Boron One Holdings Inc.

203, 645 Fort Street Victoria, BC V8W 1G2

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting of Holders of Common Shares of BORON ONE HOLDINGS INC. (the " Corporation ") will be held on Friday, the 26th day of May, 2023, at the hour of 2:00 p.m. (Victoria time) via teleconference by calling: Canada/USA Toll Free: 1-800-319-7310 ; Canada Local: 1-604-638-5353 Passcode: 28168# on Friday, the 26[th] day of May, 2023, at the hour of 2:00 p.m. (Victoria time) for the following purposes:

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The Corporation has set April 19, 2023, as the Record Date for the Meeting. Only shareholders of the Corporation of record as at that date are entitled to receive notice of and to vote at the meeting unless after that date a Shareholder of record transfers his shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns such shares, requests at least 10 days prior to the Meeting that the transferee's name be included in the List of Shareholders entitled to vote, in which case such transferee is entitled to vote such shares at the Meeting. The details of the matters proposed to be put before the Meeting are set forth in the management information circular accompanying this Notice, which is supplemental to and expressly made a part of this Notice.

DATED this 14[th] day of April, 2023.

BY ORDER OF THE BOARD OF DIRECTORS (s) “Tim Daniels” ___ TIM DANIELS President

Due to the ongoing pandemic, shareholders are unable to attend the meeting and are requested to complete, date and sign the enclosed form of proxy or other appropriate form of proxy and return it to the corporation’s transfer agent, Computer Share Trust Company of Canada, Corporate Services, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, such that it is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the province of Ontario) prior to the commencement of the meeting or any adjournment thereof, in default of which it may be treated as invalid. In order to be represented by proxy, shareholders must complete and submit the enclosed form of proxy or other appropriate form of proxy.

BORON ONE HOLDINGS INC.

BORON ONE HOLDINGS INC. (“Boron One”)

ANNUAL GENERAL MEETING

FRIDAY, MAY 26, 2023

CONFERENCE CALL

Boron One would like to invite shareholders to participate in a conference call with Management on Friday, May 26, 2023 at 2:00 PM PDT . The purpose of the call will be to conduct the Annual General Meeting.

Due to COVID19, shareholders will not be permitted to be in attendance at the meeting.

All voting needs to be completed 48 hours prior to the meeting date. Boron One will not accept shares to be voted at the meeting. The voting results will be taken as of proxy cut-off.

The General Meeting will be followed by an update from President Tim Daniels, and then a question period from a group of selected shareholders.

Boron One Holdings Inc. Blake Fallis, General Manager Phone: 1-250- 384-1999 or 1-888-289-3746

Conference Call Numbers

Canada/USA Toll Free: 1-800-319-7310 Canada Local: 1-604-638-5353

Passcode: 28168#

INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 26, 2023

SOLICITATION OF PROXIES

THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES ON BEHALF OF THE MANAGEMENT OF BORON ONE HOLDINGS INC. (hereinafter called “ Boron One ”, the " Corporation " or the “ issuer ”) for use at the Annual General and Special Meeting of Shareholders of the Corporation to be held in the offices of Boron One Holdings Inc., #203, 645 Fort Street, Victoria, BC V8W 1G2, Canada, on Friday, the 26th day of May 2023 at the hour of 2:00 p.m. (Victoria time), and any adjournment or adjournments thereof (hereinafter called the "Meeting") for the purposes set forth in the accompanying Notice of Annual and Special Meeting of Shareholders. The solicitation of proxies will be by mail. Also enclosed is an Instrument of Proxy for use at such meeting. The costs of any such solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The person named in the enclosed Instrument of Proxy is the President and a Director of the Corporation. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE INSTRUMENT OF PROXY OR BY COMPLETING ANOTHER INSTRUMENT OF PROXY. A proxy will not be valid unless the completed Instrument of Proxy is deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., Corporate Services, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than forty-eight (48) hours before the time fixed for the Meeting, in default of which the Instrument of Proxy shall not be treated as valid.

A Shareholder who has given a proxy may revoke it by an instrument in writing deposited either at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., Corporate Services, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned, any reconvening thereof, or with the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. Where a proxy has been revoked, the Shareholder may personally attend the meeting and vote his shares as if no proxy had been given.

ADVICE TO BENEFICIAL SHAREHOLDERS

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

By choosing to send these materials to you directly, the issuer (and the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

If you are a non-registered owner, and these materials have been sent to you by the intermediary holding the shares on your behalf, you will be required to provide proper voting instructions to the intermediary who will, in turn, provide voting instructions to the issuer or its agent. The issuer and its agent can not accept voting instructions directly from such non-registered owners. Each intermediary has its own procedure for sending material to nonregistered owners and for non-registered owners to provide instructions to the intermediaries to vote their shares. Non-registered owners should carefully follow the instructions provided to them by the intermediary that is holding their shares. In addition, non-registered owners that received these materials from an intermediary attending the Meeting will not be recognized as shareholders or entitled to vote at the Meeting unless they have been appointed as

a proxy holder by the intermediary that is holding their shares. The intermediary’s instructions will advise how to effect that appointment. All references to shareholders in this Information Circular and the accompanying Instrument of Proxy are to registered shareholders of record, unless specifically stated otherwise.

VOTING OF PROXIES

All shares represented by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the Management Designees, if named as proxy, will vote in favour of all the matters set out thereon. The enclosed Instrument of Proxy confers discretionary authority upon the management designees or other persons named as proxy with respect to amendments to or variations of matters identified in the Notice of Annual General and Special Meeting of Shareholders and any other matters which may properly come before the Meeting. At the time of printing of this Information Circular, the management of the Corporation knows of no such amendment, variation or other matter.

RECORD DATE

Only Shareholders of the Corporation of record as at the close of business on April 19, 2023 are entitled to receive notice of and to vote at the Meeting unless after that date a Shareholder of record transfers his shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns such shares, requests at least 10 days prior to the Meeting that the transferee's name be included in the List of Shareholders entitled to vote, in which case such transferee is entitled to vote such shares at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The holders of the Common shares of record at the Record Date are entitled to vote such shares at the meeting on the basis of one vote for each common share held, the common shares being the only class of shares entitled to vote at the Annual General and Special Meeting of Shareholders. Of the Corporation's authorized unlimited number of Common shares, 172,083,769 Common Shares are issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors and senior officers of the Corporation, there are no shareholders beneficially owning, directly or indirectly, equity shares carrying more than 10% of the voting rights of the outstanding equity shares of the Corporation.

(i) QUORUM

A quorum for the transaction of business at a meeting of the shareholders shall be at least one person present in person, being either a shareholder entitled to vote thereat or a duly appointed proxy or representative for an absent shareholder so entitled, and representing in the aggregate not less than five percent (5%) of the outstanding shares of the corporation carrying voting rights at the meeting.

STATEMENT OF EXECUTIVE COMPENSATION

A “named executive officer” or “NEO” means, the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the Corporation’s three most highly compensated executive officers other than the Chief Executive Officer and the Chief Financial Officer who served as executive officers during the most recently completed financial year and whose total salary and bonus exceeded $150,000, and any other individuals for whom disclosure would have been provided but for the fact that they were not serving as an officer at the end of the most recently completed financial year. The information presented in this section is provided as of June 30 in each year unless otherwise stated.

COMPENSATION DISCUSSION AND ANALYSIS

For the year ended June 30, 2022, the Corporation had two named executive officers, being Tim Daniels, who held the offices of President, Chief Executive Officer and Blake Fallis, who held the office of CFO of the Corporation. Mr. Daniels and Mr. Fallis are compensated primarily through a base salary, and partly by way of the grant of stock options. Discretionary bonuses may be awarded at the discretion of the Board of Directors. At present there are no pre-determined criteria for determining the size or entitlement to bonuses. The amount of the base salary is determined by the Board of Directors of the Corporation. The objectives of the Board in setting the amount of the salary are to set the salary at a level that is commensurate with the duties performed and is comparable to salaries offered by other companies of similar size, business and stage of development.

Stock option grants are determined from time to time at the discretion of the Board of Directors.

Mr. Daniels and Mr. Fallis devote substantially all their working time to the affairs of the Corporation.

OPTION BASED AWARDS

The following options were granted to executive officers during the year end of June 30, 2022.

Name of Optionee Nil	Date of news release disclosing grant (if applicable)	Position of Optionee	Date of Grant mm/dd/yyyy	No. of Optioned Shares	Exercise Price	Expiry Date mm/dd/yyyy

SUMMARY COMPENSATION TABLE

The following table discloses, for the periods indicated, total compensation received by the named executive officers:

Name and Principal Position	Year ended June 30	Salary ($)	Share- based award s ($)	Option- based awards(3) ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All Other Compensa tion(1) ($)	Total Compensa tion ($)
					Annual incentive plans	Long term incentive plans
Tim Daniels President, Secretary\ Treasurer, Chief Executive Officer and former Chief Financial Officer	2022	161,868	Nil	Nil	Nil	Nil	Nil	16,187	178,055
	2021	348,015	Nil	Nil	Nil	Nil	Nil	Nil	348,015
	2020	106,076	Nil	Nil	Nil	Nil	Nil	Nil	106,076
Blake Fallis(2) Chief Financial Officer	2022	108,000	Nil	Nil	Nil	Nil	Nil	Nil	108,000
	2021	108,000	Nil	Nil	Nil	Nil	Nil	Nil	108,000
	2020	108,000	Nil	Nil	Nil	Nil	Nil	Nil	108,000

(1) Including annual travel/auto allowance and private office rental for Mr Daniels.

(2) Mr. Fallis was appointed as CFO on February 3, 2010.

(3) The value of option based awards has been estimated using the Black-Scholes option pricing model using the following assumptions: dividend yield of nil; annualized volatility of 94 - 123%; risk-free interest rate of 1.31 – 2.45%; and expected life of 1 - 5 years.

Long-term Incentive Plan, or “LTIP”, Awards in Most Recently Completed Financial Year

LTIP means a plan providing compensation intended to motivate performance over a period greater than one financial year but does not include options or other rights to acquire shares. The Corporation currently has no long term incentive plans.

Options Granted During the Most Recently Completed Financial Year

During the most recently completed financial year the NEOs of the Corporation enjoyed the following share-based and Option-based awards:

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Tim Daniels	Nil	Nil	Nil
Blake Fallis	Nil	Nil	Nil

Option and Share Acquisition Rights Repricings

There have been no Option and Share Acquisition Rights Repricings during the most recently completed financial year.

MANAGEMENT CONTRACTS

No management functions of the Corporation or its subsidiaries are to any substantial degree performed by a person or company other than the directors or officers of the Corporation.

INCENTIVE PLAN AWARDS

OUTSTANDING SHARE-BASED AWARDS AND OPTIONS-BASED AWARDS

Information as to unexercised and outstanding options to purchase Common Shares pursuant to the Share Option Plan in respect of the named executive officers as at June 30, 2022 is shown in the table below:

Name Tim Daniels, President, CEO BlakeFallis	Option-based Awards Number of securities underlying unexercised options (#) Option exercise price ($) 350,000 600,000 0.12 0.10 125,000 ��	Option expiration date 2023/01/17 2026/01/07 ��	Value of unexercised in-the- money options ($)(1) Nil Nil ��	Share-based Awards Number of shares or units of shares that have not vested (#) Market or payout value of share- based awards that have not vested ($) Nil Nil Nil Nil �� ��	Market or payout value of share- based awards not paid out or distributed ($) Nil Nil ��

GM/ CFO 250,000 ��

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INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR

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Defined Benefit or Actuarial Plan Disclosure

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Termination of Employment, Change in Responsibilities and Employment Contracts

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COMPENSATION OF DIRECTORS

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INDEBTEDNESS OF DIRECTORS AND OFFICERS

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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MATTERS TO BE ACTED UPON AT THE MEETING

SETTING NUMBER OF DIRECTORS

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ELECTION OF DIRECTORS

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Name And Municipality Of Residence	Position Presently Held	Common Shares Beneficially Held as of April 19, 2023	Principal Occupation
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APPOINTMENT OF AUDITORS

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APPROVAL OF STOCK OPTION PLAN

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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AUDIT COMMITTEE

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CORPORATE GOVERNANCE

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ADDITIONAL INFORMATION

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BORON ONE HOLDINGS INC.

AUDIT COMMITTEE CHARTER

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Boron One Holdings Inc. — AGM Information 2023

43998_rns_2023-04-28_1f1cc2bf-e825-4474-9605-281fac13c5cf.pdf

BORON ONE HOLDINGS INC.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

BORON ONE HOLDINGS INC.

BORON ONE HOLDINGS INC. (“Boron One”)

ANNUAL GENERAL MEETING

CONFERENCE CALL

Conference Call Numbers

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING OF PROXIES

RECORD DATE

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

(i) QUORUM

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

OPTION BASED AWARDS

SUMMARY COMPENSATION TABLE

Long-term Incentive Plan, or “LTIP”, Awards in Most Recently Completed Financial Year

Options Granted During the Most Recently Completed Financial Year

Option and Share Acquisition Rights Repricings

MANAGEMENT CONTRACTS

INCENTIVE PLAN AWARDS

OUTSTANDING SHARE-BASED AWARDS AND OPTIONS-BASED AWARDS

INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR

Defined Benefit or Actuarial Plan Disclosure

Termination of Employment, Change in Responsibilities and Employment Contracts

COMPENSATION OF DIRECTORS

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MATTERS TO BE ACTED UPON AT THE MEETING

SETTING NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

APPOINTMENT OF AUDITORS

APPROVAL OF STOCK OPTION PLAN

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

AUDIT COMMITTEE

Auditor and Audit Fees

CORPORATE GOVERNANCE

1. Board of Directors

2. Directorships

3. Orientation and Continuing Education

4. Ethical Business Conduct

5. Nomination of Directors

6. Compensation

7. Other Board Committees

8. Assessments

ADDITIONAL INFORMATION

OTHER BUSINESS

BORON ONE HOLDINGS INC.

AUDIT COMMITTEE CHARTER

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