Imperial Equities : 2022 – Management Information Circular

Adapting to a

Changing World

2022 Management Information Circular

and Notice of Annual General Meeting

Imperial Equities Inc.

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") of Imperial Equities Inc. (the "Corporation") will be held as follows:

Date: Thursday, March 16, 2023

Time: 2:00 p.m. Mountain Time

Place: To be held virtually via Zoom Videoconference: https://bit.ly/3G0I6ae

The meeting will address the following items:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended September 30, 2022, together with the auditors' report thereon;
2. to elect the board of directors to serve until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;
3. to reappoint Grant Thornton LLP, Chartered Accountants, as auditors and to authorize the directors to fix the auditors' remuneration;
4. to transact such other business as may properly be brought before the Meeting, or any adjournment or adjournments thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which Information Circular forms a part of this notice of the Meeting.

Each person who is a Shareholder of record at the close of business on February 09, 2023 (the "Record Date"), will be entitled to notice of, and to attend and vote at, the Meeting provided that, to the extent a Shareholder as of the Record Date transfers the ownership of any of such shares after such date and the transferee of those shares establishes that the transferee owns the shares and demands, not later than ten days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those shares at the Meeting.

By order of the Board of Directors.

Sine Chadi, Chairman

Edmonton, Alberta

January 13, 2023

Shareholders who are unable to attend the Meeting in person are requested to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and forward it in the enclosed envelope to Computershare Trust Company of Canada, Attention: Proxy Department, 600, 530 - 8th Avenue SW, Calgary, Alberta, T2P 3S8, or fax it to: 403-265-1455. It must be received no later than 2:00 pm (MT) March 14th 2023. You may also vote by telephone or the Internet. 1-866-732-VOTE (8683) Toll Free, or www.investorvote. com.

Non-registered or beneficial Shareholders who do not hold Common Shares in their own name but rather through a broker, financial institution, trustee, nominee or other intermediary must complete and return the voting instruction form provided to them or follow the telephone or internet-based voting procedures described therein in advance of the deadline set forth in the voting instruction form in order to have such Common Shares voted at the Meeting on their behalf. See "Voting of Shares - Advice to Beneficial Shareholders" in the Information Circular.

IEI MANAGEMENT INFORMATION CIRCULAR 2022	01

January 13, 2023

Dear Fellow Shareholders:

On behalf of the Board of Directors of Imperial Equities Inc., I would like to take this opportunity to invite you to attend our Annual General Meeting of the Shareholders, our 25th such meeting. The meeting will take place on Thursday, March 16, 2023 at 2:00 p.m. Out of an abundance of caution, the meeting will be held virtually, via ZOOM teleconference, and can be accessed via this link: https://bit.ly/3G0I6ae

The meeting will be an opportunity for you to hear about our performance in 2022 and to meet with our Board of Directors and Management. I hope that you will find the meeting both interesting and informative.

I would encourage you to ask any questions you may have with respect to the operations and outlook of our Company. Please feel free to participate in the discussion and if you happen to leave the meeting with any questions or concerns, you can always contact me at 780-424-7227.

We thank you for your participation as a shareholder of Imperial Equities Inc. We sincerely appreciate your support and confidence.

Sincerely,

Sine Chadi

Chief Executive Officer and

Chairman of the Board

02	IEI MANAGEMENT INFORMATION CIRCULAR 2022

Table of Contents

Glossary of Terms														04
Information Circular												05
Shareholder Voting Matters and Recommendation						05
Interest of Certain Persons and Companies in Matters to be Acted Upon		06
General Proxy Materials										06
The Corporation											07
Corporate Governance Practices								08
Voting Securities and Principal Holders of Voting Securities		09
Board of Directors							10
Executive Compensation						13
Indebtedness of Directors and Executive Officers				15
Interest of Informed Persons in Material Transactions			15
Appointment of Auditor				15
Management Contracts				16
Additional Information				16
Schedule "A" Audit Committee/Audit Committee Charter		17
Compostion of the Audit Committee		20

IEI MANAGEMENT INFORMATION CIRCULAR 2022	03

Glossary of Terms

The following is a glossary of terms and abbreviations used frequently throughout this Management Information Circular and Proxy Statement:

"ABCA" means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, and includes regulations promulgated thereunder.

"Articles" means the Articles of Incorporation of the Corporation, as amended.

"Board" means the Board of Directors of the Corporation.

"Bylaws" means Bylaw Number 1 of the Corporation adopted and approved by the Board on October 1, 2001, as amended effective June 15, 2021, and as further amended from time to time.

"CEO" means the Chief Executive Officer of the Corporation.

"COO" means the Chief Operating Officer of the Corporation.

"CFO" means the Chief Financial Officer of the Corporation.

"Corporation" means Imperial Equities Inc., a corporation incorporated under the ABCA.

"Financial Year" means the Corporation's most recently completed financial year ended September 30, 2022.

"Information Circular" means this Management Information Circular and Proxy Statement dated January 13, 2023, including the appendix appended hereto.

"Meeting Date" means Thursday, March 16, 2023.

"Meeting" means the annual general meeting of the Shareholders to be held at via Zoom video Conference on Thursday, March 16, 2023 at 2:00 p.m. (MT) for the purposes set forth in the Notice of Meeting.

"Named Executive Officer" means the following individuals: (a) each individual who served as the CEO of the Corporation or acted in a similar capacity during the Financial Year; (b) each individual who served as the CFO of the Corporation or acted in a similar capacity during the Financial Year; (c) each of the Corporation's three most highly compensated executive officers, other than the CEO and CFO of the Corporation, who were serving as executive officers at the end of the Financial Year and whose total salary and bonus exceeds $150,000, and (d) any additional individual for whom disclosure would have been provided under (c) but for the fact that the individual was not serving as an executive officer of the Corporation at the end of the Financial Year.

"Notice of Meeting" means the notice of the Meeting accompanying this Information Circular.

"Option Plan" means the Corporation's Directors', Management, Employees' and Consultants' Stock Option Plan approved by the Shareholders on March 31, 2005 and amended and approved by the Shareholders on March 21, 2013.

"Record Date" means February 09, 2023.

"SAR" or "stock appreciation right" means a right granted by the Corporation or any of its subsidiaries as compensation for employment services rendered or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of publicly traded securities.

"SEDAR" means the System for Electronic Document Analysis and Retrieval.

"Shareholder" means a holder of one or more Shares.

"Share" means a common share in the capital of the Corporation.

"TSX-V" means the TSX Venture Exchange Inc.

04	IEI MANAGEMENT INFORMATION CIRCULAR 2022