TrackX Holdings Inc. — Proxy Solicitation & Information Statement 2020

Feb 4, 2020

EMERALD BAY ENERGY INC.

NOTICE OF SPECIAL MEETING

OF

SHAREHOLDERS

to be held on Friday, February 28, 2020

at 1:00 p.m. (Calgary time)

at

#3, 4015 – 1 Street SE

Calgary, Alberta T2G 4X7

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY STATEMENT

January 29, 2020

EMERALD BAY ENERGY INC.

NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT a special meeting (the " Meeting ") of the shareholders of EMERALD BAY ENERGY INC. (the " Corporation ") will be held at #3, 4015 - 1 Street SE, Calgary, Alberta, at 1:00 p.m. on Friday, February 28, 2020 for the following purposes:

1. to consider and, if thought advisable, to pass, with or without variation, a special resolution to approve the consolidation of the issued and outstanding Common Shares of the Corporation on a "1 new for 15 old" basis, as more particularly described in the Management Proxy Circular;

2. to consider and, if thought advisable, to pass, with or without variation, a special resolution to approve changing the Corporation’s name to "Nexera Energy Inc.", as more particularly described in the Management Proxy Circular; and

3. to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Management Proxy Circular.

A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date, sign and return the accompanying instrument of proxy (" Instrument of Proxy "), or other appropriate form of proxy, in accordance with the instructions set forth in the accompanying Management Proxy Circular and Instrument of Proxy. An Instrument of Proxy will not be valid unless it is deposited at the offices of the Corporation's registrar and transfer agent, Computershare Trust Company of Canada c/o Computershare Investor Services, Proxy Dept., 100 University Avenue 8[th] Floor, Toronto, Ontario, M5J 2Y1 in the enclosed self-addressed envelope, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof. A person appointed as proxy holder need not be a shareholder of the Corporation.

Only shareholders of record as at the close of business on January 24, 2020 (the " Record Date ") are entitled to receive notice of the Meeting.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED at Calgary, Alberta as of the 29[th] day of January, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Shelby D. Beattie President, Chief Executive Officer and Director

EMERALD BAY ENERGY INC.

MANAGEMENT PROXY CIRCULAR

(Unless otherwise stated, information contained herein is given as of January 29, 2020)

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This management proxy circular (" Management Proxy Circular ") is furnished in connection with the solicitation of proxies by the management of Emerald Bay Energy Inc. (the " Corporation ") for use at the special meeting of the holders (the " Shareholders ") of common shares (" Common Shares ") of the Corporation to be held at #3, 4015 – 1 Street SE, Calgary, Alberta, at 1:00 p.m., on Friday, February 28, 2020 (the " Meeting "), for the purposes set forth in the notice of special meeting (the " Notice ") accompanying this Management Proxy Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs associated with the solicitation of proxies will be borne by the Corporation.

Appointment of Proxyholders

Accompanying this Management Proxy Circular is an instrument of proxy for use at the Meeting. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are required to date and sign the enclosed instrument of proxy and return it in the enclosed return envelope. All properly executed instruments of proxy for Shareholders must be mailed so as to reach or be deposited at the offices of the Corporation's registrar and transfer agent, Computershare Trust Company of Canada c/o Computershare Investor Services, Proxy Dept., 100 University Avenue 8[th] Floor, Toronto, Ontario, M5J 2Y1 not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment thereof.

The persons designated in the instrument of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting . To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the instrument of proxy and strike out the names of management's nominees. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

Signing of Proxy

The instrument of proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the Corporation. An instrument of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).

Revocability of Proxies

A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked: (i) by the Shareholder personally attending the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities; or (ii) in any other manner permitted by law.

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Voting of Proxies and Exercise of Discretion by Proxyholders

All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the instrument of proxy will be voted in accordance with such instructions. The management designees named in the accompanying instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the Meeting. In the absence of such direction, such Common Shares will be voted "FOR" the proposed resolutions at the Meetings. The accompanying instrument of proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the management designees to vote in accordance with their best judgment on such matters or business. At the time of printing this Management Proxy Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON

Except as disclosed in this Management Proxy Circular, none of the directors or executive officers of the Corporation at any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on, other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Shares and Record Date

The authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares. The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is January 24, 2020 (the " Record Date "). As at the date hereof, there are 354,103,367 Common Shares issued and outstanding as fully paid and non-assessable.

Common Shares

The holders of Common Shares are entitled to notice of, and to vote at, all annual and special meetings of shareholders and are entitled to one vote per Common Share. The holders of Common Shares are entitled to receive such dividends as the board of directors of the Corporation (the " Board of Directors " or the " Board ") declare and, upon dissolution, to receive such assets of the Corporation as are distributable to holders of Common Shares.

Voting of Common Shares – General

Only Shareholders whose names are entered in the Corporation's register of shareholders at the close of business on the Record Date and holders of Common Shares issued by the Corporation after the Record Date and prior to the Meeting will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he, she or it owns the Common Shares and demands, not later than ten days before the Meeting, that his, her or its name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting.

Voting of Common Shares – Advice to Non-Registered Holders

Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder (a " Non-Registered Holder ") are registered either:

• (a) in the name of an intermediary (an " Intermediary ") that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers

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or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

• (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or " CDS ").

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice, this Management Proxy Circular and the instrument of proxy (collectively, the " Meeting Materials ") to the clearing agencies and Intermediaries for onward distribution to NonRegistered Holders.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use a service company (such as Broadridge Financial Solutions, Inc. (" Broadridge ")) to forward meeting materials to Non-Registered Holders.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will:

• (a) have received as part of the Meeting Materials a voting instruction form which must be completed, signed and delivered by the Non-Registered Holder in accordance with the directions on the voting instruction form; voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through the internet; or

• (b) less typically, be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare Trust Company of Canada, c/o Computershare Investor Services at the address referred to above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set above.

Principal Holders of Common Shares

The following table sets forth, to the best of the knowledge of the directors and executive officers of the Corporation, as at the date hereof, the only persons, corporations or other entities (other than securities depositories) who beneficially own, directly or indirectly, or exercise control or discretion over voting securities carrying more than 10% of the voting rights attached to the shares of the Corporation.

Name and Municipality of

Residence Clarence Wagenaar Notes:	Type of Ownership Direct and Indirect(1)	Number of Common Shares 43,793,511	**Percentage **
			13.65%

Aggregating the securities of the Corporation owned by All Investments Ltd. and Mr. Wagenaar personally, Clarence Wagenaar may be considered to control 43,793,511 Common Shares of the Corporation.

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Quorum

Pursuant to the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting irrespective of the number of persons actually present if 2 persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled holding or representing not less than 10% of the issued and voting capital of the Corporation. Pursuant to the Business Corporations Act (Alberta) and the by-laws, if a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Proxy Circular, none of the directors or senior officers of the Corporation at any time since the beginning of the Corporation's last financial year has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on.

PARTICULARS OF MATTERS TO BE ACTED UPON

Consolidation of Common Shares

The Board of Directors of the Corporation wishes to be in a position during the ensuing year, if it considers it to be in the best interest of the Corporation, to effect a consolidation of the Corporation’s issued share capital on the basis of fifteen (15) pre-consolidated Common Shares for one (1) post-consolidated Common Share without par value (the “ Consolidation ”). The Shareholders will be asked to approve the Consolidation at the Meeting. Subject to the acceptance of the TSX Venture Exchange, the Consolidation requires approval by special resolution, being a majority of not less than 66 2/3% of the votes cast by the Shareholders present in person or represented by proxy at the Meeting.

Purpose and Benefit of the Consolidation

As of the Record Date, there were 354,103,367 Common Shares issued and outstanding. If the proposed Consolidation is approved by the Shareholders, there would be, post-Consolidation, approximately 23,606,891 Common Shares issued and outstanding. The Board believes that it is in the best interests to consolidate the Common Shares on a basis of one (1) new share for fifteen (15) old shares. The Board believes that the Consolidation could lead to increased interest by a wider audience of potential investors resulting in a more efficient market for the Common Shares. There can be no assurances however that the market price of the Common Shares will increase as a result of the Consolidation or that any such increase will fully reflect the basis for the Consolidation.

The Consolidation will not materially affect any Shareholder’s percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of shares. No fractional Common Shares will be issued as a result of the Consolidation. If, as a result of the Consolidation, the holder of Common Shares would otherwise be entitled to a fraction of a Common Share, the number of post-Consolidation Common Shares issuable to the Shareholder shall be rounded up in the event the Shareholder was entitled to a fractional share equivalent to one-half or more of a post-Consolidation share and shall be rounded down in the event the Shareholder was entitled to a fractional share equivalent to less than one-half of a post-Consolidation share.

The approval by Shareholders requires a favourable vote of the holders of not less than 66⅔% of the votes cast in respect thereof at the Meeting. Unless instructed otherwise, the management designees in the accompanying instrument of proxy intend to vote FOR the resolution to approve the share consolidation.

The text of the special resolution regarding this matter is as follows:

"BE IT RESOLVED THAT:

1. subject to the acceptance by the TSX Venture Exchange Inc., the Toronto Stock Exchange or any other applicable exchange, the directors of the Corporation be authorized to approve and effect a consolidation of all issued and outstanding Common Shares of the Corporation on the basis of one

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(1) new share for fifteen (15) issued and outstanding Common Shares (“ Consolidation ”); provided that if as a result of the Consolidation, a holder of Common Shares would otherwise be entitled to a fraction of a Common Share, the number of post-Consolidated Common Shares issuable to such Shareholder shall be rounded up in the event that said Shareholder was entitled to a fractional share equivalent to one-half or more of a post-Consolidated share and shall be rounded down in the event that said Shareholder was entitled to a fractional share equivalent to less than one-half of a post-Consolidation share;

1. following receipt of all necessary approvals, any director or officer of the Corporation is hereby authorized and empowered for and in the name of and on behalf of the Corporation to execute, whether under the corporate seal of the Corporation or otherwise, and to deliver to the Registrar under the Business Corporations Act (Alberta) Articles of Amendment and any other required documents to give effect to this special resolution;

2. the Corporation is authorized to take all reasonable and necessary steps to satisfy such conditions as the TSX Venture Exchange, the Toronto Stock Exchange or any other applicable exchange may impose;

3. notwithstanding that this special resolution has been duly passed by the Shareholders of the Corporation, the directors of the Corporation are hereby expressly authorized and empowered to revoke this special resolution without further approval of the Shareholders of the Corporation at any time prior to the issuance of a Certificate of Amendment giving effect to the amendment to the Articles of the Corporation contemplated hereby; and

4. any director or officer of the Corporation is hereby authorized and empowered for and in the name of and on behalf of the Corporation to execute or to cause to be executed, whether under the corporate seal of the Corporation or otherwise, and to deliver or to cause to be delivered all such other documents and instruments, and to do or to cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the intent of this special resolution."

Change of Name

The Corporation’s Shareholders will be asked to consider and, if thought appropriate, to pass a special resolution authorizing the Name Change to "Nexera Energy Inc." or such other name as the Corporation may determine and as may be acceptable to applicable regulatory authorities. The Name Change is being proposed in order to better reflect the future business and operations of the Corporation.

The approval by Shareholders requires a favourable vote of the holders of not less than 66⅔% of the votes cast in respect thereof at the Meeting. Unless instructed otherwise, the management designees in the accompanying instrument of proxy intend to vote FOR the resolution to approve the share consolidation.

The text of the special resolution regarding this matter is as follows:

" WHEREAS Emerald Bay Energy Inc. (the " Corporation ") proposes to change its name to "Nexera Energy Inc.", or such other name as may be acceptable to the Corporation and applicable regulatory authorities (the " Name Change ");

"BE IT RESOLVED THAT:

1. subject to the acceptance by the TSX Venture Exchange Inc., pursuant to subsection 173(1)(a) of the Business Corporations Act (Alberta), the Name Change is hereby authorized and approved;

2. a notice of change giving effect to the Name Change in a form prepared by the Corporation's solicitors is hereby approved;

3. any one director or officer of the Corporation is hereby authorized to execute and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable in connection with such Name Change and to effect such amendment

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including the execution and delivery to the regulatory authorities of a notice of alteration in duplicate for such purpose, the execution of any such document or the doing of any such other act or thing by any one director or officer of the Corporation being conclusive evidence of such determination; and

1. notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the shareholders of the Corporation, to revoke this special resolution at any time."

OTHER MATTERS

As of the date of this Management Proxy Circular, the board of directors and management know of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, proxies in favour of management nominees will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Financial information on the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation which can also be accessed at www.sedar.com or which may be obtained upon request from the Corporation at #3A, 4015 – 1[st] Street S.E., Calgary, Alberta, T2G 4X7. The delivery of this Management Proxy Circular has been approved by the directors of the Corporation.

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