May be they are giving themselves more options this time. I don't recal any being disbursed at the last AGM,does anyone? As long as they get it done!

SPRYLOGICS INTERNATIONAL CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual and special meeting (the "Meeting") of shareholders of Sprylogics International Corp.

(the "Company") will be held at the offices of Fogler, Rubinoff LLP, Suite 1200, 95 Wellington Street West, Toronto,

Ontario, on Thursday, September 15, 2011 at 10:00 am, local time, for the following purposes:

1. To receive the audited financial statements for the fiscal years ended January 31, 2010 and January 31, 2011,

reports of the auditor and related management discussion and analysis for each year;

2. To elect directors of the Company for the ensuing year;

3. To appoint an auditor for the ensuing year and to authorize the directors to fix the auditor's remuneration;

4. To consider, and if deemed advisable, to approve an ordinary resolution to replace its rolling ten percent (10%)

stock option plan with a fixed stock option plan which sets the number of shares issuable under the plan at a

maximum of twenty percent (20%) of the Company’s issued common shares as more particularly described in the

accompanying Management Information Circular; and

5. To consider any permitted amendment to or variation of any matter identified in this Notice of Annual and Special

Meeting of Shareholders (this "Notice") and to transact such other business as may properly come before the

Meeting or any adjournment thereof. Management is not currently aware of any other matters that could come

before the Meeting.

Accompanying this Notice are: (1) the Management Information Circular; (2) a form of proxy, which includes a

supplemental mailing list request form for use by shareholders who wish to receive the Company's financial statements.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted

at the Meeting, must complete, date and execute the enclosed form of proxy, or another suitable form of proxy, and

deliver it in accordance with the instructions set out in the form of proxy and in the Management Information

Circular.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy

and in the Management Information Circular to ensure that their shares will be voted at the Meeting. If you hold

your shares in a brokerage account you are not a registered shareholder.

DATED at Toronto, Ontario, August 17, 2011.

BY ORDER OF THE BOARD

/s/ "Michael Frank"

Michael Frank

Chief Executive Officer