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CULT

FOOD

SCIENCE

MANAGEMENT INFORMATION CIRCULAR

AND

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on

August 5, 2025

at 11:00 AM (Pacific time)

by teleconference, at 1-605-313-5565, Access Code: 3692317

Dated: June 19, 2025

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CULT FOOD SCIENCE

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN THAT an annual general and special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of CULT Food Science Corp. (the “Company”) will be held via teleconference, at 1-605-313-5565, Access Code: 3692317, on Tuesday, August 5, 2025 at 11:00 a.m. (Vancouver time) for the following purposes:

to receive the Company’s audited financial statements for the fiscal years ended December 31, 2024 and 2023;
to fix the number of directors at three (3)
to elect directors of the Company to holder office until the next annual meeting of Shareholders;
to appoint the auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
to consider and, if thought advisable, to pass, with or without variation, a special resolution authorizing the Company to consolidate its issued and outstanding common shares on the basis of fifty (50) pre-consolidation common shares for one (1) post-consolidation common share, or such lesser ratio as may be determined by Board in its sole discretion and as may be permitted by applicable regulatory authorities;
to consider and, if deemed advisable, to pass an ordinary resolution approving the renewal of the Company’s 2021 Stock Option Plan and 2021 Restricted Share Unit Plan, and
to transact such further or other business as may properly come before the Meeting or any adjournment(s) thereof.

The Company’s board of directors (the “Board”) has fixed June 19, 2025 as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to receive such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the “Notice-and-Access Provisions”) for the Meeting. The Notice-and- Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Information Circular, the Company’s 2024 audited financial statements and the related management’s discussion and analysis, and any additional materials (collectively, the “Meeting Materials”) online. Shareholders will still receive this Notice of Meeting, a form of proxy and request for financial information form and may choose to receive a paper copy of the Meeting Materials.

The Company will not use the procedure known as ‘stratification’ in relation to the use of Notice and Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and- Access Provisions, which will not include a paper copy of the Meeting Materials.

PLEASE REVIEW THE INFORMATION CIRCULAR CAREFULLY IN FULL PRIOR TO VOTING IN RELATION TO THE RESOLUTIONS BEING PRESENTED, AS THE INFORMATION CIRCULAR HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION ON THE MATTERS. THE INFORMATION CIRCULAR IS AVAILABLE AT HTTPS://WWW.EPROXY.CA/CULTFOOD/2025AGSM/ AND UNDER THE COMPANY’S PROFILE ON SEDAR+ AT WWW.SEDARPLUS.CA ANY SHAREHOLDER WHO WISHES TO RECEIVE A PAPER COPY ON THE MEETING MATERIALS (INCLUDING THE INFORMATION CIRCULAR) SHOULD CONTRACT THE TRUST COMPANY BY EMAIL TO: [email protected] OR BY CALLING TOLL-FREE AT 1-888-787-0888.

ALSO USE THE TOLL-FREE NUMBER NOTED ABOVE TO OBTAIN ADDITIONAL INFORMATION ABOUT THE NOTICE-AND-ACCESS PROVISIONS.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, by mail, or by fax at 604-559-8908, or by email at [email protected], no later than 10:00 a.m. on Thursday, July 31, 2025 or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

If you are a non-registered Shareholder and received this notice (“Notice”) of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1-605-313-5565, Access Code: 3692317.

Dated at Vancouver, British Columbia, this 19th day of June, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

Signed: “Steve Vanry”

Steve Vanry
Chief Financial Officer and Director

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CULT FOOD SCIENCE

INFORMATION CIRCULAR

This Information Circular (the "Circular") accompanies the Notice of the annual general and special meeting (the "Meeting") of the Shareholders of CULT Food Science Corp. (the "Company"), and is furnished to Shareholders holding shares of the Company (the "Shares"), in connection with the solicitation by the Company's management of proxies to be voted at the Meeting to be held virtually at 11:00 am on Thursday, June 20, 2024 via teleconference, dial toll free at 1-605-313-5565, Access Code: 3692317 or at any adjournment or postponement thereof.

Unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Glossary of Terms in this Circular.

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The date of this Circular is June 19, 2025. Unless otherwise stated, all amounts herein are in Canadian dollars. The following documents filed by the Company on SEDAR+ at www.sedarplus.ca are specifically incorporated by reference into, and form an integral part of, this Circular: the audited consolidated financial statements of the Company and the related notes thereto, for the financial years ended December 31, 2024; the report of the Company's auditor thereon; and management's discussion and analysis related to the above financial statements.

No person has been authorized to give any information or to make any representation in connection with any matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisers in connection therewith.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish the proxy-related materials to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the

Company. No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies.

If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

The Company has arranged for intermediaries to forward the Meeting materials to beneficial owners of Shares (the “Beneficial Shareholders”) held of record by those intermediaries. The Company has distributed or made available for distribution, copies of the Notice, this Circular and form of proxy to clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the “Intermediaries”) for distribution to Beneficial Shareholders held of record by those Intermediaries. Such Intermediaries are required to forward such documents to the Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. The solicitation of proxies from Beneficial Shareholders will be carried out by the Intermediaries or by the Company if the names and addresses of the Beneficial Shareholders are provided by Intermediaries. The Company will pay the permitted fees and costs of the Intermediaries for reasonable fees and disbursements incurred in connection with the distribution of these materials.

The Company does not intend to pay for Intermediaries to forward to objecting Beneficial Shareholders under NI 54-101 the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary. An objecting Beneficial Shareholder will not receive such materials unless the objecting Beneficial Shareholder’s Intermediary assumes the cost of delivery.

These proxy-related materials are being sent to both registered and non-registered Shareholders. If you are a non-registered Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. On a show of hands, every Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of June 19, 2025 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting. The list of Registered Shareholders is available for inspection during normal business hours at the offices of Endeavor Trust Corporation (“Endeavor Trust”) and will be available at the Meeting.

The persons named as proxyholders (the “Designated Persons”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company’s registrar and transfer agent, Endeavor Trust Corporation at their offices located at 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, by mail, or by fax at 604-559-8908, or by email at [email protected], no later than 11:00 am on Thursday, July 31, 2025 or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them. In the absence of such direction, such shares will be voted in the discretion of the person named in the proxy. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this information circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Revocation of Proxy

A Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney-in-fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last Business Day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

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Also, a proxy will automatically be revoked by either: (a) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (b) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the vote on that matter accordingly. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE NOMINEES OF THE BOARD FOR DIRECTORS AND AUDITOR.

The enclosed form of proxy confers discretionary authority upon the Designated Persons with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those Shareholders who do not hold shares in their own name. Beneficial Shareholders who do not hold their shares in their own name should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting.

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder's name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting. The Company does not have access to names of Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the Registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. Beneficial Shareholders are requested to complete and return the voting instructions to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge's dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. 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 Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have its Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for a Registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the instrument of proxy

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provided to them and return the proxy well in advance of the Meeting to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent).

Alternatively, a Beneficial Shareholder may request in writing that his, her or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend the Meeting and vote his, her or its Shares.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value. As of the record date, determined by the Board to be the close of business on June 19, 2025, a total of 94,094,580 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only Registered Shareholders as of the record date, June 19, 2025, are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares of the Company.

AUDITED FINANCIAL STATEMENTS

The Company’s audited financial statements for the fiscal period ended December 31, 2024 and 2023, and the report of the auditors on those statements will be placed before the Meeting. Receipt at the Meeting of the audited financial statements of the Company will not constitute approval or disapproval of any matters referred to in those statements. No vote will be taken on the audited financial statements. These audited financial statements are available at www.sedarplus.ca.

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, both of the Canadian Securities Administrators, a person or corporation who in the future wishes to receive annual and interim financial statements from the Company must deliver a written request for such material to the Company. Shareholders who wish to receive annual and interim financial statements are encouraged to complete the appropriate section on the Request form attached to this Circular and send it to the transfer agent, Endeavor Trust Corporation.

NUMBER OF DIRECTORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at three (3). The number of directors will be approved if the affirmative vote of the majority of Shares present or represented by proxy at the Meeting and entitled to vote, are voted in favour to set the number of directors at three (3).

Management recommends the approval of the resolution to set the number of directors of the Company at three (3).

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. Management of the Company proposes to nominate the persons listed below for election as directors to hold office until the next annual meeting or until their successors are elected or appointed, unless his office is earlier vacated in accordance with the Business Corporations Act (Ontario) (the “OCA”) and the Articles.

All of the nominees are currently members of the Board and have been since the dates indicated below. Management does not contemplate that any of the nominees will be unable to serve as a director. However, if a nominee should be unable to so serve for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion if they are permitted to do so by applicable law. The persons named in the enclosed form of proxy intend to vote FOR the election of all of the nominees whose names are set forth below unless otherwise instructed to withhold from voting thereon on a properly executed and validly deposited proxy.

The following table sets forth certain information concerning management’s nominees for election as directors, including the approximate number of Shares beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction.

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Name, Province, Country of Residence & Position(s)	Principal Occupation Business or Employment for Last Five Years	Served as director of the Company since	Number of Shares Owned (1)
Kirill Kompaniyets (2)
Ontario, Canada
Director	Lawyer, Recruiter, and Business Owner	August 12, 2021	Nil
Steven Vanry (2)
British Columbia, Canada
Chief Financial Officer and Director	See “Details of Directors Not Previously Elected by a Shareholder” below	February 25, 2025	500,000
Naveen Varshney (2)
British Columbia, Canada
Proposed Director	See “Details of Directors Not Previously Elected by a Shareholder” below	N/A	Nil

Notes:
(1) Shares beneficially directly or indirectly owned or over which control or direction is exercised, at the date of this Circular, based upon information furnished to the Company by the individual directors. These numbers do not include outstanding stock options or warrants available for exercise.
(2) Member of the Audit Committee.

As at the date of this Circular, the Company’s directors, beneficially owned, directly and indirectly, or exercised control or direction over 500,000 Common Shares.

Details of Directors Not Previously Elected by a Shareholder Vote

Mr. Steven Vanry

Mr. Vanry was appointed as a director and Chief Financial Officer of the Company on February 25, 2025. Mr. Vanry has 25-years professional experience in senior management positions with public and private companies, providing expertise in capital markets, strategic planning, corporate finance, mergers and acquisitions, regulatory compliance, accounting and financial reporting. His breadth of experience spans various industries, including mining, oil and gas, renewable energy, high-technology and manufacturing. Mr. Vanry regularly acts in the role of Chief Financial Officer, audit chair or advisor for early-stage growth companies. He holds the right to use the Chartered Finance Analyst (CFA) and Canadian Investment Manager (CIM) designations and is a member of the CFA Institute and the Vancouver Society of Financial Analysts.

Mr. Naveen Varshney

Mr. Navin Varshney brings a wealth of experience to the Cult board, with a distinguished four-decade career in capital markets and mineral exploration. His leadership roles as President, CEO, and CFO across multiple TSX-listed issuers have honed his strategic vision and comprehensive understanding of the resource sector. Mr. Varshney’s extensive board experience with numerous public companies further enhances his ability to guide Formation Metals growth strategy and governance. Specializing in developing, structuring, and financing venture capital companies, particularly in the mining and technology sectors, Mr. Varshney has demonstrated exceptional financial acumen. His track record includes raising over $30 million in the past decade for public and private ventures, showcasing his ability to secure critical funding for exploration and development projects. This expertise aligns perfectly with Formation Metals’ mission to unlock the full potential of its project portfolio. Mr. Varshney’s recent success with Usha Resources, where he played a key role in negotiating the sale of an asset for US$26 million, underscores his ability to identify, develop, and monetize high-value opportunities. His deep expertise in analyzing and speculating in the metals, mining, and technology sectors provides Formation Metals with a significant competitive edge. As a key board member, Mr. Varshney’s insights into market trends and extensive industry network position the company to capitalize on emerging opportunities and navigate the complex landscape of resource development.

Management recommends the approval of each of the nominees listed above for election as a director of the Company for the ensuing year.

Cease Trade Orders and Conflicts of Interest

To the knowledge of the Company, as of the date hereof, no Nominee is, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to a cease trade order or similar order or an order that denied the corporation access to any statutory exemptions for a period of more than 30 consecutive days (an “Order”), which was issued while the proposed director or executive officer was acting in the capacity as director, CEO or CFO; or

(b) was subject to an Order that was issued after the director or executive officer 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, CEO or CFO,

except for Mr. Steven Vanry, a director and the Chief Financial Officer of the Company. Mr. Vanry was formerly the Chief Financial Officer of Pacific Rim Cobalt Corp., which was granted a management cease trade order (“MCTO”) in May 2019 in connection with the delay in filing its annual financial statements and management’s discussion and analysis. The MCTO was lifted prior to the expiry of the extended filing deadline. Mr. Vanry also served as Chief Financial Officer of Wedgemount Resources Corp., which was granted an MCTO in November 2024 for the delayed filing of its financial statements and MD&A this MCTO was also lifted prior to the expiry of the extended filing deadline.

To the Company’s knowledge, the Company’s other two directors have not, within the last 10 years, been subject to any such Orders.

The directors are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter.

To the best of the Company’s knowledge, and other than disclosed herein, there are no known existing or potential conflicts of interest among the Company, its promoters, directors and officers or other members of management of the Company or of any proposed promoter, director, officer or other member of management as a result of their outside business interests, except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Company and their duties as a director or officer of such other companies. All related party transactions during each reporting period are detailed in the Company’s Management Discussion & Analysis for the fiscal year ended December 31, 2024.

Bankruptcies

To the best of the Company’s knowledge, no proposed director of the Company is, or within ten (10) years before the date of this Circular, has been a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 made a proposal under any legislation relating to bankruptcies or insolvency.

Personal Bankruptcies

To the best of the Company’s knowledge, no proposed director of the Company has, within ten (10) years before the date of this 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 best of the Company’s knowledge, no proposed director has been subject to, or entered into a settlement agreement resulting from:

(a) a court order relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

“CEO” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

“NEO” or “named executive officer” means each of the following individuals:

(a) a CEO;
(b) a CFO;

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(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of National Instrument 51-102, for that financial year; and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year;

“option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

“plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock; and

“underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

Named Executive Officer and Director Compensation Table

During the financial year ended December 31, 2024, the Company had two NEOs, being Mr. Mitchell Scott, the Company’s CEO, and Mr. Francis Rowe, the former CFO.

Effective February 25, 2025, Mr. Francis Rowe resigned as Director and CFO of the Company, and Mr. Steven Vanry was appointed as the Company’s new CFO on the same date.

The following table summarizes the compensation paid to the directors and NEOs of the Company for the last two completed financial years:

Table of compensation excluding compensation securities
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of prerequisites ($)	Value of all other compensation ($)	Total compensation ($)
Mitchell Scott
Chief Executive Officer (1)	2024
2023	130,688
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	130,688
Nil
Dorian Banks
Director, former Chief Executive Officer (3)(4)	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
24,037	Nil
24,037
Francis Rowe
Former Director, Former Chief Financial Officer (5)(6)	2024
2023	117,283
90,300	Nil
Nil	Nil
Nil	Nil
Nil	Nil
24,037	117,283
114,337
Kirill Kompaniyets
Director (3)(7)	2024
2023	12,000
12,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	12,000
12,000
Lejjy Gafour
Former Chief Executive Officer (2)	2024
2023	N/A
89,875	N/A
Nil	N/A
Nil	N/A
Nil	N/A
Nil	N/A
89,875
Patrick O’Flaherty
Former Director (8)	2024
2023	N/A
11,025	N/A
Nil	N/A
Nil	N/A
Nil	N/A
Nil	N/A
11,025

(1) Mr. Mitchell Scott was appointed CEO on November 1, 2023.
(2) Mr. Lejjy Gafour was appointed CEO on April 20, 2022 and resigned as CEO on November 1, 2023.
(3) Mr. Dorian Banks, Mr. Kirill Kompaniyets and Mr. Steven Vanry are the members of the Audit Committee.

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(4) Mr. Dorian Banks was appointed a Director and CEO on August 3, 2021 and resigned as CEO on April 20, 2022. He still serves as a Director.
(5) Mr. Francis Rowe was appointed a Director and CFO on July 28, 2021 and resigned from both roles on February 25, 2025. Mr. Francis Rowe's compensation was paid through his consulting company, Greenpark Ventures Ltd. The Company does not allocate compensation separately between Mr. Rowe's roles as Director and CFO, as services were provided under the Rowe Agreement, defined under "Employment, Consulting and Management Agreements – The Rowe Agreement".
(6) Effective February 25, 2025, Mr. Francis Rowe resigned as Director and CFO of the Company, and Mr. Steven Vanry was appointed as the Company's new CFO on the same date.
(7) Mr. Kirill Kompaniyets was appointed a director on August 12, 2021.
(8) Mr. Patrick O'Flaherty was appointed a director on October 8, 2021 and resigned on June 12, 2023.

Other than as set forth in the foregoing table, the named executive officers and directors have not received, during the most recently completed financial year, compensation pursuant to any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments, any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors, or any arrangement for the compensation of directors for services as consultants or experts.

External Management Companies

The Company has not entered into any understanding, arrangement or agreement with any external management companies.

Stock Options and Other Compensation Securities

The below table discloses all compensation securities granted or issued to each director and named executive officer by the company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries.

The below table, discloses all compensation securities granted or issued to each director and named executive officer by the company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries.

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Mitchell Scott
Chief Executive Officer	Restricted share units	750,000(3)
0.0095%	April 8, 2024	N/A	0.045(2)	0.05(2)	N/A
Dorian Banks
Director, former Chief Executive Officer	Restricted share units	160,000(4)
0.002%	April 8, 2024	N/A	0.045(2)	0.05(2)	N/A
Francis Rowe
Former Director, Former Chief Financial Officer	Restricted share units	450,000(5)
0.0057%	April 8, 2024	N/A	0.045(2)	0.05(2)	N/A
	Restricted share units	500,000(6)
0.0064%	October 23, 2024	N/A	0.05(2)	0.05(2)	N/A
Kirill Kompaniyets
Director	N/A	N/A(7)	N/A	N/A	N/A	N/A	N/A
Lejjy Gafour
Former Chief Executive Officer	N/A	N/A(8)	N/A	N/A	N/A	N/A	N/A
Patrick O'Flaherty
Former Director	N/A	N/A(9)	N/A	N/A	N/A	N/A	N/A

(1) As of December 31, 2024, there were 78,612,970 common shares issued and outstanding. 12,360,000 Restricted Shares Units were awarded during the financial year ended December 31, 2024. For the financial year ended December 31, 2024, RSUs were the only compensation security that was issued by the Company to the named individuals in the table.
(2) Reflects the closing price per Common Share (into which each RSU may be exercised) on the Canadian Securities Exchange on the relevant date.
(3) RSUs issued vested on the date of grant. As of December 31, 2024, Mr. Mitchell Scott held nil RSUs.
(4) RSUs issued vested on the date of grant. As of December 31, 2024, Mr. Dorian Banks held nil RSUs, 12,500 stock options, previously granted on August 30, 2021, exercisable at $0.40 as well as 125,000 stock options, previously granted on August 30, 2022, exercisable at $0.20.
(5) RSUs issued vested on the date of grant.
(6) RSUs issued vested in three tracheas, with one-third (1/3) vesting every two (2) months starting on the date of grant. As of December 31, 2024, Mr. Francis Rowe held 500,000 RSUs, and beneficial ownership of: (1) 12,500 stock options, previously granted on August 30, 2021, exercisable at $0.40 and (2) 125,000 stock options, previously granted on August 30, 2022, exercisable at $0.20.
(7) Mr. Kirill Kompaniyets was not granted any compensation securities in the year ended December 31, 2024. As of December 31, 2024, Mr. Kompaniyets held 25,000 stock options, previously granted on October 8, 2021, exercisable at $1.00 as well as 125,000 stock options, previously granted on August 30, 2022, exercisable at $0.20.
(8) Mr. Lejjy Gafour was not granted any compensation securities in the year ended December 31, 2024.
(9) Mr. Patrick O'Flaherty was not granted any compensation securities in the year ended December 31, 2024.

Exercise of Compensation Securities by Directors and NEOs

The following table discloses all compensation securities exercised by each director and NEO of the Company in the most recent financial year, being the financial year ended December 31, 2024.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Mitchell Scott
Chief Executive Officer	Restricted share units	1,000,000	N/A	October 10, 2024	0.055^{(1)}	N/A	55,000
Dorian Banks
Director, former Chief Executive Officer	Restricted share units	160,000	N/A	August 19, 2024	0.105^{(1)}	N/A	16,800
Francis Rowe
Former Director, Former Chief Financial Officer	Restricted share units	450,000	N/A	July 8, 2024	0.32^{(1)}	N/A	144,000

(1) Reflects the closing price per Common Share on the Canadian Securities Exchange on the relevant date.

Stock Option Plans and Other Incentive Plans

On March 12, 2021, the Board of Directors approved a restricted share unit plan (the "RSU Plan") and a 20% rolling stock option plan (the "Stock Option Plan") (and together with the RSU Plan, the "Plans") to grant restricted share units ("RSU's") and incentive stock options ("Options") to directors, officers, key employees and consultants of the Company. Pursuant to the Plans, the Company may reserve up to a maximum of 20% of the issued and outstanding common shares of the Company at the time of grant pursuant to awards granted under the Plans.

Under CSE Policy, within three (3) years after institution and within every three (3) years thereafter, a Listed Issuer must obtain security holder approval for an evergreen plan (also known as a rolling plan) in order to continue to grant awards. In the case of the Company, the last shareholders approved of the Plans was on June 15, 2023 and therefore will need to seek shareholder approval on or before June 15, 2026.

The Stock Option Plan

The Company adopted the Stock Option Plan, effective March 12, 2021, which provides for the granting of options to acquire common shares of the Company to eligible directors, officers, employees, consultants, and management company employees, as a means of providing long-term incentive-based compensation. The purpose of the Stock Option Plan is to attract, retain, and motivate qualified individuals and to align their interests with those of shareholders by enabling such individuals to participate in the long-term growth and success of the Company.

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The Stock Option Plan is a 20% rolling plan under which the maximum number of shares that may be reserved for issuance at any time, together with any other equity compensation arrangements of the Company, shall not exceed 20% of the issued and outstanding common shares. The number of options awarded to any one individual within a 12-month period is limited to 5% of the issued and outstanding shares. Additional limitations include a 2% cap within a 12-month period for any one consultant and for all employees engaged in investor relations activities.

The Board of Directors, in its sole discretion, determines which eligible individuals will be granted options, the number of options to be granted, and the exercise price, subject to compliance with applicable securities laws and stock exchange policies. The exercise price for options must not be less than the closing price of the Company’s shares on the Canadian Securities Exchange on the trading day immediately preceding the grant date, less any discount permitted by the exchange. Options may not be transferred or assigned, except in the case of the personal representative of a deceased or incapacitated option holder.

Options granted under the Stock Option Plan may have a term of up to ten (10) years from the date of grant, subject to earlier termination in certain cases. If an option holder ceases to be an eligible person for reasons other than death, the option generally expires thirty (30) days thereafter, unless terminated earlier in accordance with the terms of the plan. In the event of death, the option may be exercised by the personal representative of the deceased within twelve (12) months, subject to earlier expiry for investor relations personnel.

Vesting conditions may be imposed at the discretion of the Board. The Board retains the authority to accelerate or waive vesting conditions, including upon the occurrence of a formal take-over bid, in which case all unvested options will become immediately exercisable.

The Stock Option Plan is administered by the Board or its authorized delegate and may be amended by the Board at any time, subject to regulatory and shareholder approval where required. The Board may terminate the Stock Option Plan at any time, provided that such termination does not adversely affect the rights of existing option holders without their consent.

The RSU Plan

The Company adopted the RSU Plan, effective as of March 12, 2021, to provide equity-based compensation to eligible participants and to align their interests with those of shareholders. The RSU Plan is intended to assist the Company in attracting and retaining qualified individuals by providing an incentive for long-term service and performance through the issuance of common shares.

Under the RSU Plan, RSUs may be granted to eligible participants, including employees, officers, directors, consultants, and management company employees of the Company or its related entities. The RSUs vest in accordance with the terms specified in individual award notices, which are determined by the Board of Directors or a designated committee. Once vested, RSUs entitle the holder to receive one fully paid and non-assessable common share of the Company per RSU, net of any applicable withholding taxes, upon the delivery of a Trigger Notice. Fractional shares are not issued and are instead settled in cash. Vested RSUs must be settled on or before the earlier of five years from the vesting date or ten years from the grant date (the “Expiry Date”), failing which they are cancelled without compensation.

The aggregate number of common shares that may be reserved for issuance under the RSU Plan, together with all other equity compensation arrangements of the Company, shall not exceed 20% of the issued and outstanding common shares of the Company at the time of grant. In addition, the RSU Plan imposes limits on insider participation, such that the number of shares issuable to insiders under all equity compensation arrangements cannot exceed 10% of the outstanding shares at any time, nor may more than 10% be issued to insiders within any one (1) year period.

The RSU Plan also contains provisions addressing termination of employment or service. In the event of death or total disability, the Board may, in its discretion, accelerate the vesting of any unvested RSUs and extend the Expiry Date to a maximum of one year from the date of such event. If a participant ceases to be an eligible person for reasons other than death or disability, the RSUs must be settled within one year of the date of such cessation or by the original Expiry Date, whichever is earlier, subject to the Board’s discretion to accelerate vesting. RSUs held by participants who are terminated for cause are immediately forfeited.

The RSU Plan is administered by the Board of Directors or a committee thereof, which has full authority to interpret and implement the Plan and to make all necessary determinations in connection therewith. All RSUs are non-transferable and may not be assigned, pledged, or encumbered. Until such time as shares are issued in settlement of vested RSUs, participants do not hold any shareholder rights in respect of the RSUs, including voting or dividend rights.

Employment, Consulting and Management Agreements

The Company has entered into various consulting, and management agreements, both written and verbal, with its directors, NEOs, and service providers. The following summarizes the material terms of these agreements, including compensation structure, termination provisions, and any applicable change of control or severance entitlements.

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The Banks Agreement

Mr. Dorian Banks was appointed as a Director and Chief Executive Officer of the Company on August 3, 2021, and resigned as Chief Executive Officer on April 20, 2022. He continues to serve as a Director of the Company. Mr. Banks has a verbal agreement with the Company under which he does not receive cash compensation for his services as a Director (the “Banks Agreement”). However, from time to time, Mr. Banks received equity-based incentives, including RSUs, as approved by the Board in recognition of his strategic contributions to the Company.

There is no formal written agreement in place outlining provisions for change of control, severance, or termination. As a result, no contractual incremental payments would be triggered under such circumstances. All compensation decisions relating to Mr. Banks are made at the discretion of the Board, based on the Company's corporate performance and objectives.

Mr. Banks is considered a related party of the Company by virtue of his current role as a Director and his former role as a NEO.

The Kompaniyets Agreement

Mr. Kirill Kompaniyets, who has served as a Director of the Company since August 12, 2021, provides advisory and support services to the Company under an unwritten (verbal) consulting arrangement (the “Kompaniyets Agreement”). Pursuant to the Kompaniyets Agreement, Mr. Kompaniyets receives compensation of $1,000 per month plus GST. In addition to the monthly payments, Mr. Kompaniyets has received RSUs from time to time as approved by the Board, in recognition of his contributions and continued involvement with the Company.

There is no written agreement in place that outlines specific provisions relating to change of control, severance, termination, or constructive dismissal. As such, no incremental payments would be contractually triggered in such scenarios. All compensation arrangements with Mr. Kompaniyets are determined at the discretion of the Board based on the Company’s performance and strategic needs.

Mr. Kompaniyets is considered a related party of the Company due to his role as a director.

The 2023 Scott Agreement and 2024 Scott Agreement

Mr. Mitchell Scott, who currently serves as the CEO of the Company, has provided executive services under two consecutive written consulting agreements.

From November 1, 2023, until June 30, 2024, Mr. Scott served as CEO pursuant to a management consulting agreement with the Company (the “2023 Scott Agreement”). Under this agreement, Mr. Scott acted as an independent contractor and was compensated at a monthly rate of $12,500 plus applicable GST. The agreement had an initial term of two (2) months and was automatically renewable for successive one (1) month periods unless terminated by either party. Mr. Scott was eligible to receive performance-based bonuses, 250,000 RSUs, and such other equity compensation as may have been granted at the discretion of the Board. The agreement could be terminated by either party with thirty (30) days’ notice or immediately by the Company for just cause. Upon termination, Mr. Scott would be entitled to unpaid fees and pre-approved reimbursable expenses up to the date of termination, with no additional severance or termination benefits unless otherwise agreed in writing.

Effective July 1, 2024, the Company entered into a new consulting agreement with Mr. Mitchell Scott (the “2024 Scott Agreement”). Under this new agreement, Mr. Scott provides executive services to the Company, continuing in the role of CEO. The agreement provides for monthly consulting fees of $15,000 plus GST, as well as reimbursement of reasonable business expenses. Mr. Scott remains eligible for bonuses and equity-based incentives, including RSUs and stock options, as determined by the Board. The 2024 Scott Agreement includes provisions for termination by either party with thirty (30) days’ notice and does not include any contractual change of control or severance entitlements beyond fees earned up to the date of termination.

Mr. Scott is considered a related party of the Company by virtue of his position as CEO and NEO.

The Rowe Agreement

Mr. Francis Rowe, who served as a Director and Chief Financial Officer of the Company from July 28, 2021, until his resignation on February 25, 2025, had an unwritten (verbal) consulting arrangement with the Company (the “Rowe Agreement”). Under the Rowe Agreement, Mr. Rowe provided executive financial and administrative services through his private company, Greenpark Ventures Ltd., for which he was compensated at a rate of $8,000 per month plus GST. In addition to monthly consulting fees, Mr. Rowe also received equity-based incentives directly in his personal capacity, including RSUs, as approved by the Board from time to time.

There was no formal written agreement governing change of control, severance, or termination provisions. Accordingly, there were no contractual obligations for incremental payments triggered by termination, resignation, or a change of control. All payments made to

Mr. Rowe were at the discretion of the Board and were aligned with the Company’s operational and financial performance during the period of his service.

Mr. Rowe was considered a related party of the Company by virtue of having served as both a Director and NEO during the period in which services were rendered.

Effective February 25, 2025, Mr. Francis Rowe resigned as Director and CFO of the Company, and Mr. Steven Vanry was appointed as the Company’s new CFO on the same date.

The De Novo Agreement

The Company entered into a management and corporate services agreement with De Novo Accounting Group (formerly Partum Advisory Services Corp.) (“De Novo”) dated March 1, 2023 (the “De Novo Agreement”), pursuant to which De Novo provided corporate, accounting, and administrative services to the Company. Under the terms of the agreement, De Novo was compensated a total monthly fee of $10,000 plus applicable taxes as well as reimbursement for all reasonable out-of-pocket expenses incurred on behalf of the Company.

The De Novo Agreement had an initial term of twelve (12) months and was subject to automatic renewal for successive twelve (12) month terms unless either party provided thirty (30) days’ prior written notice of non-renewal. The agreement could also be terminated by the Company for cause, by mutual written consent, or by either party with thirty (30) days’ written notice. In the event of a take-over or change of control of the Company resulting in the termination of De Novo’s services, De Novo was entitled to receive a lump sum payment equal to six (6) months of fees, payable on the day following the termination date.

There is no known relationship between De Novo or any of its principals and any director or named executive officer of the Company. The Company terminated De Novo’s services effective at the end of April 2024.

Oversight and Description of Named Executive Officer and Director Compensation

The Board of Directors is responsible for overseeing the Company’s executive compensation matters. Compensation decisions for the Company’s executive officers, including NEOs, are made collectively by the Board following discussions at board meetings. At this time, the Company does not have a formal compensation committee or a structured compensation program with pre-established performance goals. Instead, the Board considers each executive’s individual performance, the Company’s financial position and ability to pay compensation, and the overall results of operations for the applicable period when determining appropriate compensation levels.

Executive compensation currently consists primarily of base fees or salaries. These amounts are intended to provide both current compensation and a short-term incentive for NEOs to contribute to the Company’s operational goals while remaining aligned with industry compensation benchmarks. Base fees or salaries are set based on job responsibilities, as well as the skills, experience, and capabilities demonstrated by the individual executive.

The Company’s approach to executive compensation is guided by the following objectives:

To support the Company’s overall business strategy and objectives;
To provide compensation that is competitive with market standards and substantially performance-based;
To incentivize and retain highly skilled and talented individuals who can contribute to superior corporate performance; and
To align executive compensation with the Company’s corporate performance and, ultimately, with shareholder interests.

Although the Company does not currently implement formal long-term incentive plans or equity-based compensation on a structured basis, it may, from time to time, grant stock options or restricted share units to executive officers as additional performance incentives, subject to board approval and in accordance with applicable securities regulations and stock exchange policies.

Pension Disclosure

As at the year ended December 31, 2024 and to the date of this Statement of Executive Compensation, the Company did not maintain any defined benefit plans, defined contribution plans or deferred compensation plans for its NEOs, directors or officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth, as of the financial year ended December 31, 2024, the number of securities to be issued upon the exercise of outstanding stock options and other compensation arrangements, the weighted-average exercise price of such securities, and the number of securities remaining available for future issuance under equity compensation plans approved by shareholders.

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders(1)	58,392,300	$0.2143	13,581,416
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	58,392,300	$0.2143	13,581,416

(1) Represents securities issuable under the Company’s 2021 Stock Option Plan and 2021 Restricted Share Unit Plan, both of which were most recently approved by shareholders on June 15, 2023. Shareholder re-approval of these plans is being sought at the Meeting.

A description of the material terms and features of the 2021 Stock Option Plan and the 2021 RSU Plan is provided under the heading “Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans” within this Circular.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is, or at any time during the two most recently completed financial years was, a director or executive officer of the Company, a proposed nominee for election as a director of the Company, or an associate of any of the foregoing individuals, has been indebted to the Company at any time since the commencement of the Company’s last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Circular, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both carrying more than ten percent of the voting rights attached to the outstanding Shares (an “Insider”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, 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, except with an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all Shareholders.

AUDIT COMMITTEE DISCLOSURE

The Company is required to have not less than three directors on the audit committee, a majority of whom may not be officers, control persons or employees of the Company.

Audit Committee Charter

The text of the audit committee’s charter is attached as Schedule “A” to this Circular.

Composition of the Audit Committee

The Company’s current Audit Committee consists of Steven Vanry, Kirill Kompaniyets and Naveen Varshney.

National Instrument 52-110 Audit Committees, (“NI 52-110”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment. Steven Vanry, the Company’s Chief Financial Officer, is not considered “independent” within the meaning of NI 52-110 by virtue of his executive position. The other two members of the audit committee, Kirill Kompaniyets and Naveen Varshney are considered “independent” within the meaning of NI 52-110.

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NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All of the members of the Company’s audit committee are financially literate as that term is defined. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

Relevant Education and Experience

Each member of the Issuer’s Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Issuer to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Issuer’s financial statements or experience actively supervising individuals engaged in such activities; and

(d) an understanding of internal controls and procedures for financial reporting.

In addition to each member’s general business experience, the education and experience of each member that is relevant to the performance of his responsibilities as a member of the Audit Committee is as follows:

Kirill Kompaniyets

Mr. Kompaniyets is a lawyer, recruiter, and business owner. He has experience with respect to public companies and capital markets. After graduating from Southampton University with a law degree in 2014, Kirill spent 4 years at a prominent Toronto law firm. Following this, he spent four years as a legal recruitment manager from 2018 to 2021. In 2021, Kirill co-founded a recruiting company, Bridge Recruiters, where he specializes in legal and c-suite recruiting for public and private companies throughout North America.

Steven Vanry

Mr. Vanry has 25-years professional experience in senior management positions with public and private companies, providing expertise in capital markets, strategic planning, corporate finance, mergers and acquisitions, regulatory compliance, accounting and financial reporting. His breadth of experience spans various industries, including mining, oil and gas, renewable energy, high-technology and manufacturing. Mr. Vanry regularly acts in the role of Chief Financial Officer, audit chair or advisor for early stage growth companies. He holds the right to use the Chartered Finance Analyst (CFA) and Canadian Investment Manager (CIM) designations and is a member of the CFA Institute and the Vancouver Society of Financial Analysts.

Naveen Varshney

Mr. Varshney’s recent success with Usha Resources, where he played a key role in negotiating the sale of an asset for US$26 million, underscores his ability to identify, develop, and monetize high-value opportunities. His deep expertise in analyzing and speculating in the metals, mining, and technology sectors provides Formation Metals with a significant competitive edge. As a key board member, Mr. Varshney’s insights into market trends and extensive industry network position the company to capitalize on emerging opportunities and navigate the complex landscape of resource development.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

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Reliance on Certain Exemptions

At no time since the commencement of our most recently completed financial year, have we relied on the exemption in sections 2.4 (De Minimis Non-audit Services), 3.2 (Initial Public Offerings), 3.4 (Events Outside Control of Member), 3.5 (Death, Disability or Resignation of Audit Committee Member) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

At no time since the commencement of our most recently completed financial year, have we relied on the exemption in subsection 3.3(2) (Controlled Companies) or section 3.6 (Temporary Exemption for Limited and Exception Circumstances) of NI 52-110.

Reliance on Section 3.8

At no time since the commencement of our most recently completed financial year, have we relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

Reliance on Section 6.1

Pursuant to section 6.1 of NI 52-110, as a venture issuer we are relying on the exemption from the audit committee composition requirements and certain reporting obligations found in Parts 3 and 5 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 as described in the Audit Committee Charter under the heading "External Auditors".

External Auditor Service Fees

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-Related Fees" are fees not included in audit fees that are billed by the Auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company's financial statements. "Tax Fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All Other Fees" are fees billed by the Auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Auditor in the last two fiscal years, by category, are as set out in the table below.

Financial Year Ended December 31	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
2024	35,000	-	3,500	-
2023	28,000	-	-	-

CORPORATE GOVERNANCE

Maintaining a high standard of corporate governance is a priority for the Board and the Company's management believes that effective corporate governance will help create and maintain shareholder value in the long term. A description of the Company's corporate governance practices, which addresses the matters set out in National Instrument 58-101 Disclosure of Corporate Governance Practices, is set out below.

Management is nominating four individuals to the Company's Board, all of whom are current directors of the Company.

The Guidelines suggest that the Board of every reporting issuer should be constituted with a majority of individuals who qualify as "independent" directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect "material relationship" with the Company. The "material relationship" is defined as a relationship which could, in the view of the Company's Board, reasonably interfere with the exercise of a director's independent judgement. All members of the audit committee are considered "independent" within the meaning of NI 52-110.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by the Board to the CEO. The Board will give direction and guidance through the CEO to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the Shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee and appoints the chairperson of the Audit Committee. The Board establishes and periodically reviews and updates the committee mandates, duties and responsibilities of the committee of the Board, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, CFO and President of the Company and establishes the duties and

responsibilities of those positions and on the recommendation of the CEO and President, appoints the senior officers of the Company and approves the senior Management structure of the Company. The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the CEO, or subject to the Articles of the Company, of any director. The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its committees.

Directorships

The following directors of the Company are also directors of other reporting issuers as stated:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)
Steven Vanry	American Critical Minerals Corp.
Deepmarkit Corp.
Oroco Resource Corp.
Pender Street Capital Corp.
Pace Metals Ltd.
Naveen Varshney	Usha Resources Ltd.
Formation Metals Inc.
Troubadour Resources Inc.

The current directors of the Company and each of the individuals to be nominated for election as a director of the Company at the Meeting may serve as a director or officer of one or more other reporting issuers as at the date of this Notice of Meeting and Circular. However, our directors are required by law to act honestly and in good faith with a view to our best interests and to disclose any interests which they may have in any of our projects or opportunities. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not we will participate in any project or opportunity, that director will primarily consider the degree of risk to which we may be exposed and our financial position at that time.

To the best of our knowledge, there are no known existing or potential conflicts of interest among the Company and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies.

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education, but does encourage directors to individually and as a group keep themselves informed on changing corporate governance and legal issues. Directors are individually responsible for updating their skills as required to meet their obligations as directors. In addition, the Board undertakes strategic planning sessions with management.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law of Canada and the restrictions placed by applicable corporate legislation on 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 Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of Shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company's mission and strategic objectives, and a willingness to serve.

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Compensation

The Board conducts reviews with regard to the compensation of the directors and CEO once a year. To make its recommendations on such compensation, the Board informally takes into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded Canadian companies.

At present, no compensation is paid to Steven Vanry or Naveen Varshney in their capacity as directors. Kirill Kompaniyets receives $1,000 per month for his services as a director. The Board does not currently have a compensation committee.

Other Board Committees

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

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees. The Board is currently responsible for assessing its own effectiveness, the effectiveness of individual directors and the effectiveness of the Audit Committee.

APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to re-appointing Shim & Associates LLP as the auditor to hold office until the next annual meeting of the Shareholders or until such firm is removed from office or resigns as provided by law and to authorize the Board to fix the remuneration to be paid to the auditor. Shim & Associates LLP have been the Company's auditor since May 29, 2019.

Management recommends that Shareholders vote for the approval of the re-appointment of Shim & Associates LLP as the auditor for the Company for the ensuing year at a remuneration to be fixed by the Board.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Share Consolidation

The Company is seeking shareholder approval to consolidate its issued and outstanding common shares (the "Common Shares") on the basis of one (1) post-consolidation Common Share for every fifty (50) pre-consolidation Common Shares (the "Consolidation"), or such lesser ratio as may be determined by Board in its sole discretion and as may be permitted by applicable regulatory authorities. The Consolidation is subject to the approval of the Canadian Securities Exchange (the "CSE") and any other regulatory approvals as may be required.

The Board believes that the Consolidation is in the best interests of the Company and its shareholders as it may enhance the marketability of the Common Shares to a broader range of investors, including institutional investors, and improve the trading liquidity of the Common Shares. In addition, the Consolidation may help the Company attract equity financing.

The exact ratio of the Consolidation, if less than 50-to-1, and the timing for implementation will be determined by the Board in its discretion, if and when it deems it to be in the best interests of the Company. Notwithstanding the approval of the shareholders, the Board may determine not to proceed with the Consolidation, or to proceed with a lesser consolidation ratio, without further shareholder approval.

If the Consolidation is approved and implemented, the number of issued and outstanding Common Shares will be reduced from 94,094,580 Common Shares to approximately 1,881,891 Common Shares, subject to adjustment for fractional shares. No fractional Common Shares will be issued in connection with the Consolidation. In the event a shareholder would otherwise be entitled to receive a fractional Common Share upon the Consolidation, such fraction will be rounded down to the nearest whole Common Share.

The Consolidation will not materially affect shareholders' percentage ownership in the Company, other than minor changes resulting from the elimination of fractional shares. The exercise or conversion price and the number of Common Shares issuable under any of the Company's outstanding convertible securities, stock options or restricted share units will be proportionally adjusted to reflect the Consolidation in accordance with their respective terms.

Special Resolution

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass a special resolution substantially in the following form:

“BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

The authorized and issued common shares in the capital of the Company be consolidated on the basis of one (1) post-consolidation common share for every fifty (50) pre-consolidation common shares, or such lesser ratio as may be determined by the board of directors in its sole discretion;
The board of directors of the Company be and is hereby authorized to determine, in its sole discretion, the ratio of the Consolidation (provided it shall not exceed fifty (50) pre-consolidation common shares for one (1) post-consolidation common share);
No fractional common shares shall be issued upon the Consolidation and in the event a shareholder would otherwise be entitled to receive a fractional common share upon such Consolidation, such fraction shall be rounded down to the nearest whole common share; and
Any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution and the matters authorized hereby.”

The Board unanimously recommends that shareholders vote FOR the special resolution approving the Consolidation.

Approval of Equity Incentive Plans

At the Meeting, shareholders will be asked to approve the continuation of the Company’s existing equity incentive compensation plans, including: the 2021 Stock Option Plan, and the 2021 Restricted Share Unit Plan (collectively, the “Equity Incentive Plans”).

These plans were previously approved by the Company’s shareholders on June 15, 2023. The Company is seeking shareholder re-approval of these plans in accordance with the policies of the CSE, which require that rolling equity-based compensation plans be approved by shareholders every three years, and also in connection with the share consolidation described elsewhere in this Circular.

2021 Stock Option Plan

The Stock Option Plan is a 20% rolling plan that reserves for issuance that number of common shares of the Company equal to up to 20% of the Company’s issued and outstanding common shares at the time of any grant. The plan provides for the grant of incentive stock options to eligible directors, officers, employees and consultants of the Company and its subsidiaries, subject to the rules and policies of the CSE.

The purpose of the plan is to attract, retain and motivate qualified directors, officers, employees and consultants and to align their interests with those of shareholders. Stock options granted under the plan are subject to vesting and other conditions as determined by the Board.

A copy of the Stock Option Plan is available for review on the Company’s issuer profile at www.sedarplus.ca. Shareholders may also request a copy without charge by contacting the Company at [email protected].

2021 Restricted Share Unit Plan

The RSU Plan is also a 20% rolling plan and operates in conjunction with the Stock Option Plan such that, at any given time, the total number of shares reserved for issuance under both plans cannot exceed 20% of the issued and outstanding common shares of the Company. The RSU Plan provides for the issuance of restricted share units (“RSUs”) to eligible directors, officers, employees, and consultants as a means of providing deferred compensation and promoting alignment with shareholder interests.

RSUs are settled in common shares of the Company upon vesting, subject to the terms of the RSU Plan and any applicable award agreements.

A copy of the RSU Plan is available for review on the Company’s issuer profile at www.sedarplus.ca. Shareholders may also request a copy without charge by contacting the Company at [email protected].

Shareholder Approval

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, to approve the following ordinary resolution:

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“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

the Company’s 2021 Stock Option Plan and 2021 Restricted Share Unit Plan (together, the “Equity Incentive Plans”) be and are hereby re-approved and continued, subject to such amendments, if any, as may be required by applicable regulatory authorities;
the Company be authorized to grant options and restricted share units pursuant to the Equity Incentive Plans until the date that is three years from the date of this Meeting, unless re-approved by shareholders prior to such date; and
any one director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all documents and to do all such acts and things as such person may determine to be necessary or advisable to give effect to this resolution.”

The Board of Directors recommends that shareholders vote FOR the above ordinary resolution approving the re-approval and continuation of the Company’s equity compensation plans.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company’s last financial year, each proposed nominee for election as a director of the Company, or any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.

RESTRICTED SECURITIES

As at the date of this Circular, the Company has not issued any “restricted securities” within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations.

ADDITIONAL INFORMATION

Additional information relating to the Company is available at www.sedarplus.ca under the Company’s profile. Shareholders may contact the Company at: 905 W Pender Street, 6th Floor, Vancouver, BC V6C 1L6, to request copies of the Company’s financial statements and related Management’s Discussion and Analysis (the “MD&A”). Financial information is provided in the audited financial statements and MD&A for the Company for its years ended December 31, 2024.

OTHER MATTERS

Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting included at the beginning of this Circular. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named in the proxy to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The Board has authorized and approved the content of this Circular has been approved and the delivery of it to each Shareholder of the Company entitled to receive it and to the appropriate regulatory agencies.

Dated at Vancouver, British Columbia as of the 19th day of June, 2025

ON BEHALF OF THE BOARD

CULT Food Science Corp.

Signed: “Steve Vanry”

Steve Vanry

Chief Financial Officer and Director

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AI assistant

CULT Food Science — Proxy Solicitation & Information Statement 2025

44459_rns_2025-07-07_3420be1b-53c7-415f-9a6f-61a1f5321913.pdf

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

PROXIES AND VOTING RIGHTS

Management Solicitation

Appointment of Proxy

Revocation of Proxy

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

AUDITED FINANCIAL STATEMENTS

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Details of Directors Not Previously Elected by a Shareholder Vote

Mr. Steven Vanry

Mr. Naveen Varshney

Cease Trade Orders and Conflicts of Interest

Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

Named Executive Officer and Director Compensation Table

External Management Companies

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

The Stock Option Plan

The RSU Plan

Employment, Consulting and Management Agreements

The Banks Agreement

The Kompaniyets Agreement

The 2023 Scott Agreement and 2024 Scott Agreement

The Rowe Agreement

The De Novo Agreement

Oversight and Description of Named Executive Officer and Director Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Kirill Kompaniyets

Steven Vanry

Naveen Varshney

Audit Committee Oversight

Reliance on Certain Exemptions

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

Reliance on Section 3.8

Reliance on Section 6.1

Pre-Approval Policies and Procedures

External Auditor Service Fees

CORPORATE GOVERNANCE

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

APPOINTMENT OF AUDITOR

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Share Consolidation

Special Resolution

Approval of Equity Incentive Plans

2021 Stock Option Plan

2021 Restricted Share Unit Plan

Shareholder Approval

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

RESTRICTED SECURITIES

ADDITIONAL INFORMATION

OTHER MATTERS

APPROVAL OF THE BOARD OF DIRECTORS

CULT Food Science Proxy Solicitation & Information Statement 2025