Kidoz : Management Information Circular

KIDOZ INC.

NOTICE OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON NOVEMBER 30, 2023

and

MANAGEMENT INFORMATION CIRCULAR

As at October 5, 2023

October 5, 2023 Dear Stockholder:

2022 was another record breaking year for Kidoz Inc. Kidoz extended its market leading position as the premier safe advertising solution on mobile devices reaching more devices and delivering more impressions that any other safe ad provider. Kidoz continues to expand its product and service offering which now includes brand awareness solutions, performance install services, and programmatic connections for both advertisers and publishers. Kidoz has built a powerful software platform and a global sales and service operation that has become the critical path to compliant kid safe media on mobile devices.

We continue to increase investments in our software systems and are beginning to see strong returns in our programmatic efforts which we expect will continue to grow in 2023. Advanced systems and features have also been applied to our publisher SDK, bidder technology, and performance install technology. Each and every system upgrade opens new commercial opportunities in the global mobile advertising market, which is expected to hit $378 billion by 2028.

The decline of traditional linear television creates a difficult challenge for advertisers and they are turning to mobile networks to fill this advertising void. In the report "Deconstructing Mobile & Tablet Gaming" published by The NDP Group Inc. it was found that, of the 303.7 million total mobile users in the US and Canada in 2020, 238.7 million were active mobile gamers. This represents 79% of the North American population who use mobile devices to play mobile apps.

2022 saw Kidoz succeed amongst a global shift in consumer and commercial behaviours. Our strategies, teams, and products have proven to be successful in the wider advertising ecosystem and Kidoz technology now reaches hundreds of millions of kids and families every month. Mobile continues to grow and Kidoz's proprietary products are only beginning to show their potential in the high-growth global market of in-app advertising.

Mobile AdTech systems are some of the most integrated and most valuable systems in the world. The scale of users we can reach with the Kidoz network is powerful and it opens many new opportunities for the Company. Extending our media offering beyond children is the first step we are taking as our sales and agency partners are interested in accessing these related segments of our traffic. Kidoz is experiencing a period of rapid growth and we are extending our business model in ways that will fill our huge available inventory with safe and high performing media. As the Kidoz advertising technology platform covers a number of complex areas in the value chain of digital advertising, the Company decided to develop and launch Prado.co, a wholly owned subsidiary brand and system targeting the older markets of teens and families. To date, the Prado commercial team has secured brand and performance campaigns in a number of advertising verticals including finance, beauty, and insurance. While revenue contribution overall is still low, Prado's growth rate has been impressive.

The Kidoz team has high expectations for Prado as the advertising market in this segment is over 100 times larger than the market for advertising to children. However, with a larger market comes increased competition and the Prado commercial team needs time to position itself in the market and build trust and relationships. We have the knowledge that our technology for delivering high performance in-app media is strong and believe that it is only a matter of time before Prado's market position is secure and our revenue growth is enhanced.

Prado meets the market needs by reaching teen, parent, and grown-up audiences across the world's top apps. The Prado technology creates a mobile SSP (Supply-side Platform), DSP (Demand-side Platform) and Ad Exchange. Prado makes in-app targeting more effective by simplifying the process across a connected platform. When connected to the Prado programmatic system, ad buyers gain direct access to the highest performance and premium inventory available in the in-app market.

Kidoz also continues to make investments in our direct and agency sales relationships to support the Kidoz and Prado

brands in the market. Historically, Kidoz has relied entirely on indirect sales agreements that vary greatly in success on a country to country basis. In 2022, the Company began to invest in direct sales representatives in the US market where indirect channels were not growing as much as the Company had seen in other markets.

In 2023, we are engaged in a record number of brand and campaign discussions and anticipate these will result in strong growth for Kidoz Inc in the coming years. We are building the systems and processes to support a scale of business many times higher than our current volumes and believe it's only a matter of time before we can unlock larger opportunities as a result of our continued delivery of world class media for our brand and performance partners.

The global mobile advertising market, which is expected to hit $378 billion in 2028, saw a slowdown in the second half of 2022 with significant revenue misses announced by technology companies dependent on advertising revenues. Kidoz was successful at avoiding the wider market decline for 2022, but did begin to experience a decline in Q1 2023. While management's confidence is high for continued growth of Kidoz and a strong performance for Prado in its first full year of operations, short term concerns are present due to the declines in overall marketing spend by brands in 2023.

We are pleased to invite you to the Annual Meeting of Stockholders (the "Annual Meeting") of Kidoz Inc., which will be held on Thursday November 30, 2023, starting at 9:00 a.m., Pacific Time Zone, at Suite 220, 1685 West 4th Avenue, Vancouver, BC, V6J 1L8, Canada and virtually via live webcast online at Zoom.

Important information concerning the matters to be acted upon at the meeting is contained in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The business to be conducted at the Annual Meeting includes to fix the number of directors of the Company to be elected at the Meeting at 6 members; the election of directors; ratification of the appointment of Davidson & Company LLP, Chartered Accountants, as independent auditors for the Company for its 2023 fiscal year; ratification and confirmation of the 2015 Stock Option Plan of the Company; and consideration of any other matter that may properly come before the meeting and any adjournment or postponement thereof.

Our Board of Directors has fixed the close of business on October 5, 2023, as the record date for determining those stockholders who are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

Your vote is important. Registered stockholders can vote their shares by mailing back the accompanying proxy card or voting electronically. Voting by proxy will ensure your representation at the Annual Meeting if you do not attend in person. Mailing your completed proxy card or voting online will not prevent you from voting in person at the Annual Meeting, if you wish to do so.

A copy of our Annual Report on Audited Financial Statements and Management Discussion and Analysis for the year ended December 31, 2022, is available on the Company's website at https://investor.kidoz.net and will be mailed to shareholders who have elected to receive our Annual Report.

Sincerely yours,

/s/ "J. M. Williams"J. M. Williams

Chief Executive Officer

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual Meeting (the "Meeting") of the stockholders of Kidoz Inc. (the "Company") will be held at 9:00 a.m. (Pacific Time Zone) on Thursday, November 30, 2023, in the Boardroom of the Kidoz Inc. Vancouver office, located at Suite 220, 1685 West 4th Avenue, Vancouver, BC, V6J 1L8, Canada, and virtually via live webcast online at Zoom for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2022 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors therein;
2. There are the following five matters being presented for consideration by the shareholders at the Annual Meeting:
3. 1. To fix the number of directors of the Company to be elected at the Meeting at 6 members;
   2. To elect six members to the Board of Directors of the Company to serve for the ensuing year;
   3. To appoint auditors for the Company for the ensuing financial year and to authorize the directors to fix the remuneration to be paid to the auditors;
   4. To consider, and if thought fit, ratify and approve, by an ordinary resolution, the Company's 10% rolling stock option plan, as more particularly set out in Schedule B to Proxy Statement accompanying this notice;
   5. To transact such other business as may properly come before the Annual Meeting and/or any adjournment or postponement thereof.

Accompanying this Notice is a Proxy Statement and a form of Proxy.

The enclosed Proxy is solicited by management of the Company and shareholders may amend it, if desired, by inserting in the space provided, an individual designated to act as proxy holder at the Meeting. The holders of Common Stock of the Company of record at the close of business on October 5, 2023, will be entitled to vote at the Meeting.

All stockholders are cordially invited to attend the Meeting in person. However, to assure your representation at the Meeting, you are urged to sign and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder attending the Meeting may vote in person even if the stockholder has returned a proxy card.

Internet availability of proxy materials.

This Notice of Annual Meeting and Proxy Statement along with the form of proxy card and the Company's Annual Financial Statements and Management Discussion and Analysis for the year ended December 31, 2022, will be available on the Company's website at https://investor.kidoz.net beginning on the first day these materials are mailed to shareholders, which is anticipated to be October 12, 2023.

Notice Regarding the Availability of Proxy Materials

We have adopted the "notice and access" rule as such provisions are set out under National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the delivery of meeting materials relating to this Meeting. Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow a company to reduce the volume of materials to be physically mailed to shareholders by posting the Circular and any additional annual meeting materials (the "Proxy Materials") online at the Company's website at https://investor.kidoz.net. The Notice will be mailed on or about October 12, 2023. Under the Notice-and-Access Provisions, instead of receiving paper copies of the Circular, Shareholders will receive this Notice and a proxy. In the case of beneficial (non-registered) Shareholders, they will receive this Notice and a VIF. The proxy/VIF enables Shareholders to vote. Before voting, Shareholders are reminded to review the Circular online at the Company's website at https://investor.kidoz.net and following the instructions set out below. Shareholders may also choose to receive a printed copy of the Circular by following the procedures set out below.

All Shareholders may call Computershare at 1-866-964-0492(toll-free) in order to obtain additional information relating to Notice- and-Access Provisions.

If you receive a Notice and would like to receive a printed copy of our proxy materials, free of charge, you should

893 9907 3518

080890

follow the instructions for requesting such materials included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically, unless you elect otherwise.

Registered shareholders and duly appointed proxyholders are entitled to attend the Meeting in person or virtually via live webcast online at https://us02web.zoom.us/j/89399073518?pwd=a3pBRzlQbitmUHZwYy9CanhKWThFUT09 and are entitled to vote thereat, personally or by proxy. Registered shareholders can, alternatively, attend and participate at the meeting via teleconference by dialing in:

Canada:	833 228 0700 (Toll Free)
Israel	972 2 372 1597
Switzerland	800 001 479 (Toll Free)
US:	833 568 8864 (Toll Free)

or to a local phone number, which can be obtained on the following website: https://fda.zoomgov.com/zoomconference?m=MTYxMjA4MzU2Mw.mm0oDlPqSRNc0L9DpjodS3JqbBV 6ddZH

Meeting ID:

Password:

Registered shareholders participating via teleconference will not be able to vote at the Meeting or revoke their proxy at the Meeting, as the steps the Company's scrutineer must take to verify the identity of the remotely participating registered shareholders for voting and/or proxy revocation purposes require the availability of certain video features.

Shareholders who are unable to attend the Meeting are requested to date and sign the enclosed form of instruction of proxy and to return it to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1, by November 28, 2023. If a shareholder does not deliver a proxy in accordance with these instructions, then the shareholder will not be entitled to vote at the Meeting by proxy. Only those shareholders of record at the close of business on October 5, 2023, are entitled to attend and vote at the Meeting.

DATED at Vancouver, British Columbia, Canada, this 5th day of October 2023.

BY ORDER OF THE BOARD

/s/ "J. M. Williams"J. M. Williams

Chief Executive Officer