Kelso Technologies : 2024 Kelso AGM - Notice of Meeting and Information Circular

KELSO TECHNOLOGIES INC.

13966 18B Avenue

Surrey, British Columbia V4A 8J1, Canada

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON

THURSDAY, JUNE 6, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

May 3, 2024

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Management Information Circular, you should immediately contact your investment advisor.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares") of Kelso Technologies Inc. ("Kelso" or the "Corporation") will be held at the offices of Cassels Brock & Blackwell, LLP, Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, on Thursday, June 6, 2024, at 10:00 a.m. (Pacific time) for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2023 and the accompanying report of the auditor for the year ended December 31, 2023;
2. to appoint Smythe LLP, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year at a remuneration to be fixed by the directors of the Corporation;
3. to fix the number of directors of the Corporation for the ensuing year at six;
4. to elect directors of the Corporation for the ensuing year;
5. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the adoption of the Corporation's Omnibus Equity Incentive Plan (the "Omnibus Equity Incentive Plan Resolution"), as more particularly described in the accompanying management information circular (the "Information Circular");
6. if the Omnibus Equity Incentive Plan Resolution is not approved by Shareholders, to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution to approve all unallocated stock options under the Corporation's stock option plan, as more particularly described in the accompanying Information Circular;
7. if the Omnibus Equity Incentive Plan Resolution is not approved by Shareholders, to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution to approve all unallocated restricted share units under the Corporation's restricted share unit plan, as more particularly described in the accompanying Information Circular;
8. if the Omnibus Equity Incentive Plan Resolution is not approved by Shareholders, to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution to approve all unallocated deferred share units under the Corporation's deferred share unit plan, as more particularly described in the accompanying Information Circular; and
9. to transact such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the accompanying Information Circular which is deemed to form a part of this Notice of Meeting.

The directors of the Corporation have fixed April 29, 2024 as the record date for the Meeting (the "Record Date"). Only Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment(s) or postponement(s) of the Meeting.

Registered shareholders who are unable to attend the Meeting in person are requested to complete, sign, date and return the enclosed form of proxy either in the addressed envelope enclosed to Computershare Trust Company of

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Canada, Attn: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or via fax to 1-866-249-7775 (toll free North America) or 1-416-263-9524 (International). Alternatively, registered shareholders may vote by telephone by calling 1-866-732-8683 (toll free) or by using the internet at www.investorvote.com. In each case, proxies must be received not later than 10:00 a.m. (Pacific time) on June 4, 2024, or at least 48 hours (excluding Saturdays, Sundays and holidays), before the time for holding the Meeting or any adjournment or postponement thereof. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair's discretion without notice.

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may not be entitled to vote at the Meeting, either in person or by proxy.

Whether or not you expect to attend the Meeting, please submit your vote in advance of the Meeting to ensure your vote is counted. Your vote by proxy will ensure your representation at the Meeting, regardless of whether you attend the Meeting or not.

Please review the accompanying Information Circular before voting as it contains important information about the Meeting. If you have any questions about the procedures to vote at the Meeting or about obtaining and depositing the required form of proxy, you should contact Computershare Trust Company of Canada by telephone at 1-800-564- 6253 (toll-free in Canada and U.S.) or by e-mail at [e-mail].

DATED at Kelowna, British Columbia as of the 3rd day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

KELSO TECHNOLOGIES INC.

"James R. Bond"

James R. Bond

President, Chief Executive Officer and Director

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MANAGEMENT INFORMATION CIRCULAR

GENERAL INFORMATION

This Management Information Circular (the "Information Circular") accompanies the Notice of Annual General and Special Meeting given to the holders (the "Shareholders") of common shares (the "Common Shares") of Kelso Technologies Inc. ("Kelso" or the "Corporation") in respect of the annual general and special meeting (the "Meeting") of Shareholders to be held on Thursday, June 6, 2024 the offices of Cassels Brock & Blackwell, LLP, Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 on Thursday, June 6, 2024, at 10:00 a.m. (Pacific time). References in this Information Circular to the Meeting include any adjournment(s) or postponement(s) of the Meeting.

The board of directors of Kelso (the "Board") has approved the contents of this Information Circular and has directed management to make it available to you.

The information in this Information Circular is given as of May 3, 2024, unless otherwise noted. Figures in this Information Circular are expressed in United States dollars ("US$") or in Canadian dollars ("C$"), unless otherwise stated.

SOLICITATION OF PROXIES AND VOTING RIGHTS

Solicitation of Proxies

The solicitation of proxies is being made on behalf of Management. Costs of the solicitation of proxies for the Meeting will be borne by the Corporation. It is expected that solicitations of proxies will be made primarily by mail, but proxies may also be solicited by telephone or other personal contact by directors, officers and employees of the Corporation without special compensation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated, therefore. The Corporation has arranged for Intermediaries (as defined below) to forward Meeting Materials (as defined below) to Non-Registered Shareholders (as defined below) by those Intermediaries as the Registered Shareholders (as defined below) and the Corporation may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Registered Shareholders

Only a Shareholder whose name appears on the certificate(s) or DRS statement(s) representing its Common Shares (a "Registered Shareholder") or its duly appointed proxy nominee is permitted to vote at the Meeting.

Non-Registered Shareholders

A Shareholder is a non-registered Shareholder (a "Non-Registered Shareholder") if its Common Shares are registered in the name of an intermediary, such as an investment dealer, brokerage firm, bank, trust company, trustee, custodian, administrator or other nominee, or a clearing agency in which the intermediary participates (each, an "Intermediary"). Accordingly, most Shareholders of the Corporation are Non-Registered Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the Intermediary through which they own the Common Shares.

More particularly, a person is a Non-Registered Shareholder in respect of Common Shares which are held on behalf of that person, but which are registered either: (a) in the name of an Intermediary that the Non-Registered Shareholder deals in respect of the Common Shares; or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant. In Canada, the vast majority of securities are registered

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under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common Shares so held by brokers or their nominees can only be voted upon the instructions of the Non-Registered Shareholder. Without specific instructions, Intermediaries are prohibited from voting Common Shares held for Non-Registered Shareholders.

Voting Instructions

These proxy solicitation materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If the Corporation or its agent has sent these materials directly to a Non-Registered Shareholder, such Non-Registered Shareholder's name and address and information about its holdings of Common Shares have been obtained in accordance with the requirements under applicable securities laws from the Intermediary holding the Common Shares on such Non- Registered Shareholder's behalf.

Non-Registered Shareholders who have not objected to their Intermediary disclosing certain information about them to the Corporation are referred to as non-objecting beneficial owners ("NOBOs"), whereas Non-Registered Shareholders who have objected to their Intermediary disclosing ownership information about them to the Corporation are referred to as objecting beneficial owners ("OBOs"). In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has elected to send the Notice of Meeting, this Information Circular and the related form of proxy or voting instruction form (collectively, the "Meeting Materials") indirectly to the NOBOs and to the OBOs through their Intermediaries. The Corporation intends to pay for Intermediaries to deliver the Meeting Materials to OBOs.

Your vote is important. It is recommended that you vote your shares in advance of the Meeting. Only Registered Shareholders and duly appointed proxy holders will be permitted access to the Meeting. The Corporation is not aware of any items of business to be brought before the Meeting other than those set out in the Notice of Meeting and further described in this Information Circular. There will be no management presentation on the business or operations of the Corporation at the Meeting.

Voting at the Meeting

How to Vote if You Are a Registered Shareholder

Registered Shareholders who are unable to attend the Meeting in person, or any adjournment(s) or postponement(s) of the Meeting are requested to date, complete, sign and deposit the accompanying proxy for use at the Meeting or any adjournment(s) or postponement(s) of the Meeting. To be valid, proxies must be dated, completed, signed and deposited with Computershare Trust Company of Canada, Proxy Department (a) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (b) by telephone from a touch tone phone [phone]-VOTE (8683) (c) by facsimile to 1-(416) 263- 9524 or 1-866-249-7775; or (d) through the internet at www.investorvote.com using your 15-digit control number found on your proxy. Your proxy must be received by no later than 10:00 a.m. Pacific time on June 4, 2024 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment(s) or postponements(s) of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair's discretion without notice. If you vote by telephone or the internet, you do not need to mail back the proxy.

The person(s) designated by management in the enclosed form of proxy are directors and/or officers of the Corporation (the "Management Proxy Holders"). A Shareholder has the right to appoint a person or company (who need not be a Shareholder) other than the Management Proxy Holders to attend and act for and on the Shareholder's behalf at the Meeting other than the persons designated as proxy holders in the accompanying form of proxy. To exercise this right, the Shareholder must either:

1. on the accompanying form of proxy, strike out the printed names of the individuals specified as proxy holders and insert the name of the Shareholder's nominee in the blank space provided; or
2. complete another proper form of proxy.

In either case, to be valid, a proxy must be dated and signed by the Shareholder or by the Shareholder's attorney authorized in writing. In the case of a company, the proxy must be signed by a duly authorized officer of, or attorney for, the company. If you are a Non-Registered Shareholder and wish to vote at the Meeting, you have to insert your own name in the blank space provided on the voting instruction form or form of proxy sent to you by your Intermediary, follow the applicable instructions provided by your Intermediary.

The completed proxy, together with the power of attorney or other authority, if any, under which the proxy was signed, or a notarially certified copy of the power of attorney or other authority, must be delivered to Computershare Trust

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Company of Canada, Proxy Department (a) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (b) by telephone from a touch tone phone [phone]-VOTE (8683) (c) by facsimile to 1-[phone] or 1-866-249-7775; or (d) through the internet at www.investorvote.com using your 15-digit control number found on your proxy. Your proxy must be received by no later than 10:00 a.m. Pacific time on June 4, 2024 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment(s) or postponement(s) of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair's discretion without notice. If you vote by telephone or the internet, you do not need to mail back the proxy or the voting instruction form.

How to Vote if you are a Non-Registered Shareholder

Non-Registered Shareholders will receive voting instructions from the Intermediary through which they hold their Common Shares. Please follow the instructions provided on your voting instruction form to vote your Common Shares. If you vote by telephone or the internet, you do not need to mail back the voting instruction form.

Only Registered Shareholders or duly appointed proxy holders for Registered Shareholders are permitted to vote at the Meeting. Non-Registered Shareholders (whether NOBOs or OBOs) are advised that only proxies from Shareholders of record can be recognized and voted at the Meeting.

The Intermediary holding Common Shares on behalf of a Non-Registered Shareholder is required to forward the Meeting Materials to such Non-Registered Shareholder (unless such Non-Registered Shareholder has waived its right to receive the Meeting Materials) and to seek such Non-Registered Shareholder's instructions as how to vote its Common Shares in respect of each of the matters described in this Information Circular to be voted on at the Meeting. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Shareholders to ensure that their Common Shares are voted by the Intermediary on their behalf at the Meeting. The instructions for voting will be set out in the voting instruction form provided by the Intermediary. Non-Registered Shareholders should contact their Intermediary and carefully follow the voting instructions provided by such Intermediary. Alternatively, Non-Registered Shareholders who wish to vote their Common Shares in person at the Meeting may do so by appointing themselves as the proxy nominee by writing their own name in the space provided on the voting instruction form provided to them by the Intermediary and following the Intermediary's instructions for return of the executed voting instruction form.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time before the proxy is exercised:

1. by an instrument in writing that is:
2. 1. signed by the Shareholder, the Shareholder's legal personal representative or trustee in bankruptcy or, where the Shareholder is a company, a duly authorized officer of, or attorney for, the company; and
   2. delivered to Computershare Trust Company of Canada, Proxy Department, at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 or to the registered office of the Corporation located at Suite 2200 - 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8 at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) of the Meeting;
3. by sending another proxy with a later date to Computershare Trust Company of Canada, Proxy Department, before 10:00 a.m. Pacific time on June 4, 2024 or at least 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed Meeting;
4. by attending the Meeting and notifying the Chair of the Meeting in writing prior to the commencement of the Meeting that the Shareholder has revoked its proxy; or
5. in any other manner provided by law.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the Management Proxy Holders will be voted or withheld from voting in accordance with the instructions given on the ballot. If the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

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In the absence of any direction in the instrument of proxy, such Common Shares will be voted in favour of the matters set forth in the accompanying Notice of Meeting. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting, and with respect to any other matters which may properly come before the Meeting or any adjournment or postponement thereof. At the date of this Information Circular, management of the Corporation is not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to Management should properly come before the Meeting or any adjournment or postponement thereof, the Common Shares represented by properly executed proxies given in favour of the Management Proxy Holders will be voted on such matters pursuant to such discretionary authority.

Notice and Access

The Corporation is not relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of Meeting Materials.

Quorum

A quorum will be present at the Meeting if there are at least one or more persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxy or proxy holder for an absent Shareholder so entitled.

Record Date

In accordance with applicable laws, the Board has fixed April 29, 2024 as the record date (the "Record Date") for the purposes of determining Shareholders entitled to receive notice of, and to vote at, the Meeting, and has obtained a list of all persons who are Registered Shareholders at the close of business on the Record Date and the number of Common Shares registered in the name of each Registered Shareholder on that date. Each Registered Shareholder as at the close of business on the Record Date will be entitled to receive notice of the Meeting and will be entitled to one vote at the Meeting for each Common Share registered in his or her name as it appears on the list. All references to Shareholders in this Information Circular and the accompanying Notice of Meeting and form of proxy or voting instruction form are to Shareholders at the close of business on the Record Date unless specifically stated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares without par value, of which 54,443,422 are issued and outstanding as of the Record Date, and an unlimited number of Class "A" preference shares without par value, of which 5,000,000 are designated Class "A" convertible voting preference, series 1 shares without par value, of which nil are outstanding as of the Record Date. Only the Common Shares are entitled to vote at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as at the Record Date, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, securities carrying 10% or more of the voting rights attached to all outstanding voting securities of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as may be disclosed herein, no director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year end of the Corporation, nor any nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting. Directors and executive officers may, however, be interested in (i) the adoption of the Omnibus Equity Incentive Plan Resolution (as defined below), as detailed in "Particulars of Matters to be Acted Upon at the Meeting - Adoption of Omnibus Equity Incentive Plan", as such persons are entitled to participate in the Omnibus Equity Incentive Plan (as defined below), or (ii), if the Omnibus Equity Incentive Plan Resolution is not approved by Shareholders at the Meeting, the adoption of the Unallocated Option Resolution (as defined below), the Unallocated RSU Resolution (as defined below) and the Unallocated DSU Resolution (as defined below) as detailed "Particulars of Matters to be Acted Upon at the Meeting - Approval of Unallocated Options under Stock Option Plan", "Particulars of Matters to be Acted Upon at the Meeting - Approval of Unallocated RSUs under the RSU Plan" and "Particulars of Matters to be Acted Upon at the Meeting - Approval of Unallocated DSUs under the DSU Plan", respectively, as such persons are entitled to participate in the Stock Option Plan (as defined below), the RSU Plan (as defined below) and the DSU Plan (as defined below).

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PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING Receipt of Financial Statements

The audited consolidated annual financial statements of the Corporation for the year ended December 31, 2023 and accompanying auditor's report (the "Financial Statements") will be tabled at the Meeting. Copies of the Financial Statements have been provided to Shareholders who have opted to receive such materials. The Financial Statements can also be found on the Corporation's website at www.kelsotech.com and are also available under the Corporation's profile on SEDAR+ at www.sedarplus.ca in Canada and on EDGAR at www.sec.gov in the United States. No vote by the Shareholders is required to be taken with respect to the Financial Statements.

Appointment and Remuneration of Auditor

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the reappointment of Smythe, LLP, Chartered Professional Accountants as auditor of the Corporation to hold office until the close of the next annual meeting of the Corporation, at a remuneration to be fixed by the directors of the Corporation.

The Board recommends that Shareholders vote "FOR" the reappointment of Smythe, LLP, as the auditor of the Corporation to hold office until the close of the next annual meeting of Shareholders and to authorize the directors to fix the auditor's remuneration. Unless authority is withheld, the Management Proxy Holders intend to vote "FOR" the reappointment of Smythe LLP as the auditor of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed and to authorize the directors to fix the auditor's remuneration.

Election of Directors

Fixing the Number of Directors

The Corporation's articles provide that the number of directors to be elected will be the number determined by ordinary resolution. The Board presently consists of six directors, all of whom are being proposed for re-election at the Meeting. Accordingly, the Corporation is recommending that the number of directors of the Corporation be fixed at six.

To be effective, the resolution to fix the size of the Board at six directors must be approved by not less than a majority of the votes cast by the Shareholders present in person, or represented by proxy, at the Meeting.

The Board recommends that Shareholders vote "FOR" fixing the number of directors at six. Unless authority is withheld, the Management Proxy Holders intend to vote "FOR"fixing the number of directors at six.

Majority Voting Policy

In accordance with good corporate governance practices and procedures, the Board adopted a Majority Voting Policy on March 23, 2015. The Majority Voting Policy provides that each director of the Corporation must be elected by the vote of a majority of the Common Shares, represented in person or by proxy, at any meeting held for the election of directors.

Under the Majority Voting Policy, a director who is elected with more votes withheld than votes cast in favour of their election will be required to tender their resignation to the Chair of the Board (or, in the absence of the Chair, the Lead Director). The resignation will be effective when accepted by the Board and the nominee director will not participate in any committee or Board meetings or deliberations on this matter. The Majority Voting Policy does not apply in circumstances involving contested director elections. The Corporate Governance and Nominating Committee of the Corporation will expeditiously consider whether to recommend that the Board accept the resignation. In making this recommendation, the Corporate Governance and Nominating Committee of the Corporation may consider such extenuating circumstances as it deems appropriate including without limitation circumstances relating to the composition of the Board or the voting results. The Board expects that resignations will be accepted unless there are extenuating circumstances that warrant a contrary decision.

The Board will announce its decision (including the reasons for not accepting any resignation) by news release within ninety days of the relevant shareholders' meeting and provide a copy of the news release to the Toronto Stock Exchange ("TSX").

If the Board determines not to accept a resignation, the news release must fully state the reasons for that decision. A copy of the Majority Voting Policy can be viewed on the Corporation's website at www.kelsotech.com.

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Director Nominees

At the Meeting, the six persons set out in the table below will be proposed for election as directors of the Corporation (the "Nominees"). Each of the Nominees is currently a director and their term of office expires at the Meeting. Each director elected will hold office until the close of the next annual meeting of Shareholders or until such person's successor is elected or appointed, unless the office is earlier vacated in accordance with the articles of the Corporation or the Business Corporations Act (British Columbia) ("BCBCA") or he or she becomes disqualified to act as a director. Management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve. All Nominees have established their eligibility and willingness to serve as directors.

The Board recommends that Shareholders vote "FOR"the election of each of the Nominees. Unless authority is withheld, the Management Proxy Holders intend to vote "FOR"the election of each of the Nominees.

The following tables set forth information with respect to each Nominee and is based upon information furnished by the respective proposed Nominee, including their name, jurisdiction of residence, participation on the committees of the Board, number of securities beneficially owned or controlled or directed as of the date of this Information Circular and principal occupation.

	James R. Bond	Principal Occupation
	British Columbia, Canada	Director, President and CEO of the Corporation
	Age, 70	Board and Board Committees		2023 Meeting Attendance
	Director since April 7, 2010	Board of Directors		100%
	Not independent
		Securities held as at May 3, 2024
		Common Shares(1)	Options	RSUs	DSUs
		1,618,967	200,000	89,999	Nil

Other Board Memberships

SiQ Mountain Industries Inc. (SIQ.H: NEX)

Biography

President and CEO of the Corporation from April 2010 to present; President and CEO and director of SiQ Mountain Industries Inc., a company listed on the NEX board of the TSX Venture Exchange (the "NEX"). Mr. Bond is the President of Bondwest Enterprises Inc., a Canadian company established in 1988 that specializes in corporate architecture, financial networking, entrepreneurial management, strategic business development and distress turnarounds. Over the past 38 years he has served in advisory, consulting, executive management, director and corporate officer roles in numerous private and public companies conducting business in the technology, manufacturing and processing industries.

Note:

1. Mr. Bond holds 547,500 Common Shares directly; 847,967 Common Shares indirectly through Bondwest Enterprises Inc., a company owned and controlled by Mr. Bond; and 223,500 Common Shares jointly with Serena Sardar, Mr. Bond's spouse.

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Anthony ("Tony") Andrukaitis

Texas, USA

Age, 69

Director since August 24, 2011

Not independent

Biography

Principal Occupation

Director, Chief Operating Officer of the Corporation
Board and Board Committees		2023 Meeting Attendance
Board of Directors		100%
Securities held as at May 3, 2024
Common Shares	Options	RSUs	DSUs
274,000	20,000	89,999	Nil

Other Board Memberships

None

Chief Operating Officer of the Corporation from March 1, 2016 to present. Mr. Andrukaitis has over 27 years of senior corporate management experience in finance, accounting, strategic planning, business development and turn-around activities. He was the Chief Operations Officer of Trinity Rail and former President of Trinity Tank Car, Inc., both subsidiaries of Trinity Industries of Dallas, Texas. Prior to that, he was the President and CEO of GATX Terminals Corporation of Chicago, IL. Mr. Andrukaitis is a CPA and holds a Bachelor of Science degree in Accounting from the University of Illinois and Master of Business Administration degree from DePaul University.

Paul Cass	Principal Occupation
British Columbia, Canada	Lead Director of the Corporation; Independent Businessman.
Age, 67	Board and Board Committees		2023 Meeting Attendance
Director since June 2, 2016	Board of Directors (Lead Director)		100%
Independent	Audit Committee		100%
	Compensation Committee		100%
	Securities held as at May 3, 2024
	Common Shares	Options	RSUs	DSUs
	92,334	100,000	44,999	Nil

Other Board Memberships

None

Biography

Mr. Cass was formerly COO of Whitewater West Industries, a privately held design/manufacturing firm specializing in waterpark and amusement park equipment installations around the world. Previously Mr. Cass was COO at Ballard Power Systems Ltd., a public company specializing in the development and manufacture of fuel cell technology for automotive and non-automotive markets. Mr. Cass is a registered Professional Engineer (Retired) in British Columbia, and he also holds an MBA from Simon Fraser University

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