourned, not later than 48 hours preceding the time of such adjourned Meeting, otherwise the voting instruction form will be invalid. For clarity, submissions must be received by June 20th 2025 at 10:00am Mountain Standard Time.

If you are a non-registered shareholder and an objecting beneficial owner and receive this Notice through your broker or another intermediary or its agent, please complete and return the voting instruction form in accordance with the instructions provided to you by your broker or such other intermediary or its agent in order to submit your voting instructions.

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As at the date of this Notice, the Corporation intends to hold the Meeting in person but also intends to broadcast the Meeting via remote access using the Zoom online service where shareholders can view the Meeting, but will not be able to vote at the Meeting. For efficiency purposes, shareholders are encouraged not to attend the Meeting in person and to vote on the matters before the Meeting by completing a proxy or voting instruction form, as applicable. As noted in the above paragraph, shareholders who do not attend the Meeting in person can join the Meeting virtually using the following credentials:

Topic: ICEsoft AGM
Time: Jun 24, 2025 10:00 AM Mountain Time (US and Canada)

Join Zoom Meeting

https://us02web.zoom.us/j/82558895350?pwd=i4Umn30bpI97sV8HrO4JZmyk0P34ij.1

Meeting ID: 825 5889 5350
Passcode: 311219

Dial by your location
+1 309 205 3325 US
+1 312 626 6799 US (Chicago)
+1 346 248 7799 US (Houston)
+1 253 215 8782 US (Tacoma)
+1 647 558 0588 Canada
+1 778 907 2071 Canada
+1 780 666 0144 Canada
+1 204 272 7920 Canada

Meeting ID: 825 5889 5350
Passcode: 311219

A shareholder attending the Meeting virtually will not be able to vote their shares at the Meeting. As such, shareholders who attend the Meeting through virtual means and wish to ensure their Common Shares will be voted at the Meeting are requested to complete, sign and date the form of proxy or voting instruction form in accordance with the instructions set out therein and in the accompanying Management Proxy Circular. All shareholders are strongly encouraged to vote prior to the Meeting, if possible, through the form of proxy or voting instruction form, submitted in writing or on-line, as applicable.

DATED at Calgary, Alberta as of the 20th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS
ICESOFT TECHNOLOGIES CANADA CORP.

“Brian McKinney”
Brian McKinney
President, Chief Executive Officer and Director