AlphaGen Intelligence Corp. — Proxy Solicitation & Information Statement 2025

Feb 26, 2025

AlphaGen INTELLIGENCE CORP.

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MARCH 21, 2025

NOTICE IS HEREBY GIVEN that the Annual and Special General Meeting (the "Meeting") of the shareholders (the "Shareholders") of ALPHAGEN INTELLIGENCE CORP. (the "Company") will be held at Suite 2300 – 550 Burrard Street, Vancouver, British Columbia on Friday, March 21, 2025, at 11:00 a.m. (Pacific Time) for the following purposes:

1. to receive and consider the audited financial statements of the Company, together with the notes thereto and the auditor’s reports thereon, for the financial years ended June 30, 2023 and June 30, 2024;
2. to fix the number of directors to hold office for the ensuing year at four (4);
3. to elect directors of the Company to hold office for the ensuing year;
4. to appoint DeVisser Gray LLP, Chartered Professional Accountants, as auditor of the Company until the earlier of the close of the next annual meeting of Shareholders or their earlier resignation or replacement, and to authorize the directors of the Company to set the remuneration to be paid to the auditor;
5. to consider and if thought appropriate by the Company's Board of Directors, pass with or without amendment, a special resolution as more particularly set forth in the accompanying Management Information Circular, approving the consolidation of all of the issued and outstanding Common Shares of the Company, on a maximum basis of twenty (20) pre-consolidated Common Shares for one (1) post consolidated Common Share, or such lesser number of pre-consolidated Common Shares as may be approved by the Board of Directors;
6. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Management Information Circular before voting.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Accompanying this Notice is a (i) form of proxy or voting instruction form, and (ii) request for financial statements form.

The board of directors of the Company has fixed the close of business on February 12, 2025, as the record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

While registered shareholders are entitled to attend the Meeting in person, we recommend that all Shareholders vote by proxy and accordingly ask that registered shareholders complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Management Information Circular. The Board of

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Directors has fixed 11:00 a.m. (Pacific Time) on Wednesday, March 19, 2025, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company’s registrar and transfer agent, Odyssey Trust Company.

If you hold your Common Shares in a brokerage account, you are a Beneficial Shareholder. Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of Proxy or VIF provided to them by their intermediary, in order to cast their vote.

If you plan to be present personally at the Meeting, you are requested to bring the enclosed form of proxy for identification.

DATED at Vancouver, British Columbia, this 12th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Eli Dusenbury
Eli Dusenbury
Chief Financial Officer

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