Solar Alliance Energy : 2018 Circular

SOLAR ALLIANCE ENERGY INC.

MANAGEMENT INFORMATION CIRCULAR

AS AT DECEMBER 27, 2019

PERSONS MAKING THE SOLICITATION

This management information circular (the "Information Circular") is being mailed by the management of Solar Alliance Energy Inc. (the "Company") to everyone who was a shareholder of record of our company on December 27, 2019, which is the date that has been fixed by the directors (the "Board") of the Company as the record date to determine the shareholders who are entitled to receive notice of the meeting.

We are mailing this Information Circular in connection with the solicitation of proxies by and on behalf of our management for use at the annual general and special meeting of the shareholders of the Company that is to be held on January 31, 2020, at 9:00 a.m. (PST) at the offices of the Company, Unit 1 - 15782 Marine Drive, White Rock, British Columbia (the "Meeting"). The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.

Under our Articles, one shareholder must be present in person or represented by proxy holding or representing not less than one share of the issued shares entitled to vote at the Meeting before any action may validly be taken at the Meeting. If such a quorum is not present in person or by proxy, we will reschedule the Meeting.

References to dollars ($) in this Information Circular shall mean Canadian dollars unless otherwise indicated.

PART 1 - VOTING

HOW A VOTE IS PASSED

All of the matters that will come to a vote at the Meeting as described in the attached Notice of Meeting are ordinary resolutions and can be passed by a simple majority - that is, if more than half of the votes that are cast are in favour, the resolution is approved.

WHO CAN VOTE?

If you are a registered shareholder of the Company as at December 27, 2019, you are entitled to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf but documentation indicating such officer's authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see "Voting by Proxy"). If your shares are registered in the name of a "nominee" (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled "Non-registered Shareholders" set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, we invite you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote, or you can let him or her decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return the completed form of proxy forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or adjournment thereof to our transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th floor, Toronto, Ontario, Canada M5J 2Y1, facsimile: within North America [phone] and outside North America [phone].

What is a proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Information Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a proxyholder

You can choose any individual to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person's name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are directors and/or officers of the Company.

Instructing your proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares at the Meeting as follows:

• FOR the appointment of Morgan & Company LLP, Chartered Professional Accountants, as the auditor of the Company and to authorize the directors to fix the remuneration to be paid to the auditor;
• FOR the fixing the number of directors at five;
• FOR the election of the proposed nominees as directors; and
• FOR the resolution to approve the renewal of the Company's stock option plan.

For more information about these matters, see Part 3 - The Business of the Meeting. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Information Circular, the management of the Company is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing your mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Registered Office of the Company at Unit 1 - 15782 Marine Drive, White Rock, B.C. V4B 1E6 or

(d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 4:00pm (PST) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person.

NON-REGISTERED SHAREHOLDERS

If your shares are not registered in your own name, they will be held in the name of a "nominee," usually a bank, trust company, securities dealer or other financial institution and, as such, your nominee will be the entity legally entitled to vote your common shares and must seek your instructions as to how to vote your shares.

Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders' meetings, you will have received this Information Circular from your nominee, together with a form of proxy or a request for voting instruction form. If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the voting instruction form. If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

If your shares are not registered in your own name, the Company's transfer agent will not have a record of your name and, as a result, unless your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote in person at the Meeting, therefore, please insert your own name in the space provided on the form of proxy or voting instruction form that you have received from your nominee. If you do this, you will be instructing your nominee to appoint you as proxyholder. Please adhere strictly to the signature and return instructions provided by your nominee. It is not necessary to complete the form in any other respect, since you will be voting at the Meeting in person. Please register with the transfer agent, Computershare Investor Services Inc., upon arrival at the Meeting.

The Notice of Meeting, this Information Circular and a Financial Statement Request Form to receive our Consolidated Financial Statements and Management's Discussion and Analysis for the fiscal year ended December 31, 2018, are being sent to both registered and non-registered owners of our common shares. If you are a non-registered owner and we have sent these materials to you directly, your name and address and information about your holdings of common shares of the Company have been obtained in accordance with applicable securities regulatory requirements from the nominee holding the securities on your behalf. By choosing to send these materials to you directly, the Company (and not your nominee) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions form.

The Meeting materials are not being sent to registered or beneficial owners using the Notice and Access procedure contained in NI 54-101. The Company is sending the Meeting materials directly to non-objecting beneficial holders (as defined in NI 54-101). The Company will pay for intermediaries to deliver the Meeting materials to objecting beneficial holders (as defined in NI 54-101) and objecting beneficial holders will receive the Meeting materials from the intermediary.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized voting share capital of the Company consists of an unlimited number of common shares. The Company has authorized capital of an unlimited number of preferred shares of which none have been issued. Each

holder of common shares is entitled to one vote for each common share registered in his or her name at the close of business on December 27, 2019, the date fixed by our directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting.

At the close of business on December 27, 2019, there were 217,369,386 common shares outstanding (the "Outstanding Shares"). To the knowledge of our directors and officers, except as noted below, there were no persons or companies who beneficially own, directly or indirectly or exercise control or direction over shares carrying more than 10% of the voting rights attached to all Outstanding Shares of the Company.

		No. of	% of outstanding
	Shareholder	Common Shares	Common Shares
	Tom Anderson (1)	99,039,082	45.56%
________
Notes:

1. The 99,039,082 Common Shares are owned as to 76,398,174 Common Shares by Inspiration Holdings, a private corporation, managed by Tom Anderson and 22,640,908 Common Shares held by Tom Anderson directly.

PART 3 - THE BUSINESS OF THE MEETING

1. Financial Statements

The Consolidated Financial Statements and Management's Discussion and Analysis of the Company for the fiscal year ended December 31, 2018, will be placed before you at the Meeting. These financial statements may be requested by completing the enclosed Financial Statement Request Form that accompanies this Information Circular or may be viewed on www.sedar.com.

2. Increase Number of Directors to Five

Under Solar Alliance's Articles, the number of directors may be fixed or changed from time to time by ordinary resolution but shall not be fewer than three. The number of directors was last set at four and there are currently five directors and five nominees proposed by management for election as directors at the Meeting.

Management of the Company recommends that shareholders vote in favour of fixing the number of directors at five. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR fixing the number of directors at five.

3. Election of Directors

Directors of the Company are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he resigns or otherwise vacates office before that time.

Nominees for Election

The following are the nominees proposed for election as directors of the Company together with the number of voting securities of the Company that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each nominee. All of the nominees are currently directors of the Company. Each of the nominees has agreed to stand for election and we are not aware of any intention of any of them not to do so. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

As of the date hereof, no additional director nominations for the Meeting have been received by the Company in compliance with the Company's Advance Notice Policy approved by the Board on April 27, 2018.

	Position with		Director	Voting Shares
Name and State/Province and	Principal Occupation	Beneficially Owned
Company	since
Country of Residence		or Controlled (4)
Jason Bak, (1)	Non-Executive	Chief Executive Officer of the	September	12,127,649 (2)
Vancouver, Canada	Chairman,	Company since incorporation on	18, 2017
	Director	September 18, 2017 until February 15,
		2019. Non-Executive Chairman of the
		Company since February 15, 2019
Ken Stadlin, (1)	Director	President and Chief Executive Officer	December	Nil
Maryland, USA		of Kenergy Solar Inc., a Washington,	1, 2017
		D.C. based solar sales and installation
		company
Anton Shihoff, (1)	Director	Director and Partner of Altostrata	May 4,	Nil
Dublin, Ireland		Energy Limited, a privately held	2018
		investment company specialising in
		clean technology
Michael Clark,	President and	Chief Marketing Officer of the	February	5,693,166 (3)
Toronto, Canada	Chief Executive	Company from December 1, 2017 until	15, 2019
	Officer,	April 27, 2018. Chief Operating Officer
	Director	of the Company from April 27, 2018
		until February 15, 2019. President and
		Chief Executive Officer of the
		Company since February 15, 2019.
Robert J. Miller,	Director	Owner Business to Business or	July 16,	Nil
Nevada, USA		Government consultant since 2005.	2019
		Governor of the State of Nevada from
		1989 to 1999.
__________
Notes:

1. Member of the Audit Committee, of which David Lamont was the Chair until February 13, 2019 before he resigned as a director on February 13, 2019. Ken Stadlin has been the Chair since February 13, 2019.
2. The 12,127,649 shares are owned as to 5,628,920 by a private corporation of which Mr. Bak is a director, 233,295 by a second private corporation controlled by Mr. Bak and 6,265,434 held by Mr. Bak directly.
3. The 5,693,166 shares are owned as to 4,040,666 by Clark Public Affairs, Ltd., a private corporation owned wholly by Mr. Clark, and 1,652,500 held by Mr. Clark directly.
4. Information as to ownership of shares has been taken from insider reports or other disclosure documents electronically filed with regulators by the entity and publicly available through the Internet at the web site for the Canadian System for Disclosure by Insiders (SEDI) atwww.sedi.caor the Canadian System for Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Management of the Company recommends that shareholders vote in favour of the nominees for election as directors. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the five nominees as directors of the Company for the ensuing year.

Cease Trade Order and Bankruptcy

On May 1, 2015, the Company was granted a Management Cease Trade Order ("MCTO") issued by the British Columbia Securities Commission ("BCSC") while it completed negotiations to acquire Solar Alliance of America, Inc. and had its 2014 financial statement audit completed. The MCTO restricted all trading in the Company's securities whether direct or indirect, by any of the executive officers of the Company until such time as the outstanding financial reports were filed with the respective securities commissions. The Company issued bi-weekly updates regarding the MCTO by press-release, as required. The 2014 financial statements originally due by April 30,