Artrari One Capital Corp.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF ARTRARI ONE CAPITAL CORP.

TO BE HELD ON May 12, 2026

and

MANAGEMENT INFORMATION CIRCULAR

DATED April 10, 2026

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

ARTRARI ONE CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2026

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (" Common Shares ") of Artrari One Capital Corp. (the " Corporation ") will be held at 12:00 p.m. (Mountain Standard Time) on May 12, 2026 as a virtual Microsoft Teams meeting bearing ID 240 725 892 682 0 and accessible with passcode xc3Ws7Mn at the following URL: https://teams.microsoft.com/meet/24803732258660?p=IZkGpeA8VGDeG5M35B. The Meeting is being held for the following purposes:

to receive the audited financial statements of the Corporation as at and for the financial year ended December 31, 2025, together with the notes thereto and the auditors' report thereon;
to fix the number of directors to be elected at the Meeting at six (6);
to elect the board of directors of the Corporation (the " Board ") to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed;
to approve the appointment of Hayden Beck CPA Professional Corporation as auditor of the Corporation for the ensuing year at such remuneration as may be determined by the Board;
to re-approve the Corporation’s “rolling” stock option plan; and
to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the accompanying Management Information Circular.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is April 7, 2026.

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy to the Corporation's transfer agent, Odyssey Trust Company, Trader's Bank Building 1100 - 6 7 Yonge Street Toronto ON MSE 1 J8 (Attention: Proxy Department) in the enclosed self-addressed envelope not later than 12:00 p.m. (Mountain Standard Time) on May 8, 2026 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the Meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General and Special and Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Management Information Circular carefully before submitting the proxy form.

DATED April 10, 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF ARTRARI ONE CAPITAL CORP.

(signed) " Jeffrey Douglas Snowdon" Jeffrey Douglas Snowdon"

iii

ARTRARI ONE CAPITAL CORP.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2026

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (this " Information Circular ") is furnished to holders (" Shareholders ") of common shares (" Common Shares ") of Artrari One Capital Corp. (the " Corporation ") in connection with the solicitation of proxies by the management of the Corporation for use at the annual general and special meeting (the " Meeting ") of Shareholders to be held at 12:00 p.m. (Mountain Standard Time) on May 12, 2026 as a virtual Microsoft Teams meeting bearing ID 240 725 892 682 0 and accessible with passcode xc3Ws7Mn at the following URL: https://teams.microsoft.com/meet/24803732258660?p=IZkGpeA8VGDeG5M35B, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual General and Special Meeting (the " Notice of Meeting ").

The information contained herein is given as of April 10, 2026, except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an " Intermediary "), you should contact your Intermediary for instructions and assistance in voting the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

This Information Circular and other proxy-related materials are not being sent to registered or beneficial owners using the Notice-and-Access procedures contained in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer . The Corporation has determined not to deliver the proxy solicitation materials directory to the non-objecting Beneficial Shareholders (" NOBOs ").

The Corporation does not intend to pay for intermediaries to deliver proxy-related materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to the objecting beneficial owners of Common Shares (" OBOs ") and as such, OBOs will not receive such materials unless their intermediary assumes the costs thereof (OBOS and NOBOs are herein collectively referred to as the " Non-Registered Shareholders "). See also "Proxy Related Information – Advice to Non-Registered Shareholders" in this Information Circular.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their proper form of proxy to the Corporation's transfer agent, Odyssey Trust Company, Trader's Bank Building 1100 - 6 7 Yonge Street Toronto ON MSE 1 J8, Attention: Proxy Department (the " Transfer Agent "), in the enclosed self-addressed envelope. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in Alberta, prior to the Meeting or any adjournments or postponements thereof. A proxy must be executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may use the internet http://odysseytrust.com/Transfer-Agent/Login to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder's behalf and to convey a Shareholder's voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the "Management Designees"). Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder's attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Exercise of Discretion with Respect to Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting, by ballot or otherwise, in accordance with the indicated instructions. In the absence of any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any amendment or variation to matters identified in the Notice of Meeting or proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment of postponement thereof, it is the intention of the Management Designees, if named as proxyholder, to vote such proxies in accordance with their best judgment. Unless otherwise stated, the Common Shares represented by the enclosed proxy will be voted in favour of the election of nominees set forth in this Information Circular. As of the date of this Information Circular, management of the Corporation is not aware of any amendments, variations or other matters to come before the Meeting.

Advice to Non-Registered Shareholders

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Non-Registered Shareholders are advised that only proxies from Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in most cases those Common Shares will not be registered in the Shareholder's name on the records of the Corporation. In Canada, such Common Shares will likely be registered

under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Non-Registered Shareholders in advance of Shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by NonRegistered Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Non-Registered Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Non- Registered Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge ") in Canada. Broadridge typically prepares a machine- readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Non- Registered Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without nominal or par value and an unlimited number of non-voting preferred shares (" Preferred Shares ") without nominal or par value and issuable in series. As at the date of this Information Circular, there are 10,023,200 Common Shares and no Preferred Shares issued and outstanding. Shareholders on the Record Date are entitled to receive notice of and attend and vote at the Meeting.

On a show of hands, every Shareholder present in person or represented by proxy (and entitled to vote) has one (1) vote. On a poll or ballot, every Shareholder present in person or by proxy has one (1) vote for each Common Share held.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is April 7, 2026 (the " Record Date ").

Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. To the extent a Shareholder transfers the ownership of any of its Common Shares after the Record Date and the transferee of those Common Shares establishes that it owns such Common Shares and requests, at least ten days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Information Circular.

Quorum

Under the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting if at least two (2) individuals are present in person, each of whom is entitled to vote at the Meeting, and who hold or represent by proxy in the aggregate not less than 5% of the total number of shares entitled to be voted at the Meeting. If any share entitled to be voted at a meeting of Shareholders is held by two or more persons jointly, the persons or those of them who attend the Meeting of Shareholders constitute only one Shareholder for the purpose of determining whether a quorum of Shareholders is present.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors of the Corporation.

Certain directors and officers of the Corporation hold Options (as defined herein) pursuant to the Option Plan (as defined herein).

MATTERS TO BE CONSIDERED AT THE MEETING

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 Notice of Meeting.

A. ORDINARY BUSINESS

1. Financial Statements

At the Meeting, the audited financial statements of the Corporation for the financial year ended December 31, 2025 together with the notes thereto and the auditors' report thereon (the " Financial Statements ") will be presented. No vote by the Shareholders with respect to the Financial Statements is required or proposed to be taken.

2. Fixing the Number of Directors

The Board presently consists of six (6) directors, each of whose term expires at the Meeting. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution fixing the number of directors to be elected at the Meeting at six (6).

In order to be effective, the ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the resolution fixing the number of directors to be elected at the Meeting at six (6).

3. Election of Directors

The Corporation currently has six (6) directors, all of whom are being nominated for re-election. At the Meeting, Shareholders will be asked to re-elect the six (6) nominees set forth in the table below as directors of the Corporation, to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed. Each of the nominees, if elected as a director of the Corporation, will hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed or his or her office is vacated earlier in accordance with the

articles of the Corporation. Each director nominee will be elected on an individual basis and not as a member of a slate.

The following table sets forth a brief description of the nominees, including the name and province or state and country of residence of each of the nominees, the date each first became a director of the Corporation, their principal occupation during the past five years and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the nominees as of the date of this Information Circular. The information contained herein is based upon information furnished by the respective nominees.

			Common Shares
			Beneficially
Name and Province			Owned, or
or State and	Offices Held and		Controlled or
Country of	Time as Director or		Directed, Directly
Residence	Officer	Principal Occupation for Past Five Years	or Indirectly(1)
Margot M. Micallef	Director, since	Chair and Chief Executive Officer of	250,000*
Alberta, Canada	November 9, 2022	GABY Inc., President of Oliver
	and Chair since	Capital Partners
	March 28, 2023
Gregory E.	Director since	Partner at Gowling WLG (Canada)	150,000
Peterson	February 15, 2023	LLP
Alberta, Canada
Jeffrey Douglas	Director and Chief	Financial Analyst at Canadian Natural	346,050
Snowdon	Financial Officer	Resources Limited.
Alberta, Canada	since August 20,
	2021
Frank Y. Sur	Director and	Partner at Gowling WLG (Canada)	450,000*
Alberta, Canada	Corporate Secretary	LLP
	since August 26,
	2021
Reece Torode	Director since	Advisor at ICM Crescendo Royalty	850,400
Alberta, Canada	November 15, 2019	Corp
	and Chief Executive
	Officer since March
	28, 2023
John H. Wilson	Director since	Investment Advisor until retirement in	400,000
Alberta, Canada	October 18, 2021	2018
Notes:

(1) Information as to the number of Common Shares beneficially owner or over which they exercise control or direction, has been furnished by the respective nominees.

In order to be effective, the ordinary resolution in respect of the election of each nominee director must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the election of each nominee set forth in the table above as directors of the Corporation.

Cease Trade Orders

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of

any of such persons) is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that while such person was acting in that capacity, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, or after such persons ceased to be a director, chief executive officer or chief financial officer of the company, was the subject of a cease trade order, an order similar to a cease trade 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, which resulted from an event that occurred while acting in such capacity.

Bankruptcies

To the knowledge of the Corporation none of those persons who are proposed directors of the Corporation is, or has been within the past 10 years, a director or executive officer of any company, including the Corporation, that, while such 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 or has, within the past 10 years, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

Penalties and Sanctions

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

4. Appointment of Auditors

At the Meeting, Shareholders will be asked to approve an ordinary resolution approving the appointment of Hayden Beck CPA Professional Corporation (" HB CPA "), of Calgary, Alberta, as the auditors of the Corporation, to hold office for the ensuing year until the close of the next annual meeting of Shareholders or until HB CPA is removed from office or resigns, at a remuneration to be fixed by the Board. HB CPA, operating through EBT Chartered Professional Accountants, has been the auditors of the Corporation since April 12, 2022.

In order to be effective, the ordinary resolution appointing HB CPA as auditors of the Corporation and to fix their remuneration must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote IN FAVOUR of the resolution appointing HB CPA as auditor for the Corporation for the next ensuing year at a remuneration to be set by the Board.

5. Approval of the Option Plan

The Corporation has adopted an incentive stock option plan (the " Option Plan "), substantially in the form attached hereto as Schedule "B", which provides that the Board may from time to time, in its discretion, and in accordance with the requirements of the TSX Venture Exchange (the " TSXV "), grant to directors, officers, employees and consultants to the Corporation, non-transferable options (" Options ") to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed ten percent (10%) of the issued and outstanding Common Shares. However, other than in connection with a " Qualifying Transaction ", as such term is defined in the policies of the TSXV, during the time that the Corporation is a capital pool company (" CPC "), the aggregate number of Common Shares issuable upon exercise of all Options granted under the Option Plan shall not exceed ten percent (10%) of the Common Shares of the Corporation issued and outstanding at the closing of the Corporation's initial public offering. Such Options will be exercisable for a period of up to ten (10) years from the date of grant, subject to extension in certain circumstances where the expiry date occurs within a "blackout period". In connection with the foregoing, the number of Common Shares reserved for issuance to: (a) any individual will not exceed 5% of the issued and outstanding Common Shares; and (b) all consultants will not exceed 2% of the issued and outstanding Common

Shares. In addition, the Option Plan provides that no more than 5% of the issued shares of the Corporation will be granted to any individual in any 12 month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable TSXV requirements; no more than 2% of the issued shares of the Corporation will be granted to any one consultant in any 12 month period; and no more than an aggregate of 2% of the issued shares of the Corporation will be granted to an employee conducting investor relations activities in any twelve (12) month period.

The Corporation, as long as it is a CPC, will not grant Options to any person providing investor relations activities, promotional or market-making services. In the event that a director, officer, technical consultant or employee does not continue on with the Corporation following completion of its Qualifying Transaction, options must be exercised within the greater of twelve (12) months after the completion of a Qualifying Transaction and ninety (90) days following cessation of the optionee's position with the Corporation, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the Option may be exercised within a maximum period of one year after such death, subject to the expiry date of such Option. Any Common Shares acquired pursuant to the exercise of Options under the Option Plan prior to completion of a Qualifying Transaction must be deposited in escrow and will be subject to escrow until the final TSXV bulletin is issued.

As of the date hereon, employees, consultants, directors and officers hold in aggregate 428,622 Options pursuant to the Option Plan. As of the date hereof there are nil Options to purchase Common Shares currently available for future grants.

Pursuant to the policies of the TSXV, stock option plans which reserve for issuance up to ten per cent (10%) of a listed company's shares must be approved annually by shareholders of the listed corporation. This approval is being sought at the Meeting.

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving the Option Plan. In order to be effective, the ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote FOR of the resolution approving the Option Plan for the ensuing year.

B. OTHER BUSINESS

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting . If other matters come before the Meeting, it is the intention of the Management Designees to vote in respect of the same in accordance with their best judgment in such matters .

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Securities

Securities legislation requires the disclosure of compensation received by each Named Executive Officer, as that term is defined in Form 51-102F6 Statement of Executive Compensation , of the Corporation for the two most recently completed financial years. The Corporation is currently a CPC and, pursuant to Policy 2.4 of the TSXV, and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation's directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options pursuant to the Option Plan. None of the Corporation's Named Executive Officers or directors received compensation from the Corporation during the two most recently completed financial years.

Stock Options and Other Compensation Securities

Securities legislation requires the disclosure of compensation securities received or exercised during the Corporation's most recently completed financial year for the directors of the Corporation and the Named Executive Officers, namely, Jeffrey Douglas Snowdon, Chief Financial Officer, Reece Torode, Chief Executive Officer and Frank Sur, Corporate Secretary and Margot Micallef, Chair. No compensation securities were granted or issued to the Corporation's Named Executive Officers or directors by the Corporation during the most recently completed financial year. No

compensation securities were exercised by the Corporation's Named Executive Officers or directors during the most recently completed financial year.

		Number of
		compensation
		securities,			Closing	Closing
		number of			price of	price of
		underlying			security or	security or
		securities,		Issue,	underlying	underlying
	Type of	and	Date of	conversion	security	security at
Name and	Compensation	percentage of	issue of	or exercise	on date of	year end	Expiry
Position	security	class(1)	grant	price ($)	grant ($)	($)	Date
Jeffrey	Options	71,437*	January	$0.10	$0.10	$0.005	January
Douglas			5, 2024				5, 2034
Snowdon
Director,
Chief
Financial
Officer
Margot M.	Options	71,437**	January	$0.10	$0.10	$0.005	January
Micallef,			5, 2024				5, 2034
Director,
Chair
Gregory E.	Options	71,437**	January	$0.10	$0.10	$0.005	January
Peterson			5, 2024				5, 2034
Director
Frank Y.	Options	71,437**	January	$0.10	$0.10	$0.005	January
Sur			5, 2024				5, 2034
Director,
Corporate
Secretary
Reece	Options	71,437**	January	$0.10	$0.10	$0.005	January
Torode			5, 2024				5, 2034
Director,
Chief
Executive
Officer
John H.	Options	71,437**	January	$0.10	$0.10	$0.005	January
Wilson			5, 2024				5, 2034
Director

Notes:

(1) Percentages are expressed on an undiluted basis.

Stock Option Plans and Other Incentive Plans

The Corporation has established an Option Plan for its directors, officers, employees and consultants. The number of authorized but unissued Common Shares that may be subject to Options granted to optionees under the Option Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Option Plan require annual Shareholder approval.

As of the date hereof: (i) the Corporation has 428,622 outstanding Options issued under the Option Plan, all of which have vested; and (ii) the Corporation currently has no Options available for further issuance under the Option Plan.

Oversight and Description of Director and Named Executive Officer Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation's executive compensation program. The Corporation chooses to issue Options to maintain a competitive position in the CPC marketplace and because it is the only permissible form of compensation that may be awarded to its directors and officers while it is a CPC.

The objective and purpose of any Option reward is to encourage the Corporation's officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the Option, the directors and officers will receive no benefit, or very little benefit, from any Options.

With respect to the grant of Options, the Chief Executive Officer of the Corporation recommends to the Board the individual equity incentive awards for each executive officer and director. The Board then takes these recommendations into consideration when making final decisions on compensation for those executive officers. The Board does not use formulas or benchmarks for each grant, but is restricted by the policies of the TSXV and the terms of the Option Plan in how many Options it may grant. Options under the Option Plan are awarded to executive officers by the Board based upon the level of responsibility and contribution of the individuals towards the Corporation's goals and objectives. Previous grants of Options to a particular individual will be taken into account when considering future grants of Options to that particular individual.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

Pension Plan Benefits

During the year ended December 31, 2025, the Corporation did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

Equity Compensation Plan Information

The following table sets forth information in respect of securities authorized for issuance under the Corporation's equity compensation plans as at December 31, 2025.

			Number of Securities
	Number of Securities to	Weighted-Average	Remaining Available for
	be Issued Upon Exercise	Exercise Price of	Future Issuance Under
	of Outstanding Options,	Outstanding Options,	Equity Compensation
Plan Category	Warrants and Rights	Warrants and Rights	Plans
Equity compensation plans	N/A	N/A	N/A
approved by the security
holders

Equity compensation plans	N/A	N/A	N/A
not approved by security
holders
Total	N/A	N/A	N/A

Notes:

(1) The Option Plan is a "rolling" stock option plan which reserves for issuance a maximum of 10% of the issued and outstanding Common Shares at the time of the Option grant.

CORPORATE GOVERNANCE DISCLOSURE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board's review of the Corporation's governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices (" NI 58-101 ") and National Policy 58-201 - Corporate Governance Guidelines .

Board of Directors

The Board is currently comprised of six members, three (3) of which are independent within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees . The independent directors are Margot M. Micallef, Gregory E. Peterson and John H. Wilson. Jeffrey Douglas Snowdon, Frank Y. Sur and Reece Torode, are not independent by virtue of being members of the Corporation's management.

Directorships

The following table sets out the directors, officers and promoter(s) of the Corporation that are, or have been, within the past five years, directors, officers or promoters of other Issuers that are or were reporting issuers in any Canadian jurisdiction

	Name of		Name of
	Reporting		Exchange or
Name	Issuer	Position	Market	From		To
Frank Sur	INDVR	Director	CSE	October 2018	April	2022
	Brands Inc.
	(formerly,
	Cannabis
	One Holdings
	Inc.)
	Yangarra	Corporate Secretary	CSE	October 2015	September
	Resources				2019
	Ltd.
	Apartment	Director	CSE	March 2022	Present
	Love Inc.

Margot

	Name of		Name of
	Reporting		Exchange or
Name	Issuer	Position	Market	From	To
Micallef	GABY Inc.	Director and Chief	CSE	July 2016	Present
		Executive Officer
Gregory E.
Peterson	Leucrotta	Corporate Secretary	TSXV	July 2014	April 2022
	Exploration
	Inc.
	Coelacanth	Corporate Secretary	TSXV	April 2022	Present
	Energy
	Inc.

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, as there have been no changes in Board membership since incorporation. At such time as there is a change in the Board, this policy will be reviewed.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

Compensation

The Board as a whole is responsible for determining the overall compensation strategy of the Corporation and administering the Corporations executive compensation program. The Corporation is currently a CPC and pursuant to Policy 2.4 of the TSXV, and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation's directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares in the Corporation pursuant to the Corporation's Option Plan.

Other Board Committees

The Board has no standing committees other than the Audit Committee.

Assessments

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee, to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

AUDIT COMMITTEE

The following information is provided in accordance with Form 52-110F2 under NI 52-110.

Audit Committee Charter

The text of the Corporation's Audit Committee Charter is set forth in Schedule "A" attached hereto.

Composition of the Audit Committee

The Audit Committee of the Board consists of Jeffrey Snowdon, Margot Micallef, and Gregory Peterson. Margot Micallef and Gregory Peterson are "Independent" and all members of the Audit Committee are "Financially Literate", as such terms are defined in NI 52-110. Jeffrey Snowdon is not independent by virtue of being a member of the Corporation's management.

Relevant Education and Experience of Audit Committee Members

Jeffrey Snowdon, Age 37 – Director and Chief Financial Officer

Jeff Snowdon is a qualified CPA and CMA, earning his designations in 2015 along with his Bachelor of Business Administration. Jeff has primarily worked in the energy sector and currently holds the title Financial Analyst for Canadian Natural Recourses Limited (CNRL). In this role, Jeff works directly with CNRL management in a budgetary and forecasting capacity, focusing on financial reporting and analysis. Prior to this role, Jeff worked in the accounting departments of CNRL and Devon Energy. Jeff sits on a number of boards and is an active volunteer for the United Way and the Calgary Food Bank.

Margot Micallef, Age 66 – Director and Chair of the Board

Margot M. Micallef, Q.C. is the Chair and Chief Executive Officer of GABY Inc. and is also the President of Oliver Capital Partners, a company she founded in 2003 to invest in private companies looking for expansion capital or an outright sale. Since its inception, Oliver Capital Partners has directly and indirectly invested in a number of diverse businesses including: broadcasting, publishing, food manufacturing and real estate and manages or has managed the franchise development rights for a number of well-known quick service restaurant brands.

Margot has also served as an Adjunct Professor in governance and ethics for the MBA Program at the University of Alberta and on the Faculty of the Directors College, a joint venture between McMaster University and the Conference Board of Canada. Prior to founding Oliver Capital Partners Inc., Margot was a Senior Vice-President of Shaw Communications Inc., in Calgary, Alberta; a lawyer with Russell and DuMoulin (now Fasken Martineau DuMoulin) in Vancouver, British Columbia; and was a co-instructor for the Faculty of Law at the University of British Columbia. Ms. Micallef serves or has served on a number of public and private company boards including Vista Radio Ltd., ENMAX Corporation – where she also served as Chair of the Corporate Governance Committee, Solium Capital Inc., Tecterra Inc., and Canwest Global Communications Inc. She has been recognized for her business and entrepreneurial leadership and success by a number of leading organizations including WXN, Women in Communications & Technology, Ernst & Young, RBC and the Calgary Chamber of Commerce.

Gregory E. Peterson, Age 65 – Director

Greg Peterson is a senior partner at Gowling WLG and head of the firm's Corporate Finance, M&A and Private Equity Group in the firm's Calgary office. He is also the national co-leader of the firm's Governance, Activism & Investigations Group.

Recognized as leader in his field by Chambers Canada and Legal 500, Greg focuses his practice on complex public and private corporate and commercial matters. Over the course of his 30-year career, he has helped clients navigate a range of high-stakes transactions - including mergers, acquisitions, dispositions and reorganizations, plans of arrangement, going private transactions, private placements, and asset and share purchase and sale agreements.

Greg also has significant executive experience in adjusting both private and public companies at all stages of their development, from initial public offerings to large corporate clients with multi-billion-dollar market capitalizations. He complements this experience with an extensive background in private equity transactions and public financings, including

equity, debt and venture capital financings.

Greg has acted as a director and/or officer for many of his clients, providing advice on matters relating to corporate governance, stock exchange listings, regulatory compliance for multi-jurisdictional situations and conflict of interest situations. He has also acted as counsel to special committees of various boards of directors in situations such as corporate reorganizations, whether the transaction involved an amalgamation, plan of arrangement or take-over bid and conflict of interest situation.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI 52-110, an exemption contained in subsection 6.1.1 of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the heading " External Auditor " of the Audit Committee Charter of the Corporation which is attached hereto as Schedule "A".

External Auditor Service Fees

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years are set out below.

Financial Year Ending December 31, 2024 December 31, 2025	Audit Fees $17,850 $18,900	Audit Related Fees $1,577 $1,995	Tax Fees Nil Nil	All Other Fees
				Nil Nil

Exemption

The Corporation is relying on the exemption set forth in Section 6.1 of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, the Corporation is not aware of any indebtedness outstanding of any current or former director, executive officer or employee of the Corporation which is owing to the Corporation, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, entered into in connection with a purchase of securities or otherwise.

The Corporation is not aware of any individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, a proposed nominee for election as a director of the Corporation, or no associate of such persons who: (i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Corporation; or (ii) is indebted to another entity, which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee,

support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, entered into in connection with a purchase of securities or otherwise.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed elsewhere herein, none of the directors, executive officers, principal Shareholders, or informed persons (as defined in National Instrument 51-102), and no associate or affiliate of any of them, has or has had any material interest in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transactions which has materially affected or would materially affect the Corporation.

There are potential conflicts of interest to which the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. Conflicts, if any, will be subject to the procedures and remedies available under the Alberta Business Corporations Act (" ABCA "). The ABCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided by the ABCA.

ADDITIONAL INFORMATION

Additional financial information is provided in the Corporation's audited consolidated financial statements and management's discussion and analysis for the financial year ended December 31, 2025. Any request for these documents can be made by contacting the Corporation at 1600, 421 – 7 Avenue SW, Calgary, Alberta T2P 4K9. Information relating to the Corporation can also be obtained on SEDAR+ under the Corporation's profile at www.sedarplus.ca.

SCHEDULE "A"

AUDIT COMMITTEE CHARTER OF ARTRARI ONE CAPITAL CORP.

(attached)

Audit Committee Charter ARTRARI ONE CAPITAL CORP. AUDIT COMMITTEE CHARTER

ARTICLE 1 DEFINITIONS

Definitions in this Charter

" audit services " means the professional services rendered by the Corporation's external auditor for the audit and review of the Corporation's financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements;

" Board " means the board of directors of the Corporation;

" Charter " means this Audit Committee charter;

" Committee " means the committee established by and among the Board for the purpose of overseeing the accounting and financial reporting processes of the Corporation and audits of the financial statements of the Corporation;

" Corporation " means Artrari One Capital Corp.;

" independent " has the meaning ascribed to it in Section 1.4 of National Instrument 52-110;

" Instrument " means Multilateral Instrument 52-110 – Audit Committees ;

" MD&A " has the meaning ascribed to it in Section 1.1 of National Instrument 51-102;

" Member " means a member of the Committee;

" National Instrument 51-102 " means National Instrument 51-102 - Continuous Disclosure Obligations ; and

" non-audit services " means services other than audit services.

ARTICLE 2 GENERAL

2.1 Audit Committee

2.1.1 The Board has hereby established the Committee whose purpose is to assist the Board in compliance with the requirements of the Instrument and fulfilling its oversight responsibilities relating to:
(a) the integrity of the Corporation's financial statements;
(b) the Corporation's compliance with legal and regulatory requirements, as they relate to the Corporation's financial statements;
(c) the qualifications, independence and performance of the external auditor;

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A-2

(d) internal controls and disclosure controls;
(e) the performance of the Corporation's internal audit function; and
(f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

2.2 Relationship with External Auditors

2.2.1 The Corporation will henceforth require its external auditor to report directly to the Committee.

2.3 Composition and Member Qualifications

2.3.1 The Committee will be composed of a minimum of three (3) Board members.
2.3.2 The majority of Committee members must be "independent" as that term is defined in applicable securities legislation.
2.3.3 Every Committee member must be "financially literate" as that term is defined in applicable securities legislation.

2.4 Member Appointment and Removal

2.4.1 The Board, at its organizational meeting held in conjunction with each annual general meeting of the holders of shares of the Corporation, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

2.5 Committee Structure and Operations

2.5.1 Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair from amongst their number. If the chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.
2.5.2 The Secretary of the Corporation shall be the secretary of the Committee, unless otherwise determined by the Committee. Minutes of meetings of the Committee shall be recorded and maintained by the Secretary of the Committee. Copies of the minutes shall be provided to the Board.
2.5.3 The quorum for meetings shall be a majority of the Members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
2.5.4 Meetings of the Committee shall be conducted as follows:
(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the Chairman, and the Corporation's external auditors or any member of the Committee may request a meeting of the Committee;

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A-3

(b) the Corporation's external auditors shall receive notice of and have the right and shall be encouraged to attend all meetings of the Committee; and
(c) the Chief Executive Officer and the Chief Financial Officer of the Corporation shall be invited to attend all meetings of the Committee, except executive sessions and private sessions with the external auditors, and other management representatives of the Corporation shall be invited to attend as necessary.

ARTICLE 3 DUTIES AND RESPONSIBILITIES

3.1 Committee Responsibilities

3.1.1 The Committee shall be responsible for making the following recommendations to the Board:
(a) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation;
(b) the compensation of the external auditor.
3.1.2 The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.
3.1.3 The Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation's external auditor.
3.1.4 The Committee shall review the Corporation's financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.
3.1.5 The Committee shall ensure that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, and shall periodically assess the adequacy of those procedures.
3.1.6 The Committee shall establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

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A-4

3.1.7 The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.
3.1.8 The Committee shall have the authority to delegate to individual members or subcommittees of the Committee.

3.2 De Minimis Non-Audit Services

3.2.1 The Committee shall satisfy the pre-approval requirement in subsection 3.1.3 of the Charter if:
(a) the aggregate amount of all the non-audit services that were not preapproved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiary entities to the Corporation's external auditor during the fiscal year in which the services are provided;
(b) the Corporation or the subsidiary of the Corporation, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
(c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its Members to whom authority to grant such approvals has been delegated by the Committee.

3.3 Delegation of Pre-Approval Function

3.3.1 The Committee may delegate to one or more independent Members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 3.1.3.
3.3.2 The pre-approval of non-audit services by any Member to whom authority has been delegated pursuant to subsection 3.3 must be presented to the Committee at its first scheduled meeting following such pre-approval.

3.4 Pre-Approval Policies and Procedures

3.4.1 The Committee satisfies the pre-approval requirement in subsection 3.1.3 of the Charter if it adopts specific policies and procedures for the engagement of the nonaudit services, if:
(a) the pre-approval policies and procedures are detailed as to the particular service;
(b) the Committee is informed of each non-audit service; and
(c) the procedures do not include delegation of the Committee's responsibilities to management.

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A-5

ARTICLE 4 AUTHORITY

4.1 Authority

4.1.1 The Committee shall have the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee, and
(c) to communicate directly with the internal and external auditors.

ARTICLE 5 DISCLOSURE

5.1 Disclosure in Information Circular

5.1.1 If management of the Corporation solicits proxies from the security holders of the Corporation for the purpose of electing directors to the Board, the Corporation shall include in its management information circular the disclosure required by Form 52110F2 - Disclosure by Venture Issuers.

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SCHEDULE "B"

STOCK OPTION PLAN OF ARTRARI ONE CAPITAL CORP.

(attached)

ARTRARI ONE CAPITAL CORP.

(the “ Corporation ” )

STOCK OPTION PLAN

Dated for Reference June 29, 2022

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares of the Corporation. It is the intention of the Corporation that this Plan will at all times be in compliance with TSX Venture Policies (or, if applicable, NEX Policies) and any inconsistencies between this Plan and TSX Venture Policies (or, if applicable, NEX Policies) will be resolved in favour of the latter.

Definitions

1.2 In this Plan

(a) Affiliate means a company that is a parent or subsidiary of the Corporation, or that is controlled by the same entity as the Corporation;
(b) Associate has the meaning set out in the Securities Act;
(c) Black-out Period means an interval of time during which the Corporation has determined that one or more Participants may not trade any securities of the Corporation because they may be in possession of undisclosed material information pertaining to the Corporation, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an Insider, that Insider, is subject);
(d) Board means the board of directors of the Corporation or any committee thereof duly empowered or authorized to grant Options under this Plan;
(e) Change of Control includes situations where after giving effect to the contemplated transaction and as a result of such transaction:
(i) any one Person holds a sufficient number of voting shares of the Corporation or resulting company to affect materially the control of the Corporation or resulting company, or,
(ii) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, holds in total a sufficient number of voting shares of the Corporation or its successor to affect materially the control of the Corporation or its successor,

where such Person or combination of Persons did not previously hold a sufficient number of voting shares to materially affect control of the Corporation or its successor and, in the

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absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Corporation or resulting company is deemed to materially affect control of the Corporation or resulting company;

(f) Common Shares means the common shares without par value in the capital of the Corporation providing such class is listed on the TSX Venture (or, NEX, as the case may be);
(g) Corporation means Artrari One Capital Corp., unless the context otherwise requires, all of its Affiliates and successors according to law;
(h) Consultant means an individual or Consultant Corporation, other than an Employee, Officer or Director that:
(i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Corporation or an Affiliate of the Corporation, other than services provided in relation to a Distribution;
(ii) provides the services under a written contract between the Corporation or an Affiliate and the individual or the Consultant Corporation;
(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or an Affiliate of the Corporation; and (iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual or Consultant Corporation to be knowledgeable about the business and affairs of the Corporation;
(i) Consultant Corporation means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;
(j) CPC means a capital pool company of pursuant to Policy 2.4 of the TSX Venture Policies;
(k) Directors means the directors of the Corporation as may be elected from time to time;
(l) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
(m) Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Corporation’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;
(n) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Corporation from treasury;
(o) Effective Date for an Option means the date of grant thereof by the Board;
(p) Eligible Charitable Organization has the meaning assigned by Policy 4.4 of the TSX Venture Policies;
(q) Employee means an individual who is considered an employee of the Corporation or an Affiliate under the ITA, which for greater certainty, includes Directors and Officers.

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(r) Exercise Price means the amount payable per Common Share issuable on the exercise of an Option, as determined in accordance with the terms hereof;
(s) Expiry Date means the day on which an Option lapses as specified in the Stock Option Agreement therefor or in accordance with the terms of this Plan;
(t) Fair Market Value means
(i) if the Common Shares are listed on a national securities exchange or traded in the over-the-counter market, the closing or, if not applicable, the last price of, the Common Shares on the composite tape or other comparable reporting system for the trading day on the applicable date; and
(ii) if the Common Shares are neither listed on a national securities exchange nor traded in the over-the-counter market, the value of a Common Share as determined in good faith by the Board in its sole discretion after taking into account such factors as the Board determines in good faith are reasonable and appropriate to consider.
(u) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Corporation;
(v) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
(w) IPO means the initial public offering of the Corporation on the TSX Venture pursuant to a prospectus offering of its Common Shares from treasury;
(x) ITA means the Income Tax Act (Canada) and any regulations thereunder, as amended from time to time;
(y) Management Corporation Employee means an individual employed by a Person providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a Person engaged in Investor Relations Activities;
(z) NEX means a separate board of the TSX Venture for companies previously listed on the TSX Venture or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;
(aa) NEX Issuer means a company listed on NEX;
(bb) NEX Policies means the rules and policies of NEX as amended from time to time;
(cc) Officer means a Board appointed officer of the Corporation;
(dd) Option means the right to purchase Common Shares granted hereunder to a Service Provider;
(ee) Optioned Shares means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;
(ff) Optionee means the recipient of an Option hereunder;

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(gg) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Corporation from time to time;
(hh) Participant means a Service Provider that becomes an Optionee;
(ii) Person includes a company, any unincorporated entity, or an individual;
(jj) Plan means this Stock Option Plan, the terms of which are set out herein or as may be amended;
(kk) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in Section 2.2;
(ll) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;
(mm) Securities Act means the Securities Act, R.S.A. 2000, c. S-4, or any successor legislation;
(nn) Service Provider means a Person who the Corporation and Participant have confirmed is a bona fide Director, Officer, Management Corporation Employee, Consultant or Corporation Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;
(oo) Share Compensation Arrangement means any Option under this Plan but also includes any other stock option, 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;
(pp) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Corporation at a duly constituted shareholders’ meeting;
(qq) Stock Option Agreement means the agreement evidencing the grant of an Option delivered by the Corporation hereunder to a Service Provider and substantially in the form of Schedule A attached hereto;
(rr) Takeover Bid means a takeover bid as defined in subsection 158(c) of the Securities Act (Alberta) or the analogous provisions of securities legislation applicable to the Corporation;
(ss) TSX Venture means the TSX Venture Exchange and any successor thereto; and
(tt) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, NEX Policies).

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Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 STOCK OPTION PLAN

Establishment of Stock Option Plan

2.1 The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Corporation and its Affiliates.

Maximum Plan Shares

2.2 The maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSX Venture Policies (and, if applicable, NEX Policies).

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Service Providers of the Corporation, or its Affiliates, from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Corporation is obtained.

Options Granted Under the Plan

2.4 All Options granted under the Plan will be evidenced by a Stock Option Agreement in the form attached as Schedule A, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price. 2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of a Stock Option Agreement made hereunder.

Limitations on Issue

2.6 Subject to Section 2.11, and Section 6 of TSX Venture Policy 2.4, the following restrictions on issuances of Options are applicable under the Plan:

(a) no Options may be issued to persons providing Investor Relations Activities, promotional or market-making services to the Corporation;
(b) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Corporation has obtained Disinterested Shareholder Approval to do so;

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(c) the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture (or NEX, as the case may be); and
(d) the aggregate number of Options granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture.

2.7 While the Corporation is classified as a CPC, the Corporation shall comply with the following restrictions on issuances of Options pursuant to Section 6 of TSX Venture Policy 2.4, including but not limited to:

(a) Options may only entitle the holder to acquire Common Shares;
(b) the total number of Option Shares reserved under option for issuance to any individual director or senior officer may not exceed 5% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option;
(c) the total number of Option Shares reserved under option for issuance to all technical consultants may not exceed 2% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option;
(d) the total number of Option Shares reserved under option for issuance to all Eligible Charitable Organizations may not exceed 1% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option;
(e) no Options may be granted to a person who is not a director or senior officer of the Corporation, and where permitted by applicable securities laws, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in TSX Venture Policy 2.4) or the Target Corporation (as defined in TSX Venture Policy 2.4), as the case may be, is required to evaluate the proposed Qualifying Transaction (as defined in TSX Venture Policy 2.4), a corporation, all of whose securities are owned by such a director, officer or technical consultant, or an Eligible Charitable Organization;
(f) no Options may be issued to persons providing Investor Relations Activities, promotional or market-making services to the Corporation;
(g) the exercise price per Option cannot be less than $0.05 prior to the completion of its IPO;
(h) all Options granted by the Corporation must be granted in compliance with TSX Venture Policy 4.4 and TSX Venture Policy 2.4;
(i) no Options may be granted by the Corporation unless the Optionee first enters into a CPC Escrow Agreement (as defined in TSX Venture Policy 2.4) agreeing to deposit the Options, and the Option Shares acquired pursuant to the exercise of such Options, into escrow as described in Part 10 of TSX Venture Policy 2.4; and
(j) the Expiry Date of an Option must not be later than 12 months after the Optionee ceases to be a director, senior officer or technical consultant of the Corporation, or of the Resulting Issuer (as defined in TSX Venture Policy 2.4), as the case may be, subject to any earlier Expiry Date of such Option.

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Options Not Exercised

2.8 In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for re-issuance.

Powers of the Board

2.9 The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

(a) grant Options hereunder;
(b) allot Common Shares for issuance in connection with the exercise of Options; and
(c) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of the Plan by the Board

2.10 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Shareholder Approval or Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan as follows:

(a) it may make amendments which are of a typographical, grammatical or clerical nature only;
(b) it may amend provisions of the Plan relating to the vesting of Options or the termination of Options subject to prior written Regulatory Approval, if applicable, but no such change shall apply to Options previously granted that remain outstanding without the prior written consent of the applicable Optionee
(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue the Plan except that no such action shall apply to Options previously granted that remain outstanding without the prior written consent of the applicable Optionee;
(d) make such amendments as are required to comply with applicable Securities law; and
(e) if the Corporation becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, it may make such amendments as may be required by the policies of such senior stock exchange or stock market.

Amendments Requiring Disinterested Shareholder Approval

2.11 The Corporation will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the Plan, together with all of the Corporation’s other previous Share Compensation Arrangements, could result at any time in:

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(i) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;
(ii) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; or,
(iii) the issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares;
(b) any reduction in the Exercise Price of an Option previously granted to an Insider. With respect to an Option granted to an Employee, the Exercise Price shall not be reduced to an amount that is less than the Fair Market Value of the Common Share at the Effective Date; and
(c) any extension of the Expiry Date of an Option previously granted to an Insider.

Options Granted Under the Corporation’s Previous Stock Option Plans

2.12 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof. ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 Subject to Section 7 of TSX Venture Policy 2.4, the Exercise Price of an Option will be set by the Board at the Effective Time, and cannot be less than the Discounted Market Price. The Exercise Price in respect of each Common Share issuable under an Option granted to an Employee will not be less than the Fair Market Value of a Common Share at the Effective Date.

Term of Option

3.2 An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

3.3 Subject to Section 2.11(b) and any necessary Shareholder Approval, the Exercise Price of an Option may be amended, only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price. However, in no event shall the Exercise Price in respect of a Common Share issuable under an Option granted to an Employee be amended to an amount that is less than the Fair Market Value of a Common Share at the Effective Date.

3.4 An Option must be outstanding for at least one year before the Corporation may extend its term, subject to the limits contained in Section 3.2.

3.5 Any proposed amendment to the terms of an Option must be approved by the TSX Venture and, if applicable under TSX Venture Policies, receive Shareholder Approval prior to the exercise of such Option.

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Vesting of Options

3.6 Subject to Section 3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified in the applicable Stock Option Agreement, all such Options shall vest immediately. Vesting of Options may be made subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Corporation or any of 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 Corporation or any of its Affiliates during the vesting period; or
(b) the Service Provider remaining as a Director of the Corporation or any of its Affiliates during the vesting period,

and any such conditions shall be set out in the applicable Stock Option Agreement.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

3.7 Notwithstanding Section 3.6, Options granted to Consultants conducting Investor Relations Activities will vest:

(a) 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
(b) such longer vesting period as the Board may determine,

all as set out in the applicable Stock Option Agreement, provided that the vesting period of any Options granted to Consultants conducting Investor Relations Activities may not be accelerated without prior acceptance by the Exchange pursuant to Section 4.4(c) of TSX Venture Policy 4.4.

Effect of Takeover Bid

3.8 If a Takeover Bid is made to the shareholders generally then the Corporation shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding Section 3.6 and Section 3.7 or any vesting requirements set out in the applicable Stock Option Agreement, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture (or the NEX, as the case may be) for vesting requirements imposed by the TSX Venture Policies.

Extension of Options Expiring During Blackout Period

3.9 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 TSX Venture (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 Plan. Notwithstanding Section 2.9, the tenth Business Day period referred to in this Section 3.9 may not be extended by the Board.

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Optionee Ceasing to be Director, Employee or Service Provider

3.10 Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Corporation that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
(b) an Option granted to (i) Directors or Officers of the Corporation or an Affiliate will expire 90 days and (ii) all others including, but not limited to, Employees (other than Directors and Officers) and Consultants, will expire 30 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee in writing at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Corporation, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Corporation; and
(c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same.

Non Assignable

3.11 Subject to Section 3.10, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.12 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Corporation will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;
(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Corporation will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;
(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Corporation will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in

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respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Corporation, a consolidation, merger or amalgamation of the Corporation with or into any other company or a sale of the property of the Corporation as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Corporation for the purposes of this Section 3.12;
(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;
(f) the Corporation will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this Section 3.12, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Corporation; and
(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.12, such questions will be conclusively determined by the Corporation’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Calgary, Alberta (or in the city of the Corporation’s principal executive office) that the Corporation may designate and who will be granted access to all appropriate records and such determination will be binding upon the Corporation and all Optionees,

provided that share capital adjustments are subject to prior approval of the Exchange, except where they related to a consolidation or share split pursuant to Section 4.7(d) of TSX Venture Policy 4.4.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Stock Option Agreement

4.1 Upon grant of an Option hereunder, an authorized officer of the Corporation will deliver to the Optionee a Stock Option Agreement detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof.

Manner of Exercise

4.2 An Optionee who wishes to exercise his Option may do so by delivering

(a) a written notice to the Corporation specifying the number of Optioned Shares being acquired pursuant to the Option; and

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(b) a certified cheque, wire transfer or bank draft payable to the Corporation for the aggregate Exercise Price for the Optioned Shares being acquired.

Tax Withholding and Procedures

4.3 Notwithstanding anything else contained in this Plan, the Corporation may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in 4.2 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Corporation, or an Affiliate, for the amount determined by the Corporation, or an Affiliate, to be the appropriate amount on account of such taxes or related amounts; or
(b) otherwise ensure, in a manner acceptable to the Corporation, or an Affiliate, (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Corporation.

Delivery of Optioned Shares and Hold Periods

4.4 As soon as practicable after receipt of the notice of exercise described in Section 4.2 and payment in full for the Optioned Shares being acquired, the Corporation will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. If the Exercise Price is set below the Fair Market Value of a Common Share at the Effective Date or the Optionee is an Insider, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month TSX Venture hold period commencing the date of the Stock Option Agreement.

ARTICLE 5 GENERAL

Employment and Services

5.1 Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Corporation, or interfere in any way with the right of the Corporation to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Corporation makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the ITA or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Corporation.

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Interpretation

5.3 The Plan will be governed and construed in accordance with the laws of the Province of Alberta.

Continuation of Plan

5.4 The Plan will become effective from and after the reference date of this Plan as noted on page 1 hereof, and will remain effective provided that the Plan, or any amended version thereof receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Corporation subsequent to the reference date of the Plan.

Amendment of the Plan

5.5 The Board reserves the right to, in its absolute discretion at any time but subject to any necessary Shareholder Approval and subject to Exchange approval, amend, modify or terminate the Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of the Plan will also be subject to any necessary Regulatory Approvals unless the effect of such amendment is intended to reduce (but not to increase) the benefits of this Plan to Service Providers.

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SCHEDULE A ARTRARI ONE CAPITAL CORP.

STOCK OPTION AGREEMENT

Artrari One Capital Corp. (the “ Corporation ”) has granted to ______ (the “ Optionee ”), an option to acquire common shares (the “ Options ”) of the Corporation, subject to the terms and conditions of the Corporation’s stock option plan (the “ Plan ”) established by the Corporation or any successor plan thereto, as amended from time to time in accordance with its terms, or as may be required by the TSX Venture Exchange (the “ TSX-V ”), which are deemed to be incorporated in this stock option agreement (the “ Option Agreement ”), and to the following specific provisions:

Option Agreement and Grant Date:

Position with Corporation:

Number of Options:

Exercise Price: Expiry Date:

Option Vesting Schedule:

The Optionee agrees to be bound by the terms of the Plan. The terms of the Plan are deemed to be incorporated and to form a part of this Option Agreement. In the event of any inconsistency between the terms of the Plan and the terms of this agreement, the terms of the Plan will prevail.

The Corporation and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX-V policies. At the date of grant of the Options, the Corporation is classified as a Tier 2 Issuer under TSXV policies.

Each Optionee is solely responsible for reporting any tax benefit arising from the grant or exercise of the Option, as applicable, in his, her or its income tax return in the particular jurisdiction of residence.

If you exercise your Options before four months from the Option Grant date, a certificate for the common shares so acquired will be issued bearing the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE __ [ _insert date that is four months and a day after the distribution date .”

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) ON __ [insert date that is four months from grant date].”

[ delete if not applicable :] If you are a U.S. resident, the following additional legend will apply:

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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF INVESTOR’S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

Acknowledgement – Personal Information

The information set out in this Option Agreement about the undersigned Optionee will be used by the Corporation for making certain filings with the TSX-V and other applicable regulatory authorities. The Optionee acknowledges and consents to the collection and use of the Personal Information contained in this Option Agreement by the Corporation for the above purposes or as otherwise required by the TSX-V or other applicable regulatory authorities from time to time in accordance with their regulations. If you are in doubt about the above applicable requirements, please contact the Corporation.

Acknowledged and agreed by the Optionee:

ARTRARI ONE CAPITAL CORP.

[insert name of optionee] Address Address (continued) Telephone number Email Address

Authorized Signatory

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ARTRARI ONE CAPITAL CORP. (the “Corporation”)

STOCK OPTION EXERCISE NOTICE

TO: Artrari One Capital Corp. Suite 1600, 421 – 7th Avenue S.W. Calgary, Alberta T2P 4K9

The undersigned hereby gives notice of exercise of Options as detailed below and encloses a cheque or bank draft, payable to the Corporation, in the designated amount representing payment in full for those shares.

Option Agreement and Grant Date:

Number of Options Exercised:

Position with Corporation: Exercise Price: Option Exercise Amount: $ Plus Tax Withholding Amount: [if $ applicable] TOTAL: $ Balance of number of Options remaining exercisable until  [insert option expiry date]: DATED Print name of Optionee Signature of Optionee Address (for registration of shares) Delivery address (if different from share registration address) Telephone Number Email Address

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AI assistant

Artrari One Capital Corp. — Proxy Solicitation & Information Statement 2026

48394_rns_2026-04-20_8a78d9ac-8ea7-40e1-b46e-4383f335a499.pdf

ARTRARI ONE CAPITAL CORP.

and

MANAGEMENT INFORMATION CIRCULAR

ARTRARI ONE CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2026

BY ORDER OF THE BOARD OF DIRECTORS OF ARTRARI ONE CAPITAL CORP.

ARTRARI ONE CAPITAL CORP.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2026

MANAGEMENT INFORMATION CIRCULAR

GENERAL

Persons Making the Solicitation

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Revocability of Proxy

Exercise of Discretion with Respect to Proxies

Advice to Non-Registered Shareholders

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

Record Date

Principal Holders of Common Shares

Quorum

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

MATTERS TO BE CONSIDERED AT THE MEETING

A. ORDINARY BUSINESS

1. Financial Statements

2. Fixing the Number of Directors

3. Election of Directors

Cease Trade Orders

Bankruptcies

Penalties and Sanctions

4. Appointment of Auditors

5. Approval of the Option Plan

B. OTHER BUSINESS

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Securities

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Oversight and Description of Director and Named Executive Officer Compensation

Pension Plan Benefits

Equity Compensation Plan Information

CORPORATE GOVERNANCE DISCLOSURE

General

Board of Directors

Directorships

Orientation and Continuing Education of Board Members

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience of Audit Committee Members

Margot Micallef, Age 66 – Director and Chair of the Board

Gregory E. Peterson, Age 65 – Director

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

ADDITIONAL INFORMATION

SCHEDULE "A"

Audit Committee Charter ARTRARI ONE CAPITAL CORP. AUDIT COMMITTEE CHARTER

ARTICLE 1 DEFINITIONS

ARTICLE 2 GENERAL

2.1 Audit Committee

2.2 Relationship with External Auditors

2.3 Composition and Member Qualifications

2.4 Member Appointment and Removal

2.5 Committee Structure and Operations

ARTICLE 3 DUTIES AND RESPONSIBILITIES

3.1 Committee Responsibilities

3.2 De Minimis Non-Audit Services

3.3 Delegation of Pre-Approval Function

Artrari One Capital Corp. Proxy Solicitation & Information Statement 2026