Intellabridge Technology : Proxy Materials

INTELLABRIDGE TECHNOLOGY CORPORATION

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AUGUST 17, 2022

As a result of the emergence of COVID-19, and in light of limits on larger gatherings and our concern for the health and safety of our employees and shareholders, our annual general meeting of shareholders will be held as a Zoom meeting. A Zoom meeting format is being adopted to enfranchise and give all shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or other particular constraints, circumstances or risks they may be facing as a result of COVID-19. Shareholders will not be able to physically attend the meeting in person. Important details about the meeting and how shareholders can participate via teleconference are set out in this Management Information Circular and the accompanying proxy materials.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF INTELLABRIDGE TECHNOLOGY CORPORATION

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders of common shares ("Common Shares") of Intellabridge Technology Corporation (the "Corporation" or "Intellabridge") will be held on Wednesday, August 17, 2022 at 11:00 a.m. (Calgary time) via Zoom. Shareholders can access the Meeting from https://us02web.zoom.us/j/83871262205?pwd=c0JmMWVKYi9lOENiZ3Uvc2hZK2pXZz09.

The Webinar ID is 838 7126 2205, and the Passcode is 613417.

The Meeting is being held for the following purposes:

1. to receive the consolidated annual financial statements of the Corporation, together with the auditor's report thereon, for the year ended December 31, 2021;
2. All shareholders will be asked to appoint EBT Chartered Professional Accountants, as auditor to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the Board of Directors;
3. all shareholders will be asked to elect 4 directors of the Corporation to hold office until the next annual meeting of shareholders;
4. all shareholders will be asked to consider, and if thought fit, to pass a resolution to approve the adoption of the Corporation's Restricted Share Unit Plan (the "RSU Plan");
5. to transact such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

This notice is accompanied by a management information circular and form of proxy. The annual financial statements of the Corporation for the year ended December 31, 2021 together with the report of the auditors thereon, and the management discussion and analysis for the year ended December 31, 2021 will be found at www.sedar.com, on the Corporation's website at www.intellabridge.com, the website of the Canadian Securities Exchange at www.thecse.com, and the website of the OTCQB at www.otciq.com, on or before July 29, 2022.

The board of directors of the Corporation has by resolution fixed the close of business on July 13, 2022 as the record date, being the date for the determination of the registered holders of the Corporation's Common Shares entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. All

Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described below, as in-person voting at the time of the Meeting will not be possible.

Registered and Non-Registered (Beneficial) Shareholders. If you are a registered shareholder, you have a choice of voting by proxy on the internet, or by mail or by fax using your proxy form to appoint another person to act for you. If you are a non-registered(beneficial) shareholder, you must vote using your voting instruction form, which typically allows you to vote by proxy on the internet, by telephone, by mail or by fax. If you vote by proxy on the internet, by mail or by fax in advance of the Meeting, your vote will be counted. Please refer to your proxy form or voting instruction form, as applicable, and to the Voting and Proxies Questions & Answers section in the accompanying management information circular for assistance in determining whether you are a registered or non-registered(beneficial) shareholder and for more information on the voting methods available to you. Completed proxy forms must be received by the

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transfer agent and registrar of the Corporation, Capital Transfer Agency ULC, 390 Bay St Suite 920, Toronto, ON M5H 2Y2, no later than 11:00 a.m. Calgary time on August 15, 2022 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting. Completed voting instruction forms must be returned in accordance with the instructions on the form.

Your vote is important. Please read the enclosed materials carefully. If you have questions about any of the information or require assistance in completing your proxy form or voting instruction form, as the case may be, please contact Capital Transfer Agency ULC at [phone].

Only registered shareholders and proxyholders are entitled to participate in the business of the Meeting.

Persons who are not registered shareholders or proxyholders who wish to attend the Meeting as a registered guest should request permission to attend in advance of the Meeting via email to [e-mail], or by telephone at [phone]. Persons not entitled or required to be present at the Meeting, including registered guests, may be admitted only with the consent of the Chair of the Meeting or with consent of the Meeting.

By order of the Board of Directors of Intellabridge Technology Corporation

"Maria Eagleton"

Maria Eagleton, Chief Financial Officer, Chief Operating Officer, and Corporate Secretary

July 20, 2022

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INVITATION LETTER

Dear Fellow Shareholders:

On behalf of Intellabridge Technology Corporation's board of directors, management and employees, we invite you to attend our 2022 annual meeting of shareholders (the "Meeting"). The Meeting will be held on Wednesday, August 17, 2022 at 11:00 a.m. (Calgary time) via Zoom. Shareholders can access the Meeting from https://us02web.zoom.us/j/83871262205?pwd=c0JmMWVKYi9lOENiZ3Uvc2hZK2pXZz09. The Webinar ID is 838 7126 2205, and the Passcode is 613417.

The items of business to be considered and acted on at the Meeting are described in the accompanying Notice of Annual Meeting of Shareholders of Intellabridge Technology Corporation and management information circular.

Following the formal portion of the Meeting, management will present both a financial and operational overview and open the floor to questions from shareholders. If you cannot attend the Meeting, the presentation will be posted on our website after the meeting.

Your vote is important to us. All Shareholders are strongly encouraged to vote prior to the Meeting by proxy on the internet, by telephone, by mail or by fax, as in-person voting at the time of the Meeting will not be possible. We have included a Voting and Proxies Questions & Answers section in the accompanying management information circular, or you can contact [e-mail] [phone]for assistance voting or if you have questions relating to the enclosed materials.

We encourage you to visit our website throughout the year for updated information and to find out more about our business.

Yours truly,

"John Eagleton"

John Eagleton

Chair and Chief Executive Officer

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VOTING AND PROXIES QUESTIONS & ANSWERS

This management information circular (the "Circular") dated July 20, 2022 is delivered in connection with the solicitation by or on behalf of management ("Management") of Intellabridge Technology Corporation ("Intellabridge", the "Corporation", "we", "us" or "our") of proxies for use at the annual meeting of shareholders (the "Meeting") to be held on Wednesday, August 17, 2022 at 11:00 a.m. Calgary time via Zoom for the purposes indicated in the accompanying Notice of Annual Meeting of Shareholders of Intellabridge. The solicitation will be primarily by mail, but proxies may also be solicited personally by directors, employees or agents of Intellabridge.

Your vote is very important to us. All Shareholders are strongly encouraged to vote prior to the Meeting by proxy on the internet, by telephone, by mail or by fax, as in-person voting at the time of the Meeting will not be possible. If you have any questions about any of the information in this Circular or require assistance in completing your proxy form or your voting instruction form, please [e-mail] call [phone].

Completed proxy forms must be received by our transfer agent and registrar, Capital Transfer Agency ULC, no later than 11:00 a.m. (Calgary time) on August 15, 2022 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting. Completed voting instructions must be returned in accordance with the instructions on the proxy form. Unless otherwise stated, the information contained in this Circular is given as at the close of business on July 13, 2022 and dollar amounts are expressed in Canadian dollars (unless otherwise stated).

As at July 13, 2022, to the knowledge of the directors and executive officers of Intellabridge, no person or company beneficially owns, or controls or directs, directly or indirectly, common shares in the capital of the Corporation ("Common Shares") carrying 10 percent (10%) or more of the voting rights attached to the Common Shares, with the exception of John Eagleton who owns 17% of the Common Shares of Intellabridge and Maria Eagleton who owns 15% of the Common Shares of Intellabridge.

Am I entitled to vote?

You are entitled to vote if you were a holder of Common Shares as of the close of business on July 13, 2022, the record date for the Meeting. Each holder is entitled to one vote for each Common Share held on such date. Each of the matters to be voted on that are described herein require a simple majority (50 percent plus one) of the votes cast or represented by proxy at the Meeting. As of July 13, 2022 there were 72,507,476 issued and outstanding Common Shares.

What matters are to be voted on?

The appointment of auditors, the election of directors and the approval of the Restricted Share Unit Plan.

What if there are amendments?

As of the date of this Circular, Management is not aware of any amendment, variation or other matter that will come before the Meeting. If you attend the Meeting and are eligible to vote, you can vote on any amendment, variation or other matters that properly come before the Meeting in accordance with your wishes. If you are voting by proxy, the persons named in the proxy form will have discretionary authority to vote on any such amendment, variation or other matter.

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