Star Navigation : 2024 AGM Circular

STAR NAVIGATION SYSTEMS GROUP LTD.

MANAGEMENT INFORMATION CIRCULAR

FOR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 9, 2024

DATED: April 2, 2024

STAR NAVIGATION SYSTEMS GROUP LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Star Navigation Systems Group Ltd. ("SNS", the "Company" or the "Corporation") will be held in person at 11 Kenview Blvd., Brampton, ON L6T 5G5 at 10:00 a.m. (Toronto time) on May 9, 2024 for the following purposes:

1. to receive the financial statements of the Corporation for the financial year ended June 30, 2023 and the auditor's report thereon;
2. to set the number of directors of the Corporation at five (5);
3. to authorize the Board of Directors from time to time to fix by resolution the number of directors on the board of directors.
4. to elect the following as directors of the Corporation to hold office for the ensuing year: Gurdip Panaich, Randy Koroll, Pawandeep Athwal, Alessandro Cunsolo and Amanpreet Kaur-Purewal;
5. to appoint Richter, LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix the auditors' remuneration;
6. to consider, and if deemed advisable, to pass with or without variation, a special resolution, the form of which is set forth in the management information circular of the Corporation dated April 2, 2024 (the "Circular") for the purposes of (i) authorizing and empowering the board of directors of the Corporation (the "Board") to amend the articles of the Corporation to effect a consolidation (the "Consolidation") of all of the issued and outstanding common shares of the Corporation (the "Common Shares") such that the trading price of the post-Consolidation Common Shares will be between $0.20 and $0.40 per post- Consolidation Common Share (the "Post-Consolidation Share Price Range"), and (ii) authorizing and empowering the Board to determine the final Consolidation ratio (the "Consolidation Ratio"), provided that such Consolidation Ratio results in the trading price of the post-Consolidation Common Shares falling within the Post-Consolidation Share Price Range;
7. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying proxy circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also accompanying this notice is a form of Proxy. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only shareholders of record at the close of business on March 25, 2024, will be entitled to receive notice of and vote at the Meeting. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Proxy and return the same in the manner, within the time and to the location set out in the Proxy accompanying this notice.

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Meeting. The notice-and-access method of delivery of meeting materials allows the Company to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting.

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However, instead of a paper copy of the Management Information Circular, the annual financial statements and other meeting materials (collectively the "Meeting Materials"), shareholders receive a notification (the "Notice-and- Access Notification") with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

The specific details of the matters proposed to be brought before the Meeting, including the text of the resolutions in respect thereof, are set forth in the Meeting Materials. A supplemental mailing list return request and proxy form with a return envelope also accompany this notice.

Websites Where Meeting Materials Are Posted

Meeting Materials can be viewed online under the Corporation's profile at www.sedar.com or on the Corporation's website at www.star-navigation.com.

How to Obtain Paper Copies of the Meeting Materials

Registered holders or non-registered holders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please contact the Corporation at 416 252-2889 Ext. 228 or via email at [e-mail].

Requests should be received by 10:00 a.m. on April 9, 2024, in order to receive the Meeting Materials in advance of the Meeting.

DATED: April 2, 2024

BY ORDER OF THE BOARD OF DIRECTORS

"Gurdip Panaich"

Chairman of the Board

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TABLE OF CONTENTS
Forward Looking Statements	5
Glossary of Terms	6
Solicitations of Proxies	7
Appointment and Revocation of Proxies	7
Advice to Shareholders	8
Voting of Shares Represented by Management Proxies	9
Interest of Certain Persons and Companies in Matters to be Acted Upon	10
Voting Securities and Principal Holders Thereof	10
Particulars of Matters to be Acted Upon	10
Audit Committee	17
Corporate Governance	19
Executive Compensation	20
Securities Authorized for Issuance under Equity Compensation Plans	26
Indebtedness of Directors and Executive Officers	27
Interest of Informed Persons in Material Transactions	27
Appointment of Auditor	27
Management Contracts	27
Additional Information	27
Approval of Board of Directors	27
Exhibit 1 - Audit Committee Charter	28

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FORWARD-LOOKING STATEMENTS

This Management Information Circular (the "Circular") may contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Such forward-looking statements, if and when made, include projections or estimates made by the Corporation and its management as to the Corporation's future business operations. Forward-looking statements include all disclosures regarding possible events, conditions or results of operations that are based on assumptions about future economic conditions and courses of action. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions, or circumstances. The Corporation cautions the reader not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Often, but not always, forward-looking statements can be identified by the use of words or phrases such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", "believes", and similar expressions or state that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved, and may be based on management's current assumptions and expectations related to all aspects of the Corporation's business, industry and the global economy.

Forward-looking statements relate to, among other things, realizing the value of the Corporation's assets and executing the Corporation's strategic plan. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions. Readers are cautioned not to place undue reliance on forward-looking information.

If and when forward-looking information is set out in this Circular, the Corporation will also set out the specific material risk factors or assumptions used to develop the forward-looking information. Additional information identifying risks and uncertainties relating to the Corporation's business are contained under the heading "Risk Factors" in the Corporation's Filing Statement and its other filings available on-line at www.sedar.com.

Forward-looking information will be updated as required pursuant to National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") and except as required by applicable laws, the Corporation assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

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GLOSSARY OF TERMS

Unless otherwise indicated, whenever used in this Circular, the following words and terms have the indicated meanings or, if not defined herein, have the meanings set out in Canadian Securities Exchange ("Exchange") Policy 1 - Interpretation and General Provisions. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. All dollar amounts herein are in Canadian dollars, unless otherwise stated.

"Board" means the board of directors of the Corporation, as constituted from time to time;

"Circular" means this management information circular;

"Common Shares" means common shares of the Corporation issued and outstanding as of the date of this Circular;

"Corporation" means Star Navigation Systems Group Ltd.;

"Exchange" or "CSE" means the Canadian Securities Exchange;

"Meeting" means the meeting of shareholders of the Corporation contemplated herein to consider, among other things, the matters set forth herein;

"NEO" means named executive officer and "NEOs" includes the President and Chief Executive Officer, the Chief Financial Officer and the Chief Technology Officer;

"NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations;

"NI 52-110" means National Instrument 52-110 - Audit Committees;

"NOBO" means non-objecting beneficial owner;

"Notice of Meeting" means the notice of meeting accompanying this Circular;

"OBCA" means the Business Corporations Act (Ontario), as amended;

"Shareholders" mean shareholders of the Corporation; and

"Transfer Agent" means Capital Transfer Agency Inc.

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STAR NAVIGATION SYSTEMS GROUP LTD.

MANAGEMENT INFORMATION CIRCULAR FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on May 9, 2024

SOLICITATION OF PROXIES

This management information circular (the "Circular") is furnished in connection with the solicitation by the management of STAR NAVIGATION SYSTEMS GROUP LTD. ("SNS", the "Corporation" or the "Company") of proxies to be used at the Corporation's annual and special meeting of the Shareholders of the Corporation to be held in person on May 9, 2024 at 10:00 a.m. (Eastern time) or at any adjournment thereof (the "Meeting"). Unless otherwise stated, all information contained in this Circular is presented as at April 1, 2024. The purpose of the Meeting is as set out in the accompanying notice of meeting (the "Notice of Meeting").

The solicitation of proxies by this Circular is being made by or on behalf of the management of the Corporation. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers and regular employees of the Corporation without special compensation. The cost of solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers or directors of the Corporation. A shareholder desiring to appoint some other person to attend and act on his or her behalf at the Meeting may do so by inserting the name of such person in the blank space provided in the form of proxy or by completing another proper form of proxy and, in either case, delivering the form not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the Meeting to the office of Capital Transfer Agency Inc., 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2. A person appointed as a proxy need not be a shareholder of the Corporation.

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy.

A shareholder may revoke a proxy by depositing an instrument in writing, executed by him or his attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal or signed by a duly authorized officer or attorney for the corporation:

1. at the offices of the registrar and transfer agent of the Corporation, Capital Transfer Agency Inc., 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting at which the proxy is to be used; or
2. at the registered office of the Corporation, 11 Kenview Blvd, Brampton, Ontario, L6T 5G5, at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used; or
3. with the Chair of the Meeting on the day of the Meeting or an adjournment of the Meeting.

In addition, a proxy may be revoked by the shareholder executing another form of proxy bearing a later date and depositing same at the offices of the registrar and transfer agent of the Corporation within the time period set out under the heading "Voting of Proxies", or by the shareholder personally attending the Meeting and voting his/her Shares.

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ADVICE TO SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders of the Corporation, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting.

Voting in Person at the Meeting

A registered shareholder, or a non-objecting beneficial owner ("NOBO") whose name has been provided to the Corporation's registrar and transfer agent, Capital Transfer Agency Inc., will appear on a list of shareholders prepared by the registrar and transfer agent for purposes of the Meeting. To vote in person at the Meeting each registered shareholder or NOBO will be required to register for the Meeting by identifying themselves at the registration desk. Non-registered beneficial shareholders (other than NOBOs) must appoint themselves as a proxyholder to vote in person at the Meeting. Please also refer to "Non-Registered Holders" below.

Voting by Proxy at the Meeting

If a registered shareholder or NOBO cannot attend the Meeting but wishes to vote on the resolutions, the registered shareholder or NOBO should sign, date and deliver the enclosed form of proxy to the Corporation's registrar and transfer agent, Capital Transfer Agency Inc., 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 so it is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. A shareholder giving a proxy can strike out the names of the nominees printed in the accompanying form of proxy and insert the name of another nominee in the space provided, or the shareholder may complete another form of proxy. A proxy nominee need not be a shareholder of the Corporation. A shareholder giving a proxy has the right to attend the Meeting or appoint someone else to attend as his or her proxy at the Meeting and the proxy submitted earlier can be revoked in the manner described under "Appointment and Revocation of Proxies".

Non-registered Holders

In many cases, Common Shares beneficially owned by a holder (a "Non-Registered Holder") are registered either:

1. in the name of an intermediary that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or,
2. in the name of a depository (such as The Canadian Depository for Securities Limited or "CDS"). Non- Registered Holders do not appear on the list of shareholders of the Corporation maintained by the transfer agent.

In accordance with Canadian securities law, the Corporation has distributed copies of the Notice of Meeting, this Management Information Circular and the form of proxy (collectively, the "meeting materials") to CDS and intermediaries for onward distribution to Non-Registered 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 to forward the meeting materials to Non-Registered Holders. Non-Registered Holders, other than NOBOs, will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

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A. Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the meeting materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the holder's behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Non- Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Holder's behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-Registered Holder.

Or,

B. Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the meeting materials, a form of proxy that has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the holder's behalf), the Non-Registered Holder must complete the form of proxy and deposit it with the Corporation's registrar and transfer agent, Capital Transfer Agency Inc., 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, as described above. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the holder's behalf), the Non-Registered Holder must 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.

Non-Objecting Beneficial Owners

These meeting materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) 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 or form of proxy delivered to you.

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

The persons named in the enclosed form of proxy will vote the Common Shares in respect of which they are appointed proxy on any ballot that may be called for in accordance with the instructions on the proxy. In the absence of such instructions, such Common Shares will be voted IN FAVOUR of each of the resolutions referred to in the proxy.

The form of proxy accompanying this Circular confers discretionary authority upon the persons named in the proxy with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters, which are not known to management, should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxy.

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INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

The following table sets out the details, as of the date of this Circular, of the current directors and NEOs who beneficially own, directly, or indirectly, or exercise control and direction over Common Shares of the Corporation:

Name	Office Held	Number of Common	Approximate
		Shares directly or	Percentage of
		indirectly held	Outstanding Common
			Shares
Gurdip Panaich	Director	3,700,000	<.01%
Pawandeep Athwal	Director	14,274,800	<.01%
Randy Koroll	Director	1,375,000	<.01%
Ravinder Mann	Director	Nil	<.01%
Alessandro Cunsolo	Director	10,000	<.01%
Amanpreet Kaur-Purewal	Director	1,200,000	<.01%
Sonny Thind	Director	Nil	<.01%

Notes:

Other than as elsewhere disclosed in this Circular, management is not aware of any material interest in any matter to be acted upon at the Meeting, direct or indirect, by beneficial ownership or otherwise, of any director or senior officer of the Corporation who has held that position at any time since the beginning of the Corporation's last financial year and each associate or affiliate of any of the foregoing.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Corporation consists of an unlimited number of common shares, an unlimited number of first preferred shares issuable in series and an unlimited number of second preferred shares issuable in series. The common shares are listed for trading on the Exchange, under the symbol "SNA". Shareholders of record at the close of business on March 25, 2024 (the "Record Date") are entitled to vote such common shares at the Meeting on the basis of one vote for each common share held.

As of the Record Date, there were 1,158,218,663 common shares issued and outstanding.

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, directly or indirectly, directors or exercises cool over more than 10% of the common shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements for the fiscal year ended June 30, 2023 and the report of the Corporation's auditors thereon will be placed before the Meeting.

1. APPOINTMENT AND REMUNERATION OF AUDITORS

Management recommends the appointment of Richter LLP, Chartered Accountants of Toronto, Ontario, as the auditors of the Corporation to hold office until the close of the next annual meeting of the Shareholders at remuneration to be fixed by the directors.

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