Telescope Innovations : Management Information Circular

	TELESCOPE INNOVATIONS CORP.
	2022 ANNUAL GENERAL AND SPECIAL MEETING
	Notice of Annual General and Special Meeting of Shareholders
	and
	Management Information Circular
Place:	885 West Georgia Street
	Suite 2200, HSBC Building
	Vancouver, British Columbia
	V6C 3E8
Time:	3:00 p.m. PDT
Date:	April 28, 2022

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TELESCOPE INNOVATIONS CORP.

NOTICE OF 2022 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2022 annual general and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Telescope Innovations Corp. (the "Company") will be held at the offices of the Cassels Brock & Blackwell LLP at 885 West Georgia Street, Suite 2200, HSBC Building, Vancouver, British Columbia, V6C 3E8 at 3:00 p.m. (Vancouver time) on Thursday, April 28, 2022 for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the fiscal year ended August 31, 2021 and the auditors' report thereon;
2. To appoint Manning Elliott LLP as the auditors for the Company for the ensuing year and authorize the directors to fix the auditors' remuneration;
3. To fix the number of directors to be elected for the ensuing year at five;
4. To elect directors of the Company for the ensuing year;
5. To approve the Company's stock option plan; and
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The Company's board of directors (the "Board") has fixed March 17, 2022, as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting.

In light of the ongoing novel coronavirus disease (COVID-19) pandemic and in adherence to current government direction and advice (to which the Company will adhere between the date hereof and the date of the Meeting or any adjournment or postponement thereof), the Company is providing Shareholders with an opportunity to attend the Meeting and to vote either in person (subject to applicable restrictions regarding public gatherings) or by proxy at the Meeting. The Company encourages shareholders not to attend the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. Those attending in person will be required to comply with the then current direction and advice from federal, provincial and municipal levels of government concerning public gatherings. Shareholders should be advised that constantly evolving restrictions on the size of public gatherings are beyond the control of the Company, and attendance at the Meeting in person may be difficult or not permitted. ACCORDINGLY, THE

COMPANY STRONGLY URGES ALL SHAREHOLDERS TO VOTE IN ADVANCE OF THE MEETING BY PROXY.

The Company reserves the right to take any additional precautionary measures deemed appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 pandemic including, if considered necessary or advisable, hosting the Meeting solely by means of remote communication. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile on the SEDAR website. We strongly recommend you check the Company's profile on the SEDAR website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting materials.

Registered Shareholders are requested to date and sign the enclosed form of proxy (the "Form of Proxy") and return it to the Company's transfer agent, Odyssey Trust Company. To be effective, the Form of Proxy must be mailed so as to reach or be deposited with Odyssey Trust Company, at Trader's Bank Building, Suite 702, 67

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Yonge St., Toronto, Ontario, Attention: Proxy Department or by fax at [phone] not later than forty-eight

1. hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournment or postponement thereof or may be accepted by the Chairperson of the Meeting at his or her discretion prior to the commencement of the Meeting. The Form of Proxy or other instrument used to appoint a proxy shall be executed by the registered Shareholder or its attorney, or if such registered Shareholder is a corporation, under the corporate seal, and executed by a director, officer or attorney thereof duly authorized. Alternatively, a registered Shareholder may complete its Form of Proxy online athttps://login.odysseytrust.com/pxloginby following the instructions provided on the Form of Proxy.

If you are an unregistered Shareholder of the Company and received these materials through your broker or through another intermediary, please complete and return the voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

The audited financial statements for the year ended August 31, 2021 report of the auditor and related management discussion and analysis will be made available at the Meeting and are available under the Company's profile on the SEDAR website at www.sedar.com.

DATED at Vancouver, British Columbia, this 17th day of March, 2022.

By Order of the Board of Directors of

Telescope Innovations Corp.

(Signed) "Jason Hein"

Jason Hein

Director

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TELESCOPE INNOVATIONS CORP

MANAGEMENT INFORMATION CIRCULAR

For the 2022 Annual General and Special Meeting to be held on Thursday, April 28, 2022

(information presented herein is current as of March 17, 2022, except as otherwise indicated)

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Telescope Innovations Corp. (the "Company") for use at the annual general and special meeting (the "Meeting") of the holders of common shares in the capital of the Company (the "Shareholders") to be held at the offices of Cassels Brock & Blackwell LLP at 885 West Georgia Street, Suite 2200, HSBC Building, Vancouver, British Columbia, V6C 3E8, on Thursday, April 28, 2022 at 3:00 p.m. (Vancouver time) for the purposes set out in the notice of meeting accompanying this Circular.

While it is expected that the solicitation of proxies will be primarily by mail, proxies may be solicited personally or by telephone by personal interviews, personal delivery, telephone or any form of electronic communication by directors, officers and employees of the Company at nominal cost. The Company may reimburse Shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute proxies. All costs of solicitation will be borne by the Company. None of the directors of the Company have advised that they intend to oppose any action intended to be taken by management as set forth in this Circular.

In light of the ongoing novel coronavirus disease (COVID-19) pandemic and in adherence to current government direction and advice (to which the Company will adhere between the date hereof and the date of the Meeting or any adjournment or postponement thereof), the Company is providing Shareholders with an opportunity to attend the Meeting and to vote either in person (subject to applicable restrictions regarding public gatherings) or by proxy at the Meeting. The Company encourages shareholders not to attend the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. Those attending in person will be required to comply with the then current direction and advice from federal, provincial and municipal levels of government concerning public gatherings. Shareholders should be advised that constantly evolving restrictions on the size of public gatherings are beyond the control of the Company, and attendance at the Meeting in person may be difficult or not permitted. ACCORDINGLY, THE

COMPANY STRONGLY URGES ALL SHAREHOLDERS TO VOTE IN ADVANCE OF THE MEETING BY PROXY.

The Company reserves the right to take any additional precautionary measures deemed appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 pandemic including, if considered necessary or advisable, hosting the Meeting solely by means of remote communication. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile on the SEDAR website. We strongly recommend you check the Company's profile on the SEDAR website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting materials.

Appointment of Proxy

Accompanying this Circular is a form of proxy for the registered Shareholders. The individuals named in the accompanying form of proxy are directors or officers of the Company. A registered Shareholder has the right to appoint a person or entity (who need not be a Shareholder of the Company) to attend and act on his or her behalf at the Meeting other than the persons named in the enclosed applicable instrument of proxy. To exercise this right, a registered Shareholder must strike out the names of the persons named in the instrument of proxy and insert the name of his or her nominee in the blank space provided, or complete another instrument of proxy.

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The completed instrument of proxy must be dated and signed and the duly completed instrument of proxy must be deposited at the Company's transfer agent, ODYSSEY TRUST COMPANY. no later than 3:00 p.m. (Vancouver time) on Tuesday, April 26, 2022 or forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice.

Registered Shareholders may vote in any of the following ways:

In Person	Attend the Meeting and register with the transfer agent, Odyssey Trust, upon your
	arrival. Do not fill out and return your proxy if you intend to vote in person at the
	Meeting.
Mail	Enter voting instruction, sign the form of proxy and send your completed form in
	the accompanied envelope to:
	Odyssey Trust Company,
	Trader's Bank Building
	Suite 702, 67 Yonge Street
	Toronto, ON
	M5E 1J8
	Attention: Proxy Department
Telephone	Odyssey does not offer telephone voting for meetings.
	By fax to Odyssey, to the attention of the Proxy Department at 1-800-517-4553
Fax	(toll free within Canada and the U.S.) or 416-263-9524 (international).
	Go to https://login.odysseytrust.com/pxloginyour 12-digit control number printed
Internet	on the form of proxy and follow the instructions on the website to vote your
	Telescope Innovations Corp. Shares.

The instrument of proxy must be signed by the Shareholder or by his or her duly authorized attorney. If signed by a duly authorized attorney, the instrument of proxy must be accompanied by the original power of attorney or a notarial certified copy thereof. If the Shareholder is a corporation, the instrument of proxy must be signed by a duly authorized attorney, officer, or corporate representative, and must be accompanied by the original power of attorney or document whereby the duly authorized officer or corporate representative derives his or her power, as the case may be, or a notarially certified copy thereof.

The articles of the Company confer discretionary authority upon the chairman of the meeting to accept proxies which do not strictly conform to the foregoing requirements and certain other requirements set forth in the articles of the Company.

Voting by Proxy and Exercise of Discretion

On any poll, the persons named in the enclosed instrument of proxy will vote the shares in respect of which they are appointed and, where directions are given by the registered Shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

In the absence of any direction in the instrument of proxy, it is intended that such shares will be voted FOR the motions proposed to be made at the Meeting as stated under the headings in this Circular. The instrument of proxy enclosed, when properly signed, confers discretionary authority to the nominee with respect to amendments or variations to any matters identified in the Notice of Meeting, and other matters which may be properly brought before the Meeting. At the time of printing of this Circular, the management of the Company is not aware that any such amendments, variations or other matters are 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, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.