Bri Chem : Management Information Circular for 2023 AGM

NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

Dated: May 11, 2023

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS OF BRI-CHEM CORP.

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of Bri-Chem Corp. (the "Corporation") will be held at 12:00 p.m. (Edmonton time) at the Courtyard by Marriott at 10011 - 184 Street N.W., Edmonton, Alberta on June 22, 2023 for the following purposes:

1. to receive and consider the annual audited financial statements of the Corporation for the year ended December 31, 2022 and the auditor's report thereon;
2. to fix the number of directors at four and to elect the directors of the Corporation for the ensuing year;
3. to appoint the auditors of the Corporation for the ensuing year, and to authorize the directors to fix their remuneration; and
4. to transact such other business as may be properly brought before the Meeting.

The specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular accompanying and forming part of this notice.

Your participation as a shareholder is very important to us. Please remember to vote your shares. If you are unable to attend the Meeting in person, you are requested to date and sign the enclosed form of Proxy and to mail it to or deposit it with the registrar and transfer agent of the Corporation, c/o Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 (facsimile: 416-263-9524), or vote your Common Shares by such other method as is identified, and pursuant to any instructions contained, in the form of Proxy. In order to be valid and acted upon at the

Meeting, the proxy must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment thereof.

If you are non-registered (beneficial) shareholder, and receive these materials through your broker or through another intermediary, you must vote following the instructions on your voting instruction form, which typically allows you to vote by proxy on the internet, by telephone, by mail or by fax. If you are a non- registered Shareholder and you do not complete and return the materials in accordance with such instructions, you may lose your right to vote.

Shareholders are cautioned that the use of mail to transmit proxies is at each Shareholder's risk.

At the Meeting, the Corporation may be required to put physical distancing practices in place to ensure the health and safety of everyone at the Meeting. The number of people permitted to attend the Meeting will be subject to and limited by the applicable health and safety orders and other requirements in effect at the time of the Meeting, and access may be restricted on a first come first serve basis. In the event the Corporation decides to change the date, time, location or format of the Meeting as the result of difficulties related to COVID-19, the Corporation will promptly notify Shareholders by issuing a news release, a copy of which will be available on SEDAR at www.sedar.com.

The Board of Directors of the Corporation has fixed the record date for the Meeting at the close of business on May 11, 2023 (the "Record Date"). Only Shareholders of the Corporation of record as at the date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Common

Shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such Shareholder transfers their Common Shares after the Record Date and the transferee of those Common Shares establishes that they own the Common Shares and demands, not later than the close of business on the date ten (10) days before the Meeting that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

DATED at the City of Edmonton, in the Province of Alberta, this 11th day of May 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Don Caron"

Don Caron

Chairman

ANNUAL GENERAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

PERSONS MAKING THE SOLICITATION

This management information circular ("Management Information Circular") is furnished in connection with the solicitation of proxies being made by the management of Bri-Chem Corp. (the "Corporation" or "Bri-Chem") for use at the annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of the Corporation to be held on Thursday, June 22, 2023 at the time and place and for the purposes set forth in the Notice of Meeting. While it is expected that the solicitation will be made primarily by mail, proxies may be solicited personally or by telephone or internet by directors, officers and employees of the Corporation. All costs of this solicitation will be borne by the Corporation.

APPOINTMENT OF PROXIES

The individuals named in the accompanying form of proxy (the "Proxy") are directors or officers of the Corporation.

A REGISTERED 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 it is completed, dated and signed and delivered to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 (facsimile: 416-263-9524)not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, or is delivered to the Chair of the Meeting prior to the commencement of the Meeting.

NON-REGISTERED HOLDERS

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Corporation are "non-registered" Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. More particularly, a person is not a registered Shareholder in respect of Common Shares which are held on behalf of the person (the "Non-RegisteredHolder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non- Registered Holder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administeredTFSAs, RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101of the Canadian Securities Administrators ("NI 54-101"),the Corporation has distributed copies of the Notice of Meeting, this Management Information Circular and the Proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-RegisteredHolders.

Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as "OBOs". In accordance with the requirements of NI 54-101, the Corporation has delivered the Meeting Materials to Intermediaries to forward to OBOs. The Corporation does not intend to pay for Intermediaries to forward the Meeting Materials to OBOs under NI 54-101. Accordingly, an OBO will not receive the Meeting Materials unless the OBO's Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the

Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

1. be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non- Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the Proxy, this Proxy is not required to be signed by the Non-RegisteredHolder when submitting the Proxy. In this case, the Non-RegisteredHolder who wishes to submit a Proxy should otherwise properly complete the Proxy and deliver it to Computershare Trust Company of Canada as provided above; or
2. more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "proxy authorization form") which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed Proxy accompanied by a page of instructions, which contains a removable label containing a bar code and other information. In order for the Proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the Proxy, properly complete and sign the Proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares, which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management proxyholders and insert the Non-Registered Holder's name in the blank space provided.

In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the Proxy or proxy authorization form is to be delivered.

REVOCATION OF PROXIES

A Shareholder who has given a Proxy may revoke it by an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 (facsimile: 416-263-9524), at any time up to and including the last business day preceding the day of the Meeting or any adjournment of it or to the Chair of the Meeting on the day of the Meeting or any adjournment of it. Only registered Shareholders have the right to revoke a Proxy. Non-RegisteredHolders who wish to change their vote must contact their Intermediary to revoke the Proxy on their behalf and carefully follow their Intermediary's instructions.

A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

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