Solar Alliance Energy : 2020 Circular

SOLAR ALLIANCE ENERGY INC.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

THURSDAY, FEBRUARY 10, 2022, AT 12:00 PM (TORONTO TIME)

AT

82 RICHMOND STREET EAST,

TORONTO, ONTARIO M5C 1P1

DATED: DECEMBER 31, 2021

620 -1111 Melville St

Vancouver, BC

V6E 3V6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of shareholders ("Shareholders") of Solar Alliance Energy Inc. (the "Company" or "Solar Alliance") will be held at 82 Richmond Street East, Toronto, Ontario, M5C 1P1 on the 10th day of February 2022 at 12:00 p.m. (EST) for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2020, together with the report of the auditors thereon;
2. to elect directors to hold office until the next annual general meeting of the Company;
3. to appoint Smythe LLP, Chartered Professional Accountants as auditor and to authorize the directors to fix the auditor's remuneration;

4. to consider and, if thought fit, to pass an ordinary resolution providing for the approval of the Company's Stock Option Plan. Information may be found in the "Approval of Stock Option Plan" section of the

Information Circular, subject to regulatory approval; and

5. to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The accompanying Management Information Circular provides additional information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice.

In an effort to mitigate the risks associated with COVID-19, and to preserve the health and safety of our communities, Shareholders, employees, and other stakeholders, we are inviting Shareholders to participate in the Meeting by dialing in to our conference line at: 1-866-365-4406 (North America - Toll Free), followed by the Conference ID8487744#. Participants should dial in at least 10 minutes prior to the scheduled start time and ask to join the call. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location. We encourage Shareholders not to attend the Meeting in person due to risks related to COVID-19. We will also take additional precautionary measures in relation to the physical Meeting, limiting access to essential personnel, registered Shareholders and proxyholders entitled to attend and vote at the Meeting. Shareholders cannot vote their common shares at the Meeting if attending via teleconference and must vote prior to the Meeting via proxy.

Shareholders who are unable to, or choose not to, attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the enclosed form of proxy must be deposited with Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, (by mail or hand delivery); voted by telephone at 1-866-732-VOTE (8683); or voted online at www.investorvote.com. In order to be valid and acted upon at the Meeting, the duly-completed form of proxy must be received prior to 12:00 p.m. (Toronto time) on February 8, 2022, or in the case of any adjournment or postponement of the Meeting, not later than 48 hours (excluding Saturdays, Sundays and Statutory Holidays in Toronto, Ontario) prior to the time set for the adjourned or postponed Meeting, or be deposited with the Secretary of the Company before the commencement of the Meeting or of any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline.

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Due to health concerns related to COVID-19 and to allow the Company to comply with the requirements and recommendations of health authorities in effect at the time of the Meeting, the Company encourages all Shareholders to cast their votes by submitting proxies as described above.

The Company has elected to use the notice-and-access process ("Notice-and-Access") that came in effect on February 11, 2013, under NI 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54- 101") and National Instrument 51-102 - Continuous Disclosure Obligations, for distribution of this Information Circular and other meeting materials to registered Shareholders of the Company and Non-Registered Shareholders (as defined herein).

Notice-and-Access allows issuers to post electronic versions of meeting materials, including circulars, annual financial statements and management discussion and analysis, online, via SEDAR and one other website, rather than mailing paper copies of such meeting materials to Shareholders. The Company anticipates that utilizing the Notice-and-Access process will substantially reduce both postage and printing costs.

Meeting materials including the Information Circular and the Company's audited financial statements for the year ended December 31, 2020, and the Company's management discussion and analysis for the year ended December 31, 2020, are available on the Company's website at https://www.solaralliance.com/investors/and on the Company's SEDAR profile at www.sedar.com.

Although the Information Circular and related materials (collectively, the 'Meeting Materials") will be available electronically online, as noted above, the registered Shareholders and non-registered Shareholders (subject to the provisions set out in the accompanying Management Information Circular under the heading "NON-REGISTEREDSHAREHOLDERS") will receive a "notice package" (the "Notice-and-AccessNotification") by prepaid mail, which includes the information prescribed by NI 54-101 and a proxy form or voting instruction form from their respective intermediaries. Shareholders should follow the instructions for completion and delivery contained in the proxy or voting instruction form. Shareholders are reminded to review the Information Circular before voting.

Management of the Company does not intend to pay for intermediaries to forward the Notice-and-Access Notification to OBOs (as defined herein) under NI 54-101.

Shareholders will not receive a paper copy of the Meeting Materials unless they request paper copies from the Company. To receive a paper copy in time to vote before the Meeting, requests for paper copies should be received by the Company's registrar and transfer agent, Computershare Investor Services Inc., by January 29, 2022. Shareholders who have questions about Notice-and-Access may contact the Company. toll free at 1-888-DSA-CORP(372-2677) or [e-mail].

If you are a beneficial or non-registered holder of common shares in the capital stock of the Company and have received these materials through your broker, custodian, nominee, or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee, or other intermediary in accordance with the instructions provided therein. A beneficial or non-registered Shareholder will not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the common shares in that capacity.

Please advise the Company's registrar and transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, of any change in your mailing address.

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DATED as of the 31st day of December 2021.

BY ORDER OF THE BOARD

SOLAR ALLIANCE ENERGY INC.

(signed) "Michael Clark"

Chairperson

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SOLAR ALLIANCE ENERGY INC.

MANAGEMENT INFORMATION CIRCULAR

AS AT DECEMBER 31, 2021

PERSONS MAKING THE SOLICITATION

This management information circular (the "Information Circular") has been furnished by the management of Solar Alliance Energy Inc. (the "Company") for use by everyone who was a shareholder of record of the Company on December 31, 2021, which is the date that has been fixed by the directors (the "Board") of the Company as the record date to determine the shareholders who are entitled to receive notice of the meeting.

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of our management for use at the annual general and special meeting of the shareholders of the Company that is to be held on February 10, 2022, at 12:00 p.m. (EST) at 82 Richmond Street East, Toronto, Ontario M5C 1P1 (the "Meeting"). The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.

Under our Articles, one shareholder must be present in person or represented by proxy holding or representing not less than one share of the issued shares entitled to vote at the Meeting before any action may validly be taken at the Meeting. If such a quorum is not present in person or by proxy, we will reschedule the Meeting.

References to dollars ($) in this Information Circular shall mean Canadian dollars unless otherwise indicated.

PART 1 - VOTING

HOW A VOTE IS PASSED

All the matters that will come to a vote at the Meeting as described in the attached Notice of Meeting are ordinary resolutions and can be passed by a simple majority - that is, if more than half of the votes that are cast are in favour, the resolution is approved.

WHO CAN VOTE?

If you are a registered shareholder of the Company as at December 31, 2021, you are entitled to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf but documentation indicating such officer's authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see "Voting by Proxy"). If your shares are registered in the name of a "nominee" (usually a bank, trust company, securities dealer, or other financial institution) you should refer to the section entitled "Non-registered Shareholders" set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, we invite you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote, or you can let him or her decide for you. You can do this by completing a form of proxy.

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