Red Light Holland Corp. — Proxy Solicitation & Information Statement 2023

Feb 21, 2023

RED LIGHT HOLLAND

Notice of Availability of Proxy Materials For

Red Light Holland Corp.'s (the Corporation") Annual General and Special Meeting

Meeting Date and Time: March 23, 2023 at 11:00 am (Toronto time)

Location: 1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

www.redlight.co

OR

www.sedar.com

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by March 10, 2023 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via http://odysseytrust.com/ca-en/help or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

1. to receive and consider the consolidated audited financial statements of the Corporation for the financial years ended March 31, 2022 and 2021, together with the auditor's report thereon;
2. to elect the directors of the Corporation for the ensuing year, as more particularly set forth in the accompanying proxy and management information circular dated February 6, 2023, prepared for the purpose of the meeting (the "Circular");

---

1. to appoint Clearhouse LLP, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix the auditor's remuneration;

2. to consider, and if thought fit, to pass an ordinary resolution, with or without variation, ratifying and confirming the repeal and replacement of the existing by-laws of the Corporation and adopting a new set of by-laws for the Corporation, which, among other changes, include advance notice provisions, the full text of which is set forth in Schedule "D" in the Circular; and

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

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 11:00 a.m. (Toronto time) on March 21, 2023.

Stratification

The Issuer is providing paper copies of the Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.