Novra Technologies : AGM Information Circular

Annual General Meeting

Thursday, June 29, 2023

Table of Contents
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS	3
MANAGEMENT INFORMATION CIRCULAR	4
PART 1 - PROXIES	4
MANAGEMENT SOLICITATION	4
WHO CAN VOTE?	4
METHODS OF VOTING	4
WHAT IS OUR QUORUM?	6
HOW A VOTE IS PASSED	7
PART 2 - AUTHORIZED CAPITAL, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF	7
PART 3 - MATTERS TO BE ACTED UPON AT THE AGM	7
FINANCIAL STATEMENTS	7
ELECTION OF DIRECTORS	7
APPOINTMENT OF THE AUDITOR	9
OTHER BUSINESS	9
PART 4 - INFORMATION CONCERNING NOVRA	10
DIRECTOR AND EXECUTIVE COMPENSATION	10
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	13
INDEBTEDNESS OF DIRECTORS AND OFFICERS	13
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS	14
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	14
MANAGEMENT CONTRACTS	14
DIVERSITY DISCLOSURE	15
ADDITIONAL INFORMATION	15
PART 5 - AUDIT COMMITTEE INFORMATION	15
AUDIT COMMITTEE CHARTER	15
AUDIT COMMITTEE COMPOSITION AND BACKGROUND	15
RELEVANT EDUCATION AND EXPERIENCE	16
EXTERNAL AUDITOR SERVICE FEES	17
PART 6 - CORPORATE GOVERNANCE	17
BOARD APPROVAL	19
APPENDIX A - CHARTER FOR THE AUDIT COMMITTEE	20

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NOVRA TECHNOLOGIES INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Shareholders of NOVRA TECHNOLOGIES INC. (hereinafter called the "Company" or "Novra") will be held in Novra's offices at 401A- 100 Innovation Drive, Winnipeg, Manitoba, Canada on Thursday, the 29th day of June 2023 at the hour of 1:30 p.m. (Central Daylight Time), for the following purposes:

1. To receive the audited Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2022, and the auditor's report thereon;
2. To elect Directors of the Company for the ensuing year;
3. To re-appoint Baker Tilly HMA LLP as the Company's independent auditors for the ensuing year and to authorize the Board of Directors to fix their remuneration; and
4. To transact such further or other business as may properly come before the AGM or any adjournment thereof.

The accompanying Management Information Circular provides further details on the matters proposed to be put before the AGM. Further it provides instructions on the various methods that a shareholder of the Company can use to have their shares voted at the meeting including instructions regarding voting in person, by mail, by internet or by phone.

The Board of Directors has set the close of business on May 11, 2023, as the record date for determining those shareholders entitled to receive notice of, and to vote at, the AGM.

DATED at Winnipeg, Manitoba, this 12th day of May 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Harris Liontas"

President & CEO

and Director

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NOVRA TECHNOLOGIES INC.

MANAGEMENT INFORMATION CIRCULAR

PART 1 - PROXIES

MANAGEMENT SOLICITATION

This Management Information Circular ("Circular") is provided with the solicitation of proxies by the management of Novra Technologies Inc. (herein referred as "Novra", "we", "us" or "our") for use at the Annual General Meeting ("AGM") of the shareholders of Novra that is to be held on Thursday, June 29th, 2022 at 1:30 p.m. (Central Daylight Time) at 401A- 100 Innovation Drive, Winnipeg, Manitoba, Canada and any adjournment thereof, for the purpose set out in the Notice of Annual General Meeting.

Solicitation of proxies will be primarily by mail; but, some proxies may be solicited at a nominal cost personally or by telephone, facsimile or other electronic means by executives or directors of Novra. The cost of solicitation will be borne by Novra. Except as otherwise stated, the information contained herein is given as of May 12th, 2023.

WHO CAN VOTE?

All shareholders of record on May 11, 2023.

METHODS OF VOTING

Registered Shareholder Voting			Beneficial Shareholder Voting
You are a registered holder if your common shares			You are a beneficial holder if your common shares are held
are in your name and you have a physical share			in the name of nominee. That is, your share certificate
certificate in your possession or you have a book			was deposited with, or you purchased and continue to
entry only statement from our transfer agent			hold your common shares through, a bank, trust company,
(Computershare) indicating that the shares are			securities broker, trustee, or other institution.
registered in your name.
Voting Options				Voting Options
1. In person at the AGM (see below)			1. In person at the AGM (see below)
2. By proxy (see below)			2. By voting instruction form (see below)
3. By telephone (see enclosed proxy form)			3. By telephone (see enclosed voting instruction form)
4. By internet (see enclosed proxy form)			4. By internet (see enclosed voting instruction form)
Voting in Person				Voting in Person
If you plan to attend the AGM and want to vote your			If you plan to attend the AGM and wish to vote your
common shares in person, do NOT complete or return			common shares in person, insert your own name in the
the enclosed proxy.	Your vote will be taken and			space on the enclosed voting instruction form. Then follow
counted at the AGM.	Please register with us when			the signing and return instructions provided in that form.
you arrive at the AGM to ensure that your vote will be			Your vote will be taken and counted at the AGM, so do
counted.				NOT indicate your votes on the form. Please register with
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Registered Shareholder Voting	Beneficial Shareholder Voting
	us when you arrive at the AGM to ensure that your vote
	will be counted.
Voting by Proxy	Voting by Voting Instruction Form
Whether or not you attend the AGM, you can	Whether or not you attend the AGM, you can appoint
appoint someone else to attend and vote as proxy	someone else to attend and vote as proxy holder. Use
holder. Use the enclosed proxy form to do this. The	the enclosed voting instruction form to do this. The
people named in the enclosed proxy are executive	people named in the enclosed voting instruction form
officers or the board of directors ("Directors"). You	are executive officers or Directors. You have the right to
have the right to choose another person to be your	choose another person to be your proxy holder by
proxy holder by printing that person's name in the	printing that person's name in the space provided. Then
space provided. Then complete the rest of the proxy,	complete the rest of the voting instruction form, sign it
sign it and return it. Your votes can only be counted	and return it. Your votes can only be counted if the
if the person you appointed attends the AGM and	person you appointed attends the AGM and votes on
votes on your behalf. If you have voted by proxy,	your behalf. If you have voted on the voting instruction
you may NOT vote in person at the AGM, unless you	form, NEITHER you nor your proxy holder may vote at
properly revoke your proxy (see below).	the AGM, unless you properly revoke your proxy (see
	below).
Return your completed proxy so that it arrives not	Return your completed voting instruction form provided
less than 48 hours (excluding Saturdays, Sundays,	so that it arrives not less than 48 hours (excluding
and holidays) before the time set for the holding of	Saturdays, Sundays, and holidays) before the time set for
the AGM or any adjournment thereof.	the holding of the AGM or any adjournment thereof so
	that your nominee has time to deliver your instructions.
Revoking your Proxy	Revoking your Proxy
You may revoke your proxy at any time before it is	You may revoke your proxy at any time before it is
acted on. To do so, you can deliver a written	acted on. Please follow the procedures provided by your
statement that you want to revoke your proxy (which	nominee. Your nominee will likely need to receive your
includes another proper form of proxy with a later	request to revoke your instructions not less than 48
date) to our transfer agent, Computershare Trust	hours (excluding Saturdays, Sundays and holidays) before
Company of Canada ("Computershare"), in	the time set for the holding of the AGM or any
accordance with the instructions set out in the form	adjournment thereof in order for your nominee to have
of proxy provided not less than 48 hours (excluding	time to deliver your instructions to Computershare.
Saturdays, Sundays, and holidays) before the time
set for the holding of the AGM or any adjournment
thereof.
Or, you can revoke your proxy by delivering a
properly executed instrument in writing at the
registered office of the Corporation (attn: Harris
Liontas) at any time up to and including the last
business day preceding the day of the AGM, or any
adjournment thereof, or with the Chairperson of the
AGM on the day of the AGM, or any adjournment
thereof, and upon either such deposits, the proxy is
revoked.

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