Starrex International : 2021 Management Information Circular

STARREX INTERNATIONAL LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual and Special Meeting (the "Meeting") of the shareholders ("Shareholders") of STARREX INTERNATIONAL LTD. (the "Corporation") will be held on March 15, 2021 at 12:00 p.m. (Mountain time) to be held solely by means of remote communication. Shareholders are urged to attend the Meeting remotely (see instructions later in this Notice) for the following purposes:

1. to receive the audited financial statements of the Corporation as at and for the year ended December 31, 2019;
2. to appoint McGovern Hurley LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditors;
3. to elect Matthew D. Hill, P. Garrett Clayton, Charles Burns, Garfield J. Last and Scott Reeves as directors of the Corporation;
4. to consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying Management Information Circular (the "Circular"), approving the stock option plan of the Corporation; and
5. to transact such further business as may properly come before the Meeting or any adjournment thereof. Information relating to matters to be acted upon by the Shareholders at the Meeting is set forth in the accompanying Circular.

The Corporation intends to hold the Meeting via remote communication only. To participate or submit questions during the Meeting, Shareholders can join by remote communication instructions below. The Corporation reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak.

Shareholders may participate in the Meeting by phone or by computer audio using the following information:

Telephone Dial In:	720-902-7700
Alternate Dial In:	623-404-9000
Computer Audio:	https://meetings.ringcentral.com
Meeting ID:	765 205 6127
Passcode:	STXAGM2021

Shareholders are required to complete, sign and date the form of proxy or follow online voting instructions set out herein. An Instrument of Proxy will not be valid unless it is deposited at the offices of the Corporation's registrar and transfer agent, Odyssey Trust Company, by mail at 1230 - 300 5th Avenue SW Calgary AB T2P 3C4, by fax at 1-800- 517-4553or by internet athttps://login.odysseytrust.com/pxloginusing your 12 digit control number (located on the Form of Proxy accompanying this Circular), in the enclosed self-addressedenvelope, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof. A person appointed as proxy holder need not be a Shareholder of the Corporation.

Only Shareholders of record as at the close of business on January 29, 2021 (the "Record Date") are entitled to receive notice of the Meeting.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED: February 6, 2021

BY ORDER OF THE BOARD OF DIRECTORS

"Matthew Hill"

Matthew D. Hill

President, CEO, Chairman of the Board and Director

STARREX INTERNATIONAL LTD.

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

to be held on March 15, 2021

This Management Information Circular (the "Circular") is furnished in connection with the solicitation by the management of STARREX INTERNATIONAL LTD. (the "Corporation") of proxies to be used at the annual and special meeting (the "Meeting") of shareholders of the Corporation ("Shareholders") to be held solely by means of remote communication at 12:00 p.m. (Mountain Time) on March 15, 2021, and at any adjournment thereof for the purposes set forth in the accompanying Notice of Annual and Special Meeting of Shareholders (the "Notice of Meeting"). No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized. The information contained in this Circular is given as of February 6, 2021, unless otherwise indicated.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of the Corporation's communities, shareholders, employees and other stakeholders, the Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online, regardless of their geographic location. Shareholders will not be able to attend the Meeting in person.

SOLICITATION OF PROXIES

Management of the Corporation is soliciting proxies from Shareholders for the Meeting. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting and this Circular will be borne by the Corporation. In addition to solicitation by mail, proxies may be solicited by telephone or other means of communication and by directors, officers and employees of the Corporation, who will not be specifically remunerated therefore.

RECORD DATE

The record date (the "Record Date") for determination of Shareholders entitled to receive notice of and to vote at the Meeting is January 29, 2021. Only Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their common shares ("Shares") at the Meeting.

APPOINTMENT OF PROXIES AND PROXY VOTING

A Shareholder whose name appears on the Corporation's records as a Shareholder (a "Registered Shareholder") may vote prior to the meeting by means described below or they may appoint another person, who does not have to be a Shareholder, as their proxy to attend and vote in their place. The persons named in the enclosed form of proxy are directors and/or officers of the Corporation.

Each Registered Shareholder submitting a proxy has the right to appoint a proxyholder other than the persons designated in the form of proxy furnished by the Corporation, who need not be a Shareholder, to attend and act for the Registered Shareholder and on the Registered Shareholder's behalf at the Meeting. To exercise such right, the names of the persons designated by management should be crossed out and the name of the Registered Shareholder's appointee should be legibly printed in the blank space provided in the enclosed form of proxy or by submitting another appropriate form of proxy.

In order to be effective, the completed form of proxy must be sent so as to be deposited at the offices of the Corporation's transfer agent, Odyssey Trust Company, by mail at 1230 - 300 5th Avenue SW Calgary AB T2P 3C4, by fax at 1-800-517-4553 or by internet at https://login.odysseytrust.com/pxloginusing your 12 digit control number (located on the Form of Proxy accompanying this Circular) not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, before the time set for the holding of the Meeting or any adjournment(s) thereof. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution. The completed form of proxy shall be in writing and shall be executed by the Registered Shareholder or his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by a director, officer or attorney thereof duly authorized.

APPOINTMENT OF PROXIES

The individuals named in the accompanying Form of Proxy are directors and/or officers of the Corporation. A

Shareholder wishing to appoint some other person (who need not be a Shareholder) to attend and act for the Shareholder and on the Shareholder's behalf at the Meeting has the right to do so, either by inserting such person's name in the blank space provided in the Form of Proxy and striking out the two printed names, or by completing another form of proxy. A proxy will not be valid unless the completed, dated and signed Form of Proxy is delivered to Odyssey Trust Company, by mail at 1230 - 300 5th Avenue SW Calgary AB T2P 3C4, Canada, by fax at 1- 800-517-4553or by internet athttps://login.odysseytrust.com/pxloginusing your 12 digit control number (located on the Form of Proxy accompanying this circular) not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof.

REVOCATION OF PROXIES

In addition to revocation in any manner permitted by law, a proxy may be revoked by an instrument in writing signed by the Shareholder or by the Shareholder's attorney duly authorized in writing or, if the Shareholder is a corporation or association, the instrument in writing should bear the seal of such corporation or association and must be executed by an officer or by an attorney duly authorized in writing, and deposited at the registered office of the Corporation, 1250, 639 - 5th Avenue SW Calgary, Alberta T2P 0M9, Attention: Scott Reeves, at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or, as to any matter in respect of which a vote shall not already have been cast pursuant to such proxy, with the Chairman of the Meeting on the day of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked.

VOTING OF PROXIES

All shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), in accordance with the instructions specified in the enclosed Form of Proxy. In the absence of any such specification, the Form of Proxy confers discretionary authority on the proxyholder with respect to such matter. It is intended that the Management designees, if named as proxyholder, will vote in favour of each matter referred to in the Form of Proxy and for the nominees of Management for directors and for auditor.

The Management designees named in the enclosed Form of Proxy are Matthew Hill, President, Chief Executive Officer ("CEO"), Chairman of the board of directors of the Corporation (the "Board"), Scott Reeves, Corporate Secretary and a director of the Corporation, and each have indicated their willingness to represent as proxyholder the Shareholder who appoints them.

The enclosed Form of Proxy, when properly signed, confers discretionary authority upon the persons named therein with respect to amendments or variations of matters identified in the Notice of Meeting and any other matters which may properly be brought before the Meeting. As of the date hereof, Management of the Corporation is not aware of any such amendments to or variations of matters identified in the Notice of Meeting or of other matters to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, then the Management designees intend to vote in accordance with the judgment of the Management of the Corporation.

ADVICE TO BENEFICIAL HOLDERS OF SHARES

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 their Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are held in an account with an intermediary such as a broker or a financial institution, then in almost all cases those Shares will not be registered in the Beneficial Shareholder's name on the records of the Corporation. Such Shares will more likely be registered under the name of the intermediary or its agent. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc. ("CDS"), which acts as nominee for many Canadian brokerage firms). Such Shares can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the intermediary and its agents and nominees are prohibited from voting such Shares for their clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person. The Corporation does not know for whose benefit the Shares registered in the name of CDS & Co. are held. The majority of Shares held in the United States are registered in the name of Cede & Co., the nominee for the Depository Trust Company, which is the United States equivalent of CDS.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to its clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker or other intermediary or agent is similar or identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder (the broker or other intermediary or agent) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails a scannable voting instruction form (the "Voting Instruction Form") in lieu of the form of proxy provided by the Corporation and asks Beneficial Shareholders to complete and return the Voting Instruction Form to Broadridge. Alternatively, the Beneficial Shareholder can call a toll-free telephone number (1-800-474-7493) or access Broadridge's dedicated voting website at www.proxyvote.com to deliver their voting instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. Meeting materials may also be provided electronically and Beneficial Shareholders should follow the instructions provided for how to vote their Shares. A Beneficial Shareholder receiving a Voting Instruction Form cannot use that Voting Instruction Form to vote Shares directly at the Meeting as the Voting Instruction Form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of its broker or other intermediary, the Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Shares in that capacity. If the Beneficial Shareholder wishes to attend the Meeting and vote its own Shares, it must do so as proxyholder for the Registered Shareholder. To do this, the Beneficial Shareholder should enter its own name in the blank space on the form of proxy provided and return the same to its broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting.

NOTICE-AND-ACCESS REGIME

The Corporation has elected to use the "notice-and-access" provisions ("Notice-and-Access") under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the Meeting in respect of the delivery of meeting materials, the annual financial statements and related management's discussion and analysis (the "Annual Materials").

Under the Notice-and-Access regime, reporting issuers are permitted to deliver the Annual Materials by posting them on SEDAR as well as a website other than SEDAR and sending a notice package to each Shareholder receiving the Annual Materials under this regime. The notice package must include: (i) the relevant form of proxy or voting instruction form;

1. basic information about the Meeting and the matters to be voted on; (iii) instructions on how to obtain a paper copy of the Annual Materials; and (iv) a plain-language explanation of how the Notice-and-Access system operates and how the Annual Materials can be accessed online. Notice-and-Access substantially reduces the quantity of material that must be printed and mailed to Shareholders by allowing for the posting of Annual Materials online, thus reducing costs and the environmental impact.

The Corporation has adopted Notice-and-Access in respect of the delivery of the Annual Materials to Beneficial Shareholders (i.e. Shareholders who hold their Shares in the name of a broker or other intermediary or agent) and in respect of the delivery of the Annual Materials to Registered Shareholders (i.e. Shareholders whose name appears on the Corporation's records as a holder of Shares). In connection with the use of Notice-and-Access, the Corporation has received exemptions from Innovation, Science and Economic Development Canada under subsection 151(1) of the Canada Business Corporations Act (the "CBCA") to permit it to use Notice-and-Access rather than mailing the Annual Materials to Registered Shareholders.

The Corporation will not send its proxy-related meeting materials directly to non-objecting beneficial owners under NI 54-101.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of an unlimited number of common shares ("Common Shares") without par value. As at the date of this Circular, there are 15,752,525 Common Shares issued and outstanding, each such share carrying the right to one vote at the Meeting. The Corporation has no other classes of shares outstanding.

Each Shareholder of record on January 29, 2021 being the Record Date, is entitled to receive notice of, to attend and to vote at the Meeting.

The By-laws of the Corporation provide that a quorum for the transaction of business at the Meeting is two or more persons present and authorized to cast in the aggregate not less than ten percent of the total votes attaching to all shares carrying the right to vote at that meeting.

Except where otherwise stated, and other than the election of directors, a simple majority of 50% plus 1 of the votes cast at the Meeting is required to approve the matters being submitted to a vote of Shareholders at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as at February 6, 2021, the following Shareholders beneficially own, or control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding voting securities of the Corporation entitled to vote at the Meeting:

	Number of Shares Beneficially Owned, Directly	Percentage of Outstanding Voting
Name	or Indirectly, Controlled or Directed	Securities
Tyrell L. Garth (1)	3,521,270	22.35%
P. Garrett Clayton (2)	3,552,940	22.55%

1. Of this number, Tyrell L. Garth exercises control and direction over 1,522,194 shares held by 405 Manhattan Investments, LLC and 100,000 shares held by Garth Family Art Limited Partnership.
2. Of this number, P. Garrett Clayton exercises control and direction over 769,767 shares held by Amcap Mortgage, Ltd. and 424,847 shares held by American Capital Equity Fund, LLC.

CORPORATE GOVERNANCE

The following disclosure relates to the Corporation's Corporate Governance Practices as required under National Instrument 58-101 - Disclosure of Corporate Governance Practices.

Board of Directors

The Board facilitates its exercise of independent supervision over the Corporation's Management through frequent formal and informal meetings of the Board.

A majority of the members of the Board qualify as "independent", namely Charles Burns, Garfield J. Last and Scott Reeves. An "independent" director is a director who has no direct or indirect "material relationship" with the Corporation. A "material relationship" means a relationship which could, in the view of the Corporation's Board, reasonably interfere with the exercise of a member's independent judgment. Section 1.4 of National Instrument 52-110 - Audit Committees ("NI 52-110") contains further clarification of the meaning of "independence" and what constitutes a "material relationship". Matthew D. Hill, CEO, President is an officer of the Corporation, and P. Garrett Clayton is a related party to the Corporation and therefore are not independent directors.

Directorships

The following current and proposed directors of the Corporation presently serve as directors of other reporting issuers:

Director	Reporting Issuer
Matthew D. Hill	N/A
P. Garrett Clayton	N/A
Charles Burns	Phoenix Canada Oil Company Limited (TSXV: PCO)
	NexGenRx Inc. (TSXV: NXG)
Garfield J. Last	N/A
Scott Reeves	Tree of Knowledge International Corp. (CSE: TOKI)
	Radiko Holdings Corp. (CSE: RDKO)
	Navion Capital Inc. (TSXV: NAVN.P)
	Centaurus Energy Inc.(TSXV: CTA)