KnightHawk Inc. — Proxy Solicitation & Information Statement 2023

May 8, 2023

KNIGHTHAWK INC.

2023 SPECIAL MEETING

Notice of Special Meeting of Shareholders and Management Proxy Circular

Place: 520 3rd Avenue SW, Suite 1900, Calgary, Alberta Time: 3:00 P.M. (Calgary Time) Date: June 8[th] , 2023

KNIGHTHAWK INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Special Meeting (the “Meeting”) of the Shareholders of KnightHawk Inc. (the “Company”) will be held at 520 3[rd] Avenue SW, Suite 1900, Calgary, Alberta, on Thursday, the 8[th] day of June, 2023 at 3:00 P.M. for the following purposes:

1. to consider and vote upon a resolution to approve the dissolution of the Company; and

2. to consider any amendment to or variation of any matter identified in this notice of Meeting and to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

A Management Proxy Circular and Form of Proxy accompany this Notice of Meeting. These documents provide additional information relating to the matters to be dealt with at the Meeting and form part of this Notice of Meeting.

The Company’s Board of Directors has fixed April 25, 2023 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Proxy Statement and Information Circular.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the Notes accompanying the Instrument of Proxy enclosed and then complete and return the Proxy within the time set out in the Notes. As set out in the Notes, the enclosed Instrument of Proxy is solicited by Management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED this 28[th] day of April, 2023.

BY ORDER OF THE BOARD

“Adam Thomas”

Adam Thomas Chief Executive Officer

MANAGEMENT PROXY CIRCULAR OF KNIGHTHAWK INC. FOR THE SPECIAL MEETING OF SHAREHOLDERS

This information is given as of April 28, 2023 unless otherwise stated.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the Management of KnightHawk Inc. (the “Company”) for use at the Special Meeting (the “Meeting”) of the Shareholders of the Company, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed Instrument of Proxy is solicited by Management. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse Shareholders’ nominees or agents (including brokers holding Shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the Instrument of Proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the Directors of the Company have advised that they intend to oppose any action intended to be taken by Management as set forth in this Information Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying Instrument of Proxy are Directors or Officers of the Company. A Shareholder has the right to appoint a person other than the persons named in the enclosed Instrument of Proxy to attend and act for him on his behalf at the Meeting. To exercise this right, a Shareholder shall strike out the names of the persons named in the Instrument of Proxy and insert the name of his nominee in the blank space provided, or complete another Instrument of Proxy. The completed Instrument of Proxy should be deposited with the Company’s Registrar and Transfer Agent, TSX Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1 at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays, Sundays and holidays, or with the Chairman of the Meeting, prior to the commencement of the Meeting.

The Instrument of Proxy must be dated and be signed by the Shareholder or by his Attorney in writing, or, if the Shareholder is a Company, it must either be under its common seal or signed by a duly authorized officer.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a Proxy either by (a) signing a Proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the Instrument of Proxy is required to be executed as set out in the notes to the Instrument of Proxy) and either depositing it at the place and within the time aforesaid or with the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the Scrutineer at the Meeting as a Shareholder present in person, whereupon such Proxy shall be deemed to have been revoked.

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ADVICE TO BENEFICIAL SHAREHOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered shareholders” because the common shares of the Company (the “Shares”) they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a registered shareholder in respect of Shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the NonRegistered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to TSX Trust Company as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary , and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares, which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholders and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

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VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the Shares in respect of which they are appointed and, where directions are given by the Shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

In the absence of any direction in the Instrument of Proxy, it is intended that such Shares will be voted in favour of the motions and the nominees proposed by management. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to any matters which may properly be brought before the Meeting. The enclosed Instrument of Proxy does not confer authority to vote for the election of any person as a Director of the Company other than for those persons named in this Information Circular. At the time of printing of this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On April 25, 2023, 11,849,853 common shares without par value were issued and outstanding, each Share carrying the right to one vote. At a General Meeting of the Company, on a show of hands, every Shareholder present in person shall have one vote and, on a poll, every Shareholder shall have one vote for each Share of which he or she is the holder.

Only Shareholders of record on the close of business on April 25, 2023 who either personally attend the Meeting or who complete and deliver an Instrument of Proxy in the manner and subject to the provisions set out under the heading “Appointment and Revocation of Proxies” will be entitled to have his or her Shares voted at the Meeting or any adjournment thereof.

To the knowledge of the Directors and Senior Officers of the Company, the following Shareholders beneficially own directly or indirectly Shares carrying more than 10% of the voting rights attached to all Shares of the Company:

Name and address	Number of Shares	Percentage of Shares
Kenneth/Christine Fitzgerald	2,125,000(1)	17.93%
British Columbia, Canada
Bruce Mitchell	2,018,500	17.03%
Ontario, Canada

(1) These Shares are beneficially owned and/or controlled or directed by Kenneth Fitzgerald or Christine Fitzgerald.

The above information was provided by Management of the Company and the Registrar and Transfer Agent of the Company as of April 28, 2023.

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DISSOLUTION OF THE COMPANY

Dissolution of the Company

The Company was formed in 1999 through the amalgamation of KnightHawk Inc. and 3675343 Canada Inc. for the purpose of providing contract freight shipping operations by air and rail. The Shares of the Company were listed on the TSX Venture Exchange.

From 1999 until 2006, the company carried on an active and revenue generating cargo business. However, in 2006, due to customer cargo route cancellations, the Company ceased its air cargo operations and subsequently disposed of the related assets. Subsequent to the cessation of the Company’s air cargo business the Company’s sole business was the operation of a short line railroad, carrying freight within British Columbia. However, due to historic weakness in the forest products sector the Company’s rail cargo operating subsidiary made an assignment into bankruptcy and discontinued its rail cargo operations in 2013. The Company subsequently disposed of its rail related assets and discontinued any active business while it considered alternative business propositions.

As a result of the cessation of active business operations, in 2014 the Company’s listing on the TSX Venture Exchange was transferred to the NEX for failure to meet the applicable listings standards.

In 2020, with the Company still not carrying on any active business, a special Shareholder meeting was requisitioned and the Board of Directors of the company was changed. The new Board and management intended to revisit business opportunities, and preserve the value of the Company as a publicly traded corporation, in hopes of securing a new business line or potential reverse takeover or acquisition candidate looking for a publicly listed shell. However, in 2021 the Shares of the Company were cease traded by the securities regulators for failure to file audited annual financial statements. Management was unable to provide the auditors sufficient audit confirmation of a historical debt of the Company purportedly owed to the Company’s former Chief Executive Officer. Management changed audit firms two times in an effort to obtain an audit report but was unable to satisfy their requirements. Management believes that in the circumstances there is no reasonable prospect of obtaining sufficient comfort for any audit firm, and therefore the Company will not be able to deliver unqualified audit reports going forward and will be indefinitely cease traded. This renders the Company unusable as a financing entity and eliminates the value that would be associated with the Company’s public listing.

The Company has no verifiable liabilities and, after paying the costs associated with this meeting and the dissolution of the Company, the Company will have no assets. The Company will not be able to raise capital to pursue any business opportunities and its value as a listed shell is effectively nil. Therefore, management of the Company is proposing that, to avoid continuing to incur expenses, the Company be voluntarily wound-up and dissolved. As a “reporting issuer” under Canadian securities laws, the Company is subject to recurring annual expenses relating to its continuous disclosure obligations, as well as general fees and expenses incurred in connection with maintaining the Company’s corporate existence. With no cash flow and no revenue generating business, ongoing fees and expenses will result in incurring further liabilities that the Company has no ability to pay for. Management believes there is no reason for the Company to continue in existence and doing so would be to the detriment of the Company’s Shareholders.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, approve, with or without variation, ordinary and special resolutions (collectively, the “Dissolution Resolution”) substantially in the form set out in Schedule “A” to this Circular, which will authorize the Company to apply to be dissolved pursuant to Part XVIII of the Canada Business Corporations Act (the “CBCA”) . The Company will be dissolved under forthwith after the approval of the Dissolution Resolution.

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Considerations

In reaching its decision to recommend to Shareholders that the Company be dissolved, the Company’s board of directors considered a number of factors including, but not limited to, the following material factors:

• (a) the Company has no assets and is effectively insolvent;

• (b) the Company currently has no source of revenue or cash flow;

• (c) with the Company’s Shares being cease traded effectively indefinitely, the Company has no reasonable prospect of obtaining financing to carry on any active business going forward;

• (d) the value associated with the Company’s public listing on the NEX is effectively nil; and

• (e) unless the Company is dissolved it will continue to incur debts to maintain its existence which, as noted earlier, it cannot pay.

The Canada Business Corporations Act requires that the Dissolution Resolution be approved by special resolution of not less than two thirds (66.67%) of the votes cast by Shareholders present in person or by proxy at the Meeting.

See Schedule “A” to this Circular for the full text of the Dissolution Resolution.

If named as proxy holder, on any ballot, the management designees of the Company named in the Proxy intend to vote the Shares represented by each Proxy in respect of which they have been named proxy holder “FOR” the approval of the Dissolution Resolution at the Meeting unless otherwise directed by the Shareholders appointing a proxy.

Reporting Issuer Status and NEX Listing

The Company is a ‘reporting issuer’ in each of the Provinces of British Columbia, Alberta and Ontario, as that term is defined under the applicable securities laws of each of the aforementioned Provinces. The Company anticipates taking all necessary steps to cease to be a reporting issuer to the relevant securities commission in the aforementioned Provinces as soon as practicable following the effectiveness of the dissolution. In addition, the Company will abandon its listing on the NEX.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the Directors or Senior Officers of the Company or their respective associates or affiliates, are or have been indebted to the Company at any time since the beginning of the last completed fiscal year of the Company.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

Other than as disclosed elsewhere in this Information Circular or noted below, no insider, no proposed nominee for election as a Director of the Company and no associate or affiliate of any such insider or proposed nominee, has any material interest, direct or indirect, in any material transaction since the commencement of the Company’s last fiscal year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the Directors or Senior Officers of the Company, no proposed nominee for election as a Director of the Company, none of the persons who have been Directors or Senior Officers of the Company since the commencement of the Company’s last completed fiscal year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the Instrument of Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional Information on the Company may be found at www.sedar.com. More detailed financial information on the Company is available in the Company’s comparative Financial Statements and Management Discussion and Analysis (“MD&A”), copies of which may be requested by shareholders who contact the Company by mail at 4303 16th Street SW, Calgary, AB, T2T 4J1.

DATED at Vancouver, British Columbia, this 28[th] day of April, 2023.

BY ORDER OF THE BOARD

“Adam Thomas”

Adam Thomas

Director and Chief Executive Officer

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Schedule “A”

DISSOLUTION RESOLUTION

Be it resolved as a special resolution of the shareholders of KnightHawk Inc. (the “ Company ”)

that:

1. the voluntary liquidation and winding up of the Company (the “ Winding Up ”), at such time as determined by the Board, pursuant to the provisions of the Canada Business Corporations Act is hereby approved, and the directors of the Company (the “ Board ”) are authorized and directed to cause the Company to distribute any property and pay any liabilities in connection therewith; and

2. any director or officer of the Company is hereby authorized, for, on behalf of, and in the name of the Company (whether under the corporate seal of the Company or otherwise), to execute, deliver and file all other documents and instruments and to take all such other actions as in the opinion of such director or officer may be necessary or advisable to implement this special resolution and the matters authorized and approved hereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument, and the taking of any such action.