Spectra7 Microsystems Inc. — Proxy Solicitation & Information Statement 2025

Mar 21, 2025

SPECTRA7 MICROSYSTEMS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of the holders of the common shares (collectively, the “Shareholders” or individually, a “Shareholder”) of Spectra7 Microsystems Inc. (the “Corporation”) will be held on Thursday, April 17, 2025 at 10:00 a.m. (Toronto time). The Meeting will be a virtual meeting conducted via live audio webcast. The purpose of the Meeting is as follows:

1. to pass, with or without variation, a special resolution (the “Sale Transaction Resolution”), which is set forth in Schedule “A” of the accompanying management information circular of the Corporation dated March 18, 2025 (the “Circular”), approving the proposed sale (the “Sale Transaction”) of substantially all of the assets of the Corporation pursuant to that certain asset purchase agreement (the “Purchase Agreement”) dated March 7, 2025 entered into between the Corporation, and Parade Technologies, Ltd., all as more particularly described in the enclosed Circular;

2. to pass, with or without variation, an ordinary resolution (the “Delisting Resolution”), which is set forth in Schedule “B” of the Circular, approving the delisting (“Delisting”) of the Corporation’s common shares (“Common Shares”) from the TSX Venture Exchange (“TSXV”), conditional upon the approval and completion of the Sale Transaction;

3. to pass, with or without variation, ordinary resolutions (the “Control Person Resolutions”), which are set forth in Schedule “C” of the Circular, of the disinterested Shareholders pursuant to Section 1.12(e) of TSX Venture Exchange Policy 4.1, approving the creation of new “Control Persons” (as such term is defined in Section 1.2 of TSX Venture Exchange Policy 1.1 – Interpretation) in connection with the exercise of outstanding pre-funded warrants of the Corporation;

4. to receive the audited financial statements of the Corporation for the financial year ended December 31, 2024, together with the report of the auditor thereon;

5. to elect the directors of the Corporation;

6. to appoint MNP LLP, Chartered Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix its remuneration; and

7. to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice of Annual and Special Meeting of Shareholders is the Circular. The audited financial statements of the Corporation for the financial year ended December 31, 2024, together with the report of the auditor thereon will be available under the Corporation’s profile on www.sedarplus.com. The record date for the determination of those Shareholders entitled to receive the Notice of Annual and Special Meeting of Shareholders and to vote at the Meeting was the close of business on Friday, March 14, 2025.

The Meeting will be held virtually and Shareholders who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the internet. Shareholders and duly appointed proxyholders can access the Meeting by visiting https://meetnow.global/MFSRMDN. Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “Shareholder” or “Invitation” and entering a control number or invite code before the start of the Meeting. At this website,

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Shareholders will be able to listen to the Meeting live, submit questions and submit their vote while the Meeting is being held. The Corporation believes hosting the Meeting virtually will enable increased Shareholder attendance from different geographic locations and will encourage more active Shareholder engagement and participation at the Meeting.

Registered shareholders: The 15-digit control number is located on the form of proxy or in the e-mail notification you received.

Duly appointed proxyholders: Computershare Trust Company of Canada (the “Transfer Agent”) will provide the proxyholder with an invite code after the voting deadline has passed.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

Only registered shareholders and duly appointed proxyholders will be able to vote and ask questions at the Meeting. Shareholders who do not hold their Common Shares in their own name whose Common Shares are registered in the name of a broker, investment dealer or other intermediary (“Beneficial Shareholders”) who have not appointed themselves may attend (but not participate in) the Meeting by clicking “Guest” and completing the online form.

Beneficial Shareholders wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited their duly completed voting instruction form in accordance with the directions provided on the voting instruction form.

Shareholders, including Beneficial Shareholders, who wish to appoint a third party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once the Shareholder has submitted their proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username that would allow them to participate in the online Meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/Spectra7 and provide the Transfer Agent with their proxyholder’s contact information by 10:00 a.m. (Toronto time) on Tuesday, April 15, 2025 so that the Transfer Agent may provide the proxyholder with a username via e-mail. In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an e-mail from the Transfer Agent.

United States Beneficial Shareholders: To attend and vote at the Meeting virtually, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to the Transfer Agent. Requests for registration should be directed to:

Computershare Trust Company of Canada
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1
OR
Email at uslegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:00 a.m. (Toronto time) on Tuesday, April 15, 2025. You will receive a confirmation of your registration by email after the Transfer Agent receives your registration materials. You may attend the Meeting and vote your shares at

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https://meetnow.global/MFSRMDN during the meeting. Please note that you are required to register your appointment at http://www.computershare.com/Spectra7.

DATED at Toronto, Ontario this 18th day of March, 2025.

BY ORDER OF THE BOARD

"Ronald Pasek"

Ronald Pasek

Director, Chairman of the Board

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