Deveron Corp.

82 Richmond Street East, Suite 200 Toronto, Ontario M5C 1P1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of shareholders of Deveron Corp. (the " Corporation ") will be held on Friday, October 25, 2024 , at the hour of 10:00 a.m. (Eastern time), at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2 for the following purposes:

to receive and consider the audited consolidated financial statements of the Corporation for the year ended June 30, 2023, and the report of the auditor thereon;
to appoint the auditors of the Corporation and to authorize the directors of the Corporation to fix their remuneration;
to elect the directors of the Corporation;
to approve and confirm the stock option plan of the Corporation;
to consider and, if deemed advisable, pass, with or without variation, a special resolution to amend the articles of amendment of the Corporation to consolidate each of the issued and outstanding common shares of the Corporation by changing a maximum of five (5) pre-consolidation common shares of the Corporation, or such lesser number of pre-consolidation common shares as the directors of the Corporation in their discretion may determine, into one (1) post-consolidation common share of the Corporation, as more fully described in the accompanying management information circulated dated September 27, 2024 of the Corporation;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the disinterested shareholders of the Corporation approving Greg Patterson becoming a new "Control Person" (as such term is defined in the TSXV Corporate Finance Manual) of the Corporation, as more fully described in the accompanying management information circular; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The full text of the special resolution referred to in item 5 above is attached to this notice of Meeting as Exhibit "A".

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation's transfer agent and registrar, TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 not later than 10:00 a.m. (Eastern time) on Wednesday, October 23, 2024, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Corporation has by resolution fixed the close of business on Wednesday, September 25, 2024, as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual meeting.

Additional information about the Corporation and its financial statements are also available on the Corporation's profile at www.sedarplus.ca.

DATED at Toronto, Ontario this 27[th] day of September, 2024.

BY ORDER OF THE BOARD

" David MacMillan " (signed) President, Chief Executive Officer, Secretary and Director

EXHIBIT "A"

SPECIAL RESOLUTION OF THE SHAREHOLDERS

OF

DEVERON CORP.

AMENDMENT TO ARTICLES OF AMENDMENT – CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the articles of amendment of the Corporation be amended to consolidate each of the issued and outstanding common shares of the Corporation by changing a maximum of five (5) pre-consolidation common shares of the Corporation, or such lesser number of pre-consolidation common shares as the directors of the Corporation in their discretion may determine, into one (1) post-consolidation common share of the Corporation (the " Consolidation "), and further authorizing the directors in their sole discretion when and if to effect the Consolidation, in each case without requirement for further approval, ratification or confirmation by shareholders, as more particularly described in the management information circular dated September 27, 2024 of the Corporation, provided that in the event the Consolidation would result in a shareholder of the Corporation holding a fraction of a common share, a shareholder shall not receive a whole common share of the Corporation for each such fraction;
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby authorized and empowered to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the Corporation and to determine not to proceed with the amendment of the articles of amendment of the Corporation without further approval of the shareholders of the Corporation; and
any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of the articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

DEVERON CORP. 82 Richmond Street East

Toronto, Ontario M5C 1P1

MANAGEMENT INFORMATION CIRCULAR

This information is given as of September 27[th] , 2024, unless stated otherwise

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF DEVERON CORP. (the " Corporation ") of proxies to be used at the annual and special meeting of shareholders of the Corporation to be held on Friday, October 25, 2024 at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2 at 10:00 a.m. (Eastern time), and at any adjournment or postponement thereof (the " Meeting ") for the purposes set out in the accompanying notice of meeting (the " Notice of Meeting "). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice of Meeting, this management information circular (the " Management Information Circular "), the annual consolidated financial statements of the Corporation for the financial year ended June 30 , 2023, and related management's discussion and analysis and other meeting materials, if applicable (collectively the " Meeting Materials ") to the beneficial owners of the common shares of the Corporation (the " Common Shares ") held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice of Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Management Information Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Corporation. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM, HER OR IT AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Corporation's transfer agent and registrar, TSX Trust Company (the " Transfer Agent "), not later than 10:00 a.m. (Eastern time) on Wednesday, October 23, 2024 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

By Mail or Hand Delivery:	TSX Trust Company 100 Adelaide Street West, Suite 301 Toronto, Ontario M5H 4H1
By Fax:	(416) 595-9593
By Internet:	www.voteproxyonline.com You will need to provide your 12 digit control number (located on the form of proxy accompanying this Management Information Circular).

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

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it by: (a) depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof, or by transmitting by telephone or electronic means, a signed revocation, subject to the provisions of the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Corporation, located at 82 Richmond Street East, Suite 200, Toronto, Ontario M5C 1P1, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Management Information Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Management Information Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders of the Corporation do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an intermediary (an " Intermediary ") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (each a " Clearing Agency ") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would

appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered 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 NI 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 its agent 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 Intermediary. The Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to NonRegistered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a " VIF "). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete and sign the form of proxy in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such NonRegistered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend

the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Corporation as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value and an unlimited number of special shares without par value, issuable in series. As of Wednesday, September 25, 2024 (the " Record Date "), there are a total of 207,730,603 Common Shares and no special shares issued and outstanding.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one vote for each Common Share held.

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

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

No director or executive officer of the Corporation who was a director or executive officer at any time since the beginning of the Corporation's last financial year, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than as disclosed in this Management Information Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Corporation (the " Board "), the matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

1. PRESENTATION OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the year ended June 30, 2023, and the report of the auditors will be placed before the shareholders at the Meeting. No vote will be taken on the consolidated financial statements. The consolidated financial statements and additional information concerning the Corporation are available under the profile of the Corporation on SEDAR+ at www.sedarplus.ca.

2. APPOINTMENT OF AUDITOR

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF GRANT THORNTON LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE CORPORATION TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER, ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Grant Thornton, Chartered Professional Accountants were first appointed as the auditors of the Corporation on December 20, 2022.

3. ELECTION OF DIRECTORS

The Board currently consists of five (5) directors to be elected annually. At the Meeting, five (5) directors will be nominated by management for election as directors of the Corporation for the ensuing year. The following table states the names of the persons nominated by management for election as directors, any offices with the Corporation currently held by them, their principal occupations or employment, the period or periods of service as directors of the Corporation and the approximate number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.

Name, province or state and country of residence and position, if any, held in the Corporation	Principal Occupation	Served as Director of the Corporation since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Percentage of Voting Shares Owned or Controlled
David MacMillan President, Chief Executive Officer, Secretary and Director Ontario, Canada	President, Chief Executive Officer and Secretary of the Corporation	April 1, 2011	1,387,229	0.66%
Greg Patterson Director Ontario, Canada	President and Chief Executive Officer of A&L Canada Laboratories East, Inc.	May 20, 2022	13,688,182(3)	6.58%
Roger Dent(2) Director Ontario, Canada	Chief Executive Officer of Quinsam Capital Corporation, an investment company	July 14, 2016	2,184,000(4)	1.05%
Albert Contardi(2) Director Ontario, Canada	President and CEO, Generic Capital Corporation, an exempt market dealer; and CEO, QcX Gold Corp., a mineral exploration company	September 19, 2024	5,957,142(5)	2.86%
Ron Patterson(2) Chairman and Director Ontario, Canada	Co-Founder, Accur8 Software Solutions, LLC	September 19, 2024	532,086	0.25%

Notes:

(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

(2) Member of the Audit Committee

(3) 13,688,182 Common Shares are held by 2736130 Ontario Inc., a corporation controlled by Mr. Patterson.
(4) 1,684,000 Common Shares are held directly and 500,000 Common Shares are held by Quinsam Capital Corporation, of which Mr. Dent is CEO .

(5) 1,200,000 Common Shares are held directly by Mr. Contardi, 200,000 Common Shares are held by 2362516 Ontario Inc., a corporation controlled by Mr. Contardi and 4,557,142 Common Shares are held by Generic Capital Corporation, a corporation controlled by Mr. Contardi.

(6) The principal occupations of Messrs. Contardi and Patterson, the director nominees who have not been previously elected by the shareholders of the Corporation, during the past five years, are as follows:

Albert Contardi – Mr. Contardi is the President and CEO, Generic Capital Corporation, an exempt market dealer; and CEO, QcX Gold Corp., a mineral exploration company.
Ron Patterson – Mr. Patterson is the Co-Founder of Accur8 Software Solutions, LLC.

The term of office of each director will be from the date of the Meeting at which he or she is elected until the next annual meeting, or until his or her successor is elected or appointed.

Settlement Agreement

On August 14, 2024, the Corporation announced that it had reached a settlement (the " Settlement Agreement ") with 2736130 Ontario Inc. (the " Requisitioning Shareholder "), a company controlled by Greg Patterson, that requisitioned a special meeting of the Corporation’s shareholders along with various other parties (the " Settlement Parties ").

Board Changes

As part of the settlement, the Corporation has included Mr. Ron Patterson as a proposed director to continue on the Board as an independent director, and four directors resigned prior to the Meeting. Roger Dent, David MacMillan and Albert Contardi are the Corporation’s nominees to be elected at the Meeting. The Requisitioning Shareholder will have the right to have one nominee serve on the Board until the later of the 2025 annual meeting of shareholders of the Corporation or the repayment of the amounts outstanding under certain promissory notes (the " Promissory Notes ") owing to the Requisitioning Shareholder and 2733105 Ontario Inc. (the " Outside Date ").

For further information on the Settlement Agreement, or the transactions contemplated thereby, please refer to the resolution of this Management Information Circular below titled "Approval of Greg Patterson as a Control Person of the Corporation" and the Settlement Agreement, a copy of which is available on the Corporation’s SEDAR+ profile at www.sedarplus.ca.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Corporate Cease Trade Orders or Bankruptcies

No proposed director, within 10 years before the date of this Management Information Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively an " Order ") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No proposed director, within 10 years before the date of this Management Information Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director 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.

Personal Bankruptcies

None of the proposed directors of the Corporation have, within the 10 years before the date of this Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Penalties and Sanctions

None of the proposed directors of the Corporation have been subject to 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 been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

4. APPROVAL AND CONFIRMATION OF STOCK OPTION PLAN

The Corporation adopted a "rolling" stock option plan (the " Plan "). The Plan is a "rolling" plan for directors, officers, employees and consultants of the Corporation which was last approved by the shareholders at the annual and special meeting of shareholders held on July 27, 2023. The Plan provides for the issue of stock options to acquire up to 10% of the Corporation's issued and outstanding Common Shares as at the date of grant, subject to standard anti-dilution adjustment. The Plan is a Plan is a "rolling" stock option plan as the number of Common Shares reserved for issuance pursuant to the grant of stock options will increase as the Corporation's issued and outstanding share capital increases. At no time will more than 10% of the outstanding Common Shares be subject to grant under the Plan. If a stock option expires, is exercised or otherwise terminates for any reason, the number of Common Shares of the Corporation in respect of that expired, exercised or terminated stock option shall again be available for grant for the purpose of the Plan. The principal features of the Plan are described in more detail below in the section entitled "Statement of Executive Compensation – Stock Option Plan and other Incentive Plans".

The Stock Option Plan is a "rolling" stock option plan and, under Policy 4.4 of the TSX Venture Exchange (" TSXV "), a listed company on the TSXV is required to obtain the approval of its shareholders for a "rolling" stock option plan at each annual meeting of shareholders. Accordingly, shareholders will be asked to approve the following resolution:

" BE IT RESOLVED THAT :

the stock option plan of the Corporation as described in the management information circular dated September 27, 2024, be and it is hereby approved, confirmed and ratified."

In accordance with the policies of the TSXV, the Stock Option Plan must be approved by the majority of votes cast at the Meeting on the resolution.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE STOCK OPTION PLAN RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

5. AMENDMENT TO THE ARTICLES OF THE CORPORATION - CONSOLIDATION

At the Meeting, shareholders are being asked to consider and, if deemed advisable, pass, with or without variation, a special resolution, the text of which is attached as Exhibit "A" to the Notice of Meeting (the " Consolidation Resolution"), which would authorize the Corporation to amend the Articles to consolidate each of the issued and outstanding Common Shares by changing a maximum of five (5) pre-consolidation Common Shares, or such lesser number of pre-consolidation Common Shares as the directors of the Corporation in their discretion may determine, into one (1) post-consolidation Common Share (the " Consolidation "). In the event that shareholders pass the Consolidation Resolution and the Board determines to consolidate on a one for five (5) basis, the presently issued and outstanding 207,730,603 Common Shares will be consolidated into approximately 41,546,120 Common Shares. If the Board determines to consolidate the Common Shares on a lesser basis, more Common Shares will remain outstanding following the Consolidation. If the Consolidation would otherwise result in a shareholder holding a fraction of a Common Share, no fraction or fractional certificate will be issued and the shareholder will not receive a whole Common Share for each such fraction held. In all other respects, the post-consolidated Common Shares will have the same attributes as the existing Common Shares.

In order to pass the Consolidation Resolution, at least two-thirds of the votes cast by the shareholders present at the Meeting in person or by proxy must be voted in favour of the Consolidation Resolution. If the Consolidation Resolution does not receive the requisite shareholder approval, the Corporation will continue with its present share capital.

The Board recommends that shareholders vote in favour of the Consolidation Resolution to approve the Consolidation as set out above.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE CONSOLIDATION RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

6. APPROVAL OF GREG PATTERSON AS A CONTROL PERSON OF THE CORPORATION

In accordance with the policies of the TSXV Corporate Finance Manual (" Manual "), the Corporation is required to obtain the approval of the disinterested Shareholders to approve the creation of a Control Person. The Manual defines "Control Person" as any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of a company so as to affect materially the control of the company, or that holds more than 20% of the outstanding common shares except where there is evidence showing that the holder of those securities does not materially affect the control of the company.

Background

Pursuant to the Settlement Agreement, the Corporation completed a non-brokered private placement offering (" Private Placement ") of 44,797,291 units of the Corporation (" Units ") at an offering price of at least $0.07 per Unit for net proceeds of CAD$3,135,810.37, (including the settlement of $400,000 upon the conversion of certain promissory notes of the Corporation). Each Unit was comprised of one Common Share and one half of one Common Share purchase warrant exercisable for 18 months at an exercise price of at least $0.10.

Upon completion of the Private Placement, Settlement Agreement became effective, resulting in:

Greg Patterson has the right to have one nominee (the " Initial Nominee ") serve on the Board until the Outside Date, and, upon the occurrence of certain specified events, may replace Albert Contardi (or his successor) with an additional nominee to the Board, as outlined in Sections 4, 5, and 6 of the Settlement Agreement (collectively, the " Nomination Rights ").
The Board being fixed at five persons and Ron Patterson, as the initial nominee of Greg Patterson, being appointed to the Board along with Albert Contardi.
To facilitate the transition to the new Board, Bill Linton, Chris Irwin, Joelle Faulkner and Tim Close resigned as directors of the Corporation on September 19, 2025, such that the new Board was comprised of Greg Patterson, Ron Patterson (who serves as Chair of the Board), Roger Dent, David MacMillan and Albert Contardi.
The Settlement Parties agreed to certain negative covenants set out in Section 8 of the Settlement Agreement to limit the Corporation from taking certain actions relating to, among other things, certain financings and acquisitions and dispositions, changes to the management of the Corporation or its subsidiaries or material changes in the business of the Corporation or its subsidiaries, without the approval of at least four directors (the " Negative Covenants ").

Pursuant to the Manual, Greg Patterson shall become a "Control Person" of the Corporation, and as such, the TSXV will require the Corporation to obtain shareholder approval for the creation of the new "Control Person".

Disinterested Shareholder Approval

Disinterested Shareholder approval, means Shareholder approval obtained by ordinary resolution; provided that, in connection with the approval of the creation of a new Control Person, the votes attached to the shares held by the new Control Person, and any associates or affiliates thereof, are excluded from the calculation of such approval. Consequently, pursuant to the Manual, disinterested Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, subject to such amendments, variations or additions as may be approved at the Meeting, approving the possible creation of a new Control Person of the Corporation. Under Section

5.14(a) of Policy 5.3 of the Manual, if a transaction will result in the creation of a Control Person, then the TSXV will require the company to obtain Shareholder approval in the manner prescribed by the TSXV for the creation of a Control Person.

To be effective, the resolution to create a new Control Person must be approved by not less than the majority of the votes cast by the disinterested holders of Common Shares, present in person or represented by proxy, at the Meeting, which excludes the votes attached to the 13,688,182 Common Shares held by Greg Patterson.

The Shareholders will be asked at the Meeting to consider, and if thought fit, to pass, with or without variation, an ordinary resolution to ratify, confirm, and approve the creation of Greg Patterson as a Control Person, substantially in the form below (the " Control Person Resolution "). The Board recommends that shareholders vote in favour of the Control Person Resolution, substantially in the form set out below:

" BE IT RESOLVED THAT :

the Nomination Rights and the Negative Covenants (each as defined in the management information circular of the Corporation dated September 19, 2024 (the " Management Information Circular ")) as more particularly described in the Management Information Circular, be and the same are hereby ratified, authorized and approved;
subject to regulatory approval, and in compliance with the policies of the TSXV, the shareholders of the Corporation hereby approve Greg Patterson as a "Control Person" of the Corporation, as defined by the policies of the TSXV;
notwithstanding that this resolution has been duly approved by the shareholders of the Corporation, the board of directors of the Corporation, with the approval of at least four directors, in its sole discretion and without the requirement to obtain any further approval from the shareholders of the Corporation, is hereby authorized and empowered to revoke this resolution at any time before it is acted upon without further approval from the shareholders; and
any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise and to deliver or to cause to be delivered all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Corporation may be necessary or desirable to carry out the terms of the foregoing resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

Unless the Shareholder has specified in the proxy that their Common Shares are to be voted against the ratification, confirmation, and approval of the creation of Greg Patterson as a Control Person, the persons named in the accompanying form of proxy will vote the Common Shares represented thereby in favour of the foregoing resolutions. In the absence of instructions to the contrary, the proxyholders intend to vote the Common Shares represented by each proxy, properly executed, FOR approval of the creation of a Control Person.

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 June 30, 2024, whose total compensation was more than $150,000 for the financial year of the Corporation ended June 30, 2024 (collectively the " Named Executive Officers ") and for the directors of the Corporation.

The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial years to the Named Executive Officers and the directors of the Corporation:

	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)
Name and position	Year(4)(5)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
David MacMillan(2) President, Chief Executive Officer, Secretary and Director	2024 2023	300,000 150,000	Nil 203,125	Nil Nil	Nil Nil	Nil Nil	300,000 353,125
Akshay Shirodker(3) Chief Financial Officer	2024	203,125	Nil	Nil	Nil	Nil	203,125
William Linton Former Chairman of the Board	2024 2023	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Chris Irwin(4) Former Director	2024 2023	12,500 12,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	12,500 12,500
Roger Dent Director	2024 2023	14,375 14,375	Nil Nil	Nil Nil	Nil Nil	Nil Nil	14,375 14,375
Joelle Faulkner Former Director	2024 2023	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Greg Patterson Director, President and Chief Executive Officer of A&L Canada Laboratories East, Inc.	2024 2023	304,950.02 144,586	Nil Nil	Nil Nil	Nil Nil	Nil Nil	304,950.02 144,586
Tim Close Former Director	2024 2023	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Carmelo Marrelli(3) Former Chief Financial Officer	2024 2023	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) This table does not include any amount paid as reimbursement for expenses.

(2) None of the compensation paid to Mr. David MacMillan was paid for his services as a director of the Corporation.

(3) Mr. Carmelo Marrelli resigned as the Chief Financial Officer of the Corporation on September 11, 2023 and Mr. Akshay Shirodker was appointed the Chief Financial Officer in his stead.

(4) During the financial year ended June 30, 2023, Irwin Lowy LLP, a limited liability partnership of which Mr. Irwin is a partner, was paid fees of $63,783.65 for legal services. During the financial year ended June 30, 2024, Irwin Lowy LLP, a limited liability partnership of which Mr. Irwin is a partner, was paid fees of $51,449.87 for legal services.

(5) Effective September 19, 2024, each of Bill Linton, Chris Irwin, Tim Close and Joelle Faulkner resigned as directors of the Corporation.

Stock Options and Other Compensation Securities

The following table provides a summary of all compensation securities granted or issued to each Named Executive Officer and to each director of the Corporation during the financial years ended June 30, 2023 and June 30, 2024 of

the Corporation for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries:


		Compensation Securities(1)

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlyin g Security on Date of Grant	Closing Price of Security or Underlying Security at Year End	Expiry Date
David MacMillan President, Chief Executive Officer, Secretary and Director	Stock Options(2)	2,000,000 exercisable for 2,000,000 Common Shares representing 1.28% of the outstanding number of Common Shares	August 26, 2022	$0.56	$0.56	$0.30	August 26, 2028
	Stock Options(3)	400,000 exercisable for 400,000 Common Shares representing 0.26% of the outstanding number of Common Shares	December 23, 2022	$0.43	$0.46	$0.30	December 23, 2027
	Stock Options(4)	1,000,000 exercisable for 1,000,000 Common Shares representing 0.64% of the outstanding number of Common Shares	December 29, 2023	$0.185	$0.185	$0.07	December 23, 2028
Akshay Shirodker Chief Financial Officer	Stock Options(7)	500,000 exercisable for 500,000 Common Shares representing 0.32% of the outstanding number of Common Shares	September 12, 2023	$0.34	$0.34	$0.07	September 11, 2029
	Stock Options(4)	500,000 exercisable for 500,000 Common Shares representing 0.32% of the outstanding number of Common Shares	December 29, 2023	$0.185	$0.185	$0.07	December 23, 2028
William (Bill) Linton(10) Former Chairman of the Board	Stock Options(3)	250,000 exercisable for 250,000 Common Shares representing 0.16% of the outstanding number of Common Shares	December 23, 2022	$0.43	$0.46	$0.30	December 23, 2027
	Stock Options(6)	283,333 exercisable for 283,333 Common Shares representing 0.18% of the outstanding number of Common Shares	June 30, 2023	$0.30	$0.30	$0.30	June 30, 2028
Chris Irwin(10) Former Director	Stock Options(3)	250,000 exercisable for 250,000 Common Shares representing 0.16% of the outstanding number of Common Shares	December 23, 2022	$0.43	$0.46	$0.30	December 23, 2027


		Compensation Securities(1)

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlyin g Security on Date of Grant	Closing Price of Security or Underlying Security at Year End	Expiry Date
	Stock Options(6)	83,333 exercisable for 83,333 Common Shares representing 0.05% of the outstanding number of Common Shares	June 30, 2023	$0.30	$0.30	$0.30	June 30, 2028
Roger Dent Director	Stock Options(3)	150,000 exercisable for 150,000 Common Shares representing 0.10% of the outstanding number of Common Shares	December 23, 2022	$0.43	$0.46	$0.30	December 23, 2027
	Stock Options(6)	95,833 exercisable for 95,833 Common Shares representing 0.06% of the outstanding number of Common Shares	June 30, 2023	$0.30	$0.30	$0.30	June 30, 2028
Joelle Faulkner(10) Former Director	Stock Options(6)	166,667 exercisable for 166,667 Common Shares representing 0.11% of the outstanding number of Common Shares	June 30, 2023	$0.30	$0.30	$0.30	June 30, 2028
Greg Patterson Director, President and Chief Executive Officer of A&L Canada Laboratories East, Inc.	Stock Options(3)	200,000 exercisable for 200,000 Common Shares representing 0.13% of the outstanding number of Common Shares	December 23, 2022	$0.43	$0.46	$0.30	December 23, 2027
	Stock Options(4)	200,000 exercisable for 200,000 Common Shares representing 0.13% of the outstanding number of Common Shares	December 29, 2023	$0.185	$0.185	$0.07	December 23, 2028
Tim Close(10) Former Director	Stock Options(5)	250,000 exercisable for 250,000 Common Shares representing 0.16% of the outstanding number of Common Shares	November 23, 2022	$0.475	$0.475	$0.30	November 23, 2027
	Stock Options(6)	166,667 exercisable for 166,667 Common Shares representing 0.11% of the outstanding number of Common Shares	June 30, 2023	$0.30	$0.30	$0.30	June 30, 2028

Notes:

(1) Calculated on a partially diluted basis as at June 30, 2024.

(2) The fair value of each stock option at the date of grant was estimated using the Black-Scholes option pricing model to be consistent with the audited consolidated financial statements of the Corporation and included the following assumptions: share price $0.56, dividend yield 0%, expected volatility 100% (based on the historical price history of the Common Shares), risk-free interest rate 3.17% and an expected life of 5 years.

(3) The fair value of each stock option at the date of grant was estimated using the Black-Scholes option pricing model to be consistent with the audited consolidated financial statements of the Corporation and included the following assumptions: share price $0.43, dividend yield 0%, expected volatility 100% (based on the historical price history of the Common Shares), risk-free interest rate 3.25% and an expected life of 5 years.
(4) The fair value of each stock option at the date of grant was estimated using the Black-Scholes option pricing model to be consistent with the audited consolidated financial statements of the Corporation and included the following assumptions: share price $0.185, dividend yield 0%, expected volatility 86.21% (based on the historical price history of the Common Shares), risk-free interest rate 3.17% and an expected life of 5 years.
(5) The fair value of each stock option at the date of grant was estimated using the Black-Scholes option pricing model to be consistent with the audited consolidated financial statements of the Corporation and included the following assumptions: share price $0.48, dividend yield 0%, expected volatility 95% (based on the historical price history of the Common Shares), risk-free interest rate 3.22% and an expected life of 5years.
(6) The fair value of each stock option at the date of grant was estimated using the Black-Scholes option pricing model to be consistent with the audited consolidated financial statements of the Corporation and included the following assumptions: share price $0.30, dividend yield 0%, expected volatility 88.85% (based on the historical price history of the Common Shares), risk-free interest rate 3.68% and an expected life of 5 years.
(7) The fair value of each stock option at the date of grant was estimated using the Black-Scholes option pricing model to be consistent with the audited consolidated financial statements of the Corporation and included the following assumptions: share price $0.34, dividend yield 0%, expected volatility 84.60% (based on the historical price history of the Common Shares), risk-free interest rate 3.96% and an expected life of 5 years.
(8) As at June 30, 2023, the officers and directors of the Corporation who had such positions with the Corporation as at such date held options as follows:
Mr. MacMillan held 2,800,000 stock options exercisable to purchase 2,800,000 Common Shares.
Mr. Linton held 687,878 stock options exercisable to purchase 687,878 Common Shares.
Mr. Irwin held 378,788 stock options exercisable to purchase 378,788 Common Shares.
Mr. Dent held 295,833 stock options exercisable to purchase 295,833 Common Shares.
Ms. Faulkner held 507,576 stock options exercisable to purchase 507,576 Common Shares.
Mr. Patterson held 200,000 stock options exercisable to purchase 200,000 Common Shares.
Mr. Close held 416,667 stock options exercisable to purchase 416,667 Common Shares.
(9) As at June 30, 2024, the officers and directors of the Corporation who had such positions with the Corporation as at such date held options as follows:
Mr. MacMillan held 3,800,000 stock options exercisable to purchase 3,800,000 Common Shares.
Mr. Linton held 687,878 stock options exercisable to purchase 687,878 Common Shares.
Mr. Irwin held 378,788 stock options exercisable to purchase 378,788 Common Shares.
Mr. Dent held 295,833 stock options exercisable to purchase 295,833 Common Shares.
Ms. Faulkner held 507,576 stock options exercisable to purchase 507,576 Common Shares.
Mr. Patterson held 400,000 stock options exercisable to purchase 400,000 Common Shares.
Mr. Close held 416,667 stock options exercisable to purchase 416,667 Common Shares.
Mr. Akshay Shirodker held 1,000,000 stock options exercisable to purchase 1,000,000 Common Shares.
(10) Effective September 19, 2024, each of Bill Linton, Chris Irwin, Tim Close and Joelle Faulkner resigned as directors of the Corporation.

No compensation securities were exercised by any Named Executed Officers or directors of the Corporation during the most recently completed financial year of the Corporation

Stock Option Plan and other Incentive Plans

The Corporation has in place the Plan. The purpose of the Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares. The Plan is administered by the Board, which has full and final authority with respect to the granting of all stock options thereunder.

The number of stock options which may be issued under the Plan is limited to 10% of the number of Common Shares outstanding at the time of the grant of the stock options. As at the date hereof, 20,773,060 stock options may be reserved for issue pursuant to the Stock Option Plan, 12,399,470 stock options have been issued and 8,373,590 stock options are still available for issue.

The Plan provides that the aggregate number of securities reserved for issuance under the Plan, combined with any other compensation securities of the Corporation will not exceed 10% of the number of Common Shares issued and outstanding from time to time. Stock options (" Options ") may be granted under the Plan to service providers of the Corporation and its affiliates, as the Board may from time to time designate. The exercise price of each Option shall be determined by the Board in its sole discretion, at the time such Option is allocated under the Plan and cannot be less than the Discounted Market Price (as defined in the policies of the TSXV). All Options granted under the Plan will expire no later than the date that is ten (10) years from the date that such Options are granted.

The Plan provides for the following restrictions: (a) no service provider of the Corporation may be granted an Option if that option would result in the total number of Options granted to the Participant in the previous 12 months, exceeding 5% of the issued and outstanding Common Shares unless the Corporation has obtained disinterested shareholder approval in accordance with TSXV policies; (b) the aggregate number of Options granted to service providers of the Corporation conducting Investor Relations Activities (as defined in the policies of the TSXV) in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant; and (c) the aggregate number of Options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant, without prior consent of the TSXV.

If a holder of Options (the " Optionee ") ceases to be a director or officer of the Corporation or ceases to be employed by the Corporation (other than by reason of death), or ceases to be a consultant of the Corporation as the case may be, Options may be exercised after the Optionee has left his/her employ/office or has been advised by the Corporation that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows: (a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option; (b) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the board of directors of the Corporation as at the date of grant or agreed to by the board of directors of the Corporation and the Optionee at any time prior to expiry of the Option) after the date of termination, and only to the extent that such Option was vested at the date of termination; and (c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee's Options, whether or not vested at the date of dismissal, will immediately terminate on the date of termination without right to exercise same.

Optionees may elect to exercise an Option, in whole or in part, on a "cashless exercise" (" Cashless Exercise ") basis or a "net exercise" (" Net Exercise ") basis. In connection with a Cashless Exercise of Options, a brokerage firm will loan money to an Optionee to purchase Common Shares underlying the Options, and will sell a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Optionee and the Optionee retains the balance of the Common Shares. In connection with a Net Exercise of Options, an Optionee would receive such number of Common Shares equal in value to the difference between the Option price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the terms of the Plan.

The foregoing information is intended to be a brief description of the Plan and is qualified in its entirety by the full text of the Plan. The Corporation has no equity compensation plans other than the Plan.

Employment, Consulting and Management Agreements

The Corporation has in place one employment agreement between the Corporation or any subsidiary or affiliate thereof and its Named Executive Officers, namely an employment agreement between the Corporation and David MacMillan in his capacity as Chief Executive Officer of the Corporation (the " MacMillan Agreement ").

Pursuant to the MacMillan Agreement made as of July 1, 2016, the Corporation engaged the services of Mr. MacMillan as Chief Executive Officer of the Corporation at a current salary of $220,000 per year. Mr. MacMillan is also eligible to participate in the stock option plan of the Corporation and may receive incentive stock options and an annual bonus as determined by the Board. In the event Mr. MacMillan's employment is terminated without cause, Mr. MacMillan will be entitled to receive an amount equal to the salary and bonus remuneration received by Mr. MacMillan for the previous 12 months in addition to accrued but unpaid salary and bonus remuneration, if any, and any entitlement in respect of vacation as contemplated in the employment agreement. In the event Mr. MacMillan's employment is terminated due to a change in control of the Corporation, Mr. MacMillan will be entitled to receive an amount equal to the greater of: $220,000; or double his base salary and bonus remuneration received for the previous 12 months. In addition, upon a change of control of the Corporation, Mr. Macmillan will also be entitled to accrued but unpaid salary and bonus remuneration, if any, and any entitlement in respect of vacation as contemplated in the employment agreement.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board monitors compensation of the executive officers of the Corporation. The Board is responsible for the development and supervision of the Corporation's approach to compensation for directors, officers and senior management as well as bonuses and any increases in compensation to employees or staff that would have a material impact on the Corporation's expenses.

The Board determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. The directors of the Corporation currently receive fees for their respective roles as directors of the Corporation and may, from time to time, be awarded stock options under the provisions of the stock option plan of the Corporation. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

Principles of Executive Compensation

The Corporation believes in linking an individual's compensation to his or her performance and contribution as well as to the performance of the Corporation as a whole. The primary components of the Corporation's executive compensation are base salary and option-based awards. The Board believes that the mix between base salary and incentives must be reviewed and tailored to each executive based on their role within the organization as well as their own personal circumstances. The overall goal is to successfully link compensation to the interests of the shareholders. The following principles form the basis of the Corporation's executive compensation program:

align interest of executives and shareholders;
attract and motivate executives who are instrumental to the success of the Corporation and the enhancement of shareholder value;
pay for performance;
ensure compensation methods have the effect of retaining those executives whose performance has enhanced the Corporation's long-term value; and
connect, if possible, the Corporation's employees into principles 1 through 4 above.

The Board is responsible for the Corporation's compensation policies and practices. The Board has the responsibility to review and make recommendations concerning the compensation of the directors of the Corporation and the Named Executive Officers. The Board also has the responsibility to make recommendations concerning annual bonuses and grants to eligible persons under the stock option plan of the Corporation. The Board also reviews and approves the hiring of executive officers.

Base Salary

The Board approves the salary ranges for the Named Executive Officers. The base salary review for each Named Executive Officer is based on assessment of factors such as current competitive market conditions, compensation levels within the peer group and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. Comparative data for the Corporation's peer group is also accumulated from a number of external sources including independent consultants. The Corporation's policy for determining salary for executive officers of the Corporation is consistent with the administration of salaries for all other employees.

Annual Incentives

The Corporation is not currently awarding any annual incentives by way of cash bonuses. However, the Board, in its discretion, may award such incentives in order to motivate executives to achieve short-term corporate goals.

The success of Named Executive Officers in achieving their individual objectives and their contribution to the Corporation in reaching its overall goals are factors in the determination of their annual bonus. The Board assesses each Named Executive Officers' performance on the basis of his or her respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Corporation that arise on a day to day basis. This assessment is used by the Board in developing its recommendations with respect to the determination of annual bonuses for the Named Executive Officers.

Compensation and Measurements of Performance

It is the intention of the Board to approve targeted amounts of annual incentives for each Named Executive Officer at the beginning of each financial year. The targeted amounts will be determined by the Board based on a number of factors, including comparable compensation of similar companies.

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day to day corporate activities, will trigger the award of a bonus payment to the Named Executive Officers. The Named Executive Officers will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board's assessment of overall performance. The determination as to whether a target has been met is ultimately made by the Board and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Long Term Compensation

The Corporation currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the stock option plan of the Corporation.

Pension Disclosure

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

Termination and Change of Control Benefits

The Corporation does not have in place any pension or retirement plan. The Corporation has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Corporation in connection with or related to the retirement, termination or resignation of such person. The Corporation has not provided any compensation to such persons as a result of a change of control of the Corporation, its subsidiaries or affiliates. Other than as disclosed in the section entitled " Statement of Executive Compensation – Employment, Consulting and Management Agreements " in this Management Information Circular, the Corporation is not party to any compensation plan or arrangement with Named Executive Officers or directors of the Corporation resulting from the resignation, retirement or the termination of employment of such person.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets forth information with respect to all compensation plans of the Corporation under which equity securities are authorized for issue as of June 30, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by securityholders	12,399,470	0.46	8,373,590
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	12,399,470	0.46	8,373,590

Notes:

(1) The Stock Option Plan is a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issue pursuant to the Stock Option Plan will not exceed 10% of the outstanding Common Shares at the time of the stock option grant. As at the date hereof, 20,773,060 stock options may be reserved for issue pursuant to the Stock Option Plan, 12,399,470 stock options have been issued and 8,373,590 stock options are still available for issue.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as already disclosed herein, no director, executive officer or principal shareholder of the Corporation, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction within the preceding three years or in any proposed transaction that has materially affected or will materially affect the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Corporation or person who acted in such capacity in the last financial year of the Corporation, or any other individual who at any time during the most recently completed financial year of the Corporation was a director of the Corporation or any associate of the Corporation, is indebted to the Corporation, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

National Instrument 52-110 – Audit Committees (" NI 52-110 ") requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in connection with the issuer's annual shareholder meeting. The Corporation is a "venture issuer" for the purposes of NI 52-110.

Audit Committee Charter

The full text of the charter of the Corporation's Audit Committee is attached hereto as Appendix A (the " Audit Committee Charter ").

Composition of the Audit Committee

The Audit Committee members are currently Roger Dent, Ron Patterson and Albert Contardi, each of whom is a director and financially literate. Messrs. Dent, Patterson and Contardi are each independent in accordance with NI 52110.

Relevant Education and Experience

The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

an understanding of the accounting principles used by the Corporation to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Roger Dent, Director – Mr. Dent graduated from Queen's University with a B. Comm. in 1983 and an MBA from the Harvard Business School in 1987. Mr. Dent currently is Chief Executive Officer of Quinsam Capital Corporation and is a director of a number of corporations. Since graduation, Mr. Dent has been active in corporate finance, debt syndication and research as well as in funds management with CIBC, Yorkton and Matrix Asset Management Inc.

Albert Contardi, Director – Mr. Contardi is President and Chief Executive Officer of Generic Capital Corporation, an exempt market dealer, since June 2014, and President and Chief Executive Officer of QcX Gold Corp., a mineral exploration company, since April 2020. Mr. Contardi is a consultant/adviser with over 15 years of legal, investment and capital markets experience. Mr. Contardi’s experience involves advising and structuring corporate finance transactions in the mining, tech and bio tech sectors to maximize the value of projects/assets. Mr. Contardi has been called to the Ontario Bar and is a graduate of Queen’s University Law School.

Ron Patterson, Director – Mr. Patterson is a technology and financial services entrepreneur with 30+ years of experience. In 2014, he co-founded Accur8 Software Solutions, a United States software development company. He has been an active Special Advisor to the Technology Lending Group of a Schedule I Canadian Bank since 2019. Mr. Patterson is also a co-founder of MMV Financial, a technology lending company. Mr. Patterson has an Honours Business Degree from Wilfred Laurier University.

Audit Committee Oversight

Since the commencement of the Corporation's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Exemptions in NI 52-110

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on:

the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110 (which exempts all non-audit services provided by the Corporation's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Corporation, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit);
the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate

of the Corporation if a circumstance arises that affects the business or operations of the Corporation and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of the Corporation);

the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if an Audit Committee member becomes a control person of the Corporation or of an affiliate of the Corporation for reasons outside the member's reasonable control);
the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the Board was required to fill the vacancy); or
an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 ( Exemptions ) of NI 52-110.

The Corporation is a "venture issuer" for the purposes of NI 52-110. Accordingly, the Corporation is relying upon the exemption in section 6.1 of NI 52-110 providing that the Corporation is exempt from the application of Part 3 ( Composition of the 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 the Audit Committee Charter.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Corporation for professional services rendered to the Corporation during the fiscal years ended June 30, 2023 and June 30, 2024:

	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended June 30, 2024	325,000	40,000	nil	40,000
Year ended June 30, 2023	173,000	64,555	nil	38,663

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Corporation's annual consolidated financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly consolidated financial statements and related documents.

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice and association fees.

REPORT ON CORPORATE GOVERNANCE

The Corporation believes that adopting and maintaining appropriate governance practices is fundamental to a wellrun company, to the execution of its chosen strategies and to its successful business and financial performance. National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (collectively the " Governance Guidelines ") of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. In certain cases, the Corporation's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. The Board will continue to review and implement corporate governance guidelines as the business of the Corporation progresses and becomes more active in operations.

The following disclosure is required by the Governance Guidelines and describes the Corporation's approach to governance and outlines the various procedures, policies and practices that the Corporation and the Board have implemented.

The Board is currently composed of five directors. At the Meeting it is proposed that five directors be nominated for election by the shareholders of the Corporation. Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) (" Form 58-101F2 ") requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Corporation by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years an employee or executive officer of an issuer, is deemed to have a "material relationship" with the issuer. Accordingly, of the proposed nominees, David MacMillan, the President, Chief Executive Officer and Secretary of the Corporation and Greg Patterson, a director of the Corporation and an officer of A&L Laboratories East, Inc., a subsidiary of the Corporation, are considered not to be "independent". The remaining three proposed directors are considered by the Board to be "independent", within the meaning of NI 52-110. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Directorships

The following table sets forth the directors of the Corporation who currently hold directorships with other reporting issuers:

Name of Director	Reporting Issuer
Roger Dent	Quinsam Capital Corporation, Vitalhub Corp., California Nanotechnologies Corp., AcuityAds Holdings Inc. and Omni-Lite Industries Canada Inc.
Albert Contardi	Haviland Enviro Corp. and Mega Uranium Ltd.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board's continuing education is typically derived from correspondence with the Corporation's legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically board members who are familiar with the Corporation and the nature of its business have been nominated.

Ethical Business Conduct

The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct, but does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having at least two of its Board members independent of corporate matters.

Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

Other Board Committees

The Board has established an Audit Committee.

Assessments

Currently the Board has not implemented a formal process for assessing directors.

OTHER MATTERS

The management of the Corporation knows of no other matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to management should properly come before the Meeting, the accompanying form of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Corporation in order to request copies of: (i) this Management Information Circular; and (ii) the Corporation's consolidated financial statements and the related management's discussion and analysis (the " MD&A ") which will be sent to the shareholder without charge upon request. Financial information is provided in the Corporation's consolidated financial statements and MD&A for its financial year ended June 30, 2023.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Management Information Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario, on the 27[th] day of September, 2024.

BY ORDER OF THE BOARD

"David MacMillan" (signed) President, Chief Executive Officer, Secretary and Director

APPENDIX A

DEVERON CORP.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

The Audit Committee (the " Committee ") is appointed by the Board of Directors (the " Board ") of Deveron Corp. (the " Corporation ") to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee's primary duties and responsibilities are to:

conduct such reviews and discussions with management and the external auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;
assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;
ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;
review the quarterly and annual financial statements and management's discussion and analysis of the Corporation's financial position and operating results and report thereon to the Board for approval of same;
select and monitor the independence and performance of the Corporation's external auditors, including attending at private meetings with the external auditors and reviewing and approving all renewals or dismissals of the external auditors and their remuneration; and
provide oversight to related party transactions entered into by the Corporation.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the external auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee's duties.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.

II. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for advisors employed by the Committee; and
(c) communicate directly with the internal and external auditors.

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III. COMPOSITION AND MEETINGS

The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including, without limitation, those of the Ontario Securities Commission (" OSC "), the TSX Venture Exchange, the Business Corporations Act (Ontario) and all applicable securities regulatory authorities.
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.
A majority of the members of the Committee shall not be officers or employees of the Corporation or any of its affiliates.
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at least fifty percent (50%) of the members of the Committee present either in person or by telephone shall constitute a quorum.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.
The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as the Committee may see fit, from time to time, to attend at meetings of the Committee.
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Committee shall require the approval of the Board prior to implementation.

The Committee members will be elected annually at the first meeting of the Board following the annual general meeting of shareholders.

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IV. RESPONSIBILITIES

A. Financial Accounting and Reporting Process and Internal Controls

The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable international financial reporting standards (" IFRS ") and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review the interim financial statements. With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the external auditors as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.
The Committee shall review any internal control reports prepared by management and the evaluation of such report by the external auditors, together with management's response.
The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, management's discussion and analysis and interim earnings press releases, and periodically assess the adequacy of these procedures.
The Committee shall review management's discussion and analysis relating to annual and interim financial statements and any other public disclosure documents, including interim earnings press releases, that are required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.
The Committee shall meet no less frequently than annually with the external auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, the officer of the Corporation in charge of financial matters, deem appropriate.
The Committee shall inquire of management and the external auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
The Committee shall review the post-audit or management letter containing the recommendations of the external auditors and management's response and subsequent follow-up to any identified weaknesses.
The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
The Committee shall establish procedures 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.
The Committee shall provide oversight to related party transactions entered into by the Corporation.

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B. Independent Auditors

The Committee shall recommend to the Board the external auditors to be nominated, shall set the compensation for the external auditors, provide oversight of the external auditors and shall ensure that the external auditors report directly to the Committee.
The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.
The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the external auditors in accordance with the terms of this charter.
The Committee shall monitor and assess the relationship between management and the external auditors and monitor, support and assure the independence and objectivity of the external auditors.
The Committee shall review the external auditors' audit plan, including the scope, procedures and timing of the audit.
The Committee shall review the results of the annual audit with the external auditors, including matters related to the conduct of the audit.
The Committee shall obtain timely reports from the external auditors describing critical accounting policies and practices, alternative treatments of information within IFRS that were discussed with management, their ramifications, and the external auditors' preferred treatment and material written communications between the Corporation and the external auditors.
The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect of audit and non-audit services on an annual basis.
The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.
The Committee shall monitor and assess the relationship between management and the external auditors and monitor and support the independence and objectivity of the external auditors.

C. Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

A-4

DEVERON CORP. (the "Corporation")

Procedures for Receipt of Complaints and Submissions

Relating to Accounting Matters

The Corporation shall inform employees on the Corporation's intranet, if there is one, or via a newsletter or e-mail that is disseminated to all employees at least annually, of the officer (the " Complaints Officer ") designated from time to time by the audit committee (the " Committee ") to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters.
The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.
The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Corporation.
Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.
The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

A-5

DEVERON CORP. (the "Corporation")

Procedures for Approval of Non-Audit Services

The Corporation's external auditors shall be prohibited from performing for the Corporation the following categories of non-audit services:
(a) bookkeeping or other services related to the Corporation's accounting records or financial statements;
(b) financial information systems design and implementation;
(c) appraisal or valuation services, fairness opinion or contributions-in-kind reports;
(d) actuarial services;
(e) internal audit outsourcing services;
(f) management functions;
(g) human resources;
(h) broker or dealer, investment adviser or investment banking services;
(i) legal services;
(j) expert services unrelated to the audit; and
(k) any other service that the Canadian Public Accountability Board determines is impermissible.
In the event that the Corporation wishes to retain the services of the Corporation's external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Audit Committee (the " Committee "), who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services. All other non-audit services shall be approved or disapproved by the Committee as a whole.
The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee no less frequently than on a quarterly basis.

A-6

AI assistant

Deveron Corp. — AGM Information 2024

47003_rns_2024-10-01_9ed4a07d-92cc-4f92-9441-9e884f333b47.pdf

DEVERON CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD

EXHIBIT "A"

SPECIAL RESOLUTION OF THE SHAREHOLDERS

OF

DEVERON CORP.

AMENDMENT TO ARTICLES OF AMENDMENT – CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

or,

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

2. APPOINTMENT OF AUDITOR

3. ELECTION OF DIRECTORS

Settlement Agreement

Board Changes

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. APPROVAL AND CONFIRMATION OF STOCK OPTION PLAN

" BE IT RESOLVED THAT :

5. AMENDMENT TO THE ARTICLES OF THE CORPORATION - CONSOLIDATION

6. APPROVAL OF GREG PATTERSON AS A CONTROL PERSON OF THE CORPORATION

Background

Disinterested Shareholder Approval

" BE IT RESOLVED THAT :

STATEMENT OF EXECUTIVE COMPENSATION

Stock Options and Other Compensation Securities

Stock Option Plan and other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Named Executive Officers

Principles of Executive Compensation

Base Salary

Annual Incentives

Compensation and Measurements of Performance

Long Term Compensation

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Exemptions in NI 52-110

Pre-Approval Policies and Procedures

Audit Fees

REPORT ON CORPORATE GOVERNANCE

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Board Committees

Assessments

OTHER MATTERS

ADDITIONAL INFORMATION

APPROVAL OF THE BOARD OF DIRECTORS

BY ORDER OF THE BOARD

APPENDIX A

DEVERON CORP.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

II. AUTHORITY OF THE AUDIT COMMITTEE

Deveron Corp. AGM Information 2024