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Izotropic Corporation Proxy Solicitation & Information Statement 2021

Sep 16, 2021

47554_rns_2021-09-15_51484d69-9167-4d47-ba1c-9c07aadabb25.pdf

Proxy Solicitation & Information Statement

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IZOTROPIC CORPORATION

c/o Suite 900 – 885 West Georgia Street Vancouver, BC V6C 3H1 Telephone: 604.542.9458

ADDENDUM TO INFORMATION CIRCULAR

TO THE SHAREHOLDERS:

This Addendum sets out changes to the Company’s information circular dated September 8, 2021 (the “ Information Circular ”) which contains the following errors:

Certain information regarding Mr. Thast’s position with the Company and Mr. Ralph Proceviat’s shareholdings was incorrectly stated in the table under the section “Election of Directors” on pages 5 and 6. Mr. Proceviat’s total compensation securities were incorrectly stated in the section under “Stock Options and Other Compensation Securities” on page 10. Mr. Thast’s shareholdings were correct in the Information Circular and are not being updated.

The following information is the correction to the table under the section “Election of Directors” on pages 5 and 6:

Name,
Place of Residence and
Position(s)
with the Company
Principal Occupation,
Business or Employment
for Last Five Years(1)
Director Since Number of
Shares
Owned(1)
Robert Thast
British Columbia, Canada
Director
Mr. Thast has served as a director of the Company since May 19, 2016.
He was the Chief Executive Officer and President of the Company from
May 19, 2016 to April 5, 2021 and the Secretary from May 19, 2016 to
August 25, 2020. He was Chief Executive Officer of New Carolin Gold
Corp., a company listed on the TSX Venture Exchange, from March 2014
to December 2018.
May 19, 2016 3,866,667
Ralph Proceviat(2)
British Columbia,
Canada
Director
Mr. Proceviat has more than 35 years in business, finance, markets and
operations spanning several industries operating in Canada, Europe and
the United States including high tech, software development,
manufacturing, telecommunications, real estate and most recently, life
sciences. Currently, as Co‐founder of the RAMP Executive Consulting
Group Inc. (“RAMP”) a professional advisory services firm based in
Vancouver, BC Mr. Proceviat provides strategic C‐level management
and business advisory services to RAMP’s clients. Mr. Proceviat is a
member of the Chartered Professional Accountants of BC and holds a
Bachelor of Commerce Degree in Management Information Systems
from the Universityof British Columbia.
November 18,
2019
50,000(6)

The information in item (f) under the section “Stock Options and Other Compensation Securities” on page 10 is amended to read as follows:

  • (f) Ralph Proceviat, a director of the Company, owned an aggregate of 150,000 compensation securities, comprised of 100,000 stock options and 50,000 restricted stock units, each of which is exercisable into one Share. The stock options are exercisable at a price of $0.37 per Share until February 11, 2025 and the restricted stock units are exercisable as follows: (i) 25% on January 11, 2021, (ii) 25% on July 11, 2021, (iii) 25% on January 11, 2022 and (iv) 25% on July 11, 2022.

‐ 2 ‐

The Information Circular and this Addendum will be read and construed as one document.

DATED at Vancouver, this 14th day of September, 2021.

ON BEHALF OF THE BOARD

IZOTROPIC CORPORATION

“John McGraw” John McGraw Chief Executive Officer