KnightHawk Inc. — Proxy Solicitation & Information Statement 2020

Sep 22, 2020

KNIGHTHAWK INC SPECIAL MEETING OF SHAREHOLDERS

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as KnightHawk Inc., (the “ Company ”) has elected to use the notice and access model for delivery of meeting materials to all registered and beneficial holders (the “ Shareholders ”) of common shares of the Company (the “ Common Shares ”). Under notice and access, Shareholders receive a proxy or voting instruction form enabling them to vote at the Company’ special meeting (the “ Meeting ”); however, instead of receiving a paper copy of the Circular (defined below) and other meeting materials, Shareholders receive this notice with information on how they may electronically access, or receive a paper copy of, the meeting materials. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing meeting materials to Shareholders.

SPECIAL MEETING OF SHAREHOLDERS

The Meeting will be held at 800 – 543 Granville Street, Vancouver, BC V6C 1X8 on Friday, October 30, 2020 at 3:00 P.M. (Pacific Daylight Savings Time). Due to restrictions on mass gatherings implemented by the Government of British Columbia in response to the COVID‐19 (Coronavirus) outbreak and out of concern for the well-being of all participants, Shareholders and guests will not be permitted to physically attend the Meeting. Shareholders are encouraged to exercise their voting rights by mail or fax in advance of the Meeting.

MATTERS TO BE CONSIDERED AT THE MEETING

The six items of business to be voted on at the Meeting are:

1. The immediate removal of all current members of the Board of Directors of the Company;

2. To fix the number of directors for the ensuing year at four (4);

3. To elect Adam Thomas as a director of the Company;

4. To elect Arthur Kwan as a director of the Company;

5. To elect Catherine Butler as a director of the Company; and

6. To elect John D. Wright as a director of the Company.

The specific details of the matters to be brought before the Meeting are set forth in the Company’s Management Information Circular dated September 21, 2020 (the “Circular” ). Shareholders are reminded to review the Circular carefully and in full prior to voting in relation to the matters to be considered at the Meeting. Disclosure regarding matters to be considered at the Meeting may be found in the following sections of the Circular:

1. Removal of Current Directors. See the section entitled “Removal of Directors” in the Circular;

2. Fix the number of directors at four (4). See the section entitled “Conditional Resolutions” in the Circular;

3. To elect Adam Thomas as a director of the Company. See the section entitled “Conditional Resolutions” in the Circular;

4. To elect Arthur Kwan as a director of the Company. See the section entitled “Conditional Resolutions” in the Circular;

5. To elect Catherine Butler as a director of the Company. See the section entitled “Conditional Resolutions” in the Circular; and

6. To elect John D. Wright as a director of the Company. See the section entitled “Conditional Resolutions” in the Circular.

THE RIGHT TO VOTE

Holders of Common Shares as at the close of business on September 8, 2020 are entitled to receive notice of and vote at the Meeting, or any adjournment(s) or postponement(s) thereof.

Shareholders are requested to carefully follow the instructions on the enclosed proxy or voting instruction form, including when and where the proxy or voting instruction form is to be delivered and the manner in which voting instructions may be provided. Voting instructions must be provided at least 48 hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournments or postponements thereof. Please see the Circular for further instructions on voting.

Beneficial Shareholders (as defined in the Circular) should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name. See the Circular for further instructions.

VOTING INSTRUCTIONS

Your vote is important to the Company and you are encouraged to vote!

Shareholders are asked to return their voting instruction form using one of the following methods by 3:00 P.M. (Pacific Daylight Savings Time) on Wednesday, October 28, 2020:

FACSIMILE: 604-235-3705

MAIL: AST Trust Company (Canada) Suite 1600 – 1066 West Hastings Street Vancouver, B.C. V6E 3X1

WEBSITE WHERE MEETING MATERIALS ARE POSTED

The Circular and other meeting materials can be viewed online at www.SEDAR.com.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request paper copies of the meeting materials be sent to them by postal delivery at no cost. Requests for meeting materials may be made up to one year from the date the Circular was filed on SEDAR, by email request to Dan Deutsch at ddeutsch@dsavocats.ca.

Requests should be received at least 5 business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of such date and the meeting date.

QUESTIONS

Shareholders with questions about notice and access can email ddeutsch@dsavocats.ca.

TELECONFERENCE

A teleconference of the Meeting will be available. The details for the teleconference will be announced prior to the Meeting via press release.