NXT ENERGY SOLUTIONS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON
THURSDAY OCTOBER 17, 2013

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of NXT Energy Solutions Inc. (the “ Corporation ”) will be held at the Calgary Petroleum Club (Presidents Room) located at 319 - 5th Avenue S.W., Calgary, Alberta, Canada at 3:00 pm (Calgary time) on October 17, 2013 for the following purposes:

The specific details of the matters to be brought before the Meeting are set forth in the accompanying Information Circular and appendices thereto.

The Board of Directors (the “ Board ”) of the Corporation has fixed September 12, 2013 as the record date (the “ Record Date ”) for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof.

DATED at Calgary, Alberta, this 16th day of September, 2013.

BY ORDER OF THE BOARD OF DIRECTORS

“George Liszicasz”

Chairman and Chief Executive Officer

NXT ENERGY SOLUTIONS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

AND

INFORMATION CIRCULAR – PROXY STATEMENT

DATED SEPTEMBER 16, 2013

WITH RESPECT TO THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

THURSDAY OCTOBER 17, 2013

NXT ENERGY SOLUTIONS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON
THURSDAY OCTOBER 17, 2013

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of NXT Energy Solutions Inc. (the “ Corporation ”) will be held at the Calgary Petroleum Club (Presidents Room) located at 319 - 5th Avenue S.W., Calgary, Alberta, Canada at 3:00 pm (Calgary time) on October 17, 2013 for the following purposes:

The specific details of the matters to be brought before the Meeting are set forth in the accompanying Information Circular and appendices thereto.

The Board of Directors (the “ Board ”) of the Corporation has fixed September 12, 2013 as the record date (the “ Record Date ”) for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof.

DATED at Calgary, Alberta, this 16th day of September, 2013.

BY ORDER OF THE BOARD OF DIRECTORS

“George Liszicasz”

Chairman and Chief Executive Officer

Important

Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to complete, date and sign the enclosed instrument of proxy and return it to Olympia Trust Company at Suite 2300, 125 – 9 ^th Street S.E., Calgary, Alberta T2G 0P6, (facsimile: 403-265-1455) at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or any adjournment thereof

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

NXT ENERGY SOLUTIONS INC.

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

This Information Circular is furnished to holders ("Shareholders") of common shares ("Common Shares") of NXT Energy Solutions Inc. (the "Corporation") by management of the Corporation in connection with the solicitation of proxies to be voted at the Meeting for the purposes set forth in the accompanying Notice of Meeting.

The information contained in this Information Circular is given as at September 16, 2013, and all dollar figures are in Canadian dollars, unless indicated otherwise.

SOLICITATION OF PROXIES

The enclosed proxy is solicited by and on behalf of the management of the Corporation. The persons named in the enclosed proxy form are directors or senior officers of the Corporation. A Shareholder has the right to appoint some other person (who need not be a Shareholder) to represent him or her at the Meeting and may do so either by inserting such other person’s name in the blank space provided in the proxy form or by completing another proper form of proxy.

The completed proxy form must be deposited at the offices of the Corporation at Suite 1400, 505-3 ^rd Street S.W., Calgary, Alberta, T2P 3E6, or at the offices of Olympia Trust Company at Suite 2300, 125 - 9 ^th Avenue S.E., Calgary, Alberta T2G 0P6 (facsimile: 403-265-1455) at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or any adjournment thereof. Solicitation will be primarily by mail, but some proxies may be solicited personally or by telephone, facsimile transmission or other electronic means by officers, directors or employees of the Corporation. The cost of solicitation will be borne by the Corporation.

EXERCISE OF DISCRETION BY PROXYHOLDERS

The persons named in the accompanying form of proxy will vote for or against or withhold from voting the Common Shares in respect of which they are appointed, on any ballot that may be called for, in accordance with the direction of the Shareholder appointing them and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such direction, the relevant Common Shares will be voted in favour of all matters set out in the proxy . The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of the matters identified in the Notice of Meeting and with respect to other matters that may properly be brought before the Meeting. As of the date hereof, management of the Corporation knows of no such amendments, variations or other matters to be brought before the Meeting.

SIGNING OF PROXY

The form of proxy must be signed by the Shareholder or his duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer. A form of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate shareholder) should indicate that person’s capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

VOTING BY INTERNET

Shareholders may also use the website at https://secure.olympiatrust.com/proxy/ to transmit their voting instructions (the " Voting Website "). Shareholders should have the form of proxy in hand when they access the website. Shareholders will be prompted to enter their Web Voting ID Number located on the address box on the proxy. If Shareholders vote by internet, their vote must be received not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) preceding the Meeting or an adjournment of the Meeting. The Voting Website may be used to appoint a proxy holder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxy holder and submits their voting instructions via the Voting Website and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction on the Voting Website prior to the deadline noted above. When resubmitting a proxy on the Voting Website, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted on the Voting Website by the deadline noted above.

REVOCABILITY OF PROXIES

A Shareholder who has submitted a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy.

A Shareholder may revoke a proxy by depositing an instrument in writing, executed by the Shareholder or by an authorized attorney or, if the Shareholder is a corporation, in its corporate name by a duly authorized officer or attorney thereof:

In addition, a proxy may be revoked by the Shareholder executing another form of proxy bearing a later date and depositing same at the office of the registrar and transfer agent of the Corporation within the time period set out under the heading “Voting of Proxies”, or by the Shareholder personally attending at the Meeting and voting its Common Shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as certain Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by a person whose name appears on the records of the Corporation as the registered holder of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a person by a broker, then, in almost all cases, those shares will not be registered in the person’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the person’s broker or an agent of that broker. In Canada, the vast majority of Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting such shares for the broker’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Securities are communicated to the appropriate person or that the shares are duly registered in their name.

Applicable Canadian regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/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 shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. In Canada, the majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically provides a scannable voting instruction form, in lieu of the form of proxy provided by the Corporation, and asks Beneficial Shareholders to return the voting instruction form to Broadridge. Alternatively, Beneficial Shareholders can either call their toll‑free telephone number to vote their Securities or access Broadridge’s dedicated voting web site at www.proxyvotecanada.com to deliver their voting instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting – the voting instruction form must be returned to Broadridge or, alternatively, instructions must be received by Broadridge well in advance of the Meeting in order to have such shares voted.

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 or her broker (or an agent of the broker), a Beneficial Shareholder may attend the Meeting as proxy holder for the registered shareholder and vote their Common Shares in that capacity. A Beneficial Shareholder who wishes to attend the Meeting and indirectly vote his or her Common Shares as proxy holder for the registered shareholder, should enter his or her own name in the blank space on the form of proxy provided to him or her and return the same to his or her broker (or broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON

Management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of Common Shares or otherwise, of any director or executive officer of the Corporation who has held office as such since the beginning of the Corporation’s last financial year, any proposed nominee for election as director, or any associate or affiliate of any of the foregoing, in any matter to be acted on at the Meeting other than the election of directors and the approval and ratification of the Corporation's amended and restated stock option plan (" Option Plan ") dated October 26, 2012.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting of Common Shares - General

The Corporation is authorized to issue an unlimited number of Common Shares and as at the date hereof there are 41,561,626 Common Shares issued and outstanding, each of which carries the right to one vote at meetings of the Shareholders.

Only persons registered as holders of Common Shares as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting , except that any person who acquires Common Shares from a Shareholder after that date may vote the shares so acquired if, not later than 10 days prior to the Meeting, that person makes a request to Olympia Trust Company to have his name included on the Shareholders’ list for the Meeting and establishes that he owns the Common Shares.

As of the date hereof, to the knowledge of the directors and executive officers of the Corporation, no person beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Corporation carrying more than 10% of the voting rights attached to any class of the Corporation’s securities entitled to be voted at the Meeting, except as follows:

Mr. Liszicasz also holds 8,000,000 non-voting convertible preferred shares, which were issued under a Technical Transfer Agreement (the “ TTA ”) dated December 31, 2006 covering a transfer of technology to the Corporation. Under the terms of the TTA, a total of 10,000,000 preferred shares were issued, and are convertible on a 1 for 1 basis into Common Shares of the Corporation. A total of 2,000,000 preferred shares were immediately convertible upon issue and were converted in May, 2013, and the remaining 8,000,000 preferred shares are convertible on or before December 31, 2015 at the option of the Corporation, or earlier based upon the Corporation meeting cumulative revenue thresholds under the terms of the TTA.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of Directors of the Corporation, the only matters to be placed before the Meeting are those matters set forth in the accompanying Notice of Meeting relating to:

I.                     FINANCIAL STATEMENTS

The Corporation’s audited financial statements for the financial year ended December 31, 2012, the accompanying notes thereto, the Auditor’s report thereon, and the Management’s Discussion and Analysis in respect of the financial statements (collectively, the “ Financial Statements ”) were previously mailed to Registered Shareholders with respect to this Management Information Circular.

The Corporation proposes to nominate the Corporation’s existing auditors, KPMG LLP, Chartered Accountants, to act as the Corporation’s independent auditors, to hold office until the next annual meeting of the Shareholders at a remuneration to be determined by the Board of Directors of the Corporation. KPMG LLP, Chartered Accountants, were first appointed as the Corporation’s auditor in 2006.

Unless otherwise directed, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of the appointment of KPMG LLP, Chartered Accountants, as auditors of the Corporation, to hold office until the next annual meeting of Shareholders, at a remuneration to be determined by the Board of Directors of the Corporation.

The Corporation's Board is currently composed of six directors. Management seeks the approval by the Shareholders to fix the number of directors to be elected at six. All six of the nominees are currently members of the Board of the Corporation. Each director elected will hold office until the next annual meeting of the Shareholders, unless his office is vacated earlier.

Unless otherwise directed, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of setting the number of directors to be six and the election, as directors, of the nominees whose names are set forth below.

Management of the Corporation does not contemplate that any of the nominees will, for any reason, become unable or unwilling to serve as a director. However, if any change should occur prior to the Meeting, the persons named in the form of proxy reserve the right to vote for other nominees of their choice.

Notes:

Compensation Discussion and Analysis

This disclosure is intended to communicate the compensation provided to the Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and all other executive officers of the Corporation whose total compensation exceeded $150,000 for the year ended December 31, 2012 (collectively, the “ Named Executive Officers ”). For the year ended December 31, 2012, the Named Executive Officers included Mr. Liszicasz, the CEO, Mr. Steedman, the Vice President, Operations, Mr. Leavens, the Vice-President Finance and Chief Financial Officer, and Mr. Grafton Withers, the Vice-President Sales & Marketing.

Compensation Committee

Compensation of executive officers of the Corporation, including the Named Executive Officers, is recommended to the Board by the Compensation Committee. During the most recently completed fiscal year, the Compensation Committee was comprised of four directors, being John Agee (Chairman, until this position was assumed by Charles Selby in November, 2012) Thomas E. Valentine, Mickey Abougoush and Charles Selby. All of the members of the Compensation Committee are “independent” as that term is defined in National Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian Securities Administrators (“ NI 58-101 ”). The Board, as a whole, reviews the recommendations of the Compensation Committee.

All members of the Compensation Committee have expertise and extensive experience in compensation, governance and other human resource areas through their roles with other publicly listed companies, as discussed in further detail in the Compensation Committee section which follows.

The Board has adopted a formal mandate for the Compensation Committee, which provides that the Compensation Committee is responsible for reviewing and approving the compensation of the directors and officers of the Corporation. The Compensation Committee also reviews and approves changes to the Corporation’s compensation policies and approves the hiring of executive management recruited from outside the Corporation.

The Corporation did not retain a compensation advisor for the year ended December 31, 2012 or to date in 2013.

Compensation Philosophy and Objectives

The Corporation’s executive compensation program is intended to attract, motivate and retain high performing senior executives, encourage and reward superior performance and align management’s interest with those of the Shareholders. This is accomplished by providing the opportunity for total compensation that is competitive with the compensation received by a group of comparable companies, by ensuring that a significant proportion of executive compensation is linked to performance and by providing executives with equity-based incentive plans, including the Corporation’s Stock Option Plan.

The pay philosophy of the Corporation incorporates a strong pay-for-performance approach by providing competitive cash compensation and benefits with upside potential that is linked directly to shareholder value creation. In general, the Corporation attempts to provide competitive pay (market averages) for achieving target or expected performance, with additional bonus amounts payable when the Corporation has achieved superior performance results when compared to its business plan as approved by the Board.

The Corporation does not believe that its compensation programs encourage excessive or inappropriate risk taking as the Corporation’s employees receive both fixed and variable compensation which allows employees to focus on both the Corporation’s business, and long-term perspective due to the vesting provisions of the stock options granted pursuant to the Stock Option Plan.

Compensation Elements

The executive compensation program is comprised of fixed and variable components and covers four elements: (i) a base salary; (ii) equity incentives, comprised of stock options (“ Options ”) granted pursuant to the Corporation’s Stock Option Plan; (iii) non-equity incentives, consisting of a cash bonus linked to corporate and individual performance; and (iv) other elements of compensation, including benefits and other perquisites. Each compensation component has a different function, but all elements work in concert to maximize company and individual performance by establishing specific, competitive operational and financial goals and by providing financial incentives to employees based on their level of achievement of these goals.

Base Salary

The size of the Corporation prohibits base salary compensation from matching larger industry competitors, but base salary is intended to be competitive with the oil & gas service industry. In setting base compensation levels, consideration is given to objective factors, including level of responsibility, experience and expertise and to subjective factors, such as leadership, commitment and attitude.

Cash Bonus Plan

In each fiscal year, bonuses paid will reflect actual performance in the year based on: (i) the achievement of objective corporate financial performance measures set by the Compensation Committee and approved by the Board; and (ii) discretionary criteria.

The Compensation Committee and the Board have determined that cash flow from operations is the most appropriate objective criteria to use as the benchmark for measuring executive performance. Annual cash flow from operations targets are set based on the Corporation’s annual budget as approved by the Board and measurement of actual results against these targets is based on audited financial information. Bonuses paid will also be determined based on subjective criteria, including the Corporation’s ability to pay such bonuses, individual performance and contributions, and other competitive considerations.

Bonus amounts were determined based on several qualitative and quantitative factors, including profitability and cash flow from operations for the fiscal year ended December 31, 2012. No bonus amounts were payable for the fiscal years ending December 31, 2010 and 2011.

Equity Incentives

The equity incentives of the Corporation’s executive compensation program, namely the Stock Option Plan, are designed to:

Grants of Stock Options pursuant to the Stock Option Plan are approved by the Board, based on the recommendations of the Compensation Committee after considering the recommendations of the CEO, with the exception that any grant of Options to the CEO is determined and approved independently of any input from the CEO. In granting new Options, consideration is given to:

Benefits and Other Perquisites

The Corporation’s executive employee benefit program includes such items as life insurance, disability, medical, dental, health and accident plans, four weeks of annual paid vacation and parking. These benefits and perquisites are designed to be competitive overall with equivalent positions in the Corporation’s industry.

REPORT ON EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation paid during the Corporation’s three most recently completed financial years to the Named Executive Officers, who received remuneration determined on the basis of base salary and bonuses.

The Corporation does not have a plan in place that prohibits its executive officers or directors from purchasing financial instruments which are designed to hedge financial risk related to any equity securities which are granted as part of their compensation program.

Notes:

INCENTIVE PLAN AWARDS

The following table lists the number of securities underlying unexercised Stock Options that have been granted to each of the Named Executive Officers and the net benefit of their “in-the-money” Options as at December 31, 2012. The number of securities underlying unexercised Options listed in the table below includes unvested Options, the value of which could not be realized by the Named Executive Officer as at December 31, 2012. The Corporation does not have a share-based award program.

Notes:

Notes:

Narrative Discussion of Incentive Plans

Other than the Corporation’s Stock Option Plan, the details of which are provided below, the Corporation does not have any plans that provide compensation intended to serve as an incentive for performance over a period longer than one year.

EXECUTIVE OFFICERS EMPLOYMENT AGREEMENTS

Overview of Employment Agreements for Executive Officers

The Corporation has employment agreements for its Executive Officers (the "Executive Employment Agreements"). The Executive Employment Agreements set out the principal terms of the employment relationship with the Corporation, including the individual’s overall role, the expectations of the Corporation around business practices including confidentiality, ethical behavior and conflict of interest, and financial terms. In addition, the contracts detail any severance payments that may be provided on termination of employment.

Employment Agreements – Named Executive Officers

Mr. Liszicasz is employed as the President and Chief Executive Officer for the Corporation under the terms of a “Technical Services Agreement” executed on December 31, 2006. The Technical Services Agreement shall terminate on December 31, 2015 or earlier if terminated by the Corporation or Mr. Liszicasz.

Mr. Steedman joined the Corporation as Vice President , Operations in December 2005 under the terms of the Corporation’s standard Executive Employment Agreement executed by Mr. Steedman and the Corporation. Prior to this appointment he provided consulting services through a privately owned corporation.

Mr. Greg Leavens joined the Corporation as Vice President, Finance and Chief Financial Officer in July 2011. Mr. Leavens did not have a formal executive employment agreement for the year ended December 31, 2012.

All salary, bonus, granting of stock options and other remunerations for the Corporation’s executives are reviewed and modified from time to time by the Compensation Committee of the Corporation.

Pursuant to these executive employment agreements, the Corporation shall be entitled to terminate an Executive Officer’s employment at any time whereupon the Corporation shall be obliged to pay the executive a settlement for loss of office.

Termination of Employment – Mr. Liszicasz, CEO

Pursuant to the terms of a Technical Services Agreement the employment of Mr. Liszicasz may be terminated by the Corporation. Upon termination of employment the Corporation shall provide the CEO:

Termination of Employment – Other Named Executive Officers (excluding CEO)

Pursuant to the terms of the standard Executive Employment Agreements, the employment of other Named Executive Officers (currently Mr. Steedman) may be terminated by the Corporation. Upon termination of employment for reasons other than just cause, the Corporation shall provide the executives a lump sum based upon the aggregate of:

Note:

COMPENSATION OF DIRECTORS

Effective from January 31, 2012, the Corporation ceased to provide a fixed annual retainer to directors of the Corporation as compensation for their services in their capacity as directors. The annual compensation for directors is currently approved by the Board at least twice per year, and currently includes an election by each director, to receive a mix of stock options and cash. Prior to January 31, 2012, all directors received a retainer of $30,000 per annum with the Chairman of the Board and the Chair of the Audit Committee receiving an additional $5,000 per annum for their Chair responsibilities. In addition, each director is eligible to receive stock options granted by the Corporation.

The following table sets forth all compensation provided to the directors of the Corporation for the most recently completed financial year, excluding those directors who were Named Executive Officers during the financial year ended December 31, 2012.

All compensation related to Mr. Liszicasz, the sole Named Executive Officer on the Board, is included in the previous section “REPORT ON EXECUTIVE COMPENSATION”.

Notes:

The values earned by the directors on option-based awards which vested during the financial year ended
December 31, 2012 are as noted below. The following stock options were issued to the directors during the fiscal year ended December 31, 2012:

Notes:

Note:

Corporate Cease Trade Orders or Bankruptcies

No director or officer of the Corporation has, within the ten years prior to the date of this Information Circular, been a director, officer or a promoter of any reporting issuer that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the company access to any statutory exemption for a period of more than 30 consecutive days, was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or has been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Penalties or Sanctions

None of the proposed directors or officers of the Corporation have, within the ten years prior to the date of this Information Circular, been subject to any penalties or sanctions imposed by a court or securities regulatory authority relating to trading and securities, promotion or management of a publicly traded issuer, or theft or fraud.

Personal Bankruptcies

None of the directors, officer or promoters of the Corporation, or a personal holding company of any such persons, has, within the ten years preceding the date of this document, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Voting Threshold

In order for the resolution electing directors to be passed, it must be approved by a majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting.

I NDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, no director or officer of the Corporation, or any associate of any director or officer is or has been indebted, on a net basis, to the Corporation at any time during the last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set forth herein, there were no material interests, direct or indirect, of directors or executive officers of the Corporation, proposed nominees for election as director, or any known associate or affiliate of such persons in any transaction since January 1, 2012 or in any proposed transaction which has materially affected or would materially affect the Corporation.

Note:

(1) Based on the figure that is 10% of the issued and outstanding Common Shares that are available for issuance under the Option Plan as at December 31, 2012. As at December 31, 2012, there were 39,554,959 Common Shares issued and outstanding (41,561,626 as at September 16, 2013).

As at the current date, September 16, 2013, there were a total of 3,001,433 common shares reserved for potential future issuance by the Corporation upon exercise of outstanding Stock Options and the number of securities remaining available for issuance under the Corporation’s Option Plan is 1,154,730 Options.

Corporation’s STOCK Option Plan

A copy of the Corporation’s Stock Option Plan is attached as Schedule “A” to this Information Circular. The following is a summary description of the Stock Option Plan:

Purpose

The purpose of the Stock Option Plan is to advance the interests of the Corporation by encouraging its directors, officers and employees or service providers to acquire Common Shares, thereby: (i) increasing the proprietary interests of such persons in the Corporation; (ii) aligning the interests of such persons with the interests of the Shareholders generally; (iii) encouraging such persons to remain associated with the Corporation; and (iv) furnishing such persons with an additional incentive and remuneration in their efforts on behalf of the Corporation.

Eligible Participants

Officers, directors, employees and service providers to the Corporation are eligible to receive Stock Options ("Options") under the Stock Option Plan, which is administered by the Board of Directors .

Common Shares Subject to the Option Plan

The aggregate number of Common Shares reserved for issuance under the Stock Option Plan is ten percent (10%) of the Common Shares issued and outstanding. Options shall not be granted pursuant to the Stock Option Plan, without the requisite approval of the Shareholders and the TSX-V, if such grant together with grants pursuant to all other share compensation arrangements of the Corporation could result, at any time, in: (i) a number of Common Shares reserved for issuance pursuant to Options granted to insiders exceeding ten percent (10%) of the outstanding issue; (ii) the issuance to insiders, within a one-year period, of a number of Common Shares exceeding ten percent (10%) of the outstanding issue; or (iii) the issuance to any one insider and such insider’s associates, within a one-year period, of a number of Common Shares exceeding five percent (5%) of the outstanding issue.

Exercise Price

The exercise price of Options granted under the Stock Option Plan shall not be less than the market value of the Common Shares at the date of the grant as calculated in accordance with the rules of the TSX-V.

Term of Options

The period during which Options may be exercised (the “ Option Period ”) shall be determined by the Board at the time the Options are granted, subject to any vesting limitations which may be imposed by the Board in its sole, unfettered discretion at the time such Options are granted, provided that: (i) no Option shall be exercisable for a period exceeding five (5) years from the date the Option is granted unless otherwise specifically provided by the Board, and in any event, no Option shall be exercisable for a period exceeding ten (10) years from the date the Option is granted; and (ii) the Option Period shall be automatically reduced in accordance with the terms of the Stock Option Plan upon the occurrence of any of the events referred to therein; and (iii) no Option in respect of which shareholder approval is required under the rules of the TSX-V or any other stock exchange or exchanges on which the Common Shares are then listed shall be exercisable until such time as the Option has been approved by the Shareholders.

Vesting of Options

The period over which any Option may be exercised will be determined at the time of the granting of the Option by the Board.

Cessation of Entitlement to Options

In the event a holder of Options who is a director, officer, employee of, or service provider to, the Corporation ceases to hold such position for any reason other than death, permanent disability or normal retirement, such Options will terminate immediately as to the then unvested portion thereof and at 5:00 p.m. (Calgary time) on the earlier of the date of the expiration of the Option Period and the thirtieth (30th) day after the date such individual ceases to be a director, officer, employee of, or service provider to, the Corporation as to the then vested portion of the Option.

In the event of the death, permanent disability or normal retirement of an option holder, any Options previously granted to such holder shall be exercisable until the end of the Option Period or until the expiration of 12 months after the date of death, permanent disability or normal retirement of such holder, whichever is earlier, and then, in the event of death or permanent disability, only: (i) by the person or persons to whom the option holder’s rights under the Options shall pass by the option holder’s will or applicable law; and (ii) to the extent that the holder was entitled to exercise the Options as at the date of the holder’s death or permanent disability .

Transferability

All benefits and rights in Options accruing to any option holder in accordance with the terms and conditions of the Stock Option Plan shall not be transferable or assignable unless specifically provided in the Stock Option Plan. The Corporation shall not recognize any attempted exercise of any purported assignee of an option holder. During the lifetime of an option holder, any Options granted under the Stock Option Plan may only be exercised by the holder thereof and in the event of the death or permanent disability of an option holder, by the person or persons to whom the option holder’s rights under the Options pass by the option holder’s will or applicable law.

Amendments

The Board may, at any time, amend, suspend or terminate the Stock Option Plan, or any portion thereof, or any Option granted thereunder, without Shareholder approval, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX-V), if any, that require the approval of Shareholders or any governmental or regulatory body.

Notwithstanding the foregoing, Shareholder approval will be required for the following types of amendments:

Change of Control

In the event of a sale by the Corporation of all or substantially all of its assets or in the event of a change of control of the Corporation, the option holder shall be entitled to exercise in full or in part any unexercised Options previously granted under the Stock Option Plan, whether vested or not, either during the term of the Options or within ninety (90) days after the date of termination of the employment of the option holder with the Corporation or the cessation or termination of the option holder as a director of, officer of, or service provider to, the Corporation, whichever first occurs.

In accordance with Policy 4.4 of the TSX-V Corporate Finance Manual (the “ Policy ”) a corporation that has a “rolling” stock option plan must have the shareholders approve such plan on an annual basis. In accordance with this policy, Shareholders are being asked to consider and, if deemed advisable, to approve the Stock Option Plan.

For your review, a copy of the Corporation’s Stock Option Plan is attached as Schedule “A” to this Information Circular.

The Stock Option Plan is the same as the stock option plan that was previously approved by shareholders at the last Annual General Meeting held on November 27, 2012.

Shareholders’ Resolution

“BE IT RESOLVED THAT:

It is the intention of the persons named in the accompanying instrument of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote the Common Shares represented by such proxies in favour of the resolution approving the Stock Option Plan.

General

Pursuant to subsection 131(1) of the Business Corporations Act (Alberta) and the Articles of the Corporation, the Corporation is currently required to hold meetings of Shareholders in Alberta. As the Corporation has an extensive shareholder base outside of Alberta, particularly in the United States of America, the Board wishes to have the flexibility to periodically hold meetings of shareholders at locations outside of Alberta, if the Board considers it to be practicable and in the best interest of the Corporation to do so.

In accordance with subsections 173(1)(n) and 131(4) of the Business Corporations Act (Alberta), the Corporation may amend its Articles to permit the Corporation to hold meetings of its Shareholders outside of Alberta. Therefore, at the Meeting the Shareholders will be asked to consider a resolution amending the Corporation's Articles of Incorporation to allow the Corporation to hold meetings in or outside of Alberta (the " Meeting Location Resolution ").

For clarity, paragraph (a) in the resolution below regarding the appointment of additional directors between the annual meetings of shareholders already forms part of the Corporation's Articles. In order to give effect to the Meeting Location Resolution, the Corporation must remove the entirety of Schedule "B" of its existing articles and replace it with the amendment below. This part of the resolution will have no resulting effect on the Articles of the Corporation.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider the following special resolution amending and restating the Articles of the Corporation:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

"OTHER RULES AND PROVISIONS

(a) The directors may, between annual general meetings, appoint 1 or more additional directors of the Corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

(b) Meetings of the shareholders may be held inside or outside Alberta at such place as may be determined by the directors of the Corporation from time to time."

This special resolution must be passed by two-thirds of the votes cast by the Shareholders present in person or by proxy at the Meeting. It is the intention of the persons named in the accompanying form of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote the Common Shares represented by such proxies IN FAVOUR of this special resolution.

General

The Board recently reviewed the Corporation's by-laws, which were confirmed by the Shareholders several years ago, and determined that the by-laws should be updated to, among other things, reflect the current provisions of the Business Corporations Act (Alberta) (the "ABCA") and certain corporate governance practices. Accordingly, the Board adopted amended and restated by-laws of the Corporation (the "Amended & Restated By-Laws"). The Amended & Restated By-Laws are attached to this Information Circular as Schedule "D". Pursuant to the requirements of the ABCA, the adoption of the Amended & Restated By-Laws must be submitted to Shareholders for confirmation.

Description of Key Differences Between the Previous By-Laws and the Amended & Restated By-Laws

The key differences between the previous by-laws and the Amended & Restated By-Laws includes the removal of a large portion of the redundancy between the provisions of the ABCA and the previous by-laws. In addition, The Amended & Restated By-Laws also include an advance notice requirement (the "Advance Notice Requirement") for Shareholders who wish to nominate their own directors at any annual or special meetings of Shareholders'. The Advance Notice Requirement was added to the Corporation's by-laws to facilitate an orderly and efficient director nomination process by ensuring that all Shareholders receive adequate notice of director nominations and sufficient information in respect of all nominees so that the proposed nominees' qualifications and suitability as directors can be evaluated and an informed vote cast for the election of directors. The Advance Notice Requirement fixes deadlines for submitting director nominations to the Corporation prior to any annual or special meeting of Shareholders where directors are to be elected, and sets forth the information that a Shareholder must include in their nomination in order for it to be valid:

The foregoing summary is qualified in its entirety by the text of the provisions of the Amended & Restated By-Laws, which are attached to this Information Circular as Schedule "D".

Shareholder Approval

At the Meeting, Shareholders will be asked to consider the following ordinary resolution confirming the adoption of the Amended & Restated By-Laws:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

This resolution must be passed by a majority of the votes cast by the Shareholders present in person or by proxy at the Meeting. Unless otherwise directed, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of this resolution.

CORPORATE GOVERNANCE

The Corporation and the Board recognize the importance of corporate governance to the effective management of the Corporation and to its shareholders. The Corporation’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Corporation are effectively managed so as to enhance shareholder value.

The Board and management endorse the need to establish forward-looking governance policies and to continuously evaluate and modify them to ensure their effectiveness.

In accordance with NI 58-101, the Corporation annually discloses information related to its system of corporate governance. Schedule “ B ” to this Information Circular details the Corporation’s governance practices.

The Board of Directors held a total of 9 formal meetings in 2012, which were attended as follows:

  Corporate Governance Committee

Composition of the Corporate Governance Committee

Messrs. Valentine (Chair), Abougoush and Agee are members of the Corporate Governance Committee. All members of the Corporate Governance Committee are independent.

Responsibilities of the Corporate Governance Committee

The Corporate Governance Committee’s duties, as outlined in its charter, are to deal with the Corporation’s approach to corporate governance and the promotion of compliance with industry and regulatory standards. The Committee is responsible for overseeing and assessing the functioning of the Board and the committees of the Board and for the development, recommendation to the Board, implementation and assessment of effective corporate governance principles and guidelines. The Committee’s responsibilities also include identifying candidates for director and recommending that the Board select qualified director candidates for election at the next annual meeting of shareholders.

Disclosure Committee

Composition of the Disclosure Committee

The Disclosure Committee currently consists of Messrs. Selby, Mr. Greg Leavens (Chair, and the V-P Finance and CFO of the Corporation), and Mr. Glen Nazaruk, the Corporation’s Corporate Secretary.

Responsibilities of the Disclosure Committee

The Disclosure Committee duties are to ensure that the Corporation provides timely, accurate and balanced disclosure of all material information about the Corporation and to provide fair and equal access to such information. All news releases, including but not limited to releases of material information, are managed by the Disclosure Committee. If the information has been determined by the Disclosure Committee to be material, news releases will be prepared, reviewed and then disseminated through a news-wire service that provides simultaneous service to widespread news services and financial media. Additionally, the Committee is responsible for ensuring public disclosure through filing these news releases on SEDAR and EDGAR as well as the Corporation’s website.

AUDIT COMMITTEE

Composition of the Audit Committee

For the financial year ended December 31, 2012 and to date in 2013, the Audit Committee has consisted of Messrs. Kohlhammer (Chair, until his resignation from the Board on November 27, 2012), Agee (effective from November 27, 012), Abougoush and Selby. All members of the Audit Committee are independent and each member is financially literate. The Corporation’s Audit Committee Charter is attached as Schedule “C” to this Information Circular.

2

John Agee

Mr. Agee received a BA in Economics and Accounting from St. John's University in Collegeville, Minnesota and a MBA from the University of Minnesota. Mr. Agee received his CPA from the State of Minnesota in 1975 and he worked early in his career at Arthur Andersen & Co. His current CPA status is inactive. Mr. Agee has served on the audit committees of several private and public company Boards of Directors, most recently with Maui Land and Pineapple Company, a New York Stock Exchange Company. Mr. Agee has also served as Chairman of the Board of several private companies.

For the bulk of his career, Mr. Agee worked as head of private investment operations for a number of prominent US family offices. In this capacity Mr. Agee invested in a wide spectrum of asset classes including private equity and in public companies. In these executive positions, the CFO of the investment offices reported directly to Mr. Agee along with other senior members of his staff. Mr. Agee has a sound understanding of generally accepted accounting principles and the application of those principles, the ability to perform analysis of financial statements and an understanding of the internal controls necessary to prepare timely and accurate financial statements. Mr. Agee has a strong knowledge of the roles and responsibilities of the Board of Directors and committees.

M. S. (Mickey) Abougoush

Mr. Abougoush holds a B.Sc. Chemical Engineering degree from the University of Alberta and has completed the director’s education program sponsored by the Institute of Corporate Directors. Previously he served as audit chair of a publicly traded company.

Charles Selby

Mr. Selby is both a lawyer and Professional Engineer, holding B.Sc. (Hons) and LL.B degrees. He is the CEO of Montana Exploration Corp. (formerly AltaCanada Energy Corp.), and is the president of Caledonian Royalty Corporation and Caledonian Global Corporation. He was also formerly the Chairman and CEO of Canadian Star Energy Limited. Mr. Selby was formerly the Chief Financial Officer of AltaCanada Energy Corp., an oil and gas company listed on the TSX -V and was formerly the Vice President and Corporate Secretary of Pengrowth Corporation , the administrator of Pengrowth Energy Trust.

All members of the Audit Committee have the educational background and experience that provides them with the knowledge and ability to understand accounting policies and related financial reporting and disclosure issues, in order to fulfill their duties and responsibilities as an Audit Committee member.

Audit Committee Oversight

The Corporation’s Board adopted all recommendations by the Audit Committee with respect to the nomination and compensation of the external auditor.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a formal policy requiring the pre-approval of all audit and non-audit related services to be provided by the Corporation’s principal auditor prior to the commencement of the engagement, subject to the following:

Notes:

The Audit Committee held five meetings during 2012.

The Corporation is relying upon the exemption in section 6.1 of National Instrument 52-110 Audit Committees.

COMPENSATION COMMITTEE

Composition of the Compensation Committee

The Compensation Committee currently consists of Messrs. Agee, Selby (Chair), Valentine and Vathyam. All members of the Compensation Committee are independent. See “ Compensation Discussion and Analysis ” within this Information Circular for a full discussion of the role of the Compensation Committee.

Responsibilities of the Compensation Committee

The primary responsibilities of the Committee are to recommend to the Board an executive compensation philosophy, a senior management organization and reporting structure, corporate objectives for which the CEO is to be responsible, review the performance of senior officers with the CEO, review and recommend compensation to be paid to senior officers, review and recommend remuneration and benefits to be paid to the directors and review general policies relating to compensation and benefits of our employees.

Compensation for the CEO was determined by the Compensation Committee after considering his efforts in assisting in the development of the Corporation’s business strategy, the salaries of executives in similar positions and the Corporation’s general financial condition. The use of stock options and other awards is intended to strengthen the alignment of interests of executive officers and other key employees with those of the Corporation’s stockholders.

The Compensation Committee members have extensive direct financial and legal experience, including serving on the compensation committees of other public companies, that is relevant to fulfilling their responsibilities related to executive compensation. Thomas Valentine currently serves on the compensation committee of three public companies, and has dealt with compensation and employment law issues for 25 years. John Agee previously served on the compensation committee of a privately held US based company for 10 years.

The Compensation Committee held a total of five meetings in conjunction with Board meetings held during 2012.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on the SEDAR website at http://www.sedar.com/ and the EDGAR website http://www.sec.gov/index.htm . Information on the Corporation is also located on the corporate website at http://www.nxtenergy.com/ . Financial information for its most recently completed financial year ended December 31, 2012 is provided in the Corporation’s consolidated financial statements and management discussion and analysis as contained in the FORM 20-F as filed on April 30, 2013 with the United States Securities and Exchange Commission. Shareholders may contact Mr. Greg Leavens, Chief Financial Officer (tel: 403-206-0805 or fax: 403-264-6442) to request copies of the FORM 20-F.

 DATED at Calgary, this 16th day of September, 2013. 

SCHEDULE “A”
to the Information Circular
dated September 16, 2013

NXT Energy Solutions Inc.

AMENDED AND RESTATED STOCK OPTION PLAN

Dated October 26, 2012

A stock option plan (the "Plan"), pursuant to which options to purchase common shares, or such other shares as may be substituted therefor ("Shares"), in the capital of NXT Energy Solutions Inc. (the "Corporation")) may be granted to the directors, officers and employees of the Corporation and to consultants retained by the Corporation, is hereby established on the terms and conditions set forth herein.

The purpose of this Plan is to advance the interests of the Corporation by encouraging the directors, officers and employees of the Corporation and consultants retained by the Corporation to acquire Shares, thereby: (i) increasing the proprietary interests of such persons in the Corporation; (ii) aligning the interests of such persons with the interests of the Corporation's shareholders generally; (iii) encouraging such persons to remain associated with the Corporation and (iv) furnishing such persons with an additional incentive in their efforts on behalf of the Corporation.

The Corporation shall at all times during the term of this Plan ensure that the number of Shares it is authorized to issue shall be sufficient to satisfy the Corporation's obligations under all outstanding Options granted pursuant to this Plan.

(any such person having been selected for participation in this Plan by the Board is herein referred to as a "Participant").

The Board shall, at the time an Option is granted under this Plan, fix the exercise price at which Shares may be acquired upon the exercise of such Option provided that such exercise price shall not be less than that from time to time permitted under the rules of any stock exchange or exchanges on which the Shares are then listed. In addition, the exercise price of an Option must be paid in cash. Shareholder approval shall be obtained by the

Corporation prior to any reduction to the exercise price if the affected Participant is an insider (as defined in the Securities Act (Alberta)) of the Corporation at the time of the proposed amendment.

The number of Shares that may be acquired under an Option granted to a Participant shall be determined by the Board as at the time the Option is granted, provided that the aggregate number of Shares reserved for issuance to any one Participant under this Plan or any other plan of the Corporation, shall not exceed five percent of the total number of issued and outstanding Shares (calculated on a non-diluted basis) in any 12 month period (and, in the case of consultants and persons retained to perform investor relation activities, shall not exceed two percent in any 12 month period) unless the Corporation receives the permission of the stock exchange or exchanges on which the Shares are listed to exceed such threshold. The Corporation shall obtain shareholder approval for grants of Options to insiders (as defined in the Securities Act (Alberta)), of a number of Options exceeding 10% of the issued Shares, within any 12 month period.

The period during which an Option may be exercised (the "Option Period") shall be determined by the Board at the time the Option is granted, subject to any vesting limitations which may be imposed by the Board in its sole unfettered discretion at the time such Option is granted and Sections 12, 13 and 17 below, provided that:

A “Blackout Period” shall mean a period of time during which the Option holder cannot exercise an Option, or sell the Shares that are issuable pursuant to the exercise of Options, due to applicable policies of the Corporation in respect of insider trading.

Notwithstanding anything else contained herein, if the expiration date for an Option occurs during a Blackout Period applicable to the relevant Option holder, or within 10 business days after the expiry of a Blackout Period applicable to the relevant Option holder, then the expiration date for that Option (the “Blackout Expiry Date”) shall be the date that is the tenth business day after the expiry date of the Blackout Period. This Section 10 applies to all Options outstanding under the Plan, and the Blackout Expiry Date may not be amended without the approval of the holders of the Shares of the Corporation.

If any Participant shall cease to hold the position or positions of director, officer, employee or consultant of the Corporation (as the case may be) for any reason other than death or permanent disability, his Option will terminate at 4:00 p.m. (Mountain time) on the earlier of the date of the expiration of the Option Period and 30 days after the date such Participant ceases to hold the position or positions of director, officer, employee or consultant of the Corporation as the case may be, and ceases to actively perform services for the Corporation. An Option granted to a Participant who performs Investor Relations services on behalf of the Corporation shall terminate 30 days after the date of termination of the employment or cessation of services being provided and shall be subject to Exchange policies and procedures for the termination of Options for Investor Relations services. For greater certainty, the termination of any Options held by the Participant, and the period during which the Participant may exercise any Options, shall be without regard to any notice period arising from the Participant’s ceasing to hold the position or positions of director, officer, employee or consultant of the Corporation (as the case may be).

Neither the selection of any person as a Participant nor the granting of an Option to any Participant under this Plan shall: (i) confer upon such Participant any right to continue as a director, officer, employee or consultant of the Corporation, as the case may be; or (ii) be construed as a guarantee that the Participant will continue as a director, officer, employee or consultant of the Corporation, as the case may be.

In the event of the death or permanent disability of a Participant, any Option previously granted to him shall be exercisable until the end of the Option Period or until the expiration of 12 months after the date of death or permanent disability of such Participant, whichever is earlier, and then, in the event of death or permanent disability, only:

No person entitled to exercise any Option granted under this Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such Option until such Shares have been paid for in full and issued to such person.

The proceeds from any sale of Shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine and direct.

Notwithstanding the provisions of Section 12 or any vesting restrictions otherwise applicable to the relevant Options, in the event of a sale by the Corporation of all or substantially all of its assets or in the event of a change of control of the Corporation, each Participant shall be entitled to exercise, in whole or in part, the Options granted to such Participant hereunder, either during the term of the Option or within 90 days after the date of the sale or change of control, whichever first occurs.

For the purpose of this Plan, change of control of the Corporation means and shall be deemed to have occurred upon:

All benefits, rights and Options accruing to any Participant in accordance with the terms and conditions of this Plan shall be non-transferable and non-assignable unless specifically provided herein. During the lifetime of a Participant, any Options granted hereunder may only be exercised by the Participant and in the event of the death or permanent disability of a Participant, by the person or persons to whom the Participant's rights under the Option pass by the Participant's will or applicable law.

The Board may, at any time, suspend or terminate this Plan. The Board may also, at any time, amend or revise the terms of this Plan, subject to the receipt of all necessary regulatory approvals, provided that no such amendment or revision shall alter the terms of any Options theretofore granted under this Plan.

The obligation of the Corporation to issue and deliver Shares in accordance with this Plan and Options granted hereunder is subject to applicable securities legislation and to the receipt of any approvals that may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If Shares cannot be issued to a Participant upon the exercise of an Option for any reason whatsoever, the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the relevant Participant as soon as practicable.

This Plan and any option agreements entered into hereunder shall comply with the requirements from time to time of the stock exchange or exchanges on which the Shares are listed.

The Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, issuing further Shares, varying or amending its share capital or corporate structure or conducting its business in any way whatsoever.

Any notice required to be given by this Plan shall be in writing and shall be given by registered mail, postage prepaid or delivered by courier or by facsimile transmission addressed, if to the Corporation, at its principal address in Calgary, Alberta (Attention: The Chairman); or if to a Participant, to such Participant at his address as it appears on the books of the Corporation or in the event of the address of any such Participant not so appearing then to the last known address of such Participant; or if to any other person, to the last known address of such person.

Whenever used herein words importing the masculine gender shall include the feminine and neuter genders and vice versa.

This Plan will be governed by and construed in accordance with the laws of the Province of Alberta.

SCHEDULE “B”
to the Information Circular
dated September 16, 2013

NXT ENERGY SOLUTIONS INC.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The table below describes the Corporation’s corporate governance practices as compared to National Instrument 58-101F2.

SCHEDULE “C”
to the Information Circular
dated September 16, 2013

NXT ENERGY SOLUTIONS INC.

AUDIT COMMITTEE CHARTER

INTRODUCTION

This charter (the “ Charter ”) has been adopted to govern the composition, mandate, responsibilities and authority of the Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of NXT Energy Solutions Inc. (the “ Company ”).

COMPOSITION AND PROCEDURES

PRIMARY RESPONSIBILITIES OF THE COMMITTEE

The primary responsibilities of the Committee are:

AUTHORITY OF THE COMMITTEE

Subject to prior consultation with the Chief Executive Officer or the Chief Financial Officer (except in unusual circumstances), the Committee is authorized to:

ADDITIONAL RESPONSIBLITIES AND DUTIES OF THE COMMITTEE

Auditors

Review of Annual Financial Statements

The Committee shall review the annual financial statements and related MD&A of the Company prior to their public release and shall report the results of its review to the Board and make recommendations to the Board with respect to Board approval of the financial statements and related MD&A. At the Committee meeting at which the Company’s annual financial statements are to be reviewed, the Committee shall meet, in person or by teleconference, with representatives of the Auditors and with the Company’s management to assess and understand the annual financial statements and the results of the audit including, but not limited to:

Review of Quarterly Financial Statements

The Committee shall review the interim quarterly financial statements and related MD&A of the Company prior to their public release and shall report the results of its review to the Board and make recommendations to the Board with respect to Board approval of the quarterly statements and related MD&A unless the Board has delegated to the Committee the authority to approve the quarterly statements and related MD&A, in which case the Committee shall also approve the quarterly statements and related MD&A. The review by the Company shall be substantially completed prior to the issuance of a press release respecting the quarterly financial results. The Committee shall meet with the Company’s management to assess and understand the interim quarterly financial statements and to discuss the results of their preparation and review.

Other Responsibilities and Duties

(a) meet with management in the absence of the Auditors for the annual review;

(b) meet with the Auditors in the absence of management for the annual review;

(c) review annually and recommend changes to the Company’s code of conduct.

SCHEDULE “D”
to the Information Circular
dated September 16, 2013

NXT ENERGY SOLUTIONS INC.

BY-LAW NO. 1

A By-Law relating generally to the transaction of

the business and affairs of NXT Energy Solutions Inc.