TraceSafe : Management Information Circular (Meeting Date August 17, 2021)

TraceSafe Inc.

Notice of Meeting

and

Information Circular

in respect of an

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on Tuesday, August 17, 2021

INFORMATION CIRCULAR

Dated: July 13, 2021

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.

TRACESAFE INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the holders of common shares of TraceSafe Inc. (the "Company") will be held on Tuesday, August 17, 2021, at the hour of 1:00 p.m. (Central time), at the offices located at the offices of Regus, 141 West Jackson, Suite 300A, Chicago, Illinois for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2020, together with the report of the auditors thereon;
2. to elect the directors for the ensuing year;
3. to appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as the Company's auditors for the ensuing year and to authorize the directors to fix their remuneration;
4. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying, affirming and approving the 20% rolling long-term performance incentive plan, as more particularly described in the accompanying Information Circular; and
5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular (the "Circular") accompanying this notice. The Company's board of directors has, by resolution, fixed the close of business on July 13, 2021, as the record date, being the date for the determination of the holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) or postponement(s) thereof.

This notice is accompanied by the Circular, either a form of proxy for registered shareholders or a voting instruction form ("VIF") for certain beneficial shareholders and a supplemental mailing list return card. If you are unable to attend the Meeting, you should read the notes to the enclosed form of proxy or VIF, as applicable, and complete and return the proxy or VIF, as applicable, to the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, by 1:00 p.m. (Central time) on August 13, 2021, or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the Meeting or any adjournment(s) thereof. In addition, Computershare provides both telephone voting and internet voting services as described on the form of proxy and VIF.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder of the Company and do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting, either in person or by proxy.

In compliance with the current government orders and guidelines aimed at ensuring public safety in the face of the COVID-19 pandemic, TraceSafe strongly encourages shareholders to vote in advance of the meeting using the Form of Proxy or VIF. Please be sure to vote in advance of the meeting prior to the 1:00 pm, Central Daylight Time deadline on Friday, August 13, 2021.

DATED at Road Town, Tortola, BVI this 13th day of July 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "James Passin"

James Passin

Chairman of the Board

TRACESAFE INC.

MANAGEMENT INFORMATION CIRCULAR

Annual General Meeting of Shareholders

(all information is as of July 13, 2021, unless otherwise noted)

SOLICITATION OF PROXIES

This Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management (the "Management") of TraceSafe Inc. (the "Company"), for use at the annual general meeting (the "Meeting") of its shareholders (the "Shareholders") of the Company to be held on Tuesday, August 17, 2021 at the time and place and for the purposes set forth in the accompanying notice of meeting (the "Notice") and at any adjournments thereof. While it is expected that the solicitation will be made primarily by mail, proxies may be solicited personally or by telephone by directors, officers, employees or agents of the Company. All costs of this solicitation will be borne by the Company. The Company is not sending proxy-related materials using notice-and- access.

All dollar amounts referenced herein are Canadian Dollars unless otherwise stated.

APPOINTMENT OF PROXIES

The persons named as proxy nominees (the "Designated Persons") in the enclosed instrument of proxy (the "Proxy") are directors and/or officers of the Company, or persons designated by them.

Each Shareholder has the right to appoint a person or corporation (who need not be a Shareholder) to attend and represent the Shareholder at the Meeting other than the Designated Persons. To exercise this right, a Shareholder shall strike out the printed names of the Designated Persons in the Proxy and insert the name of its proxy nominee in the blank space provided in the Proxy, or complete another valid instrument of proxy. Such Shareholder should notify its proxy nominee of the appointment, obtain the proxy nominee's consent to act as proxy nominee and provide instructions to its proxy nominee on how the Shareholder's common shares should be voted. The proxy nominee should bring personal identification to the Meeting.

EXECUTION AND DELIVERY OF PROXY

An instrument of proxy will not be valid unless signed and dated by the Shareholder giving it or that Shareholder's attorney-in-fact duly authorized in writing, or, in the case of a corporation, signed and dated by an officer or attorney- in-fact duly authorized in writing for the corporate Shareholder. If an instrument of proxy is executed by an attorney- in-fact, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the attorney-in- fact or officer, as the case may be, or a notarised certified copy thereof, should accompany the instrument of proxy.

An instrument of proxy will not be valid unless deposited with the Company's registrar and transfer agent, Computershare Investor Services Inc. (the "Transfer Agent"), at its offices located on the 9th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, or by toll-free fax within North America to 1-866-249-7775, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof.

VOTING OF PROXY

If instructions as to voting indicated in a Proxy are certain, the common shares represented by a Proxy will be voted or withheld from voting by the Designated Persons in accordance with the instructions of the Shareholder on any ballot that may be called for, and if the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. In the absence of certain instructions in a Proxy or other instrument of proxy, it is intended that the common shares represented thereby will be voted in favour of the motions proposed to be made at the Meeting as stated in the Notice and in this Circular.

The Proxy, when properly signed and delivered, confers discretionary authority upon the proxy nominee with respect to any amendments or variations to the matters identified in the Notice or in this Circular or any other matters which may properly come before the Meeting. At the date of this Circular, Management is not aware of any such amendments, variations or other matters. If, however, any amendments, variations or other matters should properly come before the Meeting, such discretionary authority conferred by a Proxy will be exercised in accordance with the best judgment of the Designated Persons on such matters.

TSF Circular 20210817

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REVOCATION OF PROXY

A Shareholder who has given an instrument of proxy may revoke it at any time before it is exercised. The revocation of an instrument of proxy does not affect any matter on which a vote has been taken prior to such revocation.

In addition to revocation in any other manner permitted by law, an instrument of proxy may be revoked by an instrument in writing (i) signed by the Shareholder or that Shareholder's attorney-in-fact duly authorized in writing, or, in the case of a corporation, signed by an officer or attorney-in-fact duly authorized in writing for the corporate Shareholder; and (ii) delivered either to the Transfer Agent at the address/fax number set forth above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or to the Chair of the Meeting on the day of the Meeting and prior to the commencement thereof or, in the case of any adjournment or postponement, prior to the reconvening thereof.

An instrument of proxy will also automatically be revoked by either (i) attendance at the Meeting and participation in a poll (ballot) by the Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders 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 (referred to herein as a "Beneficial Shareholder") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of common shares (a "Registered Shareholder") can be recognized and acted upon at the Meeting.

If common shares are listed in an account statement provided to a Shareholder by a broker or another intermediary then in almost all cases those common shares will not be registered in the name of the Shareholder on the records of the Company, but in the name of that broker or intermediary or an agent of the broker or intermediary. In Canada, the vast majority of such common shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms and banks) and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many United States brokerage firms and banks).

Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person well in advance of the Meeting. Applicable regulatory policies require intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Each intermediary and broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker or intermediary or an agent of that broker or intermediary is often similar to the Proxy provided to Registered Shareholders by the Company. Its purpose, however, is limited to instructing the Registered Shareholder (the broker or intermediary or an agent of that broker or intermediary) on 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 applies a special sticker to proxy forms, mails those forms to the Beneficial Shareholders, and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the common shares to be represented at the Meeting. A Beneficial

Shareholder receiving a Broadridge proxy form cannot use that proxy form to vote common shares directly at the Meeting. The proxy form must be returned to Broadridge or the alternative voting procedures must be completed well in advance of the Meeting in order to ensure such common shares are voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker or intermediary (or agent of that broker or intermediary), a Beneficial Shareholder may attend at the Meeting as proxy holder for the Registered Shareholder and vote their common shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxy holder for the Registered Shareholder should contact their broker, intermediary or other agent or nominee holder well in advance of the Meeting for instructions.

TSF Circular 20210817

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These security holder materials are being sent to both registered and non-registered owners of the common shares of the Company. If you are a non-registered owner and the Company 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. In this event, by choosing to send these materials to you directly, the Company (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.

All references to Shareholders in this Circular and the Proxy are to Registered Shareholders unless specifically stated otherwise.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than as disclosed herein

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Description of Share Capital

The Company is authorized to issue an unlimited number of common shares (the "Common Shares") and an unlimited number of preferred shares. Each Common Share entitles the holder of record thereof to one vote at all meetings of the shareholders of the Company. As at the close of business on July 13, 2021, there were 44,806,888 Common Shares issued and outstanding. No preferred shares were issued and outstanding. The Company has no other classes of voting securities.

Record Date

The directors of the Company have fixed July 13, 2021 as the record date for the determination of the shareholders of the Company entitled to receive notice of the Meeting. Shareholders of record of the Company at the close of business on July 13, 2021 will be entitled to vote at the Meeting and at all adjournments thereof, except to the extent that a shareholder has transferred any Common Shares after the record date.

The Common Shares are listed on the Canadian Securities Exchange (the "CSE").

Ownership of Securities of the Company

As at July 13, 2021, to the knowledge of the directors and executive officers of the Company, no person or company beneficially owns or exercises control or direction over, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company, other than as set forth below:

	Approximate no. of common shares	Percentage of Issued and
Name(1)	owned, controlled or directed	Outstanding Shares(2)
James Passin	7,330,268(3)	16.36%

1. The majority of the Common Shares are held by the CDS & Co., an intermediary, and as such Management is unaware of the beneficial holders thereof. The above information is based upon information supplied by the Company's registrar and transfer agent and the Company's Management.
2. Based on 44,806,888 Common Shares outstanding on the Record Date.
3. Disclosed holding is controlled by James Passin, a director of the Company, who has direct control of 7,271,504 Common Shares and indirect control and direction of (i) 12,625 Common Shares held by Passin Management Limited Partnership, and (ii) 46,139 Common Shares held by FG2 Advisors LLC.

STATEMENT OF EXECUTIVE COMPENSATION

Unless otherwise noted the following information is for the Company's last completed financial year ended December 31, 2020.

TSF Circular 20210817

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