KnightHawk Inc. — Proxy Solicitation & Information Statement 2023

May 8, 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