Bow Lake Capital Corp. — Proxy Solicitation & Information Statement 2024

May 15, 2024

BOW LAKE CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF BOW LAKE CAPITAL CORP. TO BE HELD ON JUNE 5, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

DATED MAY 6, 2024

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.

BOW LAKE CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Shares ”) of Bow Lake Capital Corp. (the “ Company ”) will be held via videoconference at:

https://blgmeet.webex.com/blgmeet/j.php?MTID=m694794cfcae2dca9225f60a5c6c7a61c Meeting number: 2771 094 6296

Password: tAU392MUPmH

Join by phone +1-844-974-2903 Canada Access code: 277 109 46296

at 10:00 a.m. (Calgary time) on June 5, 2024, for the following purposes:

1. to receive the audited financial statements of the Company for (a) the financial year ended December 31, 2023, and (b) the financial year ended December 31, 2022, together with the notes thereto and the auditors’ report thereon;

2. to fix the number of directors to be elected at the Meeting at four (4);

3. to elect the board of directors of the Company (the “ Board ”) to hold office until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;

4. to re-appoint Kenway Mack Slusarchuk Stewart LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year at such remuneration as may be fixed by the Board;

5. to ratify and approve the Company’s stock option plan (the “ Plan ”) and authorize the directors to make such changes to the Plan as may be required by the TSX Venture Exchange without further Shareholder approval;

6. to approve, with or without variation, a special resolution of the Shareholders, the full text of which is set forth in the Information Circular, approving the amendments to the articles of the Company; and

7. 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 Information Circular of the Company accompanying this Notice of Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be valid, the proxy must be received by Endeavor Trust Company, 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4 (Attention: Proxy Department), not later than forty-eight (48) hours (excluding Saturdays, Sundays, and statutory holidays) prior to the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the Internet (https://www.eproxy.ca/) to vote their Common Shares.

If you are an unregistered Shareholder and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted

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or rejected by the Chairman of the Meeting in his sole discretion and the Chairman is under no obligation to accept or reject any particular late form of proxy.

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 Company 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 Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is May 6, 2024 (the “ Record Date ”). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

DATED as of May 6, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF BOW LAKE CAPITAL CORP.

(signed) “ Murray Hinz ”

Murray Hinz Director, Corporate Secretary and Chief Financial Officer Bow Lake Capital Corp.

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BOW LAKE CAPITAL CORP.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the “ Information Circular ”) is furnished to holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Bow Lake Capital Corp. (the “ Company ”) in connection with the solicitation of proxies and voting instruction forms by the management of the Company for use at the annual general and special meeting (the “ Meeting ”) of Shareholders to be held via videoconference at 10:00 a.m. (Calgary time) on June 5, 2024, 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 May 6, 2024, except where otherwise indicated. Enclosed herewith is a form of proxy or voting instruction form for use at the Meeting. Each Shareholder 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.

Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

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 Company. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Company. 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 Company who will not be directly compensated therefor.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Notice of Meeting, this Information Circular and the form of proxy have been sent by the Company to its registered Shareholders (Shareholders holding a paper share certificate or Direct Registration Statement registered in their name) and the Company has also sent such proxy-related materials directly to those unregistered (beneficial) Shareholders that have consented to the release of their addresses to the Company (“ NOBOs ”).

The Company does not intend to pay for intermediaries such as stockbrokers, securities dealers, banks, trust companies, clearing agencies, trustees and their agents and nominees (“ Intermediaries ”) to deliver proxyrelated materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to the beneficial

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Shareholders that have refused to release their addresses to the Company (“ OBOs ”) and as such, OBOs will not receive such materials unless their Intermediary assumes the costs thereof.

The 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.

The Company will not be providing the Notice of Meeting, the Information Circular, or the form of proxy to registered Shareholders or Non-Registered Shareholders through the use of notice-and-access, as such term is defined in NI 54-101.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their respective forms of proxy with Endeavor Trust Company (“ Endeavor ”), 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4 (Attention: Proxy Department), not later than forty-eight (48) hours (excluding Saturdays, Sundays, and statutory holidays) prior to the Meeting or any adjournment or postponement thereof. A proxy must be executed by the Shareholder or by his 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 also use the Internet (https://www.eproxy.ca/) to vote their Common Shares. Shareholders will be prompted to enter the control number and password which are 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) prior to the time of the Meeting or any adjournment or postponement thereof.

The Company 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) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and directors of the Company. Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent them at the Meeting other than the persons designated in the form of proxy furnished by the Company. 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 proxy with Endeavor, at the place and within the time specified above for the deposit of proxies.

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 Endeavor 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

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting in accordance with the instructions of the Shareholder where voting is by way of a show of hands or by ballot and, if the Shareholder specifies a choice with respect to any matter to be voted upon, the Common Shares represented by the proxy will be voted in accordance with such instructions. In the absence of any such

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instructions, the persons whose names appear on the enclosed form of proxy will vote 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 such amendment, variation or other matter should come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxies in accordance with their best judgment, unless the Shareholder has specified to the contrary or that Common Shares are to be withheld from voting. At the time of printing this Information Circular, management of the Company knows of no such amendment, variation or other matter.

Advice to Non-Registered Shareholders

The information in this section is of significant importance to Non-Registered Shareholders, as most Shareholders do not hold their Common Shares in their own name. Non-Registered Shareholders are advised that only proxies from Shareholders of record can be recognized and voted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are 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).

Voting by Non-Registered Shareholders

Common Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, brokers and their nominees are prohibited from voting Common Shares for their clients. The directors and officers of the Company do not know for whose benefit the Common Shares registered in the name of CDS & Co. are held, and directors and officers of the Company do not necessarily know for whose benefit the Common Shares registered in the name of any Intermediary are held.

Applicable regulatory policy requires brokers and other Intermediaries to seek voting instructions from NonRegistered Shareholders in advance of Shareholders’ meetings. Every broker and other Intermediary has its own mailing procedure, and provides its own return instructions, which should be carefully followed. The form of proxy supplied by brokers and other Intermediaries to Non-Registered Shareholders may be very similar and, in some cases, identical to that provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Shareholder.

In Canada, the vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). 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.

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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 or other Intermediary, a Non-Registered Shareholder may attend the Meeting as proxyholder for the registered Shareholder that holds the Non-Registered Shareholder’s Common Shares and vote those 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 or agent.

Non-Registered Shareholders should contact their broker or other Intermediary through which they hold Common Shares if they have any questions regarding the voting of such Common Shares.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Company consists of an unlimited number of voting Common Shares 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 7,800,000 Common Shares currently issued and outstanding and no Preferred Shares issued and outstanding. Shareholders of the Record Date are entitled to receive notice of and attend and vote at the Meeting.

Each Shareholder will be entitled to one vote at the Meeting for each Common Share held by them on the Record Date.

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 May 6, 2024 (the “ Record Date ”).

The Company will prepare or cause to be prepared a list of the Shareholders recorded as holders of Common Shares on its register of Shareholders as of the close of business on the Record Date, each of whom shall be entitled to vote the Common Shares shown opposite their name on the list at the Meeting or any adjournment or postponement thereof.

In addition, persons who are Non-Registered Shareholders as of the Record Date will be entitled to exercise their voting rights in accordance with the procedures established under NI 54-101. See “ Proxy Related Information – Advice to Non-Registered Shareholders ” in this Information Circular.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Company, 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 articles of the Company (the “ Articles ”), a quorum for the Meeting is two individuals who are Shareholders, proxy holders representing Shareholders or duly authorized representatives of corporate Shareholders personally present and representing Common Shares aggregating not less than 20% of the issued Common Shares of the Company carrying the right to vote at the Meeting.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Company, 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 Company.

Certain directors and officers of the Company hold Options (as defined herein). At the Meeting, Shareholders will be asked to approve and adopt an ordinary resolution relating to the approval of the Option Plan (as defined herein). See “ Matters to be Considered at the Meeting – Approval of the Stock Option Plan ” in this Information Circular.

MATTERS TO BE CONSIDERED AT THE MEETING

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

Financial Statements

At the Meeting, the audited financial statements of the Company for (a) the financial year ended December 31, 2023, and (b) the financial year ended December 31, 2022, together with the notes thereto and the independent auditor’s 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.

In accordance with applicable laws, the Financial Statements have been delivered to Non-Registered Shareholders who have requested copies of the Company’s annual financial statements and to registered Shareholders who have not informed the Company in writing that they do not wish to receive copies of annual financial statements of the Company. The Financial Statements are available on the System for Electronic Document Analysis and Retrieval (“ SEDAR+ ”) at www.sedarplus.ca/ under the Company’s profile.

Fixing Number of Directors

At the Meeting, it will be proposed that four (4) directors be elected to hold office for the next ensuing year, subject to the provisions of the Articles relating to subsequent appointments by the Board. Management therefore intends to place before the Meeting, for approval a resolution setting the number of directors to be elected until the next annual meeting of Shareholders, subject to the Articles of the Company relating to subsequent appointments by the Board, at four (4) members.

The ordinary resolution fixing the number of directors must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. The Board believes the passing of the above resolution is in the best interests of the Company and recommends that the Shareholders vote IN FAVOUR of the resolution. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy or voting instruction form to vote in favour of the ordinary resolution setting the number of directors to be elected at the Meeting at four (4).

Election of Directors

The Company currently has four (4) directors, all of whom are being nominated for re-election. It is proposed to set the number of directors for the following year at the same number. This requires the approval of the Shareholders by an ordinary resolution, which approval will be sought at the Meeting.

The directors of the Company are elected annually. At the Meeting, Shareholders will be asked to elect the four (4) nominees set forth in the table below as directors of the Company. Each of the nominees elected as a director

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of the Company will hold office until the next annual general meeting of Shareholders or until a successor is duly elected or appointed or their office is vacated earlier in accordance with the Articles and the provisions of the Business Corporations Act (British Columbia).

Each director nominee will be elected on an individual basis and not as a member of a slate. Management does not contemplate that any of such nominees will be unable to serve as directors.

The following is 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 Company, their principal occupation and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the foregoing as of the date of this Information Circular.

The Board believes the election of the below named nominees as directors of the Company is in the best interests of the Company and recommends that the Shareholders vote IN FAVOUR of electing the nominees. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy or voting instruction form to vote in favour of the election of the nominees set forth in the table below as directors of the Company.

Name and Province/State and Country of Residence Murray Hinz(2) Director, Corporate Secretary and Chief Financial Officer Calgary, Alberta Jeremy Ross Director and Chief Executive Officer Vancouver, British Columbia Michael Saliken(2) Director Calgary, Alberta Michael Lang(2) Director Calgary, Alberta	Director Since March 29, 2021 March 29, 2021 March 29, 2021 March 29, 2021	Principal Occupation Sr. VP, Finance & Administration at Parvus Therapeutics Inc. President at Blackhill Consultants Partner at Borden Ladner Gervais LLP Chairman at Stonebridge Equity Partners	Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
			300,000 500,000 500,000 500,000

Notes:

(1) Information respecting the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, as at the date of this Information Circular has been furnished to the Company by the above named individuals.

(2) A member of the audit committee.

Cease Trade Orders

To the knowledge of the Company, no proposed director of the Company (nor any personal holding company of any of such persons) is 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 corporation (including the Company), that: (i) was subject to a cease trade order (including a voluntary or involuntary cease trade order applying to some or all of the management of a corporation), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than thirty (30) consecutive days (collectively, an “ Order ”), that was issued while the proposed director

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was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

To the knowledge of the Company, no proposed director of the Company (nor any personal holding company of any of such persons): (i) 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 or executive officer of any corporation (including the Company) that, while that 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 (ii) has, within the ten (10) years before the date of this Information Circular, become 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 the assets of the proposed director.

Penalties and Sanctions

To the knowledge of the Company, no proposed director of the Company (nor any personal holding company of any of such persons) has been subject to: (i) 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 (ii) 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.

Appointment of Auditors

Management of the Company intends to nominate Kenway Mack Slusarchuk Stewart LLP (“ KMSS ”), Chartered Professional Accountants, for re-appointment as the auditors of the Company, to hold office for the ensuing year until the close of the next annual general meeting of Shareholders or until KMSS is removed from office or resigns, at a remuneration to be fixed by the Board. KMSS have been the auditors of the Company since 2021.

The Board believes the re-appointment of KMSS as auditors of the Company is in the best interests of the Company and recommends that the Shareholders vote IN FAVOUR of re-appointing KMSS as auditors. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy or voting instruction form to vote in favour of the election of KMSS as auditors of the Company.

Approval of Stock Option Plan

The Company has adopted an incentive stock option plan, which can be found under the Company’s profile on the SEDAR+ website at www.sedarplus.ca (the “ Option Plan ”), which provides that the Board may from time to time, in its discretion, and in accordance with TSX Venture Exchange (“ TSXV ”) requirements, grant to directors, officers, employees and consultants to the Company, non-transferable options (“ Options ”) to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed ten per cent (10%) of the issued and outstanding Common Shares of the Company. Such Options will be exercisable for a period of up to ten (10) years from the date of grant. In connection with the foregoing, the Option Plan provides that: (i) no more than five per cent (5%) of the issued shares of the Company will be granted to any individual in any twelve (12) month period; (ii) no more than two per cent (2%) of the issued shares of the Company will be granted to any single consultant in any twelve (12) month period; and (iii) no more than an aggregate of two per cent (2%) of the issued shares of the Company will be granted to all persons retained to provide investor relations activities in any twelve (12) month period.

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Options must be exercised within twelve (12) months following cessation of the optionee’s position with the Company unless the optionee was engaged in investor relations activities, in which case such exercise must occur within thirty (30) days after the cessation of the optionee’s services to the Company, 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 (1) year after such death, subject to the expiry date of such Option.

The exercise price of the Options shall be determined by the Board at the time any Option is granted. In no event shall such exercise price be lower than the exercise price permitted by the TSXV. Subject to any vesting restrictions imposed by the TSXV, the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction shall exist.

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. The text of the ordinary resolution which management intends to place before the Meeting for the approval of the Option Plan is as follows:

“ BE IT HEREBY RESOLVED as an ordinary resolution that:

1. the stock option plan of the Company (the “ Option Plan ”), be and is hereby approved and adopted as the stock option plan of the Company;

2. any one director or officer may amend the form of the Option Plan in order to satisfy the requirements or requests of any regulatory authorities, including the TSXV, without requiring further approval of the shareholders of the Company; and

3. any one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

The foregoing 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. The Board believes the passing of the above resolution is in the best interests of the Company and recommends that the Shareholders vote IN FAVOUR of the resolution. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies in favour of the ordinary resolution approving the Option Plan for the ensuing year .

Amendments to the Articles of the Company

At the Meeting, the Shareholders will be asked to consider, and if deemed appropriate, to pass a special resolution of the Shareholders in the form set out below, approving certain amendments to the Company’s articles (the “ Articles ”) to reduce the quorum requirements for a general meeting to 10% of the issued shares of the Company carrying the right to vote at that meeting. The amendments to the section 8.2 of the Articles are set out in the blacklined extract of section 8.2 of the Articles below (the “ Amended Articles ”):

8.2 Quorum

Subject to this Part 8, a quorum for a general meeting is not less than two individuals who are shareholders, proxy holders representing shareholders or duly authorized representatives of corporate shareholders personally present and representing shares aggregating not less than ~~either: (a) if and so~~

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~~long as the Company is a public company, 20%; or (b) at any other time,~~ 10% of the issued shares of the Company carrying the right to vote at that meeting. In the event there is only one shareholder, the quorum is one person personally present and being, or representing by proxy, that shareholder, or in the case of a corporate shareholder, a duly authorized representative of that shareholder.

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, a special resolution approving the Amended Articles. The text of the ordinary resolution which management intends to place before the Meeting for the approval of the Amended Articles is as follows:

“ BE IT HEREBY RESOLVED as a special resolution that:

1. the Articles of the Company be amended by deleting Article 8.2 (Quorum) in its entirety and replaced with the following:

8.2 Quorum

Subject to this Part 8, a quorum for a general meeting is not less than two individuals who are shareholders, proxy holders representing shareholders or duly authorized representatives of corporate shareholders personally present and representing shares aggregating not less than 10% of the issued shares of the Company carrying the right to vote at that meeting. In the event there is only one shareholder, the quorum is one person personally present and being, or representing by proxy, that shareholder, or in the case of a corporate shareholder, a duly authorized representative of that shareholder.

1. any one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents, and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

The foregoing special resolution must be approved by 2/3 of the votes cast at the Meeting by the Shareholders voting in person or by proxy. The Board believes the passing of the above resolution is in the best interests of the Company and recommends that the Shareholders vote IN FAVOUR of the resolution. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies in favour of the special resolution approving the Amended Articles.

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 persons named in the enclosed form of proxy to vote the same in accordance with their best judgment in such matters.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company is currently capital pool company (“ CPC ”). Pursuant to Policy 2.4 of the TSXV, and until the Company completes a Qualifying Transaction (as such term is defined in Policy 2.4 of the TSXV), no compensation of any kind may be provided to the Company’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 Company’s Option Plan.

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The Company 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 Company’s directors and officers 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 Company 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 Company’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 Company, if any, it is anticipated that the Company 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 Company acquires in connection with any Qualifying Transaction that it may complete.

Risks of Compensation Policies and Practices

The Company’s compensation program is designed to provide executive officers incentives for the achievement of near-term and long-term objectives, without motivating them to take unnecessary risk. As part of its review and discussion of executive compensation, the Board noted the following facts that discourage the Company’s executives from taking unnecessary or excessive risk: (i) the Company’s business strategy and related compensation philosophy; and (ii) the effective balance, in each case, between near-term and long-term focus, corporate and individual performance, and financial and non-financial performance.

Based on this review, the Board believes that the Company’s total executive compensation program does not encourage executive officers to take unnecessary or excessive risk.

Financial Instruments

The Company has not implemented any policies which restrict its executive officers and directors from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Compensation Governance

For a discussion on policies and practices by the Board to determine the compensation of the Company’s directors and executive officers, see “ Executive Compensation – Compensation Discussion and Analysis ” in this Information Circular. The Company has not established a compensation committee and does not intend to do so before the completion of a Qualifying Transaction, if any.

Benefit, Contribution, Pension, Retirement, Deferred Compensation and Actuarial Plans

The Company currently has no defined benefit, defined contribution, pension, retirement, deferred compensation or actuarial plans for its Named Executive Officers or directors of the Company.

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“ Named Executive Officer ” is defined by the legislation to mean: (i) each of the Chief Executive Officer and Chief Financial Officer of the Company, (ii) each of the Company’s four (4) most highly compensated executive Officers, or the four (4) most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year and whose total compensation exceeds $150,000 for that financial year, and (iii) each individual for whom disclosure would have been provided under (iv) but for the fact that the individual was not serving as an Executive Officer of the Company at the end of the most recently completed financial year ended of the Company.

“ Executive Officer ” is defined by the legislation to mean: (i) the chair, vice-chair or president of the Company, (ii) a vice-president of the Company in charge of a principal business unit, division or function including sales, finance or production, or (iii) an individual performing a policy-making function in respect of the Company.

Director and Named Executive Officer Compensation, Excluding Options and Compensation Securities

Securities legislation requires the disclosure of compensation received by each Named Executive Officer of the Company for the two (2) most recently completed financial years. The Company is currently a CPC and pursuant to Policy 2.4 of the TSXV, and until the Company completes a Qualifying Transaction, no compensation of any kind may be provided to the Company’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 Company pursuant to the Option Plan. As of the date hereof, none of the Company’s Named Executive Officers or directors have received any salary, share-based awards, non-equity incentive plan compensation, pension value or other compensation other than Option-based awards from the Company.

External Management Companies

The Company has no management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Company.

Stock Options and Other Compensation Securities

The following table provides information regarding all compensation securities granted or issued to each Named Executive Officer and director of the Company:

Name and position Type of compensation security	Number of Closing Price of security or underlying security
	compensation securities, number of underlying securities, and percentage of class Date of issue or grant Issue, conversion, or exercise price ($) Expiry Date On date of grant ($) At year end ($)
Murray Hinz Director, Corporate Secretary and Chief Financial Officer Stock Option Jeremy Ross Director and Chief Executive Officer Stock Option Stock Option	150,000(1) March 24, 2022 $0.10 $0.10 $0.05 March 24, 2027 150,000(1) March 24, 2022 $0.10 $0.10 $0.05 March 24, 2027 180,000(2) April 5, 2024 $0.10 $0.08 $0.05 April 5, 2029

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Name and position Type of compensation security	Number of Closing Price of security or underlying security
	compensation securities, number of underlying securities, and percentage of class Date of issue or grant Issue, conversion, or exercise price ($) Expiry Date On date of grant ($) At year end ($)
Michael Saliken Director Stock Option Michael Lang Director Stock Option	150,000(1) March 24, 2022 $0.10 $0.10 $0.05 March 24, 2027 150,000(1) March 24, 2022 $0.10 $0.10 $0.05 March 24, 2027

Notes:

(1) The Options were granted on March 24, 2022 in connection with the closing of the Company’s initial public offering. (2) The Options were granted on April 5, 2024 in connection with Mr. Ross’ appointment as the Chief Executive Officer of the Company.

No compensation securities were exercised by any director or Named Executive Officer during the financial year ended December 31, 2023.

Stock Option Plans and Other Incentive Plans

The Company has no other incentive plans other than the Option Plan. See “ Matters to be Considered at the Meeting – Approval of the Stock Option Plan ” in this Information Circular.

Employment, Consulting and Management Agreements

As at the Record Date, the Company did not have any plan, contract or arrangement, compensatory or otherwise: (i) regarding the employment of a Named Executive Officer, or (ii) whereby a Named Executive Officer is entitled to receive more than $100,000 (including periodic payments or instalments) in the event of the Named Executive Officer’s resignation, retirement or employment, a change of control of the Company, or a change in the Named Executive Officer’s responsibilities following a change in control of the Company.

Other than as provided for at common law, there is no agreement or arrangement that provides for payments to the Named Executive Officers at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in the Named Executive Officers’ responsibilities.

Oversight and Description of Director and Named Executive Officer Compensation

Pursuant to Policy 2.4 of the TSXV, and until the Company completes a Qualifying Transaction, no compensation of any kind may be provided to the Company’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 Company’s Option Plan.

Pension Disclosure

The Company does not have a pension plan or any other plan that provides for payments or benefits at, following or in connection with retirement and is not currently providing a pension to any directors of the Company or Named Executive Officers. The Company does not have a deferred compensation plan.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company’s equity compensation plans under which equity securities are authorized for issuance as at December 31, 2023, the end of the most recently completed financial year.

			Number of Securities
	Number of Securities to be	Weighted-Average	Remaining Available for
	Issued Upon Exercise of	Exercise Price of	Future Issuance Under
	Outstanding Options,	Outstanding Options,	Equity Compensation
Plan Category	Warrants and Rights	Warrants and Rights	Plans
Equity compensation plans
approved by the security	780,000(1)(2)	$0.10(1)(2)	0(1)(3)
holders
Equity compensation plans
not approved by security	N/A	N/A	N/A
holders
Total	780,000(1)(2)	N/A(1)(2)	0(1)(3)

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.

(2) An aggregate of 600,000 Options were granted on November 10, 2021 in connection with the closing of the Company’s initial public offering and an aggregate of 180,000 Options were granted on April 5, 2024 in connection with Mr. Ross’ appointment as the Chief Executive Officer of the Company.

• (3) The Company currently has 0 Options available for further issuance under the Option Plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee of the Company, or any proposed nominee director, or any of their respective associates or affiliates, is or has been at any time since the beginning of the last completed fiscal year, indebted to the Company or any of its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Company or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Company is not aware of any material interest, direct or indirect, of any “informed person” of the Company, any proposed director of the Company or any associate or affiliate, of any of the foregoing in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

For the purposes of the above, “informed person” means: (i) a director or executive officer of the Company; (ii) a director or executive officer of a company that is itself an informed person or subsidiary of the Company; (iii) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and (iv) the Company after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

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There are potential conflicts of interest to which all of the directors and officers of the Company may be subject in connection with the operations of the Company. All of the directors and officers are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the search by the Company for businesses or assets in order to close a Qualifying Transaction. Accordingly, situations may arise where all of the directors and officers will be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (British Columbia).

APPOINTMENT OF AUDITOR

Kenway Mack Slusarchuk Stewart LLP is the auditor of the Company and has been the auditor of the Company since 2021.

MANAGEMENT CONTRACTS

The Company has no management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Company.

CORPORATE GOVERNANCE DISCLOSURE

General

National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires the Company to disclose information about its corporate governance practices that they have adopted. This disclosure must be made in accordance with the corporate governance guidelines contained in National Policy 58-201 Corporate Governance Guidelines (“ NI 58-201 ”). NI 58-201 provides guidance on corporate governance practices. Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board is committed to sound corporate governance practices, which are both in the interest of the Shareholders and contribute to effective and efficient decision making.

The following information is provided in accordance with Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) under NI 58-101.

Board of Directors

The Board, which is responsible for supervising the management of the business and affairs of the Company, is currently comprised of four (4) directors. Following the Meeting, it is anticipated that there will be four (4) directors, of which Michael Lang is an independent director, as such term is defined in National Instrument 52-110 – Audit Committees (“ NI 52-110 ”).

The Board has not adopted any formal terms of reference or mandate for the Board other than a charter (“ Audit Committee Charter ”) for the audit committee of the Company (“ Audit Committee ”) which can be found under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

The Board has plenary power to manage and supervise the management of the business and affairs of the Company and to act in the best interest of the Company. The Board is responsible for the overall stewardship of the Company and approves all significant decisions that affect the Company before they are implemented. The Board also considers their implementation and reviews the results. The Board has the responsibility to participate with management in finding, and ultimately approving, the Company’s Qualifying Transaction.

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Directorships

Certain of the Company’s directors or nominee directors are currently directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director, Officer, or Promoter Murray Hinz Jeremy Ross Michael Saliken	Name of Reporting Issuer Volta Metals Ltd. (formerly Cashbox Ventures Ltd.) Stampede Drilling Inc. Huntsman Exploration Inc. District Mines Ltd. (formerly Catalina Gold Corp.) SKRR Exploration Inc. Friday's Dog Holdings Inc. Clear Gold Resources Inc. 1355379 B.C. Ltd. 1355381 B.C. Ltd. 1355384 B.C. Ltd. Reem Capital Corp.	Exchange CSE TSXV TSXV NEX TSXV TSXV NEX N/A N/A N/A TSXV	Position
			Director Director Director Director Director Director and Chief Executive Officer Director and Chief Executive Officer Director Director Director Director and Corporate Secretary

Orientation and Continuing Education of Board Members

The Company 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 Company.

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.

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Compensation of Directors and Officers

Other than Options granted pursuant to the Option Plan, the directors and officers of the Company are not currently compensated for acting in such capacities. See “ Executive Compensation ” in this Information Circular.

Other Board Committees

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

Assessment of Directors, the Board and Board Committees

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 Company is subject to NI 52-110, which prescribes certain requirements in relation to audit committees. The following information is provided in accordance with Form 52-110F2 – Disclosure by Venture Issuers under NI 52-110.

Audit Committee Charter

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting processes of the Company and annual external audits of the financial statements. The Audit Committee has formally set out its responsibilities and compensation requirements in fulfilling its oversight in relation to the Company’s internal accounting standards and practices, financial information, accounting systems and procedures.

Composition of the Audit Committee

The Audit Committee of the Board consists of Murray Hinz, Michael Saliken and Michael Lang. Murray Hinz acts as Chairman of the Audit Committee. Each member of the Audit Committee is “financially literate” with Michael Saliken and Michael Lang comprising its “independent” members, as such terms are defined in NI 52110.

Relevant Education and Experience of Audit Committee Members

Murray Hinz – Calgary, Alberta

Mr. Hinz is a Chartered Accountant with over 25 years of experience as a senior financial executive and consultant working with small and large, private and public companies in Canada, United States, South America, Caribbean and the United Kingdom. Currently, Mr. Hinz is the Senior VP Finance & Administration for Parvus Therapeutics Inc. Previously Mr. Hinz was CFO of CanElson Drilling, where during his tenure he oversaw the company’s exponential growth from 1 to over 1,000 employees who served customers in Canada, the United States, and Mexico. Earlier in his career, Mr. Hinz was employed by PriceWaterhouseCoopers in Canada and also Deloitte in the Cayman Islands providing business and financial advisory services including valuation, restructuring, liquidation and litigation support.

Michael Saliken – Calgary, Alberta

Mr. Saliken is a lawyer and a partner at Borden Ladner Gervais LLP, where he focused his practice on securities and corporate finance, mergers and acquisitions, corporate governance, continuous disclosure matters and stock exchange requirements. Mr. Saliken received a Bachelor of Commerce degree from the Haskayne School of

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Business at the University of Calgary in 2005 and a Bachelor of Laws degree from the University of Alberta in 2008.

Michael Lang – Calgary, Alberta

Mr. Lang is the Chairman of Stonebridge Equity Partners, which makes equity investments in private companies. He is also the Chairman of Aventrock Ventures. He previously served as Chairman and member of the audit committee and compensation committee for AgJunction. Mr. Lang has also served as Vice-Chairman and Chief Financial Officer of Beau Canada Exploration Ltd., a company he co-founded, which was a TSX-listed issuer. Mr. Lang holds a Bachelor of Science and a Master of Business Administration degree from the University of Alberta.

Audit Committee Oversight

At no time since the commencement of the Company’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

As a venture issuer, the Company is exempt from the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) 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 Company.

External Auditor Service Fees (By Category)

The aggregate fees paid by the Company to the external auditors of the Company for the last two financial years for audit fees are described below.

Financial Period Financial Year Ended December 31, 2022 Financial Year Ended December 31, 2023	Audit Fees(1) $3,000 $3,000	Audit Related Fees(2) Nil Nil	Tax Fees(3) $1,000 $1,000	All Other Fees(4)
				Nil Nil

Notes:

(1) The aggregate fees billed for audit services.

(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s Financial Statements and are not disclosed in the “Audit Fees” column.

(3) The aggregate fees billed for tax compliance, tax advice, and tax planning services.

(4) The aggregate fees billed for professional services other than those listed in the other three columns.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company’s profile on the SEDAR+ website at www.sedarplus.ca. Financial information in respect of the Company and its affairs is provided in the Company’s Financial Statements. Copies of the Company’s Financial Statements and related management’s discussion and analysis are available on SEDAR+ at www.sedarplus.ca and will be sent by the Company to any Shareholder upon request

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