Auston Capital Corp. — Proxy Solicitation & Information Statement 2025

Nov 18, 2025

AUSTON CAPITAL CORP.
830-999 WEST BROADWAY
VANCOUVER, B.C., V5Z 1K5

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders of Auston Capital Corp. (the “Company”) will be held virtually on Monday, November 17, 2025 at 1:00 pm. At the Meeting, the shareholders will receive the financial statements for the year ended July 31, 2024 together with the auditor’s report thereon, and will consider resolutions to:

1. Set the number of directors for the ensuring year at four (4);
2. elect directors for the ensuing year;
3. appoint De Visser Gray LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;
4. to approve and confirm the Company’s 10% ‘rolling’ stock option plan for the ensuing year, as more particularly described in the accompanying Information Circular (as defined below); and
5. transact such other business as may properly be put before the Meeting.

The Company has determined to hold the Meeting virtually, as permitted by the Business Corporations Act (British Columbia). As a result, there will be no in person attendance at the Meeting, which will be held electronically. Shareholders are urged to vote on the matters before the Meeting by proxy and to listen to the Meeting online. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as a guest, but will not be able to vote at the Meeting.

All shareholders are entitled to attend and vote at the Meeting in person or by proxy. The Company’s board of directors (the “Board”) requests that all shareholders who will not be attending the Meeting in person read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”). If a shareholder does not deliver a proxy to Computershare, Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 or fax a proxy to Computershare, Attention: Proxy Department, at (within North America) 1-866-249-7775 (outside North America) (416) 263-9524, by 1:00 p.m. (Vancouver, British Columbia time) on Thursday, November 13, 2025 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on September 18, 2025 will be entitled to vote at the Meeting.

Shareholders will have two options to access the Meeting, being via teleconference or through the Zoom application, which requires internet connectivity. Registered shareholders wishing to vote in person will need to utilize the Zoom application but any shareholder may listen to the Meeting via teleconference. Registered shareholders participating via teleconference will not be able to vote in person at the Meeting as the Company’s scrutineer must take steps to verify the identity of registered shareholders using the video features.

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AUSTON CAPITAL CORP.
830-999 WEST BROADWAY
VANCOUVER, B.C., V5Z 1K5

In order to dial into the Meeting, shareholders will phone 1-778-907-2071 and enter the Meeting ID and Password noted below.

In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link:

https://us02web.zoom.us/j/82763375628?pwd=6805lOgvCGr3boo2cM6ri8GoDF49yd.1

Shareholders will have the option through the application to join the video and audio or simply view and listen. In order to participate or view the Meeting, all participants must register and identify themselves with the scrutineer at the commencement of the Meeting. A failure to register may result in participants being removed from the virtual Meeting room.

Meeting ID: 827 6337 5628

Passcode: 357562

An information circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, the 18th day of September, 2025.

ON BEHALF OF THE BOARD

(signed) "Zak Dingsdale"

Zak Dingsdale
Interim Chief Executive Officer