NanoXplore Inc. — AGM Information 2022

May 16, 2022

BOAT ROCKER MEDIA INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the holders of Subordinate Voting Shares and the holders of Multiple Voting Shares:

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders of Boat Rocker Media Inc. (the “ Company ”) will be held on June 15, 2022 at 11:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, Suite 5300, Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 for the following purposes:

1. To receive the Company’s annual audited financial statements for the financial year ended December 31, 2021, including the external auditors’ report thereon;

2. To elect directors of the Company who will serve until the end of the next annual general meeting of shareholders or until their successors are elected or appointed;

3. To appoint external auditors, who will serve until the end of the next annual general meeting of shareholders or until their successors are elected or appointed, and to authorize the board of directors of the Company to fix their remuneration;

4. To consider and, if deemed advisable, to pass an ordinary resolution approving an amendment to the long-term incentive plan of the Company, as more particularly described in the Management Information Circular; and

5. To consider such other business as may properly come before the Meeting or any adjournment thereof.

The Management Information Circular dated April 29, 2022 provides additional information relating to matters to be dealt with at the Meeting. Shareholders are reminded to review the Management Information Circular before voting.

In this Notice, “we”, “us”, “our”, “Boat Rocker Media” and the “Company” refer to Boat Rocker Media Inc. and all entities controlled by it unless the context otherwise requires. “You” and “your” refer to the Company’s shareholders..

Notice-and-Access

As permitted by Canadian securities regulators under National Instrument 54-101 — Communications with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), we are using “notice-and-access” to deliver our Meeting materials. Notice-and-access allows us to post electronic versions of proxy-related materials online, rather than mailing paper copies of such materials to shareholders. Accordingly, this Notice of Meeting, the Management Information Circular, and the Company’s audited annual financial statements for the financial year ended December 31, 2021, along with the related management’s discussion and analysis, have been posted at https://www.boatrocker.com/investor-relations and under the Company’s profile on www.sedar.com.

Shareholders will receive paper copies of a notice package (the “ Notice Package ”) via prepaid mail containing the information prescribed by NI 54-101 and a form of proxy (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder).

You have the right to vote

You are entitled to receive notice of and vote at the Meeting or any adjournment or postponement of the Meeting if you are a holder of the Company’s Subordinate Voting Shares or Multiple Voting Shares on the record date, which the board of directors of the Company has fixed as the close of business on April 26, 2022. No shareholders becoming shareholders of record after that time will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Your vote is important

As a shareholder of the Company, it is important that you read the Management Information Circular carefully. You are entitled to one vote for each Subordinate Voting Share held and up to 10 votes for each Multiple Voting Share held, as described in more detail in the Management Information Circular.

If you are a registered shareholder or duly appointed proxyholder, you are entitled to vote at the Meeting either in person or by proxy. If you are unable to attend the Meeting, you are requested to vote your shares using the form of proxy or voting instruction form provided to you, as applicable. You may also vote your shares using the form of proxy or voting instruction form provided to you, as applicable, even if you plan to attend the Meeting.

Registered shareholders should complete and sign the form of proxy and return it in the envelope provided. Alternative methods of voting by proxy are outlined in the Management Information Circular. If you are a nonregistered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting shares held through intermediaries.

Shareholders who wish to appoint a proxyholder other than the persons designated by us (including a nonregistered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions on their form of proxy or voting instruction form, as applicable. Non-registered shareholders located in the United States must also provide TSX Trust Company with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third-party as their proxyholder.

Proxies must be received by our transfer agent, TSX Trust Company, by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department; by facsimile to 1-416-595-9593; or online with your 12-digit control number at www.voteproxyonline.com, by no later than 11:00 a.m. (Toronto time) on June 13, 2022 or two business days before the commencement of any adjournment(s) or postponement(s) of the Meeting.

Shareholders can contact our transfer agent, TSX Trust Company, toll free at 1-866-600-5869 or by email at tsxtis@tmx.com with questions regarding how to vote their shares.

By order of the Board of Directors,

(signed) David Fortier

David Fortier

Co-Executive Chairman

(signed) Ivan Schneeberg

Ivan Schneeberg

Co-Executive Chairman

April 29, 2022