Plus Products Inc. — Capital/Financing Update 2021

Feb 3, 2021

PLUS PRODUCTS INC.

NOTICE OF EXTRAORDINARY MEETING OF DEBENTUREHOLDERS

TO BE HELD ON FEBRUARY 25, 2021

REFERENCE IS MADE to the indenture dated February 28, 2019 (the “ Indenture ”) between Plus Products Inc. (the “ Company ”) and Odyssey Trust Company (the “ Trustee ”) under which the Company issued 8.00% Unsecured Convertible Debentures due February 28, 2021 (the “ Debentures ”).

WHEREAS the Company may at any time and from time to time convene a meeting of the persons entered in the register for Debentures as registered holders of Debentures or any transferees of such Persons by endorsement or delivery (“ Debentureholders ”) pursuant to Section 11.1 of the Indenture, NOTICE IS HEREBY GIVEN that an extraordinary meeting (the “ Meeting ”) of the Debentureholders will be held by telephone conference call on Thursday, February 25, 2021 at 10:00 a.m. (Vancouver time) for the following purposes:

1. to consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution (the “ Debenture Amendment Resolution ”), the full text of which is set forth in Appendix “A-1” to the accompanying management information circular dated January 26, 2021 (the “ Information Circular ”) to approve certain amendments (the “ Debenture Amendments ”) to the Indenture governing the Debentures to:

2. (a) extend the maturity date of the Debentures from February 28, 2021 to February 28, 2024;

3. (b) increase the interest rate of the Debentures from 8.00% to 12.00% per annum effective February 28, 2021;

4. (c) to amend the redemption price to an amount equal to 103% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date up to February 28, 2023 and thereafter until the maturity date to an amount equal to 101.50% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date;

5. (d) grant to the Trustee, on its behalf and on behalf of the Debentureholders, a first charge security interest in all of the Company’s present and after acquired properties;

6. (e) grant a conversion right to the holder of a Debenture pursuant to which Debentureholders may require the Company to convert their outstanding Debentures pro rata up to a maximum amount of $6,250,000 of the principal amount of Debentures so converted at a conversion price of $0.95 and expiring March 31, 2021, and delete the entirety the Debentureholder’s right to convert any part of the principal amount of a Debenture into common shares in the capital of the Company;

7. (f) make such other consequential amendments as required to give effect to the foregoing as more fully set forth in the Information Circular;

8. to consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution (the “ Delisting Resolution ” and together with the Debenture Amendment Resolution the “ Extraordinary Resolutions ”), the full text of which is set forth in Appendix “A-2” to the Information Circular approving the delisting of the Debentures (the “ Delisting Amendment ”) from the Canadian Securities Exchange (the “ CSE ”);

9. to consider, and if deemed appropriate, to adopt, with or without amendment, an ordinary resolution (the “ Listing Resolution ”) the full text of which is set forth in Appendix “A-3” to the Information Circular approving the listing of the Amended Debentures (the “ Listing Amendment ”) on the CSE;

10. to consider, and if deemed appropriate, to adopt, with or without amendment, an ordinary resolution (the “ Consent Fee Resolution ” and together with the Listing Resolution, the “ Ordinary Resolutions ”), the full text of which is set forth in Appendix “A-4” to the Information Circular approving the payment to those Debentureholder having consented to the Extraordinary Resolutions on or before February 22, 2021 a

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consent fee equal to $499 for every $1,000 principal amount of Debentures held by such Debentureholders as at the Record Date and to be paid in the form of common share purchase warrants (the “ Consent Fee ” and together with Debenture Amendments, Delisting Amendment and Listing Amendment, the “ Amendments ”). In consideration of the Consent Fee, the Company shall issue to the Debentureholders one (1) common share purchase warrant (each, a “ Warrant ”) for every $1.10 Consent Fee consideration to be received by Debentures held by such Debentureholders as at the Record Date for an aggregate of 454 Warrants for every $1,000 principal amount of Debentures. Each whole Warrant shall entitle the holder thereof to purchase one (1) Subordinate Voting Share at a price of $1.10 per share and expiring on February 28, 2024; and

5.

to transact such other business as may properly be brought before the Meeting and any postponement(s) or adjournment(s) thereof.

Please Read This Important Notice

The ability of Debentureholders to attend the Meeting in person is subject to any governmental orders applicable at the time of the Meeting which might prevent or restrict Debentureholders from attending in person. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled internationally within the 21 days immediately prior to the Meeting.

To mitigate risks related to the rapidly evolving global COVID-19 (coronavirus) public health emergency to Debentureholders, employees of the Company and other stakeholders, and based on government recommendations to avoid large gatherings, the Company is providing access to the Meeting by telephone conference call. In light of COVID-19, we strongly encourage Debentureholders to vote in advance of the Meeting rather than appearing in person, or appointing an alternate proxyholder to attend the Meeting in person.

Debentureholders who dial in to the telephone conference call will be able listen to the Meeting and ask questions regardless of their geographic location or particular circumstances they may be facing as a result of COVID-19. However, registered Debentureholders and duly appointed proxyholders will not be able to vote via the telephone conference call. In light of COVID-19, we strongly encourage Debentureholders to vote in advance of the Meeting in accordance with the instructions provided in the Information Circular accompanying this Notice of Meeting, and Debentureholders are encouraged NOT to attend the Meeting in person if at all possible .

Debentureholders may access the telephone conference call as follows:

Dial-in: 1-877-332-7536; Access Code: 26173760

The Company is monitoring developments regarding COVID-19. In the event the Company decides any change to the date, time, location or format of the Meeting are necessary or appropriate due to difficulties arising from COVID-19, the Company will promptly notify Debentureholders of the change by issuing a news release, a copy of which will be available on SEDAR at www.sedar.com.

The Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. The Board of Directors of the Company has fixed December 31, 2020 as the record date for determining the Debentureholders who are entitled to vote at the Meeting. Only holders of Debentures at the close of business on December 31, 2020 will be entitled to receive notice of and to vote at the Meeting.

To be valid, any proxies must be received by Odyssey Trust Company by not later than 10:00 a.m. (Vancouver time) on February 23, 2021 or forty-eight (48) hours (exclusive of Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of any postponement(s) or adjournment(s) of the Meeting. See “General Proxy Information” in the Information Circular. The time limit for the deposit of proxies may be waived or extended by the Trustee in its discretion without notice, subject only to any limitations under the Indenture.

Each of the Extraordinary Resolutions will be binding on all Debentureholders if approved:

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• At the Meeting, by the holders of at least 66⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting, or any adjournment thereof; or

• In writing, by the holders of at least 66⅔% of the outstanding principal amount of the Debentures.

Each of the Ordinary Resolutions will be binding on all Debentureholders if approved:

• At the Meeting, by the holders of not less than a majority of the principal amount of the Debentures present in person or by proxy at the Meeting, or any adjournment thereof; or

• In writing, by the holders of not less than a majority of the outstanding principal amount of the Debentures.

Accordingly, it is important that your Debentures be represented and voted whether or not you plan to attend the Meeting in person. If the Extraordinary Resolutions and Ordinary Resolutions are each validly approved by the Debentureholders in writing prior to the date of the Meeting, the Meeting will be cancelled and will not proceed. In such event, the Company will issue a press release notifying Debentureholders that the Meeting has been cancelled.

Certain of the Debentures have been issued in and the form of global certificates registered in the name of CDS & Co. and, as such for these Debentures, CDS & Co. is the registered Debentureholder. Only registered Debentureholders, or their duly appointed proxyholders, have the right to vote at the Meeting, or to appoint or revoke a proxy. In connection with Debentures held in the name of CDS & Co., CDS & Co., or its duly appointed proxyholders, may only vote the Debentures in accordance with instructions received from the beneficial Debentureholders. Beneficial Debentureholders as of the Record Date wishing to vote their Debentures at the Meeting must provide instructions to their broker or other intermediary through which they hold their Debentures in sufficient time prior to the deadline for depositing proxies for the Meeting to permit their broker or other nominee to instruct CDS & Co., or its duly appointed proxyholders, as to how to vote their Debentures at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

“Jacob F. Heimark”

Jacob F. Heimark Director & Chief Executive Officer

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