Oculus VisionTech Inc.

#507, 837 West Hastings Street

Vancouver, BCBritish Columbia
Canada V6C 3N6
www.ovtz.com

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be held on October 15, 2021

Dated March 14, 2014Information is as of August 18, 2021 (unless otherwise noted)

GENERAL INFORMATION

This Proxy Statement is being sent to youfurnished in connection with the solicitation of proxies for the 2014 annual and special meeting of shareholders (the“Meeting”) by the managementBoard of Directors (the “Board of Directors”) of Oculus VisionTech Inc. ((“we”, “Oculus”us”, “our”, the “Company” or “Oculus”) for use in connection with our annual meeting of our stockholders (the “Meeting”) to be held on October 15, 2021, at 9:00 a.m. (Pacific Time), at the offices of Oculus at #507, 837 West Hastings Street, Vancouver, British Columbia, Canada, V6C 3N6, at 8:00 a.m., Pacific Time, on April 17, 2014, andor at any adjournments thereof.  This proxy statement andthereof, for the purposes set forth in the accompanying Notice of 2014 AnnualMeeting.

In accordance with rules and Specialregulations adopted by the United States Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our Meeting proxy materials to each stockholder of Shareholders and Formrecord, we may furnish the Meeting proxy materials to our stockholders on the Internet. On or about September 3, 2021, the Company mailed to all stockholders of record, as of August 18, 2021 (the “Record Date”), a Notice of Internet Availability of Proxy were first mailed to stockholders on or about March 24, 2014.  Shareholders are encouraged toMaterials (the “Notice”). You will receive only the Notice by mail. You will not receive a printed copy of the Meeting proxy materials unless you specifically request printed copies from us.

Please carefully review the Notice for information provided in thison how to access our proxy materials via the Internet. Meeting proxy materials consist of the Notice of Annual Meeting, Proxy Statement in conjunction withand Proxy Card (the “Meeting proxy materials”), available at http://www.ovtz.com/investors/annual-general-meeting. You may also access our Annual ReportsReport on Form 10-K for the yearsour fiscal year ended December 31, 2011, December 31, 20122020 (the “Annual Report on Form 10-K”), including our financial statements for such fiscal year. However, our Annual Report on Form 10-K does not constitute any part of the material for the solicitation of proxies.

The Notice also includes instructions as to how you may submit your proxy vote via the Internet or over the telephone.

We have mailed only the Notice to you, and December 31, 2013.  if you would like to receive a printed copy of our Meeting proxy materials or a copy of our Annual Report on Form 10-K, please follow the instructions included in the Notice for requesting such materials. There is no charge to you for requesting a printed copy of the Meeting proxy materials or the Annual Report on Form 10-K.

WhoOur principal offices are located at #507, 837 West Hastings Street, Vancouver, British Columbia, Canada, V6C 3N6. Our telephone number is: (604) 685-1017 and our website address is: www.ovtz.com.

Manner of Solicitation and Expenses

This proxy solicitation is made on behalf of our Board of Directors. Solicitation of proxies may votebe made by our directors, officers and employees personally, by telephone, mail, facsimile, e-mail, internet or otherwise, but they will not be specifically compensated for these services. We will bear the expenses incurred in connection with the solicitation of proxies for the Meeting. Upon request, we will also reimburse brokers, dealers, banks or similar entities acting as nominees for their reasonable expenses incurred in forwarding copies of the proxy materials to the beneficial owners of the shares of our common stock as of the Record Date.

Record Date and Voting Shares

Only our shareholders as recorded in our stock register at

Our Board of Directors has fixed the close of business on March 5, 2014 (the“August 18, 2021, as the Record Date”) mayDate for the determination of stockholders entitled to notice of and to vote at the Meeting. At the closeAs of business on the Record Date we had 13,572,568there were 91,422,569 shares of common sharesstock issued, outstanding and entitled to vote held by approximately 1,240 stockholdersat the Meeting. Holders of record.  Eachshares of common share isstock are entitled to one vote onat the Meeting for each matter properly brought beforeshare of common stock held of record as of the Meeting.  Record Date. There is no cumulative voting in the election of directors.

HowQuorum

A quorum is necessary to hold a valid meeting of our stockholders. The required quorum for the transaction of business at the Meeting is the presence in person or by proxy duly authorized, of the holders of at least twenty-five (25%) percent of the outstanding shares of stock entitled to vote as of the Record Date.

YouIn order to be counted for purposes of determining whether a quorum exists at the Meeting, shares of common stock must be present at the Meeting either in person or represented by proxy. Shares that will be counted for purposes of determining whether a quorum exists will include:

Broker non-votes occur when shares of common stock held by a broker for a beneficial owner are not voted with respect to a particular proposal because the broker has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote such shares.

Entitlement to Vote

If you are a registered holder of shares of our common stock as of August 18, 2021, the Record Date for the Meeting, you may vote those shares of our common stock in person at the meetingMeeting or by proxy.  We recommendproxy in the manner described below under “Voting of Proxies”. If you hold shares of our common stock in “street name” through a broker or other financial institution, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution in respect of voting your shares.

Voting of Proxies

You can vote the shares of common stock that you voteown of record on the Record Date by either attending the Meeting in person or by filling out and sending in a proxy even ifin respect of the shares that you planown. Your execution of a proxy will not affect your right to attend the Meeting.  You can always change your vote at the Meeting.

Voting Electronically via the Internet

If your shares are registered in the name of a bank or brokerage you may be eligibleMeeting and to vote in person. You may also submit your shares electronically overproxy on the Internet or over the telephone by telephone. A large number of banks and brokerage firms are participatingfollowing the instructions contained in the Broadridge Financial Solutions, Inc. ("Broadridge") online program, which provides eligible shareholders who receive a paper copyNotice.

You may revoke your proxy at any time before it is voted by:

All shares of common stock represented by properly executed proxies received at or prior to the Meeting that have not been revoked will be voted in accordance with the instructions of the Proxy Statement withstockholder who has executed the opportunityproxy. If no choice is specified in a proxy, the shares represented by the proxy will be voted FOR all matters to vote via the Internet or by telephone. If your bank or brokerage firm is participating in Broadridge’s program, your voting form from the bank or brokerage firm will provide instructions. If your voting form does not reference Internet or telephone information, please complete and return the paper proxy card in the enclosed envelope.

How Proxies work

Giving us your proxy means you authorize us to vote your sharesbe considered at the Meeting as set forth in the manner you direct.  You may vote for or not vote for the nominees for director named in this Proxy Statement.  You may also vote for or abstain from voting on the proposal to ratify and approve the appointmentaccompanying Notice of KWCO, PC, as our independent auditors and authorizing the directors to fix their remuneration, or you may vote for or vote against the Stock Option Plan.  

If you sign and return the enclosedMeeting. The shares represented by proxy but do not specify how to vote, we will vote your shares in favor of the nominees for director named in this Proxy Statement and in favor of the other proposals described in this Proxy Statement.  In the discretion of the proxy holders, the proxies will also be voted for or against such other matters as may properly come before the Meeting.  AtMeeting in the date this Proxy Statement went to press we diddiscretion of the persons named in the proxy as proxyholders. We are currently not knowaware of any other matters to be raised at the Meeting.

The persons named in the enclosed proxy are our directors and officers and you may strike out the names of the persons whom you do not wish to act on your behalf.  A shareholder has the right to appoint any person to attend and actpresented for him or her at the Meeting.  A Shareholder desiring to appoint a person to represent himaction at the Meeting may do so either by inserting such person’s name in the blank space provided and striking out the printed names in the Formother than those described herein.

Any written revocation of Proxya proxy or by completing another proxy.  In either case, thesubsequent later-dated proxy mustshould be delivered to the offices of our registrar and transfer agent, Computershare Trust Company Inc., Proxy Department, 135 West Beaver Creek, PO Box 300, Richmond Hill, Ontario, L4B 4R5, at least 48 hours prior to the scheduled commencement of the Meeting.

You may receive more than one proxy depending on how you hold your shares.  Shares registered in your name are covered by one proxy.  If you hold shares through someone else, such as a bank or broker (that is, in street name) please refer to your proxy card or the information forwarded by your bank, broker or other holder of record for voting instructions.  If you want to vote in person at the Meeting, and you hold your shares in street name, you must obtain a proxy from your bank or broker and bring the proxy to the Meeting.

This Proxy Statement and the accompanying Form of Proxy are first being mailed to shareholders on or about March 24, 2014.

These securityholder materials are being sent to both registered and non-registered owners of the securities.  If you are a non-registered owner, and we or our agent have sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, we (and not the intermediary holding on your behalf) have assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.  Please return your voting instructions as specified in the request for voting instructions.

Revoking a Proxy

You may revoke your proxy before it is voted by submitting a new proxy with a later date, by voting in person at the Meeting, or by notifying our Corporate Secretary in writing at #507, 837 West Hastings Street, Vancouver, British Columbia, Canada, V6C 3N6.3N6, Attention: Corporate Secretary.

In addition to revocation in any other manner permitted by law, a shareholder may revoke a proxy either by (a) signing a FormVotes Required

Proposal One - Election of Proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the Form of Proxy is required to be executed as set out in the notes to the form of proxy) and either depositing it at the place and within the time aforesaid or with the ChairmanDirectors: The affirmative vote of the Meeting on the dayholders of the Meeting or on the daya plurality of any adjournment thereof, or (c) registering with the Scrutineer at the Meeting as a shareholder present in person, whereupon such proxy shall be deemed to have been revoked.

Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the proxy on their behalf.

Please note, however, that if yourour shares are held of record by a broker, bank or other nominee and you wish to vote at the Meeting, you must bring to the Meeting a letter from the broker, bank or other nominee confirming your beneficial ownership of the shares and that such broker, bank or other nominee is not voting your shares.

The Form of Proxy must be dated and be signed by the shareholder or by his attorney in writing, or, if the shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

Quorum

To conduct the business of the meeting, we must have a quorum.  This means at least 25% of the outstanding shares entitled to vote must bestock represented at the Meeting either by proxy or in person.  

Votes needed

The five nominees for director receiving a plurality of the votes cast in person or by proxy atis required for the Meeting shallelection of our directors. This means that the nominees who receive the greatest number of votes for each open seat will be elected. Approval to ratifyVotes may be cast in favor of the election of directors or withheld. Votes that are withheld and approvebroker non-votes will be counted for the appointmentpurposes of KWCO, PC as auditor and authorizingdetermining the directors to fix their remuneration, requirespresence or absence of a quorum, but will have no effect on the election of directors.

Proposal Two – Ratification of Appointment of Independent Registered Public Accountants: The affirmative vote of the holders of a majority of our shares of common stock represented at the votes castMeeting in person or by proxy atis required for the Meeting.  Ifratification of the Meeting is adjourned, your sharesappointment of our independent registered public accountants. Stockholders may vote in favor or against this Proposal or they may abstain. Abstentions are deemed to be voted by“votes cast” and will have the proxy holder on the new meeting date unless you have revoked your proxy.

Only votes cast “for” or “against” a proposal are counted.  Abstentions and broker non-votes (or votes withheld in the election of directors) will not be counted, except for purposes of determining a quorum.  Broker non-votes occur when a broker returns a proxy but does not have authority to vote on a particular proposal.

Attending in person

Only shareholders, their proxy holders, and Oculus’ guests may attend the Meeting.

If you hold your shares through someone else, suchsame effect as a bank orvote against this Proposal.

Proposal Three – Approval of 2020 Share Option Plan: The affirmative vote of the holders of a broker, send proof of your ownership to the Secretary at the address listed above, or you may bring proof of ownership with you in order to be admitted to the Meeting.  Acceptable proof could include an account statement showing that you owned Oculus shares on March 5, 2014.

We will pay the expenses of soliciting proxies.  Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, email or fax.  We will also reimburse banks, brokers and other persons holding shares in their names or in the names of their nominees for their reasonable out-of-pocket expenses in forwarding proxies and proxy material to the beneficial owners of such shares.

Non-Registered Shareholders

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting.  Most shareholdersmajority of our company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares.  More particularly, a person is a non-registered shareholder in respect of shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either (a) in the name of an intermediary (the “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant.  In accordance with the requirements of National Instrument 54-101 –Communication with Beneficial Owners of Securities of a Reporting Issuerof the Canadian Securities Administrators, we have distributed copies of the Notice of Meeting, Proxy Statement and Form of Proxy (collectively referred to as the “Meeting Material”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Material to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them.  Very often, Intermediaries will use service companies to forward the Meeting Material to Non-Registered Holders.  Generally, Non-Registered Holders who have not waived the right to receive the Meeting Material will either:

(a)

be given a Form of Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted to the number of shares beneficially owned by the Non-Registered Holder, but which is otherwise not complete.  Because the Intermediary has already signed the Form of Proxy, this Form of Proxy is not required to be signed by the Non-Registered Holder when submitting the proxy.  In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the Form of Proxy and deposit it with our registrar and transfer agent, Computershare Trust Company Inc., as provided above; or

(b)

more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy” or “authorization form”) which the Intermediary must follow.  Typically, the proxy authorization form will consist of a one page pre-printed form.  Sometimes, instead of the one page printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions that contains a removable label containing a bar-code and other information.  In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares that they beneficially own.  Should a Non-Registered Holder who receives one of the above forms wish to votecommon stock represented at the Meeting in person or by proxy is required for the Non-Registered Holder should strike out the namesapproval of the management designated proxy holders namedcontinuation of the Company’s 2020 Share Option Plan. Stockholders may vote in the form and insert the Non-Registered Holder’s name in the blank space provided (executed by the broker).  In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including when and where the proxyfavor or proxy authorization form isagainst this Proposal or they may abstain. Abstentions are deemed to be delivered.

A revocation of a Proxy does not affect any matter on which“votes cast” and will have the same effect as a vote hasagainst this Proposal. Broker non-votes are not deemed to be votes cast and, therefore, will have no effect on the vote with respect to this Proposal.

Stockholder Proposals

No proposals have been taken prior to the revocation.

FINANCIAL STATEMENTS

Our audited financial statements included in the Form 10-K Annual Reportsreceived from any stockholder for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 will be presented to the shareholdersconsideration at the Meeting.

OtherMatters

It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Meeting. If other matters are properly presented, however, the persons named as proxyholders will vote in accordance with their best judgment on such matters. The grant of a proxy also will confer discretionary authority on the persons named as proxyholders to vote in accordance with their best judgment on matters incidental to the conduct of the Meeting.

No Rights of Appraisal

There are no rights of appraisal or similar rights of dissenters with respect to the matters that are the subject of this proxy solicitation under the laws of the State of Wyoming, our Articles of Incorporation or our Bylaws.

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

Except as disclosed elsewhere in this Proxy Statement, no director or executive officer who was a director or executive officer sinceNone of the beginning of our last financial year, each proposed nominee for election as a director, or any associate or affiliates of any such directors, executive officers or nominees,following persons has any materialsubstantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted uponon at the Meeting, other than elections to office:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of August 18, 2021, by:

The number of shares beneficially owned and the related percentages are based on 91,422,569 shares of common stock outstanding as of August 18, 2021.

For the purposes of the information provided below, Common Shares that may be issued upon the exercise or conversion of stock options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following August 18, 2021, when there were deemed to be 91,422,569 shares of common stock (“Common Shares”) of the Company outstanding and beneficially owned by the stockholders for the purpose of computing the number of Common Shares and percentage ownership of each holder are reported below, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

Notes:

ITEM1: ELECTION OF DIRECTORS

Election of Directors

Each of our directors is elected at the annual meeting of our stockholders and, upon the director’s election, will hold office until our next annual meeting or until his or her successor is elected and qualified.

The persons named in the enclosed form of proxy as proxyholders intend to vote for the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

We are authorizedthe nominees listed below as directors unless instructed otherwise, or unless a nominee is unable or unwilling to issue 500,000,000 shares of common stock.  Asserve as a director of the Record Date, determined by the Board to be the close of business on March 5, 2014, a total of 13,572,568 common shares were issued and outstanding. Each share carries the right to one vote at the Meeting.  

Only registered shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of our directors and executive officers, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, common shares carrying more than 10% of the voting rights attached to our outstanding common shares.

ITEM 1:  NUMBER OF DIRECTORS

The board of directors has nominated and recommends FOR election of the five current directors for election at the Meeting.  We are proposing that the number of directors be determined at five for the ensuing year, subject to such increases as may be permitted by our Bylaws.  We currently have five directors.

The enclosed proxy will be voted FOR setting the number of directors at five unless otherwise indicated.  

ITEM 2:  ELECTION OF DIRECTORS

The enclosed proxy will be voted FOR the persons nominated unless otherwise indicated.  

If any of the nominees should be unable to serve or should decline to do so, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute or substitutes to be designated by the Board of Directors.  TheCompany. Our Board of Directors has no reason to believe that any substitute nominee is unable or nomineesunwilling to serve, but if a nominee should determine not to serve, the persons named in the form of proxy as proxyholders will have the discretion and intend to vote for another candidate that would be required.nominated by our Board of Directors.

EachThe affirmative vote of a plurality of the votes present in person or by proxy at the Meeting and entitled to vote on the election of directors is required for the election of each nominee electedas a director. Our constating documents do not provide for cumulative voting in the election of directors.

Nominees for Election as Directors

Anton J. Drescher, Maurice Loverso, Rowland Perkins, Tom Perovic, Ron Wages and Fabrice Helliker, each of whom is a current director have been nominated for election as directors. It is the intention of the persons named in the accompanying form of proxy as proxyholders to vote proxies for the election of each of these individuals as a director will hold office untiland each of the next annual meetingnominees has consented to being named in this Proxy Statement and to serve as a director, if elected.

Directors and Executive Officers

Our current directors and executive officers and their respective ages as of shareholders and until his successor is elected and qualified, or until his earlier death, resignation or retirement.  Set forth below for each nominee is his age and his position, if any, in our company.August 18, 2021, are as follows:

The information set forth below as to each nominee for director has been furnished to us by the respective nominee.

¹  Member of audit committee.

Note:

Rowland Perkins – President, Chief Executive Officer and Director

Mr. Perkins is currentlywas formerly the President and CEO& Chief Executive Officer of Globalworxebackup Inc. (2001-2015) (a private corporation), a digital cloud data service provider specializing in Computer Cloud Services.cloud services, data backup and business continuity. Mr. Perkins has over 3545 years of business experience and 2030 years of experience with various public companies. In addition, Mr. Perkins is a director of severalother publicly traded companies;companies: Corvus Gold Inc.Inc, since 2010, Oculus Visiontech Inc.August 2010; Lamaska Capital Corp., since January 2005,April 17, 2020; a former director of Xiana Mining Inc. since(TSXV) from 2011 to 2018, International Tower Hill Mines Ltd. from 2005 to 2010 and Strikepoint Gold Inc. since 2011.Blue Rhino Capital Corp. from 2020 to 2021. Mr. Perkins has a degree in Economics from the University of Manitoba (1972).Manitoba.

Anton J. Drescher - Chief Financial Officer, Secretary and Director

Mr. Drescher has been a Chartered Professional Accountant, Certified Management Accountant since 1981. He is currently involved with several public companies including as: a director (since 1991) of International Tower Hill Mines Ltd., a public mining company listed on the TSX and the NYSE-MKT; a director (since 1996) and Chief Financial Officer (since 2012) of Xiana Mining Inc., a public mineral exploration company listed on the TSXV; a director (since 2007) and the Chief Financial Officer of Oculus since December 1994.  DuringVisionTech Inc., a public company involved in watermarking of film and data listed on the past 5 years,TSXV and the OTC Bulletin Board; a director (since 2014) of CENTR Brands Corp., a public company listed on the CSE; a director (since 2020) of Blue Rhino Capital Corp., a public company listed on the TSXV; a director (since 2020) of Lamaska Capital Corp., a public company listed on the TSXV. Mr. Drescher has provided administrativeis also the President (since 1979) of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting services in his capacity asfor business reorganizations, and the President and a Director(since 1998) of Harbour Pacific Capital Corp. since 1998, a private company involved in regulatory filings for businesses in Canada.

Fabrice Helliker – Director

Mr. Helliker is currently an advisor to OCL Technologies Corp. and Westpoint Management Consultants Ltd.a long time executive and entrepreneur in the data protection and compliance market. He is currently the head of Vancouver, British Columbia, Canada since 1978.  Mr. Dreschera software engineering division responsible for data protection automation and orchestration solutions for Hitachi Vantara, where he joined in 2012 upon the acquisition of a company he co-founded, Cofio Software. He was also currently serves as a director and/or officerco-founder of BakBone Software, which was traded on the following public companies: International Tower Hill Mines Ltd. (ITH - TSX) since October 1991, Xiana Mining Inc. (XIA – TSX.V) since December 1998; Ravencrest Resources Inc. (RVT – CNSX) since April 2007, Trevali MiningToronto Exchange and later acquired by Quest Software Corp. (TV – TSX) since 2008 and Corvus Gold, Inc. (KOR – TSX) since August 2010.  Mr. Drescher obtained a Diploma in Financial Management from the British Columbia Institute of Technology in June 1974.  He also obtained his Certified Management Accountant's designation in October 1981.

Maurice Loverso – Director

Mr. Loverso has been an independent director of Oculus since May 2003. He has been President of 3336298 Canada Inc. since 1996, providing financial consultation services to small capital public and private companies and has been a director of Group Intercapital Inc. since 1996, assisting a small cap venture capital firm with financial advice.

Tom Perovic –Director–Director

Mr. Perovic has over 30 years of experience in high technology management, from research and development to high-level and top development and executive positions in businesses including automotive (visionindustry, in particular in developing and releasing autonomous driving AD Perception products , and ADAS (Advanced Driver Assistance Systems), based real time driver assistance applications),on AI - Machine/Deep learning models, for major OEMs, including Daimler, BMW, Toyota, Honda Ford and GM, electronics (embedded hardware, imaging/video processing based products), real-time automotive grade, functional safety compliant embedded software (real time,development, running on intelligent RTOS (Real Time Operating System), sensor fusion (camera, LiDAR, Radar, ultrasonic) data capture, and real-time processed by deep learning Neural Networks, Internet centric streaming video content - movie(movies) watermarking products for the entertainment industry, machine vision, 2D signal processing algorithms, IP based video communications),communications, PCB production/development equipment, professional video (TV broadcasting), Internet imaging, security video surveillance, contract manufacturing, material handling/logistics and production/distribution. He has been a co-founder, President and CTO of ASPRO Technologies, a digital security/surveillance technology start-up from 1992-2002, General Manager of Magna International Inc. since 2006,and Global Director of Engineering at Magna Electronics (Magna Vectrics) from 2002 to 2018 where he iswas responsible for restructuring since a takeover, P/L, development strategy, operational team building and leadership.leadership, and since 2018 till present Sr. Director, Toronto Automotive Center of Excellence (TACoE), LeddarTech Inc, LiDAR high technology company. He established TACoE AI based AD/ADAS/Perception division of LeddarTech from scratch, including building the scientific, engineering, and vehicle integration and quality teams, OPEX and CAPEX. Tom has been instrumental in several technology companies M&A process.

Ron Wages –Director–Director

Mr. Wages is an innovative and results-driven corporate professional with an impressive 2030 year record of success in delivering record profit growth and solid project performance in multiple markets worldwide. He is the Director, Transmission Project Controls at Duke Energy where he leads a team of project management professionals that manage a $9B portfolio of Transmission Capital Projects. Previously, he was the founder and has been Chief Executive Officer of Vagues Solid State Lighting, a manufacturer of LED based lighting, since January 2009  As Chief Executive Officer, he developed the business strategy and full business plan including sales goals, market research, expense budgets and P&L plan.  Previously, helighting. He was President and General Manager of MEMScAP Inc./JDS Uniphase, a public company in the semiconductors industry. He managed the day-to-day operations for sales, marketing, manufacturing, legal and finance. Mr. Wages has a B.S. in Electrical Engineering from the University of Maryland College Park and an MBA (Honors) from the University of Houston Executive MBA Program.

The Board of Directors has no reason to believe that any nominee will not serve if elected. If any nominee is unable to serve as a director, the shares represented by all valid proxies may be voted for the election for such other person(s) as the Board may

recommend, unless the Board chooses to reduce the number of directors serving on the Board. Proxies will be voted FOR each nominee unless the shareholder specifies otherwise.

The Board of Directors unanimously recommends a vote FOR the election of each of the nominees named in this Proxy Statement. Proxies solicited by the Board of Directors will be so voted unless shareholders specify otherwise on the accompanying Proxy.

CorporateTerm of Office

All of our directors, when elected, hold office until the next annual meeting of our stockholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.

Significant Employees

There are no significant employees of the Company other than our executive officers, however, our subsidiary, OCL Technologies Inc. (“OCL”), entered into an employment contract with Mike Johnson (age 64), who is the co-founder, President and a director of OCL, effective February 15, 2020, whereby Mr. Johnson provides product manager services for product development based on proprietary ideas developed by OCL. The term of the contract ends on February 1, 2022, or upon a mutually agreed upon date, agreed to in writing by OCL and Mr. Johnson. Mr. Johnson has been a director and officer of OCL since June 12, 2020. From March 2017 to February 2020, Mr. Johnson was a Business Development Director with the Archival Solutions Division at Sony Electronics where he provided clarity and thought-leadership for introduction of PetaByte-class enterprise storage solutions to the autonomous vehicle/IoT, big data and high-performance compute markets worldwide. Mr. Johnson obtained and undergraduate degree in Audio Engineering from SoundMaster Institute located in Hollywood, California in 1980, and obtained undergraduate degrees in Business and Computer Science from Fullerton College located in Fullerton, California in 1984.

Family Relationships

There is no family relationship between any of our executive officers or directors.

Involvement in Certain Legal Proceedings

Except as disclosed in this proxy statement, during the past ten years none of the following events have occurred with respect to any of our directors and officers:

Other than as set out below, there are no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.

On March 10, 2010, the TSX Venture Exchange (“TSXV”) rendered a decision with respect to a review concerning certain unauthorized loans by Xiana Mining Inc. (formerly, “Dorato Resources Inc.”) to Trevali Mining Corporation. As part of its decision, the TSXV required Mr. Drescher (who was a director of Xiana at the relevant time) to seek prior written approval from the TSXV should he propose to be involved with any other TSXV listed issuer as a director and/or officer. On May 14, 2010, the TSX, upon review of the TSXV’s decision, required Mr. Drescher to seek approval from the TSX should he propose to be involved with any other TSX listed issuers as a director and/or officer. In addition, the TSX required Mr. Drescher to inform the TSX of any future actions commenced against him by any regulatory entity. Subsequently, Mr. Drescher applied to the TSX for reconsideration of the abovementioned restrictions and, on May 1, 2013, the TSX agreed to remove all such restrictions.

On April 30, 2020, the TSXV removed the requirement for Mr. Drescher to obtain prior written approval to be a Director or Officer (or any other position) for any Exchange Listed Issuer.

On May 3, 2021, Xiana Mining Inc. applied for and was granted a management cease trade order (“MCTO”), a company of which Mr. Anton Drescher is a director and officer, for the Company’s failure to file audited financial statements, MD&A and certifications of annual filings for the financial year ended December 31, 2021. The required financial statements, MD&A and certifications have not yet been filed and in accordance with National Policy 12-203 Management Cease Trade Orders, the MCTO will remain in place until the annual filings are filed. Subsequently, the British Columbia Securities Commission issued a Cease Trade Order on August 3, 2021, which will remain in effect until the annual and interim filings are filed.

To the best of management’s knowledge, no proposed director of Oculus has, within 10 years before the date of this Proxy Statement, been a director or officer of any company that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied that person or company access to any exemption under securities legislation for a period of more than 30 consecutive days, or (ii) was subject to an event that resulted, after the director or officer ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

Bankruptcies

To the best of management’s knowledge, no proposed director of Oculus has, within 10 years before the date of this Proxy Statement, been a director or officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Meetings of the Board of Directors

During fiscal 2012, theThe Company’s Board of Directors held three in-person meetings during the fiscal year ended December 31, 2020 (“fiscal 2020”).

The Company does not have a numberformal policy with respect to director attendance at annual stockholders’ meetings; however, all directors are encouraged to attend. It is anticipated that two directors will attend the 2021 annual meeting of informal meetings, and took action by unanimous written consent on four occasions.  During fiscal 2013, thestockholders in person.

Board Independence

The Board of Directors held a numberhas determined that Maurice Loverso, Tom Perovic, Ron Wages and Fabrice Helliker each qualify as independent directors under the listing standards of informal meetings, and took action by unanimous written consent on four occasions.the NYSE American.

Board Committees

Audit Committee

The Audit Committee of the Board of Directors consists of Maurice Loverso, Anton J. Drescher and Ron Wages, who serves as Chairman. The Board of Directors had determined that each Audit Committee member has sufficient knowledge in financial and accounting matters to serve on the Committee and that Anton J. Drescher is an “audit“audit committee financial expert”expert” as defined by SEC rules.

The Audit Committee meets with our independent auditors at least quarterly to discuss the results of the annual audit or interim periodic reviews and to review the financial statements; appoints the independent auditors to be retained; oversees the independence of the independent accountants; evaluates the independent auditors’ performance; approves fees paid to independent auditors and receives and considers the independent auditors’ comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls. The Audit Committee met informally by telephone conference four times and signed four consent resolutions during each of fiscal 2012 and 2013.2020.

The Audit Committee is primarily concerned with the effectiveness of our audits by our internal audit staff and by our independent auditors. Its duties include: (1) recommending the selection of independent auditors; (2) reviewing the scope of the audit to be conducted by them, as well as the results of their audit; (3) reviewing the organization and scope of our internal system of audit and financial controls; (4) appraising our financial reporting activities (including our Proxy Statement and Annual Report) and the accounting standards and principles followed; and (5) examining other reviews relating to compliance by employees with important policies and applicable laws. The Audit Committee operates under a written Charter adopted by the Board of Directors, a copy of which is attached to this Proxy Statement as Schedule “A”.

Other Committees

The Board of Directors currently has no other committees.

Stockholder Communications

SECURITY OWNERSHIP OF DIRECTORS, OFFICERS,

AND CERTAIN BENEFICIAL OWNERS

The following table sets forth as of March 14, 2014, the number of our outstanding common shares beneficially owned by (i) each person known to us to beneficially own more than 5% of our outstanding common shares, (ii) each director, (iii) each Named Executive Officer, and (iv) all officers and directors as a group.

Compensation Committee Interlocks and Insider Participation

Decisions concerning the compensation of our NEOs are made by the Board. All members of the Board during fiscal 2011, 2012 and 20132020 participated in the Board’s deliberations concerning NEO compensation during each of the fiscal yearsyear ended December 31, 2011, 2012 and 2013.2020.

Board of Directors Report on Executive Compensation

The Board determines the compensation of our NEOs.

We intend to establish a compensation committee at such time as we are able to attract a sufficient number of outside directors to the Board. We are unable to state when we will be able to establish a formal compensation committee. Pending establishment of the committee, the entire Board will continue to be responsible for our executive compensation policy.

Compensation Philosophy

We must compete for, attract, develop, motivate and retain high quality executive management personnel. In order to do so, we intend to offer a package including a competitive salary and, on a discretionary basis, additional compensation in the form of stock options.

Cash Compensation

Our executive salary levels are intended to be consistent with competitive salary levels and job responsibilities and experience level of each executive, as well as our overall salary structure and financial condition. Salary changes reflect competitive and economic trends, our overall financial performance and the performance of the individual executive. Salaries are reviewed annually by the Board.

Stock Options

Stock options are designed to attract and retain executives who can make significant contributions to our success, reward executives for such contributions, give executives a long-term incentive to increase shareholder value, and align the interests of our executive officers with those of our shareholders.

The Board has made, and expects to continue to make, grants of stock options to executive officers. Recipients of option grants, and the size of the grants, are determined based on several factors, including the responsibilities of the individual officers, their past and anticipated contributions to our success, our overall performance, and prior option grants.

Compensation of the CEO

In setting the compensation payable for fiscal 2011, 2012 and 20132020 to our NEOs, the Board generally considered the same factors described above, as well as our current financial condition. Given that we currently do not have any financial resources a decision was made to defer compensation to the NEOs until such time as we have sufficient funding. The Board intends that compensation to the NEOs will be competitive with compensation paid to executive officers of similar sized companies in our industry and to reward our NEOs for directing our efforts in initiating and expanding our streaming media business.

Benefits and Perquisites

Our NEOs do not receive any benefits or perquisites other than as disclosed herein.

IRS Limits on Deductibility of Compensation

We are subject to Section 162(m) of theInternal Revenue Code of 1986,, as amended, which limits the deductibility of certain compensation payments to our executive officers in excess of $1.0 million. No cash compensation was paid in fiscal 2011, 2012 or 20132020 to the CEO or any other executive officer. Section 162(m) also provides for certain exemptions to the limitations on deductibility, including compensation that is “performance-based”“performance-based” within the meaning of Section 162(m). Because we do not currently have a compensation committee comprised solely of outside directors, we currently cannot avail ourselves of the “performance-based”“performance-based” compensation exemption under Section 162(m).

TheMembers of the Board of Directors during fiscal 2011, 2012 and 2013 consisted of:2020 were:

Edwin Molina(resigned on December 30, 2011)

Anton J. Drescher

Maurice Loverso

Shawn Nichols
Rowland Perkins

Tom Perovic (effective December 30, 2011)

Ron Wages (effective December 30, 2011)

The following table sets forth compensation awarded to, earned by or paid to our NEOs.

(1)

Mr. Molina resigned as our CEO on December 30, 2011.

(2)

Mr. Perkins was appointed President and CEO on December 30, 2011

Incentive Plan Awards

Outstanding Share Based Awards and Option-Based Awards

ThereThe stock options to purchase shares of our common stock that were no outstanding share-based and option-based awards granted to our NEOs during the financial yearsfiscal year ended December 31, 2011, 2012 and 2013, and that were outstanding as2020 are set out in the table below.

Stock Option Plan

The only plan pursuant to which we grant awards of any kind to our executive officers is our 2005 Stock Option Plan, as amended on June 29, 2007 (the “Amended Plan”).  The Amended Plan was approved by our shareholders and provides for the grant of stock options to directors, officers, consultants and key employees.

The Amended Plan assists us to accomplish the following:

Ÿ

to attract and retain the best available personnel for positions of responsibility within our company;

Ÿ

to provide additional incentives to employees, officers, directors and consultants of our company;

Ÿ

provide employees, directors and consultants of our company with an opportunity to acquire a proprietary interest in our company to encourage their continued provision of services to us;

Ÿ

to provide such persons with incentives and rewards for superior performance more directly linked to the profitability of our business and increases in shareholder value; and

Ÿ

aligning the interests of such persons with the interests of our shareholders generally.

Grants of Plan-Based Awards

We do not have any plan-based awards in place at this time.

Termination and Change of Control Benefits

We do not have written agreements for termination or change of control with any of our NEOs.  

Pension Benefits and Non-Qualified Defined Contribution and Other Non-Qualified Deferred Compensation Plans

We do not have a traditional defined benefit pension plan and does not provide pension benefits for our executive officers or for any of our other employees, and we do not have any non-qualified defined contribution plan or other non-qualified deferred compensation plan for our executive officers or for any of our other employees.

Compensation of Directors

We have no arrangements, standard or otherwise, pursuant to which directors are compensated by us for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this proxy statement, except as disclosed below.

During the fiscal years ended December 31, 2011, 2012 and 2013, a total of $75,000, $45,000 and $25,000, respectively, was paid for research and development costs, which work was carried out by Mr. Tom Perovic, through 4C Inc., a private company wholly-owned by the spouse of Tom Perovic.  Mr. Perovic was appointed as a director on December 30, 2011.

Performance Graph

The following graph compares our cumulative total shareholder returns with the cumulative total return for the last five years of (i) Russell 2500, and (ii) the Dow Jones - U.S. Technology, Software, Small Cap Index.  The graph shows the value of $100 invested at the closing price on December 31, 2013, in our common shares, the Dow Jones - U.S. Technology, Software, Small Cap Index and the Russell 2500, and assumes that all dividends are reinvested.

per share.  In January 2012, we issued 800,000 shares of common stock pursuant$135,738. During 2020, related parties were reimbursed advances made to the notes payable issued on December 1, 2011.  The total bonus interest is $117,948.  Bonus interest to related parties was $106,153 and to investors was $11,795.Company of ($Nil).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have adopted our 2011 Stock Option Plan on December 30, 2011 (the “Option Plan”).  As at December 31, 2013, the following2020 there were 8,652,257 securities had been authorized for issuance under the under the Company’s existing stock option plan dated effective August 28, 2020 (the “2020 Stock Option Plan”). Since the last financial year-end of December 31, 2020, as at August 18, 2021, the following securities were authorized for issuance under the 2020 Stock Option Plan:

Terms ofStock Option Plan

Administration

The Option Plan is administered by the Board of Directors.  The Board of Directors may appoint a committee of the BoardCompany adopted a new share option plan dated for reference August 28, 2020 (the “2020 Share Option Plan”), which was approved by shareholders at the Company’s annual meeting held on November 23, 2020. The 2020 Share Option Plan supersedes and replaces the 2019 Stock Option Plan. The purpose of Directors (the “Committee”) comprised of two or more of directors, each of whomthe 2020 Share Option Plan is to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company.

Previous grants will be a “Non-Employee Director” within the meaning of Rule 16b-3taken into account when considering new grants under theExchange Act, 2020 Share Option Plan and an “Outside Director” within the meaninga maximum of Section 162(m)10% of the Code, to administer the Option Plan.  Subject to the termsnumber of the Option Plan, the Board of Directors or the Committee may determineissued and designate those employees, directors and consultants to whom options should be granted and the nature and terms of the options to be granted.

Eligibility

All of our employees, including our executive officers and directors who are also employees, are eligible to participate in the Option Plan.  Additionally, directors who are not employees, as well as our consultants and advisers, are eligible to receive options under the Option Plan, except that such persons may only receive non-qualified options.

Exercise of Stock Options

The exercise price per share for each option granted under the Option Plan shall be determined by the Board of Directors or the Committee, subject to the policies of the TSX Venture Exchange (the “TSX.V”).  The price is payable in cash.

Subject to earlier termination upon termination of employment and the incentive stock option limitations as provided in the Option Plan, each option shall expire on the date specified by the Board of Directors or the Committee, which shall be no later than five years from the date of grant for grants to 10% shareholders and ten years for all other options.  

The options will either be fully exercisable on the date of grant or shall be exercisable thereafter in such installments as the Board of Directors or Committee may specify.  Upon termination of employment or other service of an option holder, an option may only be exercised for a period of three months or, in the case of termination due to disability or death, a period of 12 months.

Transferability

Options granted under the Option Plan may not be transferred except by will or the laws of the descent and distribution and, during his or her lifetime, options may be exercised only by the optionee.

Certain Adjustments

In the event of any change in the number or kind of our outstanding common shares by reason of a stock dividend, stock split, recapitalization, combination, subdivision, rights issuance or other similar corporate change, the Board of the Committee shall make such adjustment inCompany are available for issuance under the number of common shares that may be2020 Share Option Plan. There are currently 4,725,000 options issued under the 2020 Share Option Plan.

A copy of the 2020 Share Option Plan is attached as Schedule “C” to the Schedule 14A Proxy Statement dated October 6, 2020 and is available under the numberCompany’s SEDAR profile at www.sedar.com. The 2020 Share Option Plan will also be available for inspection at the Meeting. See ITEM 3: APPROVAL OF 2020 SHARE OPTION PLAN below for a summary of common shares subjectthe 2020 Share Option Plan.

Pension Plan Benefits

We have no pension plans that provide for payments or benefits at, following or in connection with retirement.

Director Compensation

We do not currently provide any compensation to and the exercise priceour directors in their capacity as such. As a result, none of each then-outstanding option, as it,our directors received any cash compensation in its sole discretion, deems appropriate.any form during our most recently completed financial year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our current or former directors, executive officers, employees, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to our company since the beginning of our last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no:

(a)

director or executive officer of Oculus;

(b)

person or company who beneficially owns, directly or indirectly, common shares or who exercises control or direction of common shares, or a combination of both carrying more than 10% of the voting rights attached to the common shares outstanding (an “Insider”);

(c)

director or executive officer of an Insider; or

(d)

associate or affiliate of any of the directors, executive officers or Insiders,

has had any material interest, direct or indirect, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction which has materially affected or would materially affect our company, except with an interest arising from the ownership of common shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of common shares.

MANAGEMENT CONTRACTS

Our management functions are not, to any substantial degree, performed by a person or persons other than our directors or senior officers, other than as disclosed herein.

CORPORATE GOVERNANCE

Pursuant to National PolicyInstrument 58-101 - Disclosure of Corporate Governance Practices, (“NI 58-101”) of the Canadian Securities Administrators, we are required to disclose certain corporate governance information as set out in Form 58-101F1Corporate Governance Disclosure (“Form 58-101F1”). of NI 58-101. A description of our approach to corporate governance, together with a completed Form 58-101F1, is set out in Schedule “B” to this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

THE ELECTION OF THE DIRECTOR NOMINEES SET FORTH ABOVE

ITEM 3:2: RATIFICATION AND APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTANTS

The firm of KWCO, PC (“KWCO”) was appointedhave been selected as the independent registered public accountants of the Company for the fiscal year ending December 31, 2021. KWCO audited the Company’s financial statements for the fiscal year ended December 31, 2020 and for the fiscal year ended December 31, 2019.

In the event ratification by the stockholders of the appointment of KWCO as the Company’s independent registered public accountants is not obtained, our Board of Directors to serve as our independent auditors for the 2011, 2012will reconsider such appointment.

Principal Accountant Fees and 2013 fiscal years.  Services

During our fiscal years ended December 31, 2012, 2012 and 2013, and the period subsequent to such date and prior to engaging KWCO we have not consulted KWCO with respect to the application of accounting principles to a specific transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements; or any disagreements with KWCO (of which there were none), or reportable events, as defined or described in Items 304(a)(2)(i) or (ii) of Regulation S-K.  

Audit Fees

Audit and Non-Audit Fees

The following table presents fees for the professional audit services rendered KWCO for the audit of our annual financial statements for the years ended December 31, 2011, 20122020 and 2013, r,2019, and fees billed for other services rendered by KWCO during those periods.

The Audit Committee reviews all audit and non-audit relatedFees

Audit fees at least annually.  The Audit Committee pre-approved all audit and non-audit related services in fiscal 2011, 2012 and 2013.  The Audit Committee had concluded that as no non-audit services were provided during fiscal 2011, 2012 or 2013 there is no issue with respect to maintainingare the independence of KWCO.

Financial Information Systems Design and Implementation Fees

KWCO did not provide anyaggregate fees billed for professional services to us with respect to financial information systems design and implementation for the years ended December 31, 2011, 2012 and 2013.  

All Other Fees

KWCO was not paid any other fees for services rendered to us during the year ended December 31, 2012 and December 31, 2011.

Required Vote

The affirmative vote of a majority of the votes cast on this Item at the Meeting is required for the ratification and approval of the appointment of KWCO as our auditors for the fiscal year ending December 31, 2014 and to authorize the directors to fix their remuneration.

The Board of Directors unanimously recommends a vote FOR the ratification and approval of KWCO, PC asby our independent auditors for the currentaudit of our annual financial statements, the review of the financial statements included in each of our quarterly reports and services provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not described in the preceding category.

Tax Fees

Tax fees, if applicable, are billed by our independent auditors for tax compliance, tax advice and tax planning.

All Other Fees

All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories.

Pre-Approval of Services by the Independent Auditor

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal year and authorizing the directors to fix their remuneration.years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL TO RATIFY THE APPOINTMENT OF KWCO, PC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE COMPANY’S FISCAL YEAR ENDING DECEMBER 31, 2020

AUDIT COMMITTEE

We are required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of our company or an affiliate of our company. Our current audit committee consists of Anton J. Drescher, Maurice Loverso and Ron Wages.

Audit Committee Charter

The text of our Audit Committee Charter is attached as Schedule “A” to this Circular.Proxy Statement.

Composition of the Audit Committee and Independence

National Instrument 52-110 - Audit Committees, (“NI 52-110”) of the Canadian Securities Administrators provides that a member of an audit committee is “independent”“independent” if the member has no direct or indirect material relationship with a company, which could, in the view of the company’s Board, reasonably interfere with the exercise of the member’s independent judgment.

All of the members of our audit committee are independent, as that term is defined in NI 52-110, except for Anton J. Drescher, who is the Corporate Secretary and Chief Financial Officer.

Relevant Education and Experience

NI 52-110 provides that an individual is “financially literate” if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by a company’s financial statements. While Maurice Loverso does not meet the criteria of “financially literate”, both Ron Wages and Anton J. Drescher are considered financially literate. Collectively, they have many years of practical business experience, have served as a director of public companies and have experience reviewing financial statements of public companies. The following sets out the education and experience of Rowland Perkins and Anton J. Drescher that is relevant to the performance of their responsibilities as audit committee members.

Anton J.Mr. Drescherprovides administrative and consulting services in his capacity as President and has been a Chartered Professional Accountant, Certified Management Accountant since 1981. He is currently involved with several public companies including as: a director (since 1991) of International Tower Hill Mines Ltd., a public mining company listed on the TSX and the NYSE-MKT; a director (since 1996) and Chief Financial Officer (since 2012) of Xiana Mining Inc., a public mineral exploration company listed on the TSXV; a director (since 2007) and the Chief Financial Officer of Oculus VisionTech Inc., a public company involved in watermarking of film and data listed on the TSXV and posted for trading on the OTCQB operated by the OTC Markets Group Inc.; a director (since 2014) of CENTR Brands Corp., a public company listed on the CSE; a director (since 2020) of Blue Rhino Capital Corp., a public company listed on the TSXV; a director (since 2020) of Lamaska Capital Corp., a public company listed on the TSXV. Mr. Drescher is also the President (since 1979) of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting for business reorganizations, and the President (since 1998) of Harbour Pacific Capital Corp. since 1998 and Westpoint Management Consultants Ltd. of Vancouver, British Columbia, Canada since 1978.  Mr. Drescher also currently serves as a director and/or officer of the following TSX listed companies: International Tower Hill Mines Ltd. since October 1991, Trevali Resources Corp. since 2008 and Corvus Gold, Inc. since August 2010.  He also serves as a director of Ravencrest Resources Inc., a CNSX listedprivate company since April 2007involved in regulatory filings for businesses in Canada.

Mr. Wages is an innovative and as a directorresults-driven corporate professional with an impressive 20 year record of Dorato Resources Inc., a TSX.V listed company, since December 1998.  Mr. Drescher obtained a Diplomasuccess in Financial Management fromdelivering record profit growth in multiple markets worldwide. He is the British Columbia Institute of Technology in June 1974.  He also obtained his Certified Management Accountant's designation in October 1981.

Ron Wages is founder and has been Chief Executive Officer of Vagues Solid State Lighting, a manufacturer of LED based lighting, since January 2009 As Chief Executive Officer, he developed the business strategy and full business plan including sales goals, market research, expense budgets and P&L plan. Previously, he was President and General Manager of MEMScAP Inc./JDS Uniphase, a public company in the semiconductors industry. He managed the day-to-day operations for sales, marketing, manufacturing, legal and finance. Mr. Wages has a B.S. in Electrical Engineering from the University of Maryland College Park and an MBA (Honors) from the University of Houston Executive MBA Program.

Audit Committee Oversight

Since the commencement of our most recently completed fiscal year, our Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by our Board.

Reliance on Certain Exemptions

Since the commencement of our most recently completed financial year and the effective date of NI 52-110, we have not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditors, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total amount of fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

Our audit committee has adopted specific policies and procedures for the engagement of non-audit services which is set out in the Audit Committee Charter attached to this Circular as Schedule “A” to this Proxy Statement in the section entitled “Independent Auditor”.

Exemption

We are relying on the exemption provided by Part 6.1 of NI 52-110 for Venture Issuers“venture issuers” which allows for an exemption from Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 and allows for the short form of disclosure of audit committee procedures set out in Form 52-110F2 and disclosed in this Circular.Proxy Statement.

ITEM 4:   ADOPTION3: APPROVAL OF STOCK2020 SHARE OPTION PLAN

Introduction

At the Meeting therethe Board of Directors will be presented to Shareholders a proposal to approveseek shareholder approval of the adoptioncontinuation of our Stockthe 2020 Share Option (the "Option Plan").  The Option Plan was originally adopted by the Board of Directors on March 12, 2014.August 28, 2020 and approved by shareholders at the Company’s annual meeting held on November 23, 2020. The 2020 Share Option Plan authorizessupersedes and replaces the issuanceCompany’s 2019 Stock Option Plan, approved by shareholders at the Company’s April 30, 2019 annual meeting.

Summary of 2020 Share Option Plan

Effective August 28, 2020, our Board of Directors authorized and approved the adoption of our 2020 Share Option Plan (the “2020 Plan”) as of such date, under which an aggregate of up to 1,250,00010% of our issued and outstanding common shares subject to adjustment under certain circumstances, pursuant to exercise of options tomay be grantedreserved for issuance under the Option Plan.  The2020 Plan, which includes any other stock subjectoption, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of common shares to a Service Provider (as defined below). As described below, all options issued under theour Previous Option Plan will be authorized but unissued common shares, including shares issuable under options that terminate without being exercised in whole or in part.  The Option Plan provides for the issuance of both incentive stock options and non-qualified options as those terms(as defined below) are defined in the Internal Revenue Code of 1986, as amended (the "Code").  Under the Code, for stock options to qualify as incentive stock options, the plan under which the options are issued must be approvedcovered by our shareholders within twelve months of2020 Plan.

Prior to the adoption of the 2020 Plan, we had a stock option plan outstanding, the 2019 Stock Option Plan (the “Previous Option Plan”). Our Previous Option Plan allowed or an aggregate of up to 10% of our issued and outstanding common shares to be reserved for issuance under such plan. As of August 28, 2020, 3,600,000 options were issued and outstanding under the Previous Option Plan. All outstanding options under the Previous Option Plan were rolled into the 2020 Plan and will be counted against the number of common shares available for options under the 2020 Plan.

The purpose of the 2020 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants (“Service Providers”) to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

The 2020 Plan is to be administered by our Board of Directors or a committee appointed by the Board of Directors.  Directors, which shall determine, among other things:

An option may not be exercised after the termination date of the option and may be exercised following the termination of an eligible participant’s continuous service only to the extent provided by the terms of the 2020 Plan.

Based on the terms of the individual option grants, options granted under the 2020 Plan generally expire three to ten years after the grant date (with a maximum exercise period of 10 years from grant) and become exercisable over a period of one year based on continued employment, either with monthly vesting or upon achievement of pre-determined deliverables.

The 2020 Plan is subject to the following restrictions:

Subject to the requirements of the TSX Venture Exchange (the “TSXV”) policies and the prior receipt of any necessary regulatory approval, the Board of Directors may in its absolute discretion, amend or modify the 2020 Plan or any option granted as follows:

However, the Company shall obtain disinterested shareholder approval (approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to common shares beneficially owned by insiders who are Service Providers or their associates) prior to any of the following actions becoming effective:

Vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period.

Options granted to consultants conducting investor relations activities will vest: (i) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or (ii) such longer vesting period as the Board may determine.

If a takeover bid is made to the shareholders, all options issued to directors, officers, employees and consultants that are not yet fully vested will immediately become fully vested, unless such options are subject to vesting restrictions in accordance with TSXV policies.

In the event of a change of control occurring, options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the change of control, excluding options granted to a person engaged in investor relations activities.

Should the expiry date for an option fall within a blackout period, or within nine (9) business days following the expiration of a blackout period, such expiry date shall, subject to approval of the TSXV (or the NEX, as the case may be), be automatically extended without any further act or formality to that day which is the tenth (10th) business day after the end of the blackout period, such tenth business day to be considered the expiry date for such option for all purposes under the 2020 Plan.

No option may be exercised after the earlier of the date the Service Provider has left his employ/office and the date that the Service Provider has been advised by the Company that his services are no longer required or his service contract has expired, except as follows:

The foregoing summary of the 2020 Share Option Plan is not approved by the shareholders, the Option Plan will continue to be in effect; however, only non-qualified options may be issued under it.

The Option Plan is intended to promote the interests of our companycomplete and our shareholders by providing incentives to employees, directors and consultants, on whose judgment, initiative, and efforts the successful conduct of our business depends.  These persons are responsible for the management, growth, and protection of our business, and the Option Plan provides these individuals with appropriate incentives and rewards to encourage them to maximize their performance and efforts for our company.

Adoption of the Option Plan is also subject to approval by the TSX.V.  We will be submitting the Option Plan to the TSX.V and anticipate it will be approved.  If the TSX.V should require any amendment to the Option Plan, the Board of Directors will make such amendment without shareholder approval to the extent it may do so under the Option Plan.  If shareholder approval is required for any such amendment, the Board of Directors will either submit the Option Plan, as amended, for a vote of the shareholders as soon as reasonably practicable, or will discontinue the Option Plan.

On March 12, 2014, the closing bid price for the common shares on the OTC Bulletin Board was $0.102 per share.

A copy of the full text of the Option Plan may be requested by submitting a request to Oculus VisionTech Inc., #507, 837 West Hastings Street, Vancouver, BC, V6C 3N6, Attention:  Corporate Secretary.  The principal features of the Option Plan are summarized below, but the summary is qualified in its entirety by reference to the full text2020 Share Option Plan, a copy of which is attached as Schedule “C” to Schedule 14A Proxy Statement dated October 6, 2020 and filed under the Option Plan.

Administration

Company’s SEDAR profile at www.sedar.com. The 2020 Share Option Plan will also be administered byavailable for inspection at the Board of Directors.  The Board of Directors may appoint a committeeMeeting.

2020 Share Option Plan Resolution

Accordingly, the Company is asking our shareholders to indicate their support for the continuation of the Board of Directors (the "Committee") comprised of two or more directors, each of whom will2020 Share Option Plan as described in this Proxy Statement by voting “FOR” the following resolution at the Meeting:

“RESOLVED that the Company’s 2020 Share Option Plan, dated for reference August 28, 2020 and substantially in the form attached as Schedule “C” to the Company’s Schedule 14A Proxy Statement dated October 6, 2020, be a "Non-Employee Director" withinand is hereby ratified and approved until the meaning of Rule 16b-3 under theSecurities Exchange Act of 1934, as amended, and an "Outside Director" within the meaning of Section 162(m)next annual meeting of the Code, to administer the Option Plan.  Subject to the terms of the Option Plan, the Board of Directors or the Committee may determine and designate those employees, directors and consultants to whom options should be granted and the nature and terms of the options to be granted.shareholders.”

Eligibility

All employees, including its executive officers and directors who are also employees, are eligible to participate in the Option Plan.  Additionally, directors who are not employees, as well as consultants and advisers, are eligible to receive options under the Option Plan, except that such persons may only receive non-qualified options.

Exercise of Stock Options

The exercise price per share for each option granted under the Option Plan shall be determined by the Board of Directors or the Committee.  However, the exercise price per share of each incentive stock option granted under the Option Plan shall not be less than the fair market value of the common shares on the date of the grant for incentive stock options; and 110% of the fair market value of the common shares for each incentive stock option granted to an individual owning more than 10% of the total combined voting power of all classes of stock ("10% Shareholders"). In addition, because our shares are traded on the TSX.V, the exercise price of options granted under the Option Plan may not be less than the minimum price permitted under TSX.V policies, which is generally the market price at the close of trading on the day immediately preceding the day the options are granted, subject to certain allowable discounts. The price is payable in cash.

Subject to earlier termination upon termination of employment and the incentive stock option limitations as provided in the Option Plan, each option shall expire on the date specified by the Board of Directors or the Committee, which shall be no later than five years from the date of grant for grants to 10% Shareholders and ten years for all other options.  

The options will either be fully exercisable on the date of grant or shall be exercisable thereafter in such installments as the Board of Directors or Committee may specify.  Upon termination of employment or other service of an option holder, an option may only be exercised for a period of three months or, in the case of termination due to disability or death, a period of 12 months.

Change in Control

If we were to be consolidated with or acquired by another entity in a merger, or there is to be a sale of all or substantially all of our assets or stock, the Board of Directors may either by agreement or by action taken before the triggering transaction (i) provide in any agreement with the surviving, new or acquiring company to grant options to the optionees to replace options granted under the Option Plan, (ii) make unvested options immediately exercisable, or (iii) take such other action as it determines may be reasonable under the circumstances in order to permit optionees to realize the value of the rights granted to them under the Option Plan.

Transferability

Options granted under the Option Plan may not be transferred except by will or the laws of the descent and distribution and, during his or her lifetime, options may be exercised only by the optionee.

Certain Adjustments

In the event of any change in the number or kind of our outstanding common shares by reason of a stock dividend, stock split, recapitalization, combination, subdivision, rights issuance or other similar corporate change, the Board of the Committee shall make such adjustment in the number of common shares that may be issued under the Option Plan, and the number of common shares subject to, and the exercise price of, each then-outstanding option, as it, in its sole discretion, deems appropriate.

Amendment or Discontinuance

The Board may amend or discontinue the Option Plan, provided that no amendment may, without an optionee's consent, materially and adversely effect any rights under any option previously granted to the optionee under the Option Plan.  Additionally, the approval of our shareholders is required for any amendment that would:

·

increase or decrease the number of common shares that may be issued under the Option Plan; or

·

materially modify the requirements as to eligibility for participation  in the Option Plan.

Tax Treatment of Options

Incentive stock options granted under the Option Plan are intended to be qualified incentive stock options under the provisions of Section 422 of the Code.  All other options granted under the Option Plan are non-qualified options not entitled to special tax treatment under Section 422 of the Code.  Generally, the grant of an incentive stock option will not result in taxable income for income tax purposes to the optionee at the time of the grant, and we will not be entitled to an income tax deduction at such time.  Generally, the grant of non-qualified options will not result in taxable income to the optionee at the time of the grant and we will not be entitled to an income tax deduction at such time.

When incentive stock options granted under the Option Plan are exercised, the optionee will not be treated as receiving any taxable income, and we will not be entitled to an income tax deduction. However, the excess of the fair market value of the shares acquired over the option exercise price is an item of adjustment in computing the alternative minimum tax of the optionee.  Upon the exercise of a non-qualified option, an optionee will recognize ordinary income in an amount equal to the excess of the fair market value of the underlying shares of our common stock at the time of exercise over the exercise price.  Thus, the optionee will have to pay taxes at the time a non-qualified option is exercised even though the shares received upon exercise might not be sold until a later taxable year.  For employees (including officers and directors who are considered employees for purposes of the withholding provisions of the Code), the income recognized on the exercise of a non-qualified option is subject to withholding of income tax under Section 3402(a) of the Code.

We will receive an income tax deduction for the amount of ordinary income recognized by the optionee at the time and in the amount that the optionee recognizes such income to the extent permitted by Section 162(m) of the Code and provided that (i) such income constitutes reasonable compensation and is otherwise deductible under the Code and (ii) our U.S. federal income tax withholding obligations with respect to such income are satisfied.

An optionee's tax basis in the shares received upon exercise of an incentive stock option will be equal to the exercise price paid by the optionee for such shares.  An optionee's tax basis in the shares received upon the exercise of a non-qualified option will be equal to the sum of (i) the exercise price paid by the optionee for such shares and (ii) the amount that the optionee is required to include in gross income upon exercising the non-qualified option.  Upon the later disposition of the shares received upon exercise of an option, any differences between the tax basis of the shares and the amount realized on the disposition is generally treated as long-term or short-term capital gain or loss, depending on the holding period of the common shares. Nevertheless, if the shares subject to an incentive stock option are disposed of before the expiration of two years from the date of grant and one year from the date of exercise, the optionee will realize ordinary income on an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price) and we will receive a corresponding income tax deduction.

In order for an optionee to receivebe effective, the favorable tax treatment for incentive stock options, certain requirements set forth in Section 422 of the Code2020 Share Option Plan Resolution must be met.  For example, the optionee must be an officer or employee at all times within the period beginning on the date of grant of the option and ending on a date within three months before the date of exercise.  In addition, the aggregate fair market value (determined at the time of grant) of the shares for which incentive stock options are exercisable for the first timeapproved by the optionee in any calendar year under all relevant plans of our company (and certain affiliates) cannot exceed $100,000.

The description above is intended to summarize the general principles of current federal income tax law applicable to options that may be granted under the Option Plan.  The tax consequences of awards made under the Option Plan are complex, subject to change, and may vary depending on the taxpayer's particular circumstances. Additionally, the grant and exercise of options under the Option Plan to persons outside the United States may be taxed on a different basis.

Required Vote

The affirmative vote of a majority of the votes cast on this Itemin person or by proxy at the Meeting is requiredMeeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE 2020 SHARE OPTION PLAN RESOLUTION.

FUTURE STOCKHOLDER PROPOSALS

Stockholders who intend to submit a proposal for the adoptionannual meeting of stockholders to be held in 2022 and desire that such proposal be included in the Option Plan.

The Board of Directors unanimously recommends a vote FORproxy materials for such meeting must follow the adoption ofprocedures prescribed by Rule 14a-8 under the Stock Option Plan.

REQUIREMENTS, INCLUDING DEADLINES, FOR

SUBMISSION OF PROXY PROPOSAL, NOMINATION OF DIRECTORS

AND OTHER BUSINESS OF SHAREHOLDERS

UnderExchange Act. To be eligible for inclusion in the rules of the SEC, if a shareholder wants us to include a proposal in our Proxy Statement and Form of Proxy for presentation at our 2015 Annual Meeting of Shareholders, the proposalproxy materials, stockholder proposals must be received at either of the Company’s principal offices by us, Attention: Mr. Anton J. Drescher,the Corporate Secretary at our principal executive officesof the Company no later thanNovember 25, 2014and all May 6, 2022. Upon receipt of such a proposal, the other conditions of Rule 14a-8 underCompany will determine whether or not to include theExchange Actmust be satisfied, for proposal in such proposals to be included in our proxy statement and form of proxy relatingin accordance with applicable law.

A stockholder that wishes to that meeting.

In addition,present a proposal at the proxy solicited by the Board of Directors for the 2015next annual meeting of shareholdersstockholders to be held in 2022 must submit such proposal to the Company on or before June 21, 2022, or management will conferhave discretionary authority to vote onproxies received for such meeting with respect to any shareholder proposal presented at that meeting, unless wesuch proposal.

WHERE YOU CAN FIND MORE INFORMATION

We are provided with notice of such proposal no later thanFebruary 8, 2015.

The Board is not aware of any matters that are expectedsubject to come before the annual and special meeting other than those referred to in this Proxy Statement.  If any other matter should come before the annual and special meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.

The chairmaninformational requirements of the meeting may refuse to allow the transaction of any business not presented beforehand, or to acknowledge the nomination of any person not made in complianceExchange Act. We file reports, proxy statements and other information with the foregoing procedures.  

It is important thatSEC. You may obtain information on the proxies be returned promptly and that your shares be represented.  Shareholders are urged to mark, date, execute and promptly return the accompanying proxy card in the enclosed envelope.

ADDITIONAL INFORMATION

Additional information relating to us can be found on SEDAR atwww.sedar.com.  Our Annual Report on Form 10-K for eachoperation of the fiscal years ended December 31, 2011, 2012Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at www.sec.gov, that contains reports, proxy statements and 2013, includingother information regarding the financial statements, have been mailed to those shareholders on our supplemental shareholder list that previously requested a copy of our financial statements.Company.

We will mail to any shareholder, without charge and upon written request, a copy of our Annual Report on Form 10-K for each of the fiscal yearsyear ended December 31, 2011, 2012 and 2013.2020. Requests should be sent to Oculus VisionTech Inc., #507, 837 West Hastings Street, Vancouver, BC, V6C 3N6, Attention: Corporate Secretary.

BOARD APPROVAL

The contents of this Proxy Statement have been approved and its mailing authorized by our Board.Board of Directors.

DATED at Vancouver, British Columbia, this 1424^th day of March, 2014.August, 2021.

ON BEHALF OF THE BOARD OF

OCULUS VISIONTECH INC.

“Anton J. Drescher”

Anton J. Drescher,

Corporate Secretary