Altai Resources Inc. — Proxy Solicitation & Information Statement 2025

Jul 31, 2025

ALTAI RESOURCES INC.
895 Don Mills Road, Suite 900, Two Morneau Shepell Centre
Toronto, Ontario, Canada M3C 1W3

MANAGEMENT INFORMATION CIRCULAR
As at July 31, 2025

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR ("MANAGEMENT INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF ALTAI RESOURCES INC. (the "Corporation") of proxies to be used at the special meeting of shareholders of the Corporation to be held on Wednesday, September 3, 2025, at Irwin Lowy LLP, Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2 at 11:00 a.m. (Eastern time), and at any adjournment or postponement thereof (the "Meeting") for the purposes set out in the enclosed notice of meeting (the "Notice of Meeting"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Corporation's proxy solicitation materials (the "Meeting Materials") to the beneficial owners of the common shares of the Corporation (the "Common Shares") held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice of Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

A holder of Common Shares who appears on the records maintained by the Corporation's registrar and transfer agent as a registered holder of Common Shares (each a "Registered Shareholder") may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Corporation. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM, HER OR IT AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Corporation's transfer agent and registrar, Computershare Investors Services Inc. (the "Transfer Agent"), not later than 11:00 a.m. (Eastern time) on Friday, August 29, 2025 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited using one of the following methods:

By Mail or Hand Delivery:	Computershare Investors Services Inc. (Attention: Proxy Department), 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6
By Telephone, toll free	1-866-732-8683

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	(you will need to provide your 15-digit control number located on the form of proxy accompanying this Management Information Circular)
By Internet:	www.investorvote.com
(you will need to provide your 15-digit control number located on the form of proxy accompanying this Management Information Circular)

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof, to (i) the registered office of the Corporation, located at 895 Don Mills Road, Suite 900, Two Morneau Shepell Centre, Toronto, Ontario, Canada M3C 1W3 at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of each matter identified in the form of proxy.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Management Information Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders of the Corporation do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a beneficial holder of Common Shares who does not appear on the records maintained by the Corporation's registrar and transfer agent as a registered holder of Common Shares (each a "Non-Registered Holder") are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (a "Clearing Agency") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

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Non-Registered Holders fall into two categories – those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Corporation or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Corporation's OBOs can expect to be contacted by their Intermediary. The Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form

In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a "VIF"). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy

Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

In all cases, Non-Registered Holders should carefully follow the instructions of their Intermediary, including

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those regarding when, where and by what means the voting instruction form or proxy form must be delivered or revoked.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of Registered Shareholders as maintained by the Transfer Agent, unless specifically stated otherwise.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of Ontario, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Business Corporations Act (Ontario) ("OBCA"), certain of its directors and its officers are residents of Canada and elsewhere outside the United States and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its directors or officers in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its directors and officers to subject themselves to a judgment by a United States court.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value. As of July 30, 2025 (the "Record Date"), there were a total of 56,033,552 Common Shares issued and outstanding. Each Common Share outstanding carries the right to one vote at the Meeting.

Only Registered Shareholders as of the close of business on the day immediately preceding the day on which notice of the Meeting is given are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each Common Share held.

To the knowledge of the directors and officers of the Corporation, there are no persons or corporations beneficially owning directly or indirectly, or exercising control or direction over, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation, other than as follows:

Principal Holder	Number of Common Shares	Percentage of Common Shares
Kursat Kacira(1)	11,100,000	19.8%

Note:
(1) Chairman and President of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Corporation (the "Board"), the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

STATED CAPITAL REDUCTION

Background

The shareholders of the Corporation previously approved a special resolution for the reduction of stated capital and the payment of one or more special cash distribution(s) at the special meeting of shareholders held on July 16, 2015.

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As of the date of this Management Information Circular, the Board has not authorized any reduction of stated capital and payment of one or more special cash distribution(s). The Board continues to consider a reduction of stated capital for the purpose of effecting a special cash distribution or distributions to the shareholders as a desirable strategic alternative to maximize shareholder value and liquidity.

The stated capital of the Common Shares is relevant, primarily, for legal, accounting and income tax purposes in that the amount of such capital will affect the Corporation's ability to pay dividends, effect distributions, or purchase its own Common Shares. The income tax consequences of receiving a distribution by way of a reduction of stated capital may be more favourable than receiving a similar distribution by way of a dividend (see "Certain Canadian Federal Income Tax Consequences" below).

Pursuant to Section 34(1)(b) of the OBCA, a corporation may reduce its stated capital if it is authorized to do so by a special resolution of the shareholders, provided that there be no reasonable grounds for believing that: (a) the corporation is or, after the taking of such action, would be unable to pay its liabilities as they become due; or (b) after the taking of such action, the realizable value of the corporation's assets would be less than the aggregate of its liabilities.

Approval of Reduction in Stated Capital

The Board is proposing that the shareholders approve a special resolution (the "Stated Capital Reduction Resolution"), the full text of which is attached as schedule A to the Notice of Meeting, which will give it the authority, if deemed appropriate by the Board, without further act on the part of the shareholders, to reduce the stated capital of the Common Shares and to pay one or more special cash distribution(s) to the shareholders as a return of capital to shareholders up to a maximum cumulative total amount of $4,000,000, derived from its cash on hand (including its cash equivalents) and/or the proceeds received from the sale of part, or all, of the Corporation's assets (collectively the "Assets"), resulting in a corresponding amount of reduction of the stated capital maintained in respect of the Common Shares. Under the proposed Stated Capital Reduction Resolution, the Board will have the authority to effect the reduction of the stated capital up to a maximum cumulative total amount of $4,000,000 (the "Stated Capital Reduction") by paying, if and when deemed appropriate, one or more special cash distribution(s) (each, a "Special Distribution") as a return of capital ("Return of Capital") to shareholders up to a maximum cumulative total amount of $4,000,000. Under the proposed Stated Capital Reduction Resolution, each Special Distribution will result in a corresponding amount of reduction of the stated capital of the Common Shares.

While the Special Distribution itself does not require shareholder approval, a return of capital to the shareholders requires a reduction in the stated capital. Such stated capital reduction requires the approval of the shareholders.

THE STATED CAPITAL REDUCTION AND THE ASSOCIATED SPECIAL DISTRIBUTION WILL NOT TAKE PLACE UNLESS APPROVED AT THE MEETING BY A SPECIAL RESOLUTION OF THE SHAREHOLDERS, WHICH REQUIRES TWO-THIRDS OF THE VOTES CAST IN PERSON OR BY PROXY AT THE MEETING VOTED IN FAVOUR OF THE PASSING OF THE SPECIAL RESOLUTION.

If approved, the Board would be authorized to reduce the stated capital by paying a Special Distribution, of an amount per Common Share to be determined by the Board, for shareholders entitled to return of capital on a record date, or dates to be determined in accordance with regulatory requirements, up to a maximum cumulative total amount of $4,000,000.

The purpose of seeking shareholder approval is to give the Corporation the flexibility to pay a Special Distribution to the shareholders in a potentially tax efficient manner. There is no guarantee that the Board will act on the authority granted to it by the shareholders, assuming the Stated Capital Reduction for the associated Special Distribution is approved, or that a reduction of stated capital and Special Distribution will actually be effected as the Board continues to explore strategic alternatives to maximize shareholder value and liquidity.

Although the Stated Capital Reduction Resolution would permit the reduction of capital payable in cash, determining to proceed with any such action will involve a review by the Board of the Corporation's financial position and liquidity requirements, and a number of other considerations.

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In the event shareholder approval is not given, no reduction of stated capital will occur.

Purpose of the Stated Capital Reduction

The Corporation is proposing to its shareholders to approve the Stated Capital Reduction in order to grant to the Board the authority to proceed with one or more Special Distribution(s). The Board is of the view that proceeding with one, or more Special Distribution(s) by way of return of capital may be beneficial to the shareholders for the following reasons:

(a) In view of the prolonged downturn in the Canadian capital markets for junior resource companies, and the significant challenges facing the Canadian economy, management believes that shareholders may prefer to have cash in hand rather than retaining the value of the Assets in the Corporation.

(b) Under the authority to be granted pursuant to the Stated Capital Reduction Resolution being sought, the Board will be in a position to transfer cash to the shareholders on a tax effective basis, if deemed appropriate by the Board and considering the financial condition of the Corporation.

(c) The Special Distribution may be treated as a return of capital from a Canadian tax point of view, the Canadian income tax consequences of which will be more favourable than receiving similar distributions by way of dividends (see "Certain Canadian Federal Income Tax Consequences" below).

Effect of the Special Distribution

As at March 31, 2025, the stated capital account of the Common Shares was $4,735,822. If the Stated Capital Reduction Resolution is approved by holders of Common Shares at the Meeting and if the Stated Capital Reduction is effected to the full extent of the total amount of $4,000,000, the aggregate stated capital of the Common Shares is expected to be reduced by $4,000,000 to $735,822.

Prohibitions under the OBCA

Prohibition on Stated Capital Reduction under the OBCA

The OBCA provides that a corporation shall not reduce its stated capital if there are reasonable grounds for believing that (a) the corporation is or, after taking such action, would be unable to pay its liabilities as they become due; or (b) after the taking of such action, the realizable value of the corporation's assets would be less than the aggregate of its liabilities.

As of the date of this Management Information Circular, the Corporation does not have reasonable grounds to believe that, after giving effect to the Stated Capital Reduction, the Corporation would be unable to pay its liabilities as they become due or that the realizable value of the Corporations assets would be less than the aggregate of its liabilities.

Prohibition on Declaring a Dividend under the OBCA

The OBCA also provides that the directors of a corporation shall not declare and a corporation shall not pay a dividend if there are reasonable grounds for believing that (a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would be less than the aggregate of its liabilities and its stated capital of all classes.

As of the date of this Management Information Circular, the Corporation does not have reasonable grounds to believe that, at the time at which the Board would declare the Special Distribution or at the time after which the Corporation would pay the Special Distribution, the Corporation would be unable to pay its liabilities as they become due or that the realizable value of the Corporation's assets would be less than the aggregate of its liabilities and its stated capital of all classes.

Recommendation of the Board

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The Board recommends that the shareholders vote FOR of the Stated Capital Reduction Resolution to approve the reduction of stated capital of the Common Shares for the purpose of effecting the Special Distribution as set out above.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE STATED CAPITAL REDUCTION RESOLUTION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION. IN ORDER TO BE EFFECTIVE, THE STATED CAPITAL REDUCTION RESOLUTION MUST BE APPROVED BY TWO-THIRDS OF THE VOTES CAST BY THE SHAREHOLDERS IN RESPECT THEREOF AT THE MEETING.

Certain Canadian Federal Income Tax Considerations with Respect to the Capital Reduction

The following is a general summary of the material Canadian federal income tax considerations applicable to shareholders who receive a Special Distribution from the Corporation, and who, for the purposes of the Income Tax Act (Canada), as amended, and the regulations thereunder (the "Tax Act") and at all relevant times, deal at arm's length with the Corporation, are not affiliated with the Corporation and hold their Common Shares as capital property. Such Common Shares will generally constitute capital property to a shareholder unless those Common Shares are held in the course of carrying on a business or have been acquired in a transaction or transactions considered to be an adventure or concern in the nature of trade for purposes of the Tax Act. Certain Resident Shareholders (as defined below) for whom Common Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have those shares, and any other "Canadian securities" (as defined in the Tax Act) owned by that shareholder in the taxation year in which the election is made and all subsequent taxation years, be deemed to be capital property.

This summary is based on the current provisions of the Tax Act, the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA"), and specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that the Proposed Amendments will be enacted substantially as proposed. No assurance can be given that the Proposed Amendments will be enacted in their present form, or at all.

This summary does not apply to (i) a shareholder that is a "financial institution" as defined in section 142.2 of the Tax Act, (ii) a shareholder an interest in which is a "tax shelter investment" as defined in subsection 143.2(1) of the Tax Act, (iii) a shareholder that has elected to have the "functional currency" reporting rules in section 261 of the Tax Act apply, or (iv) a shareholder who has entered or will enter into a "derivative forward agreement" as that term is defined in the Tax Act with respect to Common Shares.

This summary does not otherwise consider or anticipate any changes in the law whether by legislative, regulatory, administrative or judicial action nor does it consider tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ significantly from those discussed herein.

This summary is of a general nature for general reference purpose only and is not intended to be legal or tax advice to any particular shareholder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, shareholders should consult their own tax advisors having regard to their own particular circumstances. No representations are made with respect to any tax consequences or any tax considerations for any particular shareholder.

Residents of Canada

The following portion of the summary applies to shareholders who, at all relevant times are, or are deemed to be, resident in Canada for purposes of the Tax Act (a "Resident Shareholder").

Generally, where a "public corporation", as defined in the Tax Act, reduces the paid-up capital in respect of a class of its shares, the amount distributed to its shareholders on such reduction is deemed to be a dividend. However, where the paid-up capital of the relevant class of shares of the corporation exceeds the amount of the distribution, the amount distributed may be treated as a tax-free return of capital (subject to the comments below concerning the reduction of the adjusted cost base of the shares) and not as a deemed dividend where: (i) the distribution is made on the winding-up, discontinuance or reorganization of the corporation's business; or (ii) where the amount of the distribution is derived from proceeds realized by the distributing corporation on certain non-ordinary course transactions. Shareholders should consult their own tax advisors to determine whether to report the distribution as a tax-free return

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of capital or a deemed dividend.

The amount of the reduction of capital and the associated distribution that the shareholders are being asked to approve at the Meeting is not expected to exceed an aggregate amount that is less than the approximate amount of the current paid-up capital of the Common Shares. Accordingly, if either of the above exceptions applies on the date of the distribution, the entire amount of the Special Distribution should be treated as a tax-free return of capital and no portion thereof should be treated as a deemed dividend.

To the extent that any portion of the distribution is treated as a deemed dividend, the amount of the deemed dividend will be included in computing the income of the Resident Shareholder for purposes of the Tax Act. If the Resident Shareholder is an individual (including certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends paid by taxable Canadian corporations including an enhanced gross-up and tax credit for "eligible dividends" (as defined in the Tax Act).

A deemed dividend received by a Resident Shareholder that is a corporation, will normally be deductible in computing its taxable income. A Resident Shareholder that is a "private corporation" (as defined in the Tax Act) or a corporation controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts), will generally be liable to pay a refundable tax of 33⅓% under Part IV of the Tax Act on dividends deemed to be received to the extent that such dividends are deductible in computing taxable income. In the case of a Resident Shareholder that is a corporation, it is possible that in certain circumstances, all or part of the amount deemed to be a dividend will be treated as a capital gain and not as a dividend, except to the extent that the Resident Shareholder was subject to Part IV tax in respect of the deemed dividend.

The adjusted cost base of each Common Share to a Resident Shareholder will be reduced by an amount equal to the amount per Common Share received in connection with the Special Distribution. If the amount per Common Share received on the distribution exceeds the adjusted cost base of such Common Share, a Resident Shareholder will realize a capital gain equal to such excess. Under the provisions of the Tax Act, one-half of any capital gain realized by a Resident Shareholder will be required to be included in computing such a holder's income as a taxable capital gain. A Resident Shareholder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may also be liable to pay an additional refundable tax of 6⅔% on its "aggregate investment income" (as defined in the Tax Act) for the year which will include amounts in respect of taxable capital gains realized in the year. The Tax Act provides for an alternative minimum tax applicable to individuals (including certain trusts) resident in Canada, which is computed by reference to an adjusted taxable income amount under which certain items are not deductible or exempt. Capital gains realized, and taxable dividends received, by an individual will be relevant in computing liability for alternative minimum tax.

Non-Residents of Canada

This portion of the summary is applicable to shareholders who, for the purposes of the Tax Act and any applicable income tax convention or treaty, and at all relevant times, are not and are not deemed to be resident in Canada (a "Non-Resident Shareholder").

The tax consequences of the Special Distribution to a Non-Resident Shareholder will be generally the same as described above with respect to Resident Shareholders. No Canadian non-resident withholding tax will apply to the Special Distribution if the distribution is treated as a tax-free return of capital, as described above.

If any portion of the Special Distribution is treated as a deemed dividend, as described above, Canadian withholding tax at a rate of 25% will apply, subject to reduction under the provisions of an applicable income tax convention between Canada and the Non-Resident Shareholder's country of residence (a "Tax Treaty").

A Non-Resident Shareholder who realizes a capital gain as a result of the Special Distribution, as described above, will not be subject to Canadian income tax under the Tax Act in respect of such gain provided the Common Shares are not "taxable Canadian property" to such Non-Resident Shareholder. The Common Shares generally will not be taxable Canadian property provided that: (i) such Common Shares are listed on a designated stock exchange within the meaning of the Tax Act (which currently includes the TSX Venture Exchange); (ii) at any time during the 60 month period immediately preceding the Special Distribution either (a) the Non-Resident Shareholder has not, either alone or in combination with persons with whom the Non-Resident Shareholder does not deal at arm's length, owned 25% or more of the issued shares of any class or series of shares in the capital of the Corporation, or (b) more than 50% of the fair market value of the Common Shares was not derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" (as defined in the Tax Act), "timber resource properties" (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any

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such property; and (iii) the Common Shares are not deemed under the Tax Act to be taxable Canadian property of the Non-Resident Shareholder.

In the event that the Common Shares constitute taxable Canadian property to a particular Non-Resident Shareholder, the consequences under the Tax Act of realizing a capital gain will generally be the same as those for Resident Shareholders described above. Non-Resident Shareholders should consult with their own tax advisors as to the availability of relief from Canadian tax under an applicable Tax Treaty.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

Other than as stated below, no director or executive officer of the Corporation who was a director or executive officer at any time since the beginning of the Corporation's last financial year, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than as disclosed in this Management Information Circular. The directors and officers of the Company and, in some cases, their associates or affiliates beneficially own Common Shares. In the event that the Board determines to proceed with a Special Distribution, then the directors and officers and their associates and affiliates will participate rateably in such distribution on the same basis as the other shareholders.

The following table sets forth, as of the Record Date, information regarding the beneficial ownership of securities of the Corporation of each director and officer of the Corporation who may be considered to have a material interest in the Stated Capital Reduction by way of such beneficial ownership:

Name and Position with the Corporation	Common Shares Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised(1)
Kursat Kacira
Chairman and President	11,100,000
Jeffrey Ackert
Director	20,000

Note:
(1) The information in this table with regard to the shareholdings of each named individual, not being within the knowledge of the Corporation, has been furnished by the individuals or aggregated from public sources.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the best of the Corporation's knowledge, except as disclosed herein, since the commencement of the Corporation's most recently completed financial year, no informed person (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) of the Corporation or any associate or affiliate of an informed person, has had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or is reasonably expected to materially affect the Corporation or any of its subsidiaries.

OTHER MATTERS

The management of the Corporation knows of no other matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to management should properly come before the Meeting, the accompanying form of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Shareholders may contact the Corporation in order to request copies of: (i) this Management Information Circular; and (ii) the Corporation's financial statements and the related management's discussion and analysis which will be sent to the shareholder without charge upon request.

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APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Management Information Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario this 31st day of July, 2025.

BY ORDER OF THE BOARD

"Kursat Kacira" (signed)
Chairman and President

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