DataMetrex AI Limited

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF DATAMETREX AI LIMITED

TO BE HELD ON THURSDAY, DECEMBER 14, 2023

and

MANAGEMENT INFORMATION CIRCULAR

DATED OCTOBER 26, 2023

DATAMETREX AI LIMITED

Notice of Annual and Special Meeting of Shareholders to be held on December 14, 2023

Take notice that the annual general and special meeting (the “ Meeting ”) of the holders of common shares (“ Shareholders ”) of Datametrex AI Limited (the “ Corporation ”) will be held on Thursday, December 14, 2023 10:00 a.m. (Toronto time) at 50 Richmond St. East, Suite 300, Toronto, Ontario M5C 1N7 for the following purposes:

(1) to receive the Corporation’s audited financial statements as at and for the financial years ended December 31, 2022 and 2021 and the auditors’ report thereon, a copy of which is available on www.sedarplus.ca

(2) to consider and, if deemed advisable, to pass an ordinary resolution electing the directors of the Corporation for the ensuing year;

(3) to consider, and if deemed advisable to pass, with or without variation, a resolution to approve the adoption of the Corporation’s new omnibus incentive plan a more fully described in the accompanying management information circular (“ Circular ”);

(4) to consider, and, if deemed advisable, to pass, with or without variation, a special resolution authorizing a change of name of the Corporation to such name as the board of directors of the Corporation may choose, acting in the best interests of the Corporation to better reflect the Corporation’s Artificial Intelligence Business subject to regulatory approval, all as more fully described in the section of the Circular entitled " Matters to be Acted Upon – Approval of Name Change "; and

(5) to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular accompanying this Notice of Meeting.

Shareholders are entitled to attend the Meeting and vote in-person or by proxy; however, the board of directors (“ Board ” or “ Board of Directors ”) is strongly suggesting that due to the current health concerns, that all Shareholders vote their shares by proxy in advance of the Meeting and NOT attend in person. Registered shareholders who are unable to attend the Meeting are requested to read the Circular and the form of proxy which accompanies this notice and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to the Corporation’s transfer agent, TSX Trust Company, 100 Adelaide St. W., Suite 301, Toronto, Ontario M5H 4H1, or via internet voting at https://www.voteproxyonline.com/pxlogin or by fax at (416) 595- 9593, Attention: Proxy Department. Non-registered shareholders who receive the Circular and form of proxy through an intermediary must deliver the voting form provided in accordance with the instructions given by such intermediary. To be effective, proxies must be received by TSX Trust Company no later than Tuesday, December 12, 2023 at 10:00 a.m. EDT (Toronto time), or in the case of any adjournment of the Meeting not later than 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays, or any adjournment thereof.

DATED the 26[th] day of October, 2023.

By Order of the Board of Directors

“Paul Haber”

Paul Haber, Chairman of the Board of Directors

DATAMETREX AI LIMITED

Management Information Circular dated October 26, 2023 for the Annual and Special Meeting of Shareholders

ADJUSTMENTS TO THE MEETING AS A RESULT OF COVID-19

Out of an abundance of caution and to proactively deal with the impact of the coronavirus (COVID-19) pandemic, and to mitigate risks to the health and safety of our shareholders, employees and other stakeholders, the annual general and special meeting (the “ Meeting ”) of the holders of common shares of Datametrex AI Limited (the “ Corporation ”) are encouraged to vote by proxy in advance of the Meeting and to NOT attend in person. The Meeting will be held on Thursday, December 14, 2023 at 10:00 a.m. EDT (Toronto time) at 50 Richmond St. East, Suite 300, Toronto, Ontario M5C 1N7.

PROXIES

Solicitation of Proxies

This management information circular (“ Circular ”) is furnished in connection with the solicitation, by or on behalf of the management of the Corporation, of proxies to be used at the Corporation’s annual and special meeting of the holders of common shares (the “ Common Shares ” or “ Shares ”) to be held at 10:00 a.m. EDT (Toronto time) on Thursday, December 14, 2023 or at any adjournment thereof.

Appointment of Proxyholder

The persons named in the form of proxy prepared for the Meeting are directors and officers of the Corporation. A shareholder has the right to appoint as proxyholder a person (who is not required to be a shareholder) other than the persons whose names are printed as proxyholders in the form of proxy, by striking out said printed names and inserting the name of his or her chosen proxyholder in the blank space provided for that purposes in the form of proxy and delivering the completed proxy with the transfer agent of the Company, TSX Trust Company (“ TSX Trust ” or the “ Transfer Agent ”), at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 (fax: 416-595-9593) or via internet voting at https://www.voteproxyonline.com/pxlogin no later than 10:00 a.m. EDT (Toronto time) on Wednesday, December 12, 2023, or if the Meeting is adjourned, no later than 48 hours (excluding Saturday, Sunday and holidays) before such adjourned Meeting, as per the instructions on the form of proxy.

Non-registered shareholders desiring to appoint a person other than the person named on the voting instruction form (of other instrument provided for the Meeting) to attend and act on his, her or its behalf at the Meeting may do so by following the instructions set out therein and delivering the required instrument by the deadlines set out above (or such earlier deadlines as may be set out in the voting instruction form or other instrument) to the party specified therein.

Each Shareholder is entitled to appoint a person to represent such Shareholder at the Meeting, who need not be one of the persons named in the accompanying form of proxy.

A proxy must be signed in writing or, subject to the means of electronic signature permitting a reliable determination that the document was created or communicated by or on behalf of the shareholder or the attorney, as the case may be, by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized. A proxy given pursuant to this solicitation may be revoked by written instrument, including another proxy bearing a later date, executed by the shareholder or by his, her, or its attorney authorized in writing, and deposited either at TSX Trust (100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, fax: 416-595-9593) or via internet voting at https://www.voteproxyonline.com/pxlogin or at the head office of the Corporation 4711 Yonge Street, 10th Floor, Toronto, Ontario M2N 6K8 at any time up to and including the last business day preceding the

day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the chairman of such Meeting on the day of the Meeting, or adjournment thereof, or in any other manner permitted by law.

Revocation of Proxy

In addition to any other manner permitted by law, section 110(4) of the Business Corporations Act (Ontario) (the “ OBCA ”) provides that a shareholder may revoke a proxy before it is exercised by: (i) depositing an instrument in writing signed in the same manner as the proxy at the registered office of the Corporation at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, at which the proxy is to be used or with the chair of such Meeting on the day of the Meeting or an adjournment thereof; or (ii) transmitting, by telephonic or electronic means, a revocation that complies with the same requirements as the proxy and that, subject to the means of electronic signature permitting a reliable determination that the document was created or communicated by or on behalf of the shareholder or the attorney, as the case may be, is signed by electronic signature.

A shareholder attending the Meeting has the right to vote and if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

Voting of Proxies

The shares voted at the Meeting will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for. Where a choice is specified on a proxy, securities represented by the proxy will be voted in accordance with the choice so specified in the proxy. WHERE NO CHOICE IS SPECIFIED, THE PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR THE ITEM OF BUSINESS AS SET OUT IN THE NOTICE OF MEETING AND AS STATED ELSEWHERE IN THIS MANAGEMENT INFORMATION CIRCULAR.

The form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matter identified in the accompanying Notice of Meeting, and with respect to other matters, which may properly come before the Meeting, in such manner as such nominee in his or her judgment, may determine. IF OTHER MATTERS WHICH ARE NOT PRESENTLY KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSON OR PERSONS VOTING THE PROXY. As of the date of this Management Information Circular, management of the Corporation knows of no such amendments, variations, or other matters to come before the Meeting other than the matters referred to in the accompanying Notice of Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many shareholders, as a substantial number of shareholders do not hold Common Shares in their own name. In many cases, Common Shares beneficially owned by a holder (a “ Beneficial Holder ”) are registered either (a) in the name of an intermediary that the Beneficial Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (b) in the name of a depository (such as Clearing and Depository Services Inc. or “ CDS ”). Beneficial Holders should note that only proxies deposited by shareholders who are registered shareholders (that is, shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Holder by a broker, those Common Shares will, in all likelihood, not be registered in the shareholder’s name. Such Common Shares will more likely be registered under the name

of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Beneficial Holder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to forward meeting materials to Beneficial Holders unless the Beneficial Holder has waived the right to receive them and seek voting instructions from Beneficial Holders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Holders in order to ensure that their Common Shares are voted at the Meeting.

The voting instruction form supplied to such Beneficial Holders by their broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) on how to vote on behalf of the Beneficial Holder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Holders and asks Beneficial Holders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Holder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, CDS & Co. or another intermediary, the Beneficial Holder may virtually attend the Meeting as proxyholder and vote the Common Shares in that capacity. Beneficial Holders who wish to virtually attend the Meeting virtually and indirectly vote their Common Shares as proxyholder, should enter their own names in the blank space on the voting instruction form provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

Beneficial Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of National Instrument 54-101, issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Corporation or TSX Trust has sent the meeting materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf. The Corporation’s OBOs can expect to be contacted by their respective intermediaries. The Corporation intends to pay for intermediaries to deliver the meeting materials to OBOs.

All references to shareholders in this Circular and the accompanying form of proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

VOTING SHARES

Voting Shares

As at the close of business on October 17, 2023, the Corporation had 403,384,701 Common Shares outstanding, each carrying the right to one vote per share. Except as otherwise noted in this Circular, a simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote. All shareholders have the right to vote for directors. The persons named in the accompanying form of proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the shareholder appointing them. In the absence of such direction, those Common Shares will be voted in favour of (“FOR”) all resolutions.

Record Date

The board of directors of the Corporation (the “ Board of Directors ” or the “ Board ”) has fixed October 17, 2023 as the record date (the “ Record Date ”) for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Meeting. Any holder of Common Shares of record at the close of business on the Record Date is entitled to vote the Common Shares registered in such shareholder’s name at that date on each matter to be acted upon at the Meeting.

Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, as at the date of this Circular, no person or company beneficially owned, or exercised control or direction, directly or indirectly, over 10% or more of the voting rights attached to the outstanding Common Shares of the Corporation.

MATTERS TO BE ACTED UPON AT MEETING

1. Financial Statements

The audited financial statements for the years ended December 31, 2022 and 2021 of the Corporation together with the auditors’ report thereon have been delivered to the holders of Common Shares. No formal action will be taken at the Meeting to approve the financial statements. If any holder of Common Shares has questions respecting the financial statements, the questions may be brought forward at the Meeting.

2. Election of Directors

The Board of Directors currently consists of four (4) members. The Board proposes that the number of directors to be elected at the Meeting be fixed at four (4). At the Meeting, the Shareholders will be asked to elect four (4) directors for the ensuing year.

Under the by-laws of the Corporation, directors of the Corporation are elected annually. Each director will hold office until the next annual meeting or until the successor of such director is duly elected or appointed unless such office is earlier vacated in accordance with the by-laws.

In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the election as directors of the proposed nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite the proposed nominee’s name. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee.

The following table sets forth information with respect to each person proposed to be nominated for election as a director, including the number of Common Shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction was exercised, by such person or the person’s associates or affiliates as at the date of this Circular. The information as to Common Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the respective proposed nominees individually.

Nominee Name and Place of	Present and Principal Occupation, Business or	Became Director	Number of
Residence	Employment for		Common
	Previous 5 years		Shares
			beneficially
			owned,
			controlled or
			directed

Hon. James Peterson(1) Ontario, Canada	Member of the Ontario Bar Association and the Canadian Bar Association and co-chair of the Canada-U.S. Law Institute. Counsel at Fasken since 2007. Liberal Member of the House of Commons finance committee from 1980 to 1984 and 1988 to 2007. Served as chair of the House of Commons finance committee, where he began the practice of public pre-budget hearings and completed several major studies, including a review of Canada's value- added tax (the GST).	July 28, 2022	900,000
Benjamin Gallander(1) Ontario, Canada	Co-editor of Contra the Heard investment letter and over the past ten years.	June 25, 2022	400,000
Paul Haber(1) Ontario, Canada	Currently the Chairman/Managing Director and Owner of Blackbirch Capital Inc.; Chairman of Advantagewon Oil Corp. since December 2017.	April 30, 2022	1,300,000
Jerry Marshall Gunter Ontario, Canada	Chief Executive Officer of the Corporation since October 2019. Engineer with Sequoia Capital and Lightspeed Venture Partners.	October 9, 2022	5,807,000

Notes: (1) Member of the Board’s Audit Committee.

Biographies of Director Nominees

Paul Haber

Mr. Haber has been involved in corporate finance and capital markets for over 20 years. He is both a Chartered Accountant and a Certified Public Accountant, with an Honours Bachelor of Arts Degree in Management from the University of Toronto. Mr. Haber was awarded his Chartered Director designation from the DeGroote School of Business in partnership with the Conference Board of Canada.

Honorable James Peterson

Mr. Peterson is a Canadian former politician, who served as chair of the House of Commons finance committee, where he began the practice of public pre-budget hearings and completed several major studies, including a review of Canada's value-added tax (the GST). He was a Liberal Member of the House of Commons finance committee from 1980 to 1984 and 1988 to 2007. He retired from the House of Commons in 2007 after 23 years of public service as the member of Parliament for Willowdale (Toronto). He is a member of the Ontario Bar Association and the Canadian Bar Association and co-chair of the Canada-U.S. Law Institute. Mr. Peterson has been counsel at Fasken Martineau DuMoulin LLP since 2007.

Benjamin Gallander

Mr. Gallander started investing in the 1970s and manages the President's Portfolio. Back in the day, he specialized in starting businesses and corporate turnarounds. Once upon a time, he also taught at the college level. He co-founded Contra the Heard in 1995. Over time, he has refined his approach to investing and has achieved one of the best track records in the investment industry.

Jerry Marshall Gunter

Mr. Gunter has been the Chief Executive Officer of the Corporation since October 2019. Prior to that, he worked with Sequoia Capital and Lightspeed Venture Partners as an engineer.

Penalties, Sanctions, Corporate Cease Trade Orders or Bankruptcies

No person proposed to be nominated for election as a director at the Meeting is or has been, within the preceding ten years, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a) was the subject of a cease trade or similar order, or an order that denied such company access to any exemptions under applicable securities legislation that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or
(b) was the subject of a cease trade or similar order, or an order that denied such company access to any exemptions under applicable securities legislation that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No person proposed to be nominated for election as a director at the Meeting is or has been, within the preceding ten years, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No person proposed to be nominated for election as a director at the Meeting is or has, within the preceding ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has 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 such person.

No person proposed to be nominated for election as a director at the Meeting has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(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.

3. Appointment of Auditors

On September 27, 2023, Baker Tilly WM LLP, Chartered Professional Accountants (“ Baker Tilly resigned from its appointment as auditors of the Corporation and the Board of Directors. The Corporation

filed a change of auditor notice on September 28, 2023 in accordance with National Instrument 51102 – Continuous Disclosure Obligations (“ NI 51-102 ”) in which the Corporation confirmed that:

Baker Tilly resigned as auditors for the Corporation;
Baker Tilly had provided its audit report on the consolidated financial statements of the Corporation for the year ended December 31, 2022 and did not express a modified opinion; and
There were no “reportable events” (as defined in NI-51-102) in association with the change of auditors of the Corporation.

Baker Tilly filed a letter with the securities regulatory authorities in each of British Columbia, Alberta and Ontario confirming their agreement with the information set out in the Corporation’s change of auditor notice. A copy of the reporting package containing the notice and letter of Baker Tilly referred to above are attached as Schedule “C” to this Circular.

The directors of the Corporation are currently in the process of engaging a new auditor for the Corporation.

4. Approval of Omnibus Incentive Plan

At the Corporation’s 2022 annual general meeting, Shareholders approved the Corporation’s stock option plan (the “ Old Plan ”). In accordance with the policies of the TSX Venture Exchange (the “ TSXV ” or the “ Exchange ”), a plan with a rolling 10% maximum must be confirmed by Shareholders at each annual general meeting. At this year’s Meeting, Shareholders will be asked to approve the adoption of a new omnibus equity incentive plan (the “ Omnibus Plan ”) for directors, officers, employees and consultants of the Corporation. The Corporation’s Omnibus Plan was adopted by the Board on October 11, 2023, subject to approval by Shareholders at this Meeting and subject to TSXV approval. A copy of the Omnibus Plan is attached hereto as Schedule “B”. The Omnibus Plan includes the ability to issue stock options (“ Options ”) and restricted share units (“ RSUs ”) (collectively, the “ Awards ”). The aggregate number of Common Shares reserved for issuance in respect of Awards shall not exceed 10% of the total number of issued Common Shares (calculated on a non-diluted basis) at the time an Award is granted. Once approved by Shareholders and the Exchange, the Omnibus Plan will replace the Corporation’s existing stock option plan. Any options currently issued and outstanding pursuant to the Corporation’s Old Plan will continue to be governed by the Omnibus Plan, however the Old Plan will be closed to any new grants and any new option grants will be governed by the Omnibus Plan.

The Omnibus Plan provides for the potential acquisition of Common Shares by specified participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees, directors and consultants of the and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by key employees, directors and consultants of the Corporation, it being generally recognized that share incentive plans can aid in attracting, retaining and encouraging employees, directors and consultants due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

The Omnibus Plan is considered a “rolling” plan, since Awards which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the Omnibus Plan and the number of Awards available to grant increases as the number of issued and outstanding Common Shares increases.

Terms of the Omnibus Plan

A full copy of the Omnibus Plan is attached to the Circular as Schedule “B”. The following is a summary of the material terms of the Omnibus Plan, shareholders are encouraged to read the Omnibus Plan in its entirety:

Number of Shares Reserved . The number of common shares which may be issued pursuant to options and restricted stock units granted under the Omnibus Plan (including all options granted by the Corporation pursuant to the Old Plan) shall equal 10% of the issued and outstanding shares of the Corporation from time to time at the date of grant.

Maximum Term of Options . The term of any options granted under the Omnibus Plan is fixed by the Board of Directors and may not exceed ten years from the date of grant. The options are non-assignable and nontransferable.

Exercise Price of Options . The exercise price of options granted under the Omnibus Plan is determined by the Board of Directors, provided that it is not less than the price permitted by the Exchange, or, if the shares are no longer listed on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.

Amendment . The terms of an option and/or restricted stock unit may not be amended once issued under Exchange requirements. If an option is cancelled prior to the expiry date and/or restricted stock units are cancelled, the Corporation shall not grant new options or restricted stock units to the same person until 30 days have elapsed from the date of cancellation.

Vesting . Vesting of options, if any, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Corporation or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with Exchange requirements. Restricted stock units vest upon happening of certain events that are either time based or performance based.

Termination of Options . Any options granted pursuant to the Omnibus Plan will terminate on (i) the earliest of the expiration date (ii) the end of the period of time permitted for exercise of the Option (not to be in excess of six months), to be determined by the Board at the time of the grant after the Optionee ceased to be eligible for options for any reasons other than death, disability or cause (iii) the 30th day after the Optionee who is engaged in Investor Relations for the Corporation ceases to be so employed (iv) the date on which the Optionee ceased to be eligible for options by reason or termination of the Optionee as an employee, consultant or independent contractor of the Company (v) the first anniversary of the date on with the Optionee ceased to be eligible for options on account of disability (vi) the first anniversary of the date of death of the Optionee.

Termination of Restricted Stock Units . If an Optionee ceases to be an employee, director, officer, management company and consultant, all unvested restricted stock units shall be cancelled at the time of the cessation irrespective of any entitlement to notice, pay in lieu of notice or provision of benefits beyond the cessation date.

Administration . The Omnibus Plan is administered by the Board of Directors of the Corporation or senior officer or employee to which such authority is delegated by the Board from time to time.

Board Discretion . The Omnibus Plan provides that, generally, the number of shares subject to each option and restricted stock units, the exercise price, the expiry time of options, and the extent to which such option is exercisable, including vesting schedules, the vesting of restricted of stock units, and other terms and conditions relating to such options and/or restricted stock units shall be determined by the Board of Directors of the Corporation or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with Exchange requirements.

Text of the Omnibus Plan Resolution

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution (the “ Omnibus Plan Resolution ”):

“ BE IT RESOLVED THAT:

(1) The Corporation’s 2023 omnibus incentive plan (the “ Omnibus Plan ”), in substantially the form attached as Schedule “B” to the management information circular of the Corporation dated as of October 26, 2023, be and is hereby confirmed, ratified and approved, and the Corporation has the ability to grant awards under the Omnibus Plan;
(2) The board of directors of the Corporation be authorized in its absolute discretion to administer the Omnibus Plan and amend or modify the Omnibus Plan in accordance with its terms and conditions and with the policies of the TSX Venture Exchange;
(3) All issued and outstanding stock options of the Corporation previously granted shall be continued under and governed by the Omnibus Plan; and
(4) Any director or officer of the Corporation be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution.”

Management recommends that Shareholders approve the Omnibus Plan Resolution. If the Omnibus Plan Resolution is approved by Shareholders, the Board will have the authority, in their sole discretion, to implement or revoke the Omnibus Plan Resolution and otherwise implement or abandon the Omnibus Plan.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE OMNIBUS PLAN RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

5. Approval of Name Change

The Board proposes to change the name of the Corporation to such name as may be determined by the Board (the " Name Change ") to better reflect the Corporation’s artificial intelligence business. At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution authorizing the Name Change (the " Name Change Resolution "), as follows:

BE IT HERBY RESOLVED , as a special resolution, that:

the change of name of Datametrex AI Limited (the " Corporation ") to such name as the Board of Directors of the Corporation may choose in their sole discretion, acting in the best interests of the Corporation to better reflect the Corporation’s artificial intelligence business subject to regulatory approval, is hereby approved;
any director or officer is hereby authorized to send to the Director appointed under the Business Corporations Act (Ontario), Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and
notwithstanding approval of the Shareholders of the Corporation as herein provided, the Board of Directors of the Corporation may, abandon the name change and any or all of the actions authorized by this special resolution at any time prior to completion thereof in the sole discretion of the Board of Directors of the Corporation without further approval of the Shareholders.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE NAME CHANGE RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

In order for the vote to be effective, the special resolution must be approved by the affirmative vote of not less than 66 and 2/3% of the votes cast at the Meeting for this resolution.

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Corporation as at the date of this Circular whose total compensation was more than $150,000 for the financial year of the Corporation ended December 31, 2022, other than for the Chief Executive Officer and Chief Financial Officer (collectively the “ Named Executive Officers ” or “ NEOs ”) and for the directors of the Corporation.

Summary Compensation Table

The following table (presented in accordance with Form 51-102F6V- Statement of Executive Compensation - Venture Issuers (“ Form 51-102F6V ”) under NI 51-102 sets out all direct and indirect compensation for, or in connection with, services provided to the Corporation and its subsidiaries for the two most recently completed financial years of the Corporation ended December 31, 2022 and December 31, 2021, in respect of the Named Executive Officers as well as the directors of the Corporation.

	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

Name and Position	Year	Salary,	Bonus ($)	Committee or	Value of	Value of all Other	Total
		Consulting Fee,		Meeting Fees	Perquisites ($)	Compensation ($)	Compensation
		Retainer or		($)			($)
		Commission ($)

Marshall Gunter(1) Chief Executive	2022	200,000	956,557	Nil	Nil	Nil	1,156,557
	2021	194,230	Nil	Nil	Nil	Nil	194,230
Andrew Ryu(2) Former Chief Executive Officer, Chairman and Director	2022	165,000	700,000	Nil	Nil	Nil	865,000
	2021	360,000	Nil	Nil	Nil	Nil	360,000
Paul Haber(3) Chairman	2022	62,000	75,000	Nil	Nil	Nil	137,000
	2021	Nil	Nil	Nil	Nil	Nil	Nil
Dong H.Shim(4) Chief Financial	2022	114,056	50,000	Nil	Nil	Nil	164,056
	2021	63,262	Nil	Nil	Nil	Nil	63,262
James Peterson(5) Director	2022	37,000	Nil	Nil	Nil	Nil	37,000
	2021	Nil	Nil	Nil	Nil	Nil	Nil
Benjamin Gallander(6) Director	2022	37,000	Nil	Nil	Nil	Nil	37,000
	2021	Nil	Nil	Nil	Nil	Nil	Nil
Maxime Martineau (7) CTO	2022	164,711	Nil	Nil	Nil	Nil	164,712
	2021	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Appointed CEO on October 9,2019.
(2) Appointed CEO and Chairman on June 8,2017 and resigned on October 9,2019 and May 17,2022 respectively.
(3) Appointed Chairman on May 17,2022.
(4) Appointed CFO on August 31, 2020.
(5) Appointed as a director on July 28,2020.
(6) Appointed as a director on June 25,2020.
(7) Appointed CTO on May 9,2022.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to NEOs and directors of the Company during the years ended December 31,2022 and December 31, 2021.

COMPENSATION SECURITIES	COMPENSATION SECURITIES	COMPENSATION SECURITIES	COMPENSATION SECURITIES	COMPENSATION SECURITIES

Name and Position	Type of	Number of	Date of issue	Issue,	Closing	Closing	Expiry date
	compensation	compensation	or grant	conversion,	price of	price of
	security	securities,		or exercise	security or	security or
		number of		price ($)	underlying	underlying
		underlying			security on	security at
		securities, and			date of	year end ($)
		percentage of			grant ($)
		class

Marshall Gunter Chief Executive Officer	Stock options	1,300,000	Feb 19,2021	0.18	0.21		Feb 19,2023
Andrew Ryu Former Chief Executive Officer, Chairman and Director	Stock options	5,600,000	Feb 19,2021	0.18	0.21		Feb 19,2023
Paul Haber Chairman	Stock options	600,000	Feb 19,2021	0.18	0.21		Feb 19,2023
James Peterson Director	Stock options	300,000	Feb 19,2021	0.18	0.21		Feb 19,2023
Benjamin Gallander Director	Stock options	300,000	Feb 19,2021	0.18	0.21		Feb 19,2023

Stock Option Exercises

	Compensation	Compensation	Securities
Type of	Number of	Exercise	Date of	Closing	Difference	Total value
compensation	underlying	price	exercise	price of	between	on exercise
security	securities	per		security on	exercise	date ($)
	exercised	security		date of	price and
		($)		exercise	closing
				($)	price on
					date of
					exercise ($)
Options	1,642,300 2,357,700	0.05 0.05	Jan 13,2021 Feb 10,2021	0.185 0.17	0.135 0.12	221,711 282,924

Andrew Ryu Former Chief Executive Officer, Chairman and Director	Options	3,000,000 5,600,000	0.17 0.18	Feb 24,2021 Feb 24,2021	0.33 0.33	0.16 0.15	480,000 840,000
James Peterson Director	Options	750,000 250,000	0.10 0.10	Feb 24,2021 May 4,2021	0.33 0.245	0.23 0.145	172,500 36,250
Benjamin Gallander Director	Options	250,000 500,000 250,000	0.10 0.10 0.10	Jan 22,2021 Mar 9,2021 June 6,2022	0.185 0.24	0.085 0.14	21,250 70,000 25,000

Oversight and Description of Director and Named Executive Officer Compensation

Introduction

The Oversight and Description of Director and Named Executive Officer Compensation section of this Circular sets out the objectives of the Corporation’s executive compensation arrangements, the Corporation’s executive compensation philosophy and the application of this philosophy to the Corporation’s executive compensation arrangements.

When determining the compensation arrangements for the Named Executive Officers and directors, the Board considers the objectives of: (i) retaining an executive critical to the success of the Corporation and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and shareholders of the Corporation; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.

Benchmarking

In determining the compensation level for each executive, the Board looks at factors such as the relative complexity of the executive’s role within the organization, the executive’s performance and potential for future advancement, the compensation paid by other companies in the same industry as the Corporation, and pay equity considerations.

Elements of Compensation

The compensation paid to the Named Executive Officers and directors in any year consists of three (3) primary components:

base salary;
long-term incentives in the form of stock options granted under the Stock Option Plan; and
incentive bonuses.

The Corporation believes that making a significant portion of the Named Executive Officers’ and directors’ compensation based on a base salary, long-term incentives and incentive bonuses supports the Corporation’s executive compensation philosophy, as these forms of compensation allow those most accountable for the Corporation’s long-term success to acquire and hold the Corporation’s shares. The key features of these three primary components of compensation are discussed below:

1. Base Salary

Base salary recognizes the value of an individual to the Corporation based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Corporation competes for talent. Base salaries for the Named Executive Officers and directors are reviewed annually. Any change in the base salary of a Named Executive Officer or a director is generally determined by an assessment of such executive’s performance, a consideration of competitive compensation levels in companies similar to the Corporation and a review of the performance of the Corporation as a whole and the role such executive officer played in such corporate performance.

2. Stock Option Awards

The Corporation provides long-term incentives to the Named Executive Officers and directors in the form of stock options as part of its overall executive compensation strategy. The Board believes that stock option grants serve the Corporation’s executive compensation philosophy in several ways: they help attract, retain, and motivate talent; they align the interests of the Named Executive Officers and directors with those of the shareholders by linking a specific portion of the officer’s total pay opportunity to share price; and they provide long-term accountability for Named Executive Officers and directors.

3. Incentive Bonuses

Any bonuses paid to the Named Executive Officers and directors are allocated on an individual basis related to the review by the Board of the work planned during the year and the work achieved during the year, including work related to administration, financing, shareholder relations and overall performance. The bonuses are paid to reward work done above the base level of expectations.

The Corporation does not have any policies which permit or prohibit a Named Executive Officer or director to purchase financial instruments.

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Corporation.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out information concerning the number and price of securities to be issued under equity compensation plans to employees and others as at December 31, 2022. The following information relates to the Stock Option Plan:

Plan Category	Number of Securities to be	Weighted – Average	Number of Securities
	Issued upon Exercise of	Exercise Price of	Remaining Available for
	Options, Warrants and	Outstanding Options,	Future Issuance Under
	Rights	Warrants and Rights	Equity Compensation
			Plans (excluding securities
			reflected in column (a))
	(a)	(b)	(c)

Equity Compensation Plans Approved by Securityholders	2,700,000	0.18	38,327,520
Equity Compensation Plans Not Approved by Securityholders	N/A	N/A	N/A
Total	2,700,000	0.18	38,327,520

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, officers or employees of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate of any one of them, nor any former directors, officers or employees is or was indebted, directly or indirectly, to the Corporation or its subsidiaries at any time since the beginning of the financial period ended December 31, 2022.

Directors’ and Officers’ Liability Insurance

The Corporation has purchased a directors’ and officers’ liability insurance policy, effective from June 12, 2023 to June 12, 2024. The policy provides a $5,000,000 per claim and for aggregate liability coverage plus $1,000,000 in excess coverage. The premium paid for the coverage was $39,760.

AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), the Corporation is required to include in this Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the “ Audit Committee ”) of the Board, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule “A”), and the fees paid to the external auditor.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name	Independence(1)	Financial Literacy

Paul Haber	Yes	Yes
James Peterson	Yes	Yes
Benjamin Gallander	Yes	Yes

(1) The Corporation is a “venture issuer” for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

Relevant Education and Experience

Please see section, “ Biographies of Director Nominees ” for details of each audit committee member’s relevant experience.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial period has the Corporation relied on the exemption in:

(i) Section 2.4 of NI 52-110 (De Minimis Non-audit Services);
(ii) Subsection 6.1.1(4) of NI 52-110 (Circumstances Affecting the Business or Operations of the Venture Issuer);
(iii) Subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member);

(iv) Subsection 6.1.1(6) of NI 52-110 (Death, Incapacity or Resignation);

or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a “venture issuer”. As a result, the Corporation is exempt from the requirements of Part 3 ( Composition of Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in Schedule “B” attached hereto.

External Auditor Service Fees (By Category)

The following table discloses the fees billed to the Corporation by its external auditor for the financial years ended December 31, 2021 and 2022:

Financial Period	Audit Fees(1)	Audit-Related Fees(2)	Tax Fees(3)	All Other Fees
Ended

December 31, 2022	$172,603	$0	$0	$0
December 31, 2021	$207,083	$0	$8,588	$0

Notes:

(1) Audit Fees ” includes fees for the performance of the annual audit and for accounting consultations on matters reflected in the financial statements.

(2) “ Audit-Related Fees ” includes fees for assurance and related services, related to the performance of the review of the financial statements including fees for AIF and “earn-in” audit work that are not reported under Audit Fees.

(3) “ Tax Fees ” includes the fees paid for tax compliance, tax planning and tax advice.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time since the beginning of the financial period ended December 31, 2022, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed in this Circular, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s most recently completed financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of them, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

CORPORATE GOVERNANCE

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board’s review of the Corporation’s governance practices relative to Form 58-101F2 under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58- 101 ”) and

National Policy 58-201 – Corporate Governance Guidelines.

Board of Directors

The Board, which is responsible for supervising the management of the business and affairs of the Corporation, which is currently comprised of a majority of independent directors, as such term is defined in NI 58-101 and NI 52-110. All directors of the Corporation are independent directors, except for Marshall Gunter, who is the Chief Executive Officer of the Corporation.

The Board has plenary power to manage and supervise the management of the business and affairs of the Corporation and to act in the best interest of the Corporation. The Board is responsible for the overall stewardship of the Corporation and approves all significant decisions that affect the Corporation before they are implemented. The Board also considers their implementation and reviews the results. Any related party transaction as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), is subject to review by the independent directors in accordance with the Board’s related party transaction policy (the “ Related Party Transaction Policy ”), which was adopted by the Board as a condition to the acceptance of the Corporation’s Qualifying Transaction by the TSXV.

Other Reporting Issuer Experience

The following of the Corporation’s nominee directors are currently directors of other reporting issuers (or equivalent) in a jurisdiction, or a foreign jurisdiction as follows:

Name	Name of Reporting Issuer	Exchange or Market

Paul Haber	Graph Blockchain Inc.	CSE
	Payfare Inc.	TSX
	Advantagewon Oil Corp	CSE
	Parsec Capital Acquisition Corp.	NASDAQ
Hon. James Peterson	KGIC Inc.	TSXV
Benjamin Gallander	CHAR Technologies Ltd.	TSXV
Jerry Marshall Gunter	N/A	N/A

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors.

Ethical Business Conduct

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

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for

election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Compensation of Directors and Officers

The independent members of the Board review and determine the compensation of directors and officers. The Board meets at least annually to establish, administer and evaluate the compensation philosophy, policies and plans for directors and officers regarding director and executive compensation and to review the performance and determine the compensation of the executive officers, including the Chief Executive Officer and Chief Financial Officer, based on criteria including the Corporation’s performance and accomplishment of long-term strategic objectives, each individual officer’s performance and comparable compensation paid to similarly-situated officers in comparable companies.

Other Board Committees

As of the date of this Circular, the Board has no standing committees other than the Audit Committee.

Assessment of Directors, the Board and Board Committees

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

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca.

Financial information about the Corporation is provided in the Corporation’s comparative annual financial statements and MD&A for its most recently completed financial year.

Shareholders of the Corporation may request copies of the Corporation’s financial statements and MD&A by contacting the Chief Executive Officer at 514-295-2300.

DIRECTORS’ APPROVAL

The contents and the sending of this Circular have been approved by the Board of Directors of the Corporation.

Dated as of October 26, 2023.

“Paul Haber”

Paul Haber, Chairman of the Board of Directors

SCHEDULE “A”

DATAMETREX AI LIMITED AUDIT COMMITTEE MANDATE

1. Introduction

The Audit Committee (the “ Committee ” or the “ Audit Committee ”) of Datametrex AI Limited (“ Datametrex ” or the “ Corporation ”) is a committee of the Board of Directors (the “ Board ”). The Committee shall oversee the accounting and financial reporting practices of the Corporation and the audits of the Corporation’s financial statements and exercise the responsibilities and duties set out in this mandate.

2. Membership

Number of Members

The Committee shall be composed of three or more members of the Board.

Chair

At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a chair of the Audit Committee (the “ Chair ”). The Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee’s compliance with this Mandate, work with management to develop the Audit Committee’s annual work-plan and provide reports of the Audit Committee to the Board.

Financial Literacy of Members

At the time of his or her appointment to the Committee, each member of the Committee shall have, or shall acquire within a reasonable time following appointment to the Committee, 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 Corporation’s financial statements.

Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

3. Meetings

Number of Meetings

The Committee may meet as many times per year as necessary to carry out its responsibilities.

Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of members of the Committee shall constitute a quorum.

Calling of Meetings

The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board, or the Chief Executive Officer or the Chief Financial Officer may call a meeting of the Audit Committee by notifying the Corporation’s Corporate Secretary who will notify the members of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a chair from their number for a meeting.

Minutes; Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the Committee, the minutes shall be circulated to the members of the Board. However, the Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to attend and be heard at each Audit Committee meeting. In addition, the Committee may invite to a meeting any officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities. At least once per year, the Committee shall meet with the internal auditor and management in separate sessions to discuss any matters that the Committee or such individuals consider appropriate.

Meetings without Management

The Committee shall hold unscheduled or regularly scheduled meetings, or portions of meetings, at which management is not present.

Procedure

The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board.

Access to Management

The Committee shall have unrestricted access to the Corporation’s management and employees and the books and records of the Corporation.

4. Duties and Responsibilities

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these functions and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation, as are in effect from time to time (collectively, the “ Applicable Requirements ”).

Financial Reports

(a) General

The Audit Committee is responsible for overseeing the Corporation’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Corporation’s

financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Corporation. The auditors are responsible for auditing the Corporation’s annual consolidated financial statements and for reviewing the Corporation’s unaudited interim financial statements.

(b) Review of Annual Financial Reports

The Audit Committee shall review the annual consolidated audited financial statements of the Corporation, the auditors’ report thereon and the related management’s discussion and analysis of the Corporation’s financial condition and results of operation (“ MD&A ”). After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

(c) Review of Interim Financial Reports

The Audit Committee shall review the interim consolidated financial statements of the Corporation, the auditors’ review report thereon and the related MD&A. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the interim financial statements and the related MD&A.

(d) Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:

(i) meet with management and the auditors to discuss the financial statements and MD&A;
(ii) review the disclosures in the financial statements;
(iii) review the audit report or review report prepared by the auditors;
(iv) discuss with management, the auditors and internal legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;
(v) review the accounting policies followed and critical accounting and other significant estimates and judgements underlying the financial statements as presented by management;
(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments under Canadian accounting rules;
(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;
(viii) review management’s report on the effectiveness of internal controls over financial reporting;
(ix) review the factors identified by management as factors that may affect future financial results;

(x) review results of the Corporation’s audit committee whistleblower hotline program; and
(xi) review any other matters, related to the financial statements, that are brought forward by the auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or Applicable Requirements.

(e) Approval of Other Financial Disclosures

The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Corporation, press releases disclosing, or based upon, financial results of the Corporation and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.

Auditors

(a) General

The Audit Committee shall be responsible for oversight of the work of the auditors, including the auditors’ work in preparing or issuing an audit report, performing other audit, review or attest services or any other related work.

(b) Nomination and Compensation

The Audit Committee shall review and, if advisable, select and recommend for Board approval the external auditors to be nominated and the compensation of such external auditor. The Audit Committee shall have ultimate authority to approve all audit engagement terms and fees, including the auditors’ audit plan.

(c) Resolution of Disagreements

The Audit Committee shall resolve any disagreements between management and the auditors as to financial reporting matters brought to its attention.

(d) Discussions with Auditors

At least annually, the Audit Committee shall discuss with the auditors such matters as are required by applicable auditing standards to be discussed by the auditors with the Audit Committee.

(e) Audit Plan

At least annually, the Audit Committee shall review a summary of the auditors’ annual audit plan. The Audit Committee shall consider and review with the auditors any material changes to the scope of the plan.

(f) Independence of Auditors

At least annually, and before the auditors issue their report on the annual financial statements, the Audit Committee shall obtain from the auditors a description of all relationships between the auditors and the Corporation; discuss with the auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and obtain confirmation from the auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which the auditors belong and other Applicable Requirements. The Audit Committee shall take appropriate action to oversee the independence of the auditors.

(g) Requirement for Pre-Approval of Non-Audit Services

The Audit Committee shall approve in advance any retainer of the auditors to perform any non-audit service to the Corporation that it deems advisable in accordance with Applicable Requirements and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

(h) Approval of Hiring Policies

The Audit Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

Compliance with Legal and Regulatory Requirements

The Audit Committee shall review reports from the Corporation’s Corporate Secretary and other management members on legal or compliance matters that may have a material impact on the Corporation; the effectiveness of the Corporation’s compliance policies; and any material communications received from regulators. The Audit Committee shall review management’s evaluation of and representations relating to compliance with specific applicable law and guidance, and management’s plans to remediate any deficiencies identified.

Audit Committee Hotline Whistleblower Procedures

The Audit Committee shall establish for (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Audit Committee and, if the Audit Committee determines that the matter requires further investigation, it will direct the Chair of the Audit Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management and the general counsel to reach a satisfactory conclusion.

Audit Committee Disclosure

The Audit Committee shall prepare, review and approve any audit committee disclosures required by Applicable Requirements in the Corporation’s disclosure documents.

Delegation

The Audit Committee may, to the extent permissible by Applicable Requirements, designate a subcommittee to review any matter within this mandate as the Audit Committee deems appropriate.

5. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Audit Committee, functions. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation’s Articles and By-laws, it is not intended to establish any legally binding obligations.

6. Mandate Review

The Committee shall review and update this Mandate annually and present it to the Board for approval.

SCHEDULE “B”

DATAMETREX AI LIMITED 2023 OMNIBUS INCENTIVE PLAN

DATAMETREX AI LIMITED

2023 OMNIBUS INCENTIVE PLAN

(STOCK OPTION PLAN AND RSU PLAN)

ARTICLE ONE

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions For purposes of this Omnibus Incentive Plan, unless such capitalized word or term is otherwise defined herein or the context in which such capitalized word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings.

(a) " Acceleration Event " has the meaning given to such term in Section 3.10 hereof;
(b) " Account " means a notional account maintained for each Participant on the books of the Corporation which will be credited with RSUs in accordance with the terms of this Plan;
(c) " Award " means any of an Option or RSU granted pursuant to, or otherwise governed by, the Plan;
(d) " Award Agreement " means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement or a RSU Agreement;
(e) " Blackout Period " means a period of time during which:
(i) the trading guidelines of the Corporation, as amended or replaced from time to time, restrict one or more Participants from trading in securities of the Corporation; or
(ii) the Corporation has determined that one or more Participants may not trade any securities of the Corporation;
(f) " Blackout Period Expiry Date " means the date on which a Blackout Period expires;
(g) " Business Day " means a day on which the Stock Exchange is open for trading;
(h) " Committee " means the Directors or, if the Directors so determine in accordance with Section 2.04 hereof, the committee of the Directors authorized to administer this Plan;
(i) " Common Shares " means the common shares of the Corporation, as adjusted in accordance with the provisions of Article Six hereof from time to time;
(j) " Corporation " means DATAMETREX AI LIMITED, a Corporation existing under the Business Corporations Act (Ontario), and any successor Corporation thereof;
(k) " Designated Affiliates " means the affiliates of the Corporation designated by the Committee for purposes of this Plan from time to time;

(l) " Designated Broker " means a broker who is independent of, and deals at arm's length with, the Corporation and its Designated Affiliates and is designated by the Corporation;
(m) " Directors " means the directors of the Corporation from time to time;
(n) " Dividend Equivalent " means additional RSUs credited to a Participant's Account as a dividend equivalent pursuant to Section 4.07;
(o) " Eligible Directors " means, other than, in the case of a grant of RSUs, a person retained to provide Investor Relations Activities, the Directors or the directors of any Designated Affiliate from time to time;
(p) " Eligible Employees " means, other than, in the case of a grant of RSUs, a person retained to provide Investor Relations Activities, any employees and officers, whether Directors or not, of the Corporation or any Designated Affiliate, provided that such employees and officers are individuals who are considered employees under the ITA;
(q) " Employment Contract " means any contract between the Corporation or any Designated Affiliate and any Participant relating to, or entered into in connection with, the employment or departure of the Eligible Employee, the appointment, election or departure of the Eligible Director or the engagement of the Other Participant or any other agreement to which the Corporation or a Designated Affiliate is a party with respect to the rights of such Participant in respect of a change in control of the Corporation or the termination of employment, appointment, election or engagement of such Participant;
(r) " Exercise Price " has the meaning given to such term in Section 3.04 hereof;
(s) " Insider " has the meaning given to such term in the policies of the TSX Venture Exchange;
(t) " Investor Relations Activities " has the meaning given to such term in the policies of the TSX Venture Exchange;
(u) " ITA " means the Income Tax Act (Canada), together with the regulations thereto, each as amended from time to time;
(v) " Market Value of a Common Share " means, with respect to any particular date as of which the Market Value of a Common Share is required to be determined, (a) if the Common Shares are then listed on the Stock Exchange, the closing price of the Shares on the Stock Exchange on the last Trading Day prior to such particular date; or (b) if the Common Shares are not then listed on any stock exchange, the value as is determined solely by the Committee, acting reasonably and in good faith, and such determination shall be conclusive and binding on all persons;
(w) " Option " means an option to purchase Common Shares granted pursuant to, or governed by, this Plan;
(x) " Optionee " means a Participant to whom an Option has been granted pursuant to this Plan;
(y) " Option Period " means the period of time during which the particular Option may be exercised, including as extended in accordance with Section 3.05 hereof;

(z) " Other Participant " means, other than an Eligible Director or an Eligible Employee or, in the case of a grant of RSUs, a person retained to provide Investor Relations Activities, any person engaged to provide ongoing management, advisory, consulting, technical or other services (other than services provided in relation to a distribution of securities of the Corporation) for the Corporation or a Designated Affiliate, or any employee of such person, under a written contract between the Corporation and such person, and who spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Designated Affiliate and has a relationship with the Corporation or a Designated Affiliate that enables such person to be knowledgeable about the business and affairs of the Corporation or Designated Affiliate, as the case may be;
(aa) " Participant " means each Eligible Director, Eligible Employee and Other Participant that is granted one or more Awards under this Plan;
(bb) " Plan " means this omnibus incentive plan as amended from time to time;
(cc) " Redemption Date " has the meaning ascribed thereto in Section 4.05(a) hereof;
(dd) " Reserved Amount " has the meaning ascribed thereto in 2.07(a) hereof;
(ee) " Restriction Period " means, with respect to a particular grant of RSUs, the period between the date of grant of such RSUs and the latest Vesting Date in respect of any portion of such RSUs;
(ff) " RSU " means a restricted share unit, which is a right awarded to a Participant to receive cash, Common Shares or any combination of cash and Common Shares, as determined by the Corporation in its sole discretion, pursuant to, and governed by, this Plan;
(gg) " RSU Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of RSUs and the terms and conditions thereof;
(hh) " RSU Outside Expiry Date " has the meaning ascribed thereto in Section 4.05(d) hereof;
(ii) " Stock Exchange " means the TSX Venture Exchange or, if the Common Shares are not then listed on the TSX Venture Exchange, such other principal market on which the Common Shares are then traded as designated by the Committee from time to time;
(jj) " Termination " has the meaning given to such term in Section 3.12 hereof;
(kk) " Trading Day " means any day on which the Stock Exchange is open for trading;
(ll) " U.S. Securities Act " has the meaning given to such term in Section 5.02 hereof; and
(mm) " Vesting Date " has the meaning ascribed thereto in Section 4.04 hereof.

Section 1.02 Headings . The headings of all articles, sections, paragraphs and subparagraphs in this Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.

Section 1.03 Context, Construction. Whenever the singular or masculine are used in this Plan the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires. The word "person" shall be given the widest meaning possible and shall include, without limitation, an individual, a Corporation, a partnership, a limited partnership or any other unincorporated entity.

Section 1.04 References to this Plan . The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this Plan as a whole and not to any particular article, section, paragraph, subparagraph or other part hereof.

Section 1.05 Canadian Funds . Unless otherwise specifically provided, all references to dollar amounts in this Plan are references to lawful money of Canada.

ARTICLE TWO

PURPOSE AND ADMINISTRATION OF THIS PLAN

Section 2.01 Purpose of this Plan . The Plan provides for the potential acquisition of Common Shares by Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees, directors and consultants of the Corporation and the Designated Affiliates and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by key employees, directors and consultants of the Corporation and the Designated Affiliates, it being generally recognized that share incentive plans can aid in attracting, retaining and encouraging employees, directors and consultants due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

Section 2.02 Participants . This Plan is hereby established for Eligible Directors, Eligible Employees and Other Participants.

Section 2.03 Administration of this Plan . This Plan shall be administered by the Committee and the Committee shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Committee may deem necessary or desirable in order to comply with the requirements of this Plan, subject in all cases to compliance with regulatory requirements. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Corporation and its Designated Affiliates. This Plan shall be administered in accordance with the rules and policies of the TSX Venture Exchange by the Committee so long as the Common Shares are listed on the TSX Venture Exchange.

Section 2.04 Delegation to Committee . All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors.

Section 2.05 Record Keeping . The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Participant;
(b) the number of Common Shares subject to Awards granted to each Participant; and
(c) the aggregate number of Common Shares subject to Awards.

Section 2.06 Determination of Participants . The Committee shall from time to time determine the Participants who may participate in this Plan. The Committee shall from time to time determine the Participants to whom Awards shall be granted, the number of Common Shares to be made subject to, and the expiry date of, each Award granted to each Participant and the other terms, including any vesting provisions, of each Award granted to each Participant, all such determinations to be made in accordance with the terms and conditions of this Plan, and the Committee may take into consideration the present and potential contributions of, and the services rendered by, the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant. All Eligible Employees and Other Participants shall be bona fide Eligible Employees or Other Participants, as the case may be.

Section 2.07 Maximum Number of Shares .

(a) The maximum number of Common Shares reserved for issue pursuant to this Plan shall be determined from time to time by the Committee but, in any case, shall not exceed, in the aggregate, 10% of the number of Common Shares then outstanding; provided that the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options and pursuant to the settlement of RSUs granted under this Plan shall be equal to 10% of the number of Common Shares then outstanding, less the Reserved Amount (the " Reserved Amount ").
(b) The maximum number of Common Shares reserved for issue pursuant to Awards granted under this Plan to Participants who are Insiders of the Corporation in any 12 month period shall not exceed 10% of the number of Common Shares then outstanding, unless disinterested shareholder approval is received therefor in accordance with the policies of the Stock Exchange.
(c) The maximum number of Common Shares reserved for issue under Awards granted to any one Participant in any 12 month period shall not exceed 5% of the number of Common Shares then outstanding, unless disinterested shareholder approval is received therefor in accordance with the policies of the Stock Exchange.
(d) The maximum number of Common Shares reserved for issue under Awards granted to any one Other Participant in any 12 month period shall not exceed 2% of the number of Common Shares then outstanding.
(e) The maximum number of Common Shares reserved for issue under Options granted to all Eligible Employees and to all Other Participants conducting Investor Relations Activities in any 12 month period shall not exceed, in the aggregate, 2% of the number of Common Shares then outstanding. Options granted to Eligible Employees or Other Participants

performing Investor Relations Activities shall vest in stages over a 12 month period, with no more than ¼ of the Options vesting in any three month period. The Directors shall, through the establishment of appropriate procedures, monitor the trading in the securities of the Corporation by all Participants performing Investor Relations Activities. No acceleration of the vesting provisions of Options granted to persons retained to provide Investor Relations Activities is allowed without the prior acceptance of the Stock Exchange.

For purposes of this Section 2.07, "the number of Common Shares then outstanding" shall mean the number of Common Shares outstanding on a non-diluted basis calculated at the date of the proposed grant of the applicable Award.

ARTICLE THREE

OPTION AWARDS

Section 3.01 Nature of Options . An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at the Exercise Price, but subject to the provisions hereof. For greater certainty, the Corporation is obligated to issue and deliver the designated number of Common Shares on the exercise of an Option and shall have no independent discretion to settle an Option in cash or other property other than Common Shares issued from treasury. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 3.02 Option Awards . Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Committee shall, from time to time by resolution, in its sole discretion, (a) designate the Eligible Director, Eligible Employee or Other Participant who may receive Options under the Plan, (b) fix the number of Options, if any, to be granted to each Eligible Director, Eligible Employee or Other Participant and the date or dates on which such Options shall be granted, (c) subject to Section 3.04, determine the price per Common Share to be payable upon the exercise of each such Option, (d) determine the relevant vesting provisions (including performance criteria, if applicable) and (e) determine the term of the Options, the whole subject to the terms and conditions prescribed in this Plan or in any stock option agreement, and any applicable rules of the Stock Exchange.

Section 3.03 Option Notice or Agreement . Each Option granted to a Participant may be evidenced by a stock option notice or stock option agreement setting out terms and conditions consistent with the provisions of this Plan, which terms and conditions need not be the same in each case and which terms and conditions may be changed from time to time.

Section 3.04 Exercise Price . The price per share (the " Exercise Price ") at which any Common Share which is the subject of an Option may be purchased shall be determined by the Committee at the time the Option is granted, provided that the Exercise Price shall be not less than the closing price of the Common Shares on the Stock Exchange on the last trading day immediately preceding the date of the grant of such Option less the maximum discount, if any, permitted by the Stock Exchange or, if the Common Shares are not then listed on any stock exchange, the Exercise Price shall not be less than the fair market value of the Common Shares as may be determined by the Directors on the day immediately preceding the date of the grant of such Option. Disinterested shareholder approval shall be required for any reduction in the Exercise Price of any Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment to the Exercise Price.

Section 3.05 Term of Option . The Option Period for each Option shall be such period of time as shall be determined by the Committee, subject to amendment by an Employment Contract, provided that in no event shall an Option Period exceed ten years. Notwithstanding the definition of Option Period contained herein or the foregoing, the expiration date of an Option will be the date fixed by the Directors with respect to such Option unless such expiration date falls within a Blackout Period or within ten days after a Blackout Period Expiry Date, in which case the expiration date of the Option will be the date which is ten Business Days after the Blackout Period Expiry Date. Disinterested shareholder approval shall be required for the extension of any Option Period if the Optionee is an Insider of the Corporation at the time of the proposed amendment to the Option Period.

Section 3.06 Lapsed Options . If Options granted under this Plan (or stock options granted under the Prior Option Plan) are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Common Shares not purchased under such lapsed Options (or such lapsed stock options).

Section 3.07 Limit on Options to be Exercised . Except as otherwise specifically provided herein or in any Employment Contract, Options may be exercised by the Optionee in whole at any time, or in part from time to time (in each case to the nearest full Common Share), during the Option Period only in accordance with the vesting schedule, if any, determined by the Committee, in its sole and absolute discretion, subject to the applicable requirements of the Stock Exchange, at the time of the grant of the Option, which vesting schedule may include performance vesting or acceleration of vesting in certain circumstances and which may be amended or changed by the Committee from time to time with respect to a particular Option. If the Committee does not determine a vesting schedule at the time of the grant of any particular Option, such Option shall be exercisable in whole at any time, or in part from time to time, during the Option Period, subject to the applicable requirements of the Stock Exchange. In the event that the Common Shares are listed on the TSX Venture Exchange, Options with an Exercise Price based on the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange), and the Common Shares issuable upon the exercise thereof, shall be subject to the restricted period and legending requirements imposed by the policies of the TSX Venture Exchange.

Section 3.08 Eligible Participants on Exercise . An Option may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period, provided however that, except as otherwise specifically provided in Section 3.11 or Section 3.12 hereof or in any Employment Contract, no Option may be exercised unless the Optionee at the time of exercise thereof is:

(a) in the case of an Eligible Employee, an officer of the Corporation or a Designated Affiliate or in the employment of the Corporation or a Designated Affiliate and has been continuously an officer or so employed since the date of the grant of such Option, provided however that a leave of absence with the approval of the Corporation or such Designated Affiliate shall not be considered an interruption of employment for purposes of this Plan;
(b) in the case of an Eligible Director who is not also an Eligible Employee, a director of the Corporation or a Designated Affiliate and has been such a director continuously since the date of the grant of such Option; and
(c) in the case of an Other Participant, engaged, directly or indirectly, in providing ongoing management, advisory, consulting, technical or other services for the Corporation or a Designated Affiliate and has been so engaged since the date of the grant of such Option.

Section 3.09 Payment of Exercise Price . The issue of Common Shares on the exercise of any Option shall be contingent upon receipt by the Corporation of payment of the aggregate purchase price for the Common Shares in respect of which the Option has been exercised by cash or certified cheque delivered to the registered office of the Corporation together with a completed notice of exercise, together with any tax amounts required under Section 5.01. No Optionee or legal representative, legatee or distributee of any Optionee will be, or will be deemed to be, a holder of any Common Shares with respect to which such Optionee was granted an Option, unless and until certificates for such Common Shares are issued to such Optionee, or them, under the terms of this Plan. Subject to Section 6.11 hereof, upon an Optionee exercising an Option and paying the Corporation the aggregate purchase price for the Common Shares in respect of which the Option has been exercised, the Corporation shall as soon as practicable thereafter issue and deliver a certificate representing the Common Shares so purchased.

Section 3.10 Acceleration on Take-over Bid, Consolidation, Merger, etc. In the event that:

(a) the Corporation seeks or intends to seek approval from the shareholders of the Corporation for a transaction which, if completed, would constitute an Acceleration Event (as defined below); or
(b) a person makes a bona fide offer or proposal to the Corporation or the shareholders of the Corporation which, if accepted or completed, would constitute an Acceleration Event,

the Corporation shall send notice to all Optionees of such transaction, offer or proposal as soon as practicable and, provided that the Committee has determined that no adjustment will be made pursuant to Section 6.06 hereof, (i) the Committee may, by resolution and notwithstanding any vesting schedule applicable to any Option or Section 3.07 hereof, permit all Options outstanding which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Option) and prior to such transaction, offer or proposal, so that the Optionee may participate in such transaction, offer or proposal, and (ii) the Committee may accelerate the expiry date of such Options and the time for the fulfillment of any conditions or restrictions on such exercise.

In this 3.10 an " Acceleration Event " means:

(a) the acquisition by any person of beneficial ownership of more than 50% of the votes attached to the outstanding voting securities of the Corporation, by means of a take-over bid or otherwise;
(b) any consolidation, merger, statutory amalgamation or arrangement involving the Corporation and pursuant to which the Corporation will not be the continuing or surviving Corporation or pursuant to which the Common Shares will be converted into cash or securities or property of another entity, other than a transaction involving the Corporation and in which the shareholders of the Corporation immediately prior to the completion of the transaction will have the same proportionate ownership of the surviving Corporation immediately after the completion of the transaction;
(c) a separation of the business of the Corporation into two or more entities;
(d) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation to another entity; or
(e) the approval by the shareholders of the Corporation of any plan of liquidation or dissolution of the Corporation.

Section 3.11 Effect of Death . If a Participant or, in the case of an Other Participant which is not an individual, the primary individual providing services to the Corporation or Designated Affiliate on behalf of the Other Participant, shall die, any outstanding Option held by such Participant or Other Participant at the date of such death shall become immediately exercisable notwithstanding Section 3.07 hereof, and shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of 12 months after the date of death of the Optionee or prior to the expiration of the Option Period in respect of the Option, whichever is earlier, and then only to the extent that such Optionee was entitled to exercise the Option at the date of the death of such Optionee in accordance with Sections 3.07, 3.08 and 3.12 hereof.

Section 3.12 Effect of Termination of Engagement . If a Participant shall:

(a) cease to be a Director or of a Designated Affiliate, as the case may be (and is not or does not continue to be an employee thereof), for any reason (other than death); or
(b) cease to be employed by, or provide services to, the Corporation or the Designated Affiliates (and is not or does not continue to be a director or officer thereof), or any Corporation engaged to provide services to the Corporation or the Designated Affiliates, for any reason (other than death) or shall receive notice from the Corporation or any Designated Affiliate of the termination of their Employment Contract;

(the earliest to occur of any of the foregoing events being referred to herein as a " Termination "), except as otherwise provided in any Employment Contract, such Participant may, but only within the 90 days next succeeding such Termination (or, subject to the limitations set forth below, such other period of time as may be determined by the Board of Directors of the Corporation), exercise the Options to the extent that such Participant was entitled to exercise such Options at the date of such Termination. Notwithstanding the foregoing or any Employment Contract, in no event shall such right extend beyond the Option Period or one year from the date of Termination.

ARTICLE FOUR

RESTRICTED SHARE UNIT AWARDS

Section 4.01 Nature of RSUs. An RSU is an Award that is a bonus for services rendered in the year of grant, that, upon settlement, entitles the recipient Participant to receive a cash payment equal to the Market Value of a Common Share or, at the sole discretion of the Committee, a Common Share, and subject to such restrictions and conditions on vesting as the Committee may determine at the time of grant, unless such RSU expires prior to being settled. Restrictions and conditions on vesting may, without limitation, be based on the passage of time during continued employment or other service relationship, the achievement of specified performance criteria or both.

Section 4.02 RSU Awards

(a) Subject to the provisions herein and any shareholder or regulatory approval which may be required, the Committee shall, from time to time by resolution, in its sole discretion, (a) designate the Eligible Director, Eligible Employee or Other Participant who may receive RSUs under the Plan, provided such person was not retained to provide Investor Relations Activities, (b) fix the number of RSUs, if any, to be granted to each Eligible Director, Eligible Employee or Other Participant and the date or dates on which such RSUs shall be granted, (c) determine the relevant conditions, vesting provisions and the Restriction Period of such RSUs, and (d) determine any other terms and conditions applicable to the granted

RSUs, which need not be identical and which, without limitation, may include noncompetition provisions, subject to the terms and conditions prescribed in this Plan, in any RSU Agreement, and any applicable rules of the Stock Exchange.

(b) Subject to the vesting and other conditions and provisions in this Plan, including Section 2.07, all RSUs granted herein shall vest in accordance with the terms of the RSU Agreement entered into in respect of such RSUs.
(c) Subject to the vesting and other conditions and provisions in this Plan and in the applicable RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive, on settlement, a cash payment equal to the Market Value of a Common Share, or, at the discretion of the Committee, one Common Share or any combination of cash and Common Shares as the Committee in its sole discretion may determine, in each case less any applicable withholding taxes. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Common Shares in respect of any RSU, and, notwithstanding any discretion exercised by the Committee to settle any RSU, or a portion thereof, in the form of Common Shares, the Committee reserves the right to change such form of payment at any time until payment is actually made.

Section 4.03 RSU Agreements

(a) The grant of a RSU by the Committee shall be evidenced by a RSU Agreement in such form not inconsistent with the Plan as the Committee may from time to time determine. Such RSU Agreement shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Committee from time to time) which are not inconsistent with this Plan and which the Committee deems appropriate for inclusion in a RSU Agreement. The provisions of the various RSU Agreements issued under this Plan need not be identical.
(b) The RSU Agreement shall contain such terms that the Corporation considers necessary in order that the RSUs granted to Participants, shall not constitute a "salary deferral arrangement" as defined in subsection 248(1) of the ITA, by reason of the exemption in paragraph (k) thereof or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or provide services in or the rules of any regulatory body having jurisdiction over the Corporation.

Section 4.04 Vesting of RSUs . The Committee shall have sole discretion to (a) determine if any vesting conditions with respect to a RSU, including any performance criteria or other vesting conditions contained in the applicable RSU Agreement, have been met, (b) waive the vesting conditions applicable to RSUs (or deem them to be satisfied), and (c) extend the Restriction Period with respect to any grant of RSUs, provided that any such extension shall not result in the Restriction Period for such RSUs extending beyond the RSU Outside Expiry Date. The Corporation shall communicate to a Participant, as soon as reasonably practicable, the date on which all such applicable vesting conditions in respect of a grant of RSUs to the Participant have been satisfied, waived or deemed satisfied and such RSUs have vested (the " Vesting Date ").

Section 4.05 Redemption / Settlement of RSUs

(a) Subject to the provisions of this Section 4.05 and Section 4.06, a Participant's vested RSUs shall be redeemed in consideration for a cash payment on the date (the " Redemption

Date ") that is the earliest of (a) the 15th day following the applicable Vesting Date for such vested RSUs (or, if such day is not a Business Day, on the immediately following Business Day), and (b) the RSU Outside Expiry Date.

(b) Subject to the provisions of this Section 4.05 and Section 4.06, during the period between the Vesting Date and the Redemption Date in respect of a Participant's vested RSUs, the Corporation (or any Designated Affiliate that is party to an Employment Contract with the Participant whose vested RSUs are to be redeemed) shall, at its sole discretion, be entitled to elect to settle all or any portion of the cash payment obligation otherwise arising in respect of the Participant's vested RSUs either (a) by the issuance of Common Shares to the Participant (or the legal representative of the Participant, if applicable) on the Redemption Date, or (b) by paying all or a portion of such cash payment obligation to the Designated Broker, who shall use the funds received to purchase Common Shares in the open market, which Common Shares shall be registered in the name of the Designated Broker in a separate account for the Participant's benefit.
(c) Settlement of a Participant's vested RSUs shall take place on the Redemption Date as follows:
(i) where the Corporation (or applicable Designated Affiliate) has elected to settle all or a portion of the Participant's vested RSUs in Common Shares issued from treasury:
- (A) in the case of Common Shares issued in certificated form, by delivery to the Participant (or to the legal representative of the Participant, if applicable) of a certificate in the name of the Participant (or the legal representative of the Participant, if applicable) representing the aggregate number of Common Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding tax and other applicable source deductions in accordance with Section 5.01; or
- (B) in the case of Common Shares issued in uncertificated form, by the issuance to the Participant (or to the legal representative of the Participant, if applicable) of the aggregate number of Common Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 5.01, which Common Shares shall be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Common Shares;
(ii) where the Corporation or a Designated Affiliate has elected to settle all or a portion of the Participant's vested RSUs in Common Shares purchased in the open market, by delivery by the Corporation or a Designated Affiliate of which the Participant is a director, executive officer, employee or consultant to the Designated Broker of readily available funds in an amount equal to the Market Value of a Common Share as of the Redemption Date multiplied by the number of vested RSUs to be settled in Common Shares purchased in the open market, less the amount of any applicable withholding tax and other applicable source deductions under Section 5.01, along with directions instructing the Designated Broker to use such funds to purchase Common Shares in the open market for the benefit of the Participant and to be evidenced by a confirmation from the Designated Broker of such purchase;

(iii) any cash payment to which the Participant is entitled (excluding, for the avoidance of doubt, any amount payable in respect of the Participant's RSUs that the Corporation or a Designated Affiliate has elected to settle in Common Shares) shall, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 5.01, be paid to the Participant (or to the legal representative of the Participant, if applicable) by the Corporation or a Designated Affiliate of which the Participant is a director, executive officer, employee or consultant, in cash, by cheque or by such other payment method as the Corporation and Participant may agree; and
(iv) where the Corporation or a Designated Affiliate has elected to settle a portion, but not all, of the Participant's vested RSUs in Common Shares, the Participant shall be deemed to have instructed the Corporation or Designated Affiliate, as applicable, to withhold from the cash portion of the payment to which the Participant is otherwise entitled such amount as may be required in accordance with Section 5.01 and to remit such withheld amount to the applicable taxation authorities on account of any withholding tax obligations, and the Corporation or Designated Affiliate, as applicable, shall deliver any remaining cash payable, after making any such remittance, to the Participant (or to the legal representative of the Participant, if applicable) as soon as reasonably practicable. In the event that the cash portion payable to settle a Participant's RSUs in the foregoing circumstances is not sufficient to satisfy the withholding obligations of the Corporation or a Designated Affiliate pursuant to Section 5.01, the Corporation or Designated Affiliate, as applicable, shall be entitled to satisfy any remaining withholding obligation by any other mechanism as may be required or determined by the Corporation or Designated Affiliate as appropriate.
(d) Notwithstanding any other provision in this Article Four, no payment, whether in cash or in Common Shares, shall be made in respect of the settlement of any RSUs later than December 15th of the third (3rd) calendar year following the end of the calendar year in respect of which such RSU is granted (the " RSU Outside Expiry Date ").

Section 4.06 Determination of Amounts

(a) The cash payment obligation arising in respect of the redemption and settlement of a vested RSU pursuant to Section 4.05 shall be equal to the Market Value of a Common Share as of the applicable Redemption Date. For the avoidance of doubt, the aggregate cash amount to be paid to a Participant (or the legal representative of the Participant, if applicable) in respect of a particular redemption of the Participant's vested RSUs shall, subject to any adjustments in accordance with Section 6.07 and any withholding required pursuant to Section 5.01, be equal to the Market Value of a Common Share as of the Redemption Date for such vested RSUs multiplied by the number of vested RSUs in the Participant's Account at the commencement of the Redemption Date (after deducting any such vested RSUs in the Participant's Account in respect of which the Corporation (or applicable Designated Affiliate) makes an election under Section 4.05(b) to settle such vested RSUs in Common Shares).
(b) If the Corporation (or applicable Designated Affiliate) elects in accordance with Section 4.05(b) to settle all or a portion of the cash payment obligation arising in respect of the redemption of a Participant's vested RSUs by the issuance of Common Shares, the Corporation shall, subject to any adjustments in accordance with Section 6.07 and any

withholding required pursuant to Section 5.01, issue to the Participant (or the legal representative of the Participant, if applicable), for each vested RSU which the Corporation (or applicable Designated Affiliate) elects to settle in Common Shares, one Common Share. Where, as a result of any adjustment in accordance with Section 6.07 and/or any withholding required pursuant to Section 5.01, the aggregate number of Common Shares to be received by a Participant upon an election by the Corporation (or applicable Designated Affiliate) to settle all or a portion of the Participant's vested RSUs in Common Shares includes a fractional Common Share, the aggregate number of Common Shares to be received by the Participant shall be rounded down to the nearest whole number of Common Shares.

Section 4.07 Award of Dividend Equivalents

(a) Dividend Equivalents may, as determined by the Committee in its sole discretion, be awarded as a bonus for services rendered in the year awarded in respect of unvested RSUs in a Participant's Account on the same basis as cash dividends declared and paid on Common Shares as if the Participant was a shareholder of record of Common Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant's Account in additional RSUs, the number of which shall be equal to a fraction where the numerator is the product of (a) the number of RSUs in such Participant's Account on the date that dividends are paid multiplied by (b) the dividend paid per Common Share and the denominator of which is the Market Value of a Common Share calculated as of the date that dividends are paid. Any additional RSUs credited to a Participant's Account as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting, Restriction Periods and expiry) as the RSUs in respect of which such additional RSUs are credited.
(b) In the event that the Participant's applicable RSUs do not vest, all Dividend Equivalents, if any, associated with such RSUs will be forfeited by the Participant.

Section 4.08 Effect of Death . If a Participant or, in the case of an Other Participant which is not an individual, the primary individual providing services to the Corporation or Designated Affiliate on behalf of the Other Participant, shall die, any unvested RSUs in the Participant's Account as at the date of such death relating to a Restriction Period in progress shall become immediately forfeited and cancelled. For greater certainty, where a Participant's employment or service relationship with the Corporation or a Designated Affiliate is terminated as a result of death following the satisfaction of all vesting conditions in respect of particular RSUs but before receipt of the corresponding distribution or payment in respect of such RSUs, the Participant shall remain entitled to such distribution or payment. Notwithstanding the foregoing, if the Committee, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested RSUs, the date of such action is the Vesting Date.

Section 4.09 Effect of Termination of Engagement . If a Participant shall:

(a) cease to be a Director or of a Designated Affiliate, as the case may be (and is not or does not continue to be an employee thereof), for any reason (other than death); or
(b) cease to be employed by, or provide services to, the Corporation or the Designated Affiliates (and is not or does not continue to be a director or officer thereof), or any Corporation engaged to provide services to the Corporation or the Designated Affiliates, for any reason

(other than death) or shall receive notice from the Corporation or any Designated Affiliate of the termination of their Employment Contract;

(the earliest to occur of any of the foregoing events being referred to herein as a " Termination "), the Participant's participation in the Plan shall be terminated immediately, all RSUs credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested RSUs shall be forfeited and cancelled on the Termination Date. Notwithstanding the foregoing, if the Committee, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested RSUs, the date of such action is the Vesting Date.

ARTICLE FIVE

WITHHOLDING TAXES AND SECURITIES LAWS OF THE UNITED STATES OF AMERICA

Section 5.01 Withholding Taxes . The Corporation or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any Designated Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Award or Common Share including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Common Shares to be issued upon the exercise or settlement, as applicable, of any Award, until such time as the Participant has paid the Corporation or any Designated Affiliate for any amount which the Corporation or the Designated Affiliate is required to withhold with respect to such taxes.

Section 5.02 Securities Laws of the United States of America . Neither the Awards which may be granted pursuant to this Plan nor the Common Shares which may be issued pursuant to the exercise or settlement, as applicable, of any Awards have been registered under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), or under any securities law of any state of the United States of America. Accordingly, any Participant who is issued Common Shares or granted an Award in a transaction which is subject to the U.S. Securities Act or the securities laws of any state of the United States of America may be required to represent, warrant, acknowledge and agree that:

(a) the Participant is acquiring the Award and/or any Common Shares as principal and for the account of the Participant;
(b) in granting the Award and/or issuing the Common Shares to the Participant, the Corporation is relying on the representations and warranties of the Participant to support the conclusion of the Corporation that the granting of the Award and/or the issue of Common Shares do not require registration under the U.S. Securities Act or to be qualified under the securities laws of any state of the United States of America;
(c) each certificate representing Common Shares so issued may be required to have the following legend:
"THE SECURITIES REPRESENTED HEREBY [for Awards add: AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO

THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT,

(C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION (WHICH WILL BE DELIVERED PROMPTLY AND WILL NOT BE UNREASONABLY WITHHELD, BUT WHICH MAY BE CONDITIONAL ON DELIVERY OF A LEGAL OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION), PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.";

provided that if such Common Shares are being sold outside the United States of America in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and provided that the Corporation is a "foreign issuer" within the meaning of Regulation S under the U.S. Securities Act at the time of such sale, such legend may be removed by providing a written declaration signed by the holder to the registrar and transfer agent for the Common Shares to the following effect:

"The undersigned (A) represents and warrants that the sale of the securities of DATAMETREX AI LIMITED (the " Corporation ") to which this declaration relates is being made in compliance with Rule 904 of Regulation S under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), and (B) certifies that (1) the undersigned is not an affiliate of the Corporation as that term is defined in the U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside of the United States, or the undersigned and any person acting on its behalf reasonably believe that the buyer was outside the United States or (B) the transaction was executed on or through the facilities of a Designated Offshore Securities Market and neither the undersigned nor any person acting on behalf thereof knows or has any reason to believe that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has

engaged or will engage in any directed selling efforts in the United States in connection with the offer; and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the

U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.";

(d) other than as contemplated by Section 5.02(c) hereof, prior to making any disposition of any Common Shares acquired pursuant to this Plan which might be subject to the requirements of the U.S. Securities Act, the Participant shall give written notice to the Corporation describing the manner of the proposed disposition and containing such other information as is necessary to enable counsel for the Corporation to determine whether registration under the U.S. Securities Act or qualification under any securities laws of any state of the United States of America is required in connection with the proposed disposition and whether the proposed disposition is otherwise in compliance with such legislation and the regulations thereto;
(e) other than as contemplated by Section 5.02(c) hereof, the Participant will not attempt to effect any disposition of the Common Shares owned by the Participant and acquired pursuant to this Plan or of any interest therein which might be subject to the requirements of the U.S. Securities Act in the absence of an effective registration statement relating thereto under the U.S. Securities Act or an opinion of counsel satisfactory in form and substance to counsel for the Corporation that such disposition would not constitute a violation of the U.S. Securities Act and then will only dispose of such Common Shares in the manner so proposed;
(f) the Corporation may place a notation on the records of the Corporation to the effect that none of the Common Shares acquired by the Participant pursuant to this Plan shall be transferred unless the provisions of the Plan have been complied with; and
(g) the effect of these restrictions on the disposition of the Common Shares acquired by the Participant pursuant to this Plan is such that the Participant may not be able to sell or otherwise dispose of such Common Shares for a considerable length of time in a transaction which is subject to the provisions of the U.S. Securities Act other than as contemplated by Section 5.02(c) hereof.

ARTICLE SIX

GENERAL

Section 6.01 Effective Time of this Plan . This Plan shall become effective upon a date to be determined by the Directors; provided, however, that the RSU components of the Plan shall be subject to disinterested shareholder approval.

Section 6.02 Amendment of Plan . The Committee shall have the right:

(a) without the approval of the shareholders of the Corporation, subject to Section 6.02(b) of the Plan, to make any amendments to the Plan, including but not limited to the following amendments:
(i) any amendment of a "housekeeping" nature, including, without limitation, amending the wording of any provision of the Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correcting grammatical or typographical errors and amending the definitions contained within the Plan;
(ii) any amendment to comply with the rules, policies, instruments and notices of any regulatory authority to which the Corporation is subject, including the Stock Exchange, or to otherwise comply with any applicable law or regulation;
(iii) other than changes to the expiration date and the exercise price of any Award as described in Section 6.02(b)(iii) and Section 6.02(b)(iv) of this Plan, any amendment, with the consent of the Participant, to the terms of any Award previously granted to such Participant under the Plan;
(iv) any amendment to the provisions concerning the effect of the termination of an Participant's position, employment or services on such Participant's status under the Plan;
(v) any amendment to the categories of persons who are Participants; and
(vi) any amendment respecting the administration or implementation of the Plan;
(b) with the approval of the shareholders of the Corporation by ordinary resolution, including if required by the applicable Stock Exchange, disinterested shareholder approval, to make any amendment to the Plan not contemplated by Section 6.02(a) of the Plan, including, but not limited to:
(i) any change to the number of Common Shares issuable from treasury under the Plan, including an increase to the fixed maximum percentage or number of Common Shares or a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares or vice versa, other than an adjustment pursuant to Section 6.07 of the Plan;
(ii) any amendment which reduces the exercise price of any Award, other than an adjustment pursuant to Section 6.07 of the Plan; provided, however, that, for greater certainty, disinterested shareholder approval will be required for any amendment which reduces the exercise price of any Option if the Participant is an Insider of the Corporation at the time of the proposed amendment;
(iii) any amendment which extends the expiry date of an Award, or the Restriction Period of any RSU beyond the original expiry date or Restriction Period, except in the event of an extension due to a Blackout Period;

(iv) any amendment which cancels any Award and replaces such Award with an Award which has a lower exercise price or other entitlement, other than an adjustment pursuant to Section 6.07 of the Plan,
(v) any amendment which would permit Awards to be transferred or assigned by any Participant other than as allowed by Section 6.03 of the Plan, and
(vi) any amendments to this Section 6.02 of the Plan.

Notwithstanding the foregoing, any amendment to the Plan shall be subject to the receipt of all required regulatory approvals including, without limitation, the approval of the Stock Exchange.

Section 6.03 Non-Assignable . No rights under this Plan and no Award awarded pursuant to this Plan are assignable or transferable by any Participant other than pursuant to a will or by the laws of descent and distribution.

Section 6.04 Rights as a Shareholder . No Participant shall have any rights as a shareholder of the Corporation with respect to any Common Shares which are the subject of an Award. Except as otherwise provided in this Plan, no Participant shall be entitled to receive any dividends, distributions or other rights declared for shareholders of the Corporation for which the record date is prior to the date of issue of certificates representing Common Shares acquired upon the exercise or settlement, as applicable, of any Awards.

Section 6.05 No Contract of Employment . Nothing contained in this Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or any Designated Affiliate nor interfere or be deemed to interfere in any way with any right of the Corporation or any Designated Affiliate to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in any of this Plan by a Participant shall be voluntary.

Section 6.06 Consolidation, Merger, etc . If there is a consolidation, merger or statutory amalgamation or arrangement of the Corporation with or into another Corporation, a separation of the business of the Corporation into two or more entities or a sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation to another entity, upon the exercise or settlement, as applicable, of an Award under this Plan the holder thereof shall be entitled to receive the securities, property or cash which the holder would have received upon such consolidation, merger, amalgamation, arrangement, separation or transfer if the holder had been the holder of Common Shares immediately prior to the effective time of such event, unless the Committee otherwise determines appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such event.

Section 6.07 Adjustment in Number of Common Shares Subject to the Plan . In the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in:

(a) the number of Common Shares available under this Plan;
(b) the number of Common Shares subject to any Award;
(c) the exercise price of the Common Shares subject to Awards; and
(d) the number of Common Shares or cash payment to which the Participant is entitled upon exercise or settlement of such Award.

If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of this Plan.

Section 6.08 Securities Exchange Take-over Bid . In the event that the Corporation becomes the subject of a take-over bid (within the meaning of the Securities Act (Ontario)) as a result of which all of the outstanding Common Shares are acquired by the offeror through compulsory acquisition provisions of the incorporating statute or otherwise, and where consideration is paid in whole or in part in equity securities of the offeror, the Committee may send notice to all Participants requiring them to surrender their Awards within 10 days of the mailing of such notice, and the Optionees shall be deemed to have surrendered such Awards on the tenth day after the mailing of such notice without further formality, provided that:

(a) the Committee delivers with such notice an irrevocable and unconditional offer by the offeror to grant replacement awards to the Participants on the equity securities offered as consideration;
(b) the Committee has determined, in good faith, that such replacement awards have substantially the same economic value as the Awards being surrendered; and
(c) the surrender of Awards and the granting of replacement awards can be effected on a tax free rollover basis or otherwise without adverse tax consequences under the ITA.

Section 6.09 No Representation or Warranty . The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Plan.

Section 6.10 Compliance with Applicable Law . If any provision of this Plan or any Award contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction over the securities of the Corporation, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

Section 6.11 Necessary Approvals . The obligation of the Corporation to issue and deliver any Common Shares in accordance with this Plan shall be subject to any necessary approval of any stock exchange or regulatory authority having jurisdiction over the securities of the Corporation. If any Common Shares cannot be issued to any Participant upon the exercise or settlement, as applicable, of an Award for whatever reason, the obligation of the Corporation to issue such Common Shares shall terminate and any exercise price paid to the Corporation in respect of the exercise or settlement, as applicable, of such Award shall be returned to the Participant.

Section 6.12 Conflict . To the extent there is any inconsistency or ambiguity between this Plan and any Employment Contract, the terms of such Employment Contract shall govern to the extent of such inconsistency or ambiguity, subject only to compliance with applicable law and Stock Exchange policy.

Section 6.13 Interpretation . This Plan shall be governed by, and be construed in accordance with, the laws of the Province of Ontario.

SCHEDULE “C”

DATAMETREX AI LIMITED CHANGE OF AUDITOR PACKAGE

G:\DataMetrexAILimited\Meetings\Shareholders\2023\Circular\Management Information Circular - Final.docx

NOTICE OF CHANGE OF AUDITOR

TO: Alberta Securities Commission British Columbia Securities Commission Ontario Securities Commission

AND TO: Baker Tilly WM LLP

TAKE NOTICE THAT:

(a) Baker Tilly WM LLP, the former auditors (the “ Former Auditors ”) of DataMetrex AI Limited (the " Company ") tendered their resignation as the auditors of the Company effective September 27, 2023. The Company is in the process of identifying the successor auditors and will appoint new auditors at a later date;
(b) the Former Auditors resign due to scheduling conflicts.
(c) the resignation of the Former Auditors has been approved by the audit committee and confirmed by the board of directors of the Company;
(d) there have been no reservations contained in the Former Auditor's reports on any of the previous financial statements of the Company; and
(e) there are no reportable events (as defined in 4.11(1) of National Instrument 51-102).

DATED at Vancouver, British Columbia, Canada this 27[th] day of September 2023.

BY ORDER OF THE BOARD

Marshall Gunter, Chief Executive Officer

==> picture [142 x 38] intentionally omitted <==

Baker Tilly WM LLP

900 – 400 Burrard Street Vancouver, British Columbia Canada V6C 3B7 T: +1 604.684.6212 F: +1 604.688.3497

[email protected] www.bakertilly.ca

September 28, 2023

Alberta Securities Commission British Columbia Securities Commission Ontario Securities Commission

Dear Sirs:

Re: Datametrex AI Limited (“the Company”) Change of Auditor Notice dated September 27, 2023

Pursuant to section 4.11 of National Instrument 51-102, we have read the Change of Auditor Notice (the “Notice”) and agree with the statements contained in the Notice pertaining to our firm.

Yours very truly,

==> picture [146 x 37] intentionally omitted <==

Per: Graeme L Cocke Inc., Incorporated Partner Baker Tilly WM LLP Chartered Professional Accountants

ASSURANCE • TAX • ADVISORY

Baker Tilly WM LLP is a member of Baker Tilly Canada Cooperative, which is a member of the global network of Baker Tilly International Limited. All members of Baker Tilly Canada Cooperative and Baker Tilly International Limited are separate and independent legal entities.

AI assistant

DataMetrex AI Limited — Proxy Solicitation & Information Statement 2023

46871_rns_2023-11-14_96cdf966-9f16-43ba-bb02-76cc1056890d.pdf

DATAMETREX AI LIMITED

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF DATAMETREX AI LIMITED

TO BE HELD ON THURSDAY, DECEMBER 14, 2023

MANAGEMENT INFORMATION CIRCULAR

DATAMETREX AI LIMITED

Notice of Annual and Special Meeting of Shareholders to be held on December 14, 2023

“Paul Haber”

DATAMETREX AI LIMITED

Management Information Circular dated October 26, 2023 for the Annual and Special Meeting of Shareholders

ADJUSTMENTS TO THE MEETING AS A RESULT OF COVID-19

PROXIES

Solicitation of Proxies

Appointment of Proxyholder

Each Shareholder is entitled to appoint a person to represent such Shareholder at the Meeting, who need not be one of the persons named in the accompanying form of proxy.

Revocation of Proxy

Voting of Proxies

Advice to Beneficial Shareholders

VOTING SHARES

Voting Shares

Record Date

Principal Shareholders

MATTERS TO BE ACTED UPON AT MEETING

1. Financial Statements

2. Election of Directors

Paul Haber

Honorable James Peterson

Benjamin Gallander

Jerry Marshall Gunter

Penalties, Sanctions, Corporate Cease Trade Orders or Bankruptcies

3. Appointment of Auditors

4. Approval of Omnibus Incentive Plan

Terms of the Omnibus Plan

Text of the Omnibus Plan Resolution

“ BE IT RESOLVED THAT:

5. Approval of Name Change

STATEMENT OF EXECUTIVE COMPENSATION

Summary Compensation Table

Stock Options and Other Compensation Securities

Stock Option Exercises

Oversight and Description of Director and Named Executive Officer Compensation

Introduction

Benchmarking

Elements of Compensation

1. Base Salary

2. Stock Option Awards

3. Incentive Bonuses

Pension Disclosure

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Directors’ and Officers’ Liability Insurance

AUDIT COMMITTEE

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

CORPORATE GOVERNANCE

Board of Directors

Other Reporting Issuer Experience

Orientation and Continuing Education of Board Members

Ethical Business Conduct

Nomination of Directors

Compensation of Directors and Officers

Other Board Committees

Assessment of Directors, the Board and Board Committees

ADDITIONAL INFORMATION

DIRECTORS’ APPROVAL

“Paul Haber”

SCHEDULE “A”

DATAMETREX AI LIMITED AUDIT COMMITTEE MANDATE

1. Introduction

2. Membership

Number of Members

DataMetrex AI Limited Proxy Solicitation & Information Statement 2023