Next Hydrogen Solutions Inc. — Proxy Solicitation & Information Statement 2024

May 3, 2024

NEXT HYDROGEN SOLUTIONS INC. (the " Corporation ")

Annual General and Special Meeting June 5, 2024 at 01:00 PM (Canada/Eastern Standard) Virtual Meeting (the " Meeting ")

Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

1. After you vote online at www.voteproxyonline.com using your control number.

2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management's discussion and analysis, on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

NEXT HYDROGEN SOLUTIONS INC. has elected to utilize notice-and-access and provide you with the following information:

Meeting materials are available electronically at www.sedarplus.ca and also at https://docs.tsxtrust.com/2305.

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869. In order to receive a paper copy in time to vote before the Meeting, your request should be received by May 27, 2024.

VOTING METHOD

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Internet Go to www.voteproxyonline.com and enter the 12 digit
control number
FACSIMILE 416-595-9593
MAIL or HAND TSX Trust Company
DELIVERY 301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1
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Investor inSite

TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insiteregistration and complete the registration form.

For assistance,	please contact TSX TRUST INVESTOR SERVICES.
Mail:	301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel:	1-866-600-5869
Email:	tsxtis@tmx.com

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FORM OF PROXY (“PROXY”)

NEXT HYDROGEN SOLUTIONS INC. (the " Corporation ") CONTROL NUMBER: «CONTROL_NUMBER» Annual General and Special Meeting June 5, 2024 at 01:00 PM (Canada/Eastern Standard) Virtual Meeting SECURITY CLASS: Common Shares RECORD DATE: April 16, 2024 FILING DEADLINE FOR June 3, 2024 at 01:00 PM PROXY: (Canada/Eastern Standard)

CONTROL NUMBER: «CONTROL_NUMBER»

APPOINTEES

The undersigned hereby appoints Raveel Afzaal, whom failing Rohan Advani, (the “Management Nominees”) or instead of any of them, the following Appointee

PLEASE PRINT APPOINTEE NAME

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Number of Directors	FOR	AGAINST	2. Election of Directors	FOR	WITHHOLD
To set the number of Directors at 7			A) Raveel Afzaal
			B) Matthew Fairlie
			C) Walter Howard
			D) Allan Mackenzie
			E) Jens Peter Clausen
			F) Susan Uthayakumar
			G) Anthony Guglielmin
3. Appointment of Auditor Appointment of KPMG LLP as Auditor of the	FOR	WITHHOLD	4. Grant of options under Equity Incentive Plan	FOR	AGAINST
Corporation for the ensuing year and authorizing the Directors to fx their			To consider and, if deemed advisable, to pass, with or without variation, an ordinary
remuneration.			resolution of disinterested shareholders to
			approve, ratify and confrm the grant of
			100,000 options with an exercise price of
			$0.75 per Common Share to James Franchville, the Chief Operating Ofcer of the Corporation,
			and the grant of 200,000 options with an
			exercise price of $0.80 per Common Share to Robert Campbell, the Chief Commercial Ofcer of the Corporation, under the Corporation’s
			Equity Incentive Plan (the “Equity Incentive
			Plan”), which grant would exceed the 10%
			limit of allowable Security Based
			Compensation to be granted to Insiders, as each such term is defned by the TSX Venture
			Exchange’s (the “TSXV”) policies, at any point
			in time.
5. Amendment to the Equity Incentive Plan	FOR	AGAINST
To consider and, if deemed advisable, to pass,
with or without variation, an ordinary
resolution of shareholders to approve, ratify and confrm an amendment to the Equity
Incentive Plan to amend the number of
Common Shares reserved for issuance
pursuant to awards granted under the Equity
Incentive Plan;

The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s)

Date(MM/DD/YYYY)

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis.

Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management’s Discussion and Analysis.

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593