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MANAGEMENT INFORMATION CIRCULAR

The information contained herein is as at October 29, 2025 (except as otherwise indicated)

SECTION 1 - INTRODUCTION

This information circular (the "Information Circular") accompanies the notice of Annual General and Special meeting (the "Notice") and is furnished to shareholders (the "Shareholders") holding shares of common stock (the "Shares") in the capital of DIRECT COMMUNICATION SOLUTIONS, INC. ("Direct Communication" or the "Company") in connection with the solicitation by the management of the Company of proxies to be voted at the Annual General and Special meeting (the "Meeting") of the Shareholders to be held at 10:00 a.m. (Pacific Time) on December 8, 2025, or at any continuation of the Meeting following an adjournment or postponement thereof.

DATE AND CURRENCY

The information in this Information Circular is as at October 29, 2025, except as otherwise indicated. Unless otherwise stated, all amounts herein are in Canadian dollars.

NOTICE-AND-ACCESS

The Company is not relying on the "Notice and Access" delivery procedures outlined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), to distribute copies of proxy- related materials in connection with the Meeting by posting them on a website.

SECTION 2 – PROXIES AND VOTING RIGHTS

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. In accordance with National Instrument 54-101 of the Canadian Securities Administrators, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the voting shares of common stock in the capital of the Company (the "Shares") held on a record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in so doing. All costs of this solicitation will be borne by the Company.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy are directors, officers or other representatives of the Company. A shareholder entitled to vote at the Meeting has the right to appoint a person or company, who need not be a shareholder, to attend and act for the shareholder on the shareholder's behalf at the Meeting other than either the persons or company designated in the accompanying form of proxy, and may do so either by inserting the name of that other person in the blank space provided in the accompanying form of proxy or by completing and delivering another suitable form of proxy.

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

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the proxy will be voted or withheld from voting in accordance with the

instructions given in the proxy. If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the vote on that matter accordingly. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

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

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

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

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting via audio conference call at (605) 472-5594; Access Code: 530196. Registered shareholders electing to submit a proxy must complete, date and sign the enclosed form of proxy and return it to the Company's transfer agent, TSX Trust Company (Canada), Proxy Department, 301 – 100 Adelaide Street West, Toronto, ON, M5H 4H1 by fax at 416-595-9593 or online at www.voteproxyonline.com.

Registered Shareholders must ensure the proxy is received by TSX Trust Company, Proxy Department, 301 – 100 Adelaide Street West, Toronto, ON, M5H 4H1, at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof, unless otherwise provided in the instructions accompanying the proxy.

Beneficial Shareholders

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Shares, or as set out in the following disclosure, can be recognized and acted upon at the Meeting.

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder's name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

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Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called "OBOs" for "Objecting Beneficial Owners") and those who do not object to the issuers of the securities they own knowing who they are (called "NOBOs" for "Non-Objecting Beneficial Owners").

The Company is availing itself under National Instrument 54-101 for the Company to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a Voting Instruction Form ("VIF") from our transfer agent, TSX Trust Company, Proxy Department, 301 – 100 Adelaide Street West, Toronto, ON, M5H 4H1. The VIF is to be completed and returned to the transfer agent in the envelope provided or by facsimile, or a NOBO has the option to submit their proxy vote via the internet in the manner described on the VIF. The transfer agent shall tabulate the results of the voting on the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Shares represented by those VIFs.

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

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Shares are voted at the Meeting.

The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge") in the United States and in Canada. Broadridge mails a VIF in lieu of the form of proxy provided by the Company. The VIF will name the same persons as the proxy to represent the Beneficial Shareholder at the Meeting, and that person may be the Beneficial Shareholder themselves. A Beneficial Shareholder has the right to appoint a person (who need not be a Beneficial Shareholder of the Company) other than the persons designated in the VIF, to represent the Beneficial Shareholder at the Meeting.

To exercise this right, the Beneficial Shareholder should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a VIF from Broadridge cannot use it to vote Shares directly at the Meeting - the VIF must be returned to Broadridge, as the case may be, well in advance of the Meeting in order to have the Shares voted. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

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Alternatively, Beneficial Shareholders may request in writing that their broker send to them a legal proxy which would enable them to attend at the Meeting and vote their Shares.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to TSX Trust Company – Attention: Account Maintenance, 301 – 100 Adelaide Street West, Toronto, ON, M5H 4H1, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. In addition, a proxy may be revoked by the registered shareholder personally by attending the Meeting and voting the registered shareholder's Shares. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as set out herein.

SECTION 3 VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

VOTING OF SHARES OF COMMON STOCK

The Company is authorized to issue an unlimited number of shares of common stock without par value and without special rights or restrictions attached (the "Shares"). As at the Record Date, determined by the Board to be the close of business on October 29, 2025, a total of 2,487,222 Shares were issued and outstanding.

PRINCIPAL HOLDERS OF SHARES

To the best knowledge of the Company's directors or executive officers, the following person(s) or companies beneficially owned directly or indirectly, or exercised control or direction over 10% or more the Company's shares:

Shareholder Name	Number of Shares Held	Percentage of Issued Common Shares
CDS & CO^{(1)}	259,679 shares	10.44%
CEDE & CO^{(1)}	1,131,064 shares	45.47%
Mike Yao Zhou^{(1)}	529,142 shares	21.27%

Notes:

(1) The beneficial shareholders represented by this registered holder(s) are unknown. The information was supplied to the Company by the Transfer Agent.

(2) The above information was supplied to the Company by the shareholder directly and from insider reports available at www.sedi.ca.

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QUORUM

A simple majority of affirmative votes cast at the Meeting is required to approve the resolutions described herein, except that the resolution to amend the Company's Certificate of Incorporation requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the issued and outstanding shares of capital stock of the Company. A special resolution is a resolution passed by a majority of not less than two-thirds (2/3rds) of the votes cast by the shareholders who, being entitled to do so, voted by proxy at the Meeting. If there are more nominees for election as directors or appointment of the Company's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

SECTION 4 - THE BUSINESS OF THE MEETING

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

Additional details regarding each of the matters to be acted upon at the Meeting are set forth below.

1. FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial years ended December 31, 2024 and 2023, together with the auditor's report thereon (collectively, the "Financial Statements"), will be presented to Shareholders at the Meeting. These documents are also available on SEDAR+ at www.sedarplus.ca under the Company's profile.

Management will review the Company's financial results at the Meeting and Shareholders and proxyholders will be given an opportunity to discuss these results with management. No approval or other action needs to be taken at the Meeting in respect of the Financial Statements.

2. ELECTION OF DIRECTORS

Number of Directors

The directors of the Company are elected at each annual meeting and hold office until the next annual meeting, or until their successors are duly elected or appointed in accordance with the Company's Articles or until such director's earlier death, resignation or removal.

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

Management recommends Shareholders vote in favour of the resolution setting the number of directors at three (3). Unless you provide instructions otherwise, the Designated Persons intend to vote FOR the resolution setting the number of directors at three (3).

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Nominees for Election

Management of the Company proposes to nominate the persons named in the table below for election by the Shareholders as directors of the Company. All of the nominees are current members of the Board and each has agreed to stand for election. Management of the Company does not contemplate that any of the nominees will be unable to serve as a director.

The following disclosure sets out the names of management's three (3) nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at October 29, 2025, the Record Date:

Name and place of residence(1)	Principal occupation for the past five years(1)	Director since	Number of shares(2)(3)
William Espley (4)
Director
BC, Canada	Mr. Espley has served as a director of the Company since February 2018. He has been a director of Predictive Health Analytics Inc. since October 2017 and was a director of American Bullion Minerals Ltd. from August 2008 to July 2011.	February 8, 2018	141,622 (5)
(5.69%)
Mike Yao Zhou (4)
Director
BC, Canada	Mr. Zhou has recently held management positions and director roles in the financial- technology, digital marketing, consulting, and financial sectors. From 2013 to 2015, Mike was with BiYond Corp., serving as Corporate Development Manager. Under his management, the firm successfully launched a multimillion financial technology joint venture and structured the merger and acquisition of a digital marketing corporation. From 2017 to 2018. Mr. Zhou held a position with PI Financial, where he worked directly with the Vice President and Managing Director as an Analyst and Associate. From 2019 to present, Mike serves as owner and President of a private investment and consulting firm that is primarily involved with the North American capital markets. Mike holds a Bachelor of Science Degree in Statistics and Economics with Minor in Commerce (Saunders School of Business) from UBC; a Project Management Professional designation from Project Management Institute (PMI).	Nominee	529,142 (6)
(21.27%)

| Shujie Zhong (4)
Director
Jiangsu, China | Ms. Zhong is a marketing and operations professional with experience in the technology sector, who has recently held management and operational positions in international marketing, brand development, and digital media. From December 2020 to May 2021, she was with Rela, China’s largest social application for women, serving in KOL Operations where she managed recruitment, content development, and brand collaborations. From June 2021 to May 2022, she worked with Beijing iQIYI Technology Co. Ltd. as a User Operations specialist, where she led brand building initiatives and cross-functional campaign planning. From June 2022 to May 2024, Ms. Zhong was with CoCo, a leading beverage brand, in Social Media Operations and Brand Marketing, where she launched the company’s official Bilibili account and executed joint campaigns with well-known entertainment IPs. Since July 2024, she has been serving as International Operations; Influencer Marketing Manager with Suzhou ZWO Electronic Technology Co., Ltd., where she manages global influencer outreach, product launch campaigns, and affiliate marketing initiatives. Ms. Zhong holds a Master of Science Degree in Brand Leadership from the University of East Anglia, a Certificate in Business Management from Tamkang University, and a Bachelor’s Degree in International Business from Huaqiao University. | June 5, 2025 | Nil |
| --- | --- | --- | --- |

NOTES:

(1) Information has been provided by the respective directors or nominees, as applicable.
(2) Information as to shares beneficially owned, has been furnished by the respective person, has been extracted from the list of registered shareholders maintained by the Transfer Agent, has been obtained from insider reports filed by respective person and available through the Internet at the Canadian System for Electronic Disclosure by Insiders (SEDI) or has been obtained from early warning report and alternative monthly reports filed by the respective person and available through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR).
(3) This number includes the 7 old for 1 new share consolidation the Company completed on February 9, 2023.
(4) Member of the Audit Committee.
(5) 42,088 of these shares are held in White Tiger Venture Corp., and 42,857 held in White Tiger Management International Ltd., both company's controlled by William Espley.
(6) Of these 529,142 shares of common stock, 571 shares are directly held by Mike Yao Zhou, and 528,571 shares of common stock held by Superchain Investment One Limited, a British Virgin Islands company wholly owned by MCNM International Holding Limited, a British Virgin Islands company wholly owned by Mike Yao Zhou.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

Except as set forth below, to the knowledge of the management of the Company, no proposed nominee for election as a director of the Company:

(a) is, at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,

(i) was subject to a cease trade order, an order similar to a cease trade order, or 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 (an

"Order") that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer; or

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

(b) is, at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets,

(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, or

(d) has 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 has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

A Shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees. Management recommends Shareholders vote in favour of the election of each of the nominees listed above for election as directors of the Company for the ensuing year. Unless you provide instructions otherwise, the Designated Persons intend to vote FOR the above nominees.

3. APPOINTMENT OF AUDITORS

At the Meeting, Shareholders will be asked to vote for the re-appointment of Davidson & Company LLP, Chartered Professional Accountants, located at Suite 1200 – 609 Granville Street, PO Box 10372, Vancouver, BC V7Y 1G6, as auditor of the Company to hold office until the next annual meeting of Shareholders, or until a successor is appointed, and to authorize the directors of the Company to fix the auditor’s remuneration.

Management recommends Shareholders vote in favour of the appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the Board to fix the auditor’s remuneration. Unless you provide instructions otherwise, the Designated Persons intend to vote FOR the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s auditor until the close of its next annual meeting and to authorize the Board to fix the remuneration to be paid to the auditor.

4. THE RESTRUCTURING

The Company intends to restructure its authorized share capital (the “Restructuring”) by changing the identifying name of the Company’s currently authorized shares of common stock as Class A shares (the “Class A Shares” and each, a “Class A Share”) and creating a new class of Class B shares (the “Class B Shares” and each, a “Class B Share”), with a par value of $0.00001, wherein authorizing the Company to issue a maximum number of 500,000,000 Class B Shares.

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Mike Yao Zhou, any corporation that is directly controlled by Mike Yao Zhou and any corporation directly controlled by a corporation directly controlled by Mike Yao Zhou and organized under the laws of the British Virgin Islands (collectively, "Zhou") currently holds 529,142 shares of common stock of the Company, of which he received 528,571 shares of common stock via a transfer from Chris Bursey on June 17, 2025 (the "Zhou Shares"), representing approximately $21.27\%$ of the Company's issued and outstanding common stock of 2,487,222 shares. The Zhou Shares will be converted into the Class B Shares that will have the same voting rights of one (1) vote per one (1) Class B Share until the Sunrise Conditions (as hereinafter defined) are satisfied in which case such shares shall be deemed to have superior voting rights of twenty (20) votes per Class B Share, as described in more detail below, and the remaining $78.73\%$ of the current outstanding issued shares of common stock of the Company would be re-designated as Class A Shares, each Class A Share carrying one (1) vote per Class A Share.

The rationale for the Restructuring is to facilitate Zhou's active participation in the strategic growth and operational development of the Company, with the objective of significantly enhancing shareholder value. As part of this initiative, Zhou has joined the Company's Board of Directors and undertake key responsibilities.

The proposed Restructuring will require approval by a special resolution of disinterested shareholders, with Zhou abstaining from voting (the "Restructuring Resolution"). In addition, approval from the Canadian Securities Exchange (the "CSE") will be required. In furtherance of the CSE policies, the amended articles shall contain coattails provisions wherein when an "exclusionary offer" is made (being an offer to purchase Class B Shares that is not made concurrently with an offer to purchase Class A Shares that is identical to the offer to purchase Class B Shares in terms of price per share and percentage of outstanding shares to be taken up exclusive of shares owned immediately prior to the offer by the offeror), then each outstanding Class A Share shall be convertible into one (1) Class B Share at the option of each holder of Class A Shares (a "Class A Holder") during the conversion period which is the period for take up by the offeror under its offer to acquire the Class A shares.

The Class A Shares will include the following features: (i) one (1) vote per Class A Share; (ii) equal dividend rights with the Class B Shares on a per-share basis, with stock dividends payable in the corresponding class of shares; (iii) equal rights on liquidation with the Class B Shares; (iv) equivalent treatment to Class B Shares in the event of stock splits or consolidations; (v) separate class voting rights on matters adversely affecting the Class A Shares; and (vi) "coat-tail" rights, as contemplated under CSE policies.

See Schedule "A" – Proposed Amendment of Articles to this Circular for a full description of the terms of the Class A Shares.

The Class B Shares will carry the following rights and features: (i) until the satisfaction of the Sunrise Conditions the Class B Shares shall have one (1) per Class B Share and when the Sunrise Conditions have been satisfied, the Class B Shares shall have twenty (20) votes per Class B Share; (ii) equal dividends to Class A Shares on a per-share basis, with stock dividends payable in the corresponding class of shares; (iii) equal rights on liquidation with Class A Shares; (iv) the right to convert into Class A Shares on a one-for-one basis at any time; (v) equivalent treatment to Class A Shares in the event of stock splits or stock consolidations; (vi) separate class voting rights on matters adversely affecting the Class B Shares; and (vii) Class B Shares will not be listed on the CSE.

See Schedule "A" – Proposed Amendment of Articles to this Circular for a full description of the Class B Shares.

Following the approval of the Restructuring, the Company is planning to apply to list its Class A Shares on the NYSE American LLC (the "NYSE American"), or alternatively, the NASDAQ Stock Market, and, in connection with that listing, intends to complete a financing of approximately US$10,000,000. The Company expects that the listing on the NYSE American, together with the financing, will provide additional access to capital, increase trading liquidity and broaden the Company's shareholder base. Shareholders are being asked to approve certain matters at this meeting that will support these plans, including Restructuring, which include provisions under which certain Class

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B Shares will only become fully effective upon the completion of the financing and the NYSE American listing, and may be converted back to Class A shares if those conditions are not met.

The multiple voting rights attached to the Class B Shares will not be immediately effective upon issuance. Instead, such voting rights will become enforceable, operative and effective only upon the satisfaction of the following conditions (the "Sunrise Conditions"):

A. [the Company successfully raises financing in the aggregate amount of not less than US$10,000,000; and
B. the shares of common stock of the Company are approved for listing on the NYSE American LLC or NASDAQ and commence trading on such exchange.

Until the Sunrise Conditions are satisfied, the Class B Shares will rank pari passu with the Class A Shares in all respects, including voting rights so that each Class B Share will carry only one (1) vote per Class B Share on all matters upon which holders of shares are entitled to vote.

Upon satisfaction of the Sunrise Conditions, the multiple voting rights attached to the Class B Shares will automatically and without further action by the Company or its shareholders become effective, such that each Class B Share will thereafter entitle the holder to twenty (20) votes per Class B Share on all matters upon which holders of shares are entitled to vote.

Following shareholder approval of the foregoing restructuring resolution and the approval of the CSE with respect to the proposed amendment to the Company's Articles of Incorporation, and during the period in which the United States Securities and Exchange Commission (the "SEC") is reviewing the Company's draft Form S-1 registration statement in connection with the proposed listing of the Company's securities on the NYSE American, or alternatively, the NASDAQ Stock Market, but prior to the completion of the SEC's final approval of the Company's Form S-1 registration statement, the Company intends to register the Articles of Amendment with the Secretary of State of Delaware, which will provide, among other things, for the redesignation of the Company's existing shares of common stock as Class A Shares with subordinate voting rights and the creation of Class B Shares, with multiple voting rights. Upon completion of the registration of such Articles of Amendment, it is expected that Zhou may convert all or a portion of his Class A Shares into Class B Shares. The Class B Shares will initially carry one (1) vote per share, and thereafter, upon the satisfaction of the Sunrise Conditions (conditions relating to the completion of a financing of not less than a US$10,000,000, and the approval for listing and commencement of trading of the Class A Shares on the NYSE American, or alternatively, the NASDAQ Stock Market), the Class B Shares will thereafter carry twenty (20) votes per Class B Share. In addition, at any time and at the sole discretion of Zhou, Class B Shares held by Zhou may be converted back into Class A Shares, including in circumstances where the Sunrise Conditions are not met and Zhou elects to Class A Shares that are tradeable and freely transferrable through the public markets.

As part of the proposed Restructuring, the Company's amended Articles of Incorporation will be further amended to restructure its existing authorized share capital.

The CSE has provided its preliminary non-official approval to proceed with the Restructuring, subject to the shareholders' approval, and the shareholders' approval of the Restructuring is required to obtain a final and formal approval of the CSE pertaining to the Restructuring.

Following CSE approval and shareholder approval, upon satisfaction of the Sunrise Conditions, the transfer agent will be directed to issue the new class of securities, rendering the old securities null and void and; shareholders will not need to surrender their existing shares. The new shares will be issued in Direct Registration System (DRS) form or physical certificates depending on how the old securities are currently issued. For any book shares from

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exchanged pre-consolidated positions, new shares will be delivered accordingly as DRS or certificates. The transfer agent shall mail the DRS statements and physical certificates if applicable to the shareholders

Accordingly, management of the Company is asking shareholders to approve the Restructuring Resolution set out below:

“BE IT RESOLVED, a special resolution on a disinterested basis with Mike Yao Zhou abstaining, THAT:

The Articles of Incorporation of the Company dated April 3, 2017, as amended by the Articles of Amendment dated December 16, 2019 and further amended by the Articles of Amendment dated February 2, 2023, are authorized to be altered (collectively, the “Amendments”) as follows:

(a) the authorized share capital of the Company be amended as follows:

(i) change the identifying name of the Company’s currently authorized shares of common stock to Class A shares (the “Class A Shares”), having subordinate voting rights and such other rights, privileges, restrictions, and conditions set out in the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company as attached as Schedule “A” to the Information Circular (the “Certificate of Amendment”);

(ii) increase the authorized share capital of the Company’s Class A Shares to 500,000,000, as shall be more particularly set forth in the Certificate of Amendment;

(iii) create a new class of Class B shares (the “Class B Shares”), with a par value of $0.00001 and authorize the Company to issue a maximum number of 500,000,000 Class B Shares, having multiple voting rights and other special rights and restrictions, in each case subject to the Sunrise Conditions (defined hereinafter) in regard of such Class B Shares, as described in the Information Circular and more particularly set out in the Certificate of Amendment;

(b) create and grant a one-time right to Mike Yao Zhou pertaining to 529,142 shares of common stock of the Company held as to 571 shares owned directly and 528,571 shares of common stock held by Superchain Investment One Limited, a British Virgin Islands company wholly owned by MCNM International Holding Limited, a British Virgin Islands company wholly owned by Mike Yao Zhou, which right shall entitle Mike Yao Zhou to elect to convert such shares when redesignated as Class A Shares into Class B Shares on a one-for-one basis; and

The Company shall adopt the Certificate of Amendment and the provisions therein substantially in the form set out as Schedule “A” hereto, with such amendments as any one director or officer of the Company may approve, and all amendments to the aforesaid Certificate of Amendment, as amended, reflected therein are approved.

Management and the Board of Directors of the Company believe the Restructuring is in the best interests of the Company and is fair to the Company and its shareholders. The Company’s management and the Board of Directors recommend that shareholders vote FOR the Restructuring Resolution. Unless you provide instructions to the contrary, the Management Proxyholders intend to vote FOR the Restructuring Resolution to approve the Restructuring.

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5. LISTING ON A SENIOR US STOCK EXCHANGE

The Company intends to apply to list its Class A Shares on the NYSE American Stock Exchange, or alternatively, the NASDAQ Stock Market (either, the "Senior Listing"), and, in connection with the Senior Listing, intends to complete a financing of not less than US$10,000,000. The Company expects that the Senior Listing, together with the financing, will provide additional access to capital, increase trading liquidity and broaden the Company's shareholder base. Shareholders are being asked to approve this initiative at this meeting that will support these plans.

Accordingly, management of the Company is asking shareholders to approve the resolution set out below authoring the company to apply for the Senior Listing:

"BE IT RESOLVED THAT:

(a) an application by the Company to list its shares of common stock or its Class A Shares, as the case may be, for trading on the NYSE American Stock Exchange, or alternatively, the NASDAQ Stock Market, and the authorization of the Board of Directors of the Company to take all such actions and execute all such documents as may be necessary or desirable in connection with the listing of its shares of common stock or its Class A Shares, as the case may be, on the NYSE American Stock Exchange, or alternatively, the NASDAQ Stock Market be approved."

Management and the Board of Directors of the Company believe the Senior Listing is in the best interests of the Company and is fair to the Company and its shareholders. The Company's management and the Board of Directors recommend that shareholders vote FOR the Senior Listing. Unless you provide instructions to the contrary, the Management Proxyholders intend to vote FOR the Senior Listing.

OTHER BUSINESS

The Company will consider and transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof. Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting the Shares represented by the proxies solicited hereby will be voted on such matter in accordance with the best judgement of the persons voting by proxy.

SECTION 5 – EXECUTIVE COMPENSATION

GENERAL

For the purpose of this Information Circular:

"Company" means Direct Communication Solutions, Inc.;

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

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

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

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

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

Based on the foregoing definitions, during the most recently completed financial year ended December 31, 2024, the Company had three (3) NEOs, namely Chris Bursey, CEO; Konstantin Lichtenwald, CFO, and Eric Placzek, CTO.

DIRECTOR AND NEO COMPENSATION

Director and NEO compensation, excluding options and compensation securities

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or its subsidiary, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or its subsidiary.

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Table of compensation excluding compensation securities
Name and position	Year Ended Dec 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of Perquisites ($)	Value of all other compensation ($)^{(10)}	Total compensation ($)
Chris Bursey^{(1)}
Former Chief Executive Officer and Director	2024	258,000	Nil	Nil	Nil	Nil	258,000
	2023	309,357	Nil	Nil	Nil	Nil	309,357
Konstantin Lichtenwald^{(2)}
Former Chief Financial Officer	2024	199,800	Nil	Nil	Nil	Nil	199,800
	2023	180,000	Nil	Nil	Nil	Nil	180,000
Dave Scowby
Chief Operating Officer	2024	229,230	Nil	Nil	Nil	Nil	229,230
	2023	243,633.86	Nil	Nil	Nil	Nil	243,633.86
Michael T. Lawless^{(3)}
(Resigned February 26, 2024)
Executive Vice-President Business Development	2024	67,211.53	Nil	Nil	Nil	Nil	67,211.53
	2023	231,524.00	Nil	Nil	Nil	Nil	231,524.00
Eric Placzek^{(4)}
Chief Technology Officer	2024	212,307.56	Nil	Nil	Nil	Nil	212,307.56
	2023	217,733.72	Nil	Nil	Nil	Nil	217,733.72
William Espley
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Mike Yao Zhou^{(5)}
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	73,512	Nil	Nil	Nil	Nil	73,512
Julie Hajduk^{(6)}
Former Director	2024	10,000	Nil	Nil	Nil	Nil	10,000
	2023	34,250	Nil	Nil	Nil	Nil	34,250
David Diamond^{(7)}
Former Director	2024	N/A	N/A	N/A	N/A	N/A	N/A
	2023	52,000	Nil	Nil	Nil	Nil	52,000
John Hubler^{(8)}
Former Director	2024	140,000	Nil	Nil	Nil	Nil	140,000
	2023	240,000	Nil	Nil	Nil	Nil	240,000
Michael Ueland^{(9)}
Former Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil

NOTES:
(1) Mr. Bursey who was appointed as Director and CEO on June 15, 2008, resigned on September 24, 2025.
(2) Mr. Lichtenwald who was appointed as CFO on March 31, 2022, resigned on May 19, 2025.
(3) Mr. Lawless resigned on March 22, 2024.
(4) Mr. Placzek was appointed chief technology officer on September 30, 2019.
(5) Mr. Zhou was appointed director on June 1, 2021, resigned on March 5, 2024 and re-appointed on September 24, 2025.
(6) Ms. Hajduk who was appointed director on July 28, 2022, resigned on May 19, 2025.
(7) Mr. Diamond was appointed director on July 28, 2022, resigned on December 12, 2023.
(8) Mr. Hubler resigned from the board on July 28, 2022 and was re-appointed to the Board on April 4, 2023, resigned on September 3, 2024.
(9) Mr. Ueland was appointed to the Board on April 4, 2023, resigned on March 1, 2024.
(10) “Other Compensation” reflects the value of share based compensation received.

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Stock Options and Other Compensation Securities

The following table sets out all compensation securities outstanding for each director and NEO of the Company or by any subsidiary thereof.

Compensation Securities
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 ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at Year Ended Dec 31, 2022 ($)	Expiry Date
William Espley Director	stock options	14,286	May 9, 2022	8.40	4.10	6.04	May 9, 2027

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by directors or NEO during the financial year ended December 31, 2024.

Stock Option Plan and other Incentive Plans

The Company's compensation securities are granted pursuant to its 2023 Stock Plan as approved by shareholders.

Equity Incentive Plans.

We do not have any equity compensation plans or arrangements that have not been approved by our shareholders. Information pertaining to number of securities to be issued upon exercise of outstanding options, warrants and rights and the weighted- average exercise price of outstanding options, warrants and rights can be found in the Company's financial statements filed under the Company's profile on www.sedarplus.ca.

The Company has entered into service agreements in relation to the services of each of the Named Executive Officers and the compensation to be paid by the Company pursuant to such agreements are as disclosed in the "Summary Compensation Table". See "Executive Compensation".

Termination and Change in Control Benefits

Termination of Employment

If the services agreements between the Company and Mr. Scowby or Mr. Placzek is terminated without cause, they are entitled to receive from the Company any (i) accrued benefits; (ii) any unpaid bonuses with respect to the calendar year ending or preceding the date of the termination; (iii) an amount equal to fifty percent (50%) of the Executive's then-current base salary; and (v) payments of COBRA premiums for six (6) months following termination. In addition, all of Executive's outstanding stock options granted from and after the effective date shall become immediately vested for the portion that would have vested or become exercisable had employment continued through the next vesting date provided that the initial vesting date for such equity award occurred prior to the Executive's termination date.

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Pension disclosure

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans currently in place or proposed at this time.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as of the financial year ended December 31, 2024:

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by Securityholders	448,929	4.64	551,071
Equity compensation plans not approved by securityholders	NIL	NIL	NIL
Total	448,929		551,071

There are no employment contracts between either the Company and the above-named executive officers other than disclosed herein.

SECTION 6 - AUDIT COMMITTEE

Under National Instrument 52-110 Audit Committees ("NI 52-110"), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding composition of the audit committee, and information regarding fees paid to its external auditor. The Company provides the following disclosure with respect to its audit committee (the "Audit Committee"):

AUDIT COMMITTEE CHARTER

The text of the Company's Audit Committee Charter (the "Charter") is attached as Schedule "B" to this Information Circular.

COMPOSITION OF AUDIT COMMITTEE

As at the date hereof, the Company's audit committee is comprised of three directors, namely William Espley, Mike Zhou and Shujie Zhong.

NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment. Of the Company’s current audit committee members, all are considered “independent” within the meaning of NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for the review of interim and annual financial statements of the Company. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the auditor of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

RELEVANT EDUCATION AND EXPERIENCE

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member and that provides each member with: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) 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 Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting:

William Espley

Mr. Espley has worked in executive roles with a variety of established and startup companies in the US and Canada over the course of his extensive career.

Additionally, all members of the audit committee qualify as “independent” as that term is defined in the relevant Canadian securities laws relating to the composition of the audit committee.

Mike Yao Zhou

Mr. Zhou has held management and director roles across the financial technology, digital marketing, consulting, and financial sectors. From 2013 to 2015, he served as Corporate Development Manager at BiYond Corp., where he oversaw the successful launch of a multimillion-dollar financial technology joint venture and the merger and acquisition of a digital marketing corporation. Between 2017 and 2018, Mr. Zhou worked with PI Financial as an Analyst and Associate, collaborating closely with the Vice President and Managing Director. Since 2019, he has been the owner and President of a private investment and consulting firm focused on the North American capital markets.

Mr. Zhou holds a Bachelor of Science degree in Statistics and Economics with a Minor in Commerce from the University of British Columbia’s Saunders School of Business and is a certified Project Management Professional (PMP) through the Project Management Institute (PMI).

Shujie Zhong

Ms. Zhong is a marketing and operations professional with extensive experience in the technology sector, specializing in international marketing, brand development, and digital media. From December 2020 to May 2021, she served with Rela, China’s largest social application for women, managing recruitment, content development, and brand collaborations in KOL Operations. From June 2021 to May 2022, she worked as a User Operations

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Specialist at Beijing iQIYI Technology Co. Ltd., leading brand-building initiatives and cross-functional campaigns. Between June 2022 and May 2024, Ms. Zhong was with CoCo, a leading beverage brand, where she launched the company's official Bilibili account and directed joint campaigns with major entertainment IPs. Since July 2024, she has served as International Operations and Influencer Marketing Manager at Suzhou ZWO Electronic Technology Co., Ltd., overseeing global influencer outreach, product launch campaigns, and affiliate marketing initiatives.

Ms. Zhong holds a Master of Science degree in Brand Leadership from the University of East Anglia, a Certificate in Business Management from Tamkang University, and a Bachelor's degree in International Business from Huaqiao University.

AUDIT COMMITTEE OVERSIGHT

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

RELIANCE ON CERTAIN EXEMPTIONS

During the most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4 or 8 of National Instrument 52-110 Audit Committees. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of all the non-audit services not pre-approved is reasonably expected to be no more than 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided, the Company did not recognize the services as non-audit services at the time of engagement, and the services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of the Instrument, in whole or in part.

PRE-APPROVAL POLICIES AND PROCEDURES FOR NON-AUDIT SERVICES

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case-by-case basis.

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

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

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The aggregate fees billed by the Company's external auditor in each of the last two (2) financial years for audit fees are as follows:

Financial Year Ending December 31	Audit Fees^{(1)}	Audit-related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}
2024	$125,915.00	Nil	Nil	Nil
2023	$219,751.30	Nil	Nil	Nil

NOTES:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include fees for services that are traditionally performed by the auditor. These audit related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as disclosed hereunder, no directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date thereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial year ended December 31, 2024, none of:

(a) the Informed Persons of the Company;

(b) the proposed nominees for election as a Director of the Company; or

(c) any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

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interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the year ended December 31, 2024, or has any interest in any material transaction in the current year other than as set out herein.

MANAGEMENT CONTRACTS

Except as set out herein, there are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

SECTION 7 - CORPORATE GOVERNANCE

GENERAL

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"), the Company is required to disclose its corporate governance practices. Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board is committed to sound corporate governance practices, which are in the interest of its Shareholders and contribute to effective and efficient decision-making.

National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201") establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices and believes the Company's corporate governance practices are appropriate and effective for the Company given its current size.

National Instrument 58-101 – Disclosure of Corporate Governance Practices – mandates disclosure of corporate governance practices in Form 58-101Fs, which disclosures is set out below.

The Board of Directors is responsible for the Company's stewardship and for the supervision of the management of the Company's business and affairs. The Board of Directors is currently comprised of three (3) directors. The size and composition of the Board reflects backgrounds and experience the Board considers adequate for the effective governance of the Company. The Board of Directors has determined that two (2) of the three (3) directors are "independent" in accordance with Canadian securities laws.

The Board of Directors is satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the Company's business and affairs and that there are sufficient systems and procedures in place to allow the Board to function independently of management.

The Board of Directors intends to adopt a process to evaluate the functioning of the Board, each of the committees and individual directors. New members of the Board of Directors are provided with the necessary information about the role of the Board, the committees and the Company's directors and about the Company and its business. In addition, the Board of Directors shall have access to the Company's legal counsel to receive updates as necessary with respect to applicable regulatory or other requirements relating to the role and responsibilities of directors, the Board of Directors or the relevant committee. The Board of Directors shall also receive presentations from management from time to time relating to specific aspects of its business.

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Committees of the Board

The Board of Directors has established an audit committee, which has adopted specific written mandates. Such mandates include a description of the role and responsibilities of the committee, reporting to the Board of Directors with respect to the activities of the committee, and reviewing and assessing the adequacy of its mandate and its effectiveness in fulfilling its mandate.

Audit Committee Charter

The overall purpose of the audit committee is to assist the Board of Directors in fulfilling its oversight responsibilities related to the quality and integrity of financial reporting, including ensuring fair presentation of the financial position and results of operations of the Company in accordance with Canadian general accepted accounting principles. The audit committee will also ensure that management has designed and implemented an effective system of internal financial controls and review their compliance with regulatory and statutory requirements as they relate to consolidated financial statements, taxation matters and disclosure of material facts.

The Charter is attached hereto as Schedule "B" to this Information Circular.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, Davidson & Company LLP, Chartered Professional Accountants, of Vancouver, British Columbia) not adopted by the Board.

Reliance on Certain Exemptions

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") prescribes certain disclosure by the Company of its corporate governance practices. The disclosure required by NI 58-101 is presented below. The independent members of the Board as defined in NI 58-101 are Mike Yao Zhou and Shujie Zhong. The non-independent director is William Espley, the Company's CEO.

Board Mandate

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its committees. The Board has also adopted a Charter of the Board of Directors which sets forth the responsibilities of the Board. The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management, and for the Company's overall approach to risk management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. The Board is responsible for implementing and monitoring compliance with the Company's Code of

Ethics and Business Conduct, and for ensuring the integrity of the Company's executive officer and senior management. Additionally, the Board is responsible for appointing the CEO and for reviewing and approving the performance and compensation of the CEO. The Board delegates authority to executive officers and management to enter into certain types of transactions, including financial transactions, subject to specified limits in a written policy. The Board also delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing the Company's cash flow, evaluating new business opportunities, recruiting employees and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

DIRECTORSHIPS IN OTHER PUBLIC COMPANIES

Certain of the board nominees are also directors or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)(1)
William Espley	Predictive Health Analytics Inc.
Mike Yao Zhou	Hong Kong Pharma Digital Technology Holdings Limited

NOTES:

(1) Information not being within our knowledge has been furnished by the respective person or has been obtained from insider reports filed by respective person and available through the Internet at the Canadian System for Electronic Disclosure by Insiders (www.sedi.ca).

ORIENTATION AND CONTINUING EDUCATION

The orientation policy of the Company is that a representative of the Board of Directors briefs all new directors with respect to the policies of the Board of Directors and other relevant corporate and business information. The Board does not currently provide any formal continuing education.

ETHICAL BUSINESS CONDUCT

The Company has not yet adopted a complete code of ethics policy, however the Company has adopted a disclosure policy that applies to all directors, officers and employees of the Company, as part of a program to establish a comprehensive code of ethics.

NOMINATION OF DIRECTORS

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of shareholders. The Board does not have a nominations committee or a formal procedure with respect to the nomination of directors and does not have any defined policy or procedure requirements of shareholders to submit recommendations or nominations for directors.

The Company does not currently have any specific documented criteria for the election of nominees to the Board and it does not have any specific process or procedure for evaluating such nominees, however the Board currently operates on the basis that new nominees optimally have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company's mission and strategic objectives, and a willingness to serve.

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COMPENSATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

The Board is responsible for determining all forms of compensation to be paid to members of the Board and the executive team, and in doing so takes into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded companies.

OTHER BOARD COMMITTEES

Other than the Audit Committee, the Board currently has no committees and believes that given the current size of the organization, the functions of all common committees can be responsibly performed by the directors. All proceedings of the Board are conducted by way of formal meetings or through resolutions consented to in writing by all of the directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The only Committee of the Board is the Audit Committee. The members of the Audit Committee are William Espley (Chair), Mike Yao Zhou and Shujie Zhong.

SECTION 7 - OTHER INFORMATION

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

For purposes of the following discussion, "Informed Person" means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial year ended December 31, 2024, none of:

(a) the Informed Persons of the Company;
(b) the proposed nominees for election as a Director of the Company; or
(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

An informed person is one who generally speaking is a director or executive officer or a 10% shareholder of the Company. To the knowledge of management of the Company, no informed person or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the year ended December 31, 2024, or has any interest in any material transaction in the current year other than as set out herein.

Page | 24

MANAGEMENT CONTRACTS

ADDITIONAL INFORMATION

Additional information relating to the Company is included in the Company's audited comparative financial statements for the year ended December 31, 2024, and the prior fiscal year, the auditor's report and related management discussion and analysis. Copies of such statements and the Company's most current interim financial statements and related management discussion and analysis, and additional copies of this proxy circular, may be obtained from SEDAR+ at www.sedarplus.ca and upon request from the Company at the address of the Company.

DIRECTOR APPROVAL

The contents of this Information Circular have been approved and the delivery of it to each Shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized by the Company's Board of Directors.

DATED at Vancouver, British Columbia, this 29th day of October, 2025.

BY ORDER OF THE BOARD

DIRECT COMMUNICATION SOLUTIONS, INC.

Signed:

"William Espley"

William Espley

Chief Executive Officer and Director

1 – Schedule “A”

SCHEDULE “A”

Proposed Amendment of Articles of Incorporation

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

DIRECT COMMUNICATION SOLUTIONS, INC.

Direct Communication Solutions, Inc., (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

First: The name of the Corporation is Direct Communication Solutions, Inc.

Second: This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on December 16, 2019 (the “First Amended Articles”), and the further Amended and Restated Certificate of Incorporation filed on February 9, 2023 (the “Second Amended Articles”).

Third: That Article 4 of the First Amended Articles and Article 3 of Second Amended Articles (the “Certificate of Incorporation”), is hereby amended by deleting Article 4 of the First Amended Articles in its entirety and Article 3 of the Second Amended Articles in its entirety and inserting the following in lieu thereof:

ARTICLE 4

4.1 Class A Shares

Authorized Shares. The Corporation is authorized to issue Five Hundred Million (500,000,000) shares of its capital stock, which shall consist of 500,000,000 Class A shares, $.00001 par value per share (the “Class A Shares” and each, a “Class A Share”). The number of authorized shares of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the stockholders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, having attached thereto the special rights and restrictions as set forth below:

(a) Voting Rights.

(i) Stockholders of Class A Shares shall be entitled to notice of and to attend at any meeting of the stockholders of the Corporation, except a meeting of which only stockholders of another particular class or series of shares of the Corporation shall have the right to vote. At each such meeting, stockholders of Class A Shares shall be entitled to one vote in respect of each Class A Share held.

(ii) Except as otherwise provided in this Certificate of Incorporation or except as provided in the Delaware General Corporation Law, Class A Share and Class B Shares are equal in all respects and shall vote together as if they were shares of a single class. In connection with any Change of Control Transaction as defined in Section 4.1(a)(iii) requiring approval of the stockholders of Class A Share and Class B Shares under the Delaware General Corporation Law, stockholders of Class A Share and Class B Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the stockholders of outstanding Class A Share or their proxyholders in respect of a resolution approving such Change of Control Transaction, voting separately as a class at a meeting of the stockholders of that class called and held for such purpose.

(iii) For the purpose of this Certificate of Incorporation, a "Change of Control Transaction" means an amalgamation, arrangement, recapitalization, business combination or similar transaction of the Corporation, other than an amalgamation, arrangement, recapitalization, business combination or similar transaction that would result in (i) the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the continuing entity or its direct or indirect parent) more than fifty percent (50%) of the total voting power of the voting securities of the Corporation, the continuing entity or its direct or indirect parent, and more than fifty percent (50%) of the total number of outstanding shares of the Corporation, the continuing entity or its direct or indirect parent, in each case as outstanding immediately after such transaction, and (ii) the stockholders of the Corporation immediately prior to the transaction owning voting securities of the Corporation, the continuing entity or its direct or indirect parent immediately following the transaction in substantially the same proportions (vis-a- vis each other) as such stockholders owned the voting securities of the Corporation immediately prior to the transaction (provided that in neither event shall the exercise of any exchangeable shares of a subsidiary of the Corporation that are exchangeable into shares of the Corporation be taken into account in such determination).

(iv) Notwithstanding the provisions of the second paragraph of this Section 4.1(1)(a), the stockholders of Class A Shares shall be entitled to vote as a separate class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of this Certificate of Incorporation which would: (i) adversely affect the rights or special rights of the stockholders of Class A Shares, (including an amendment to the terms of this Certificate of Incorporation which provide that any Class B Shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into Class A Shares); or (ii) affect the stockholders of Class A Shares and Class B Shares differently, on a per share basis; or (iii) create any class or series of shares ranking

2 - Schedule "A"

equal to or senior to the Class A Shares; and in each case such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by stockholders of outstanding Class A Shares.

(b) Alteration to Rights of Class A Shares.

As long as any Class A Shares remain outstanding, the Corporation will not, without the consent of the stockholders of the Class A Shares by separate special resolution alter or amend this Certificate of Incorporation if the result would (i) prejudice or interfere with any right or special right attached to the Class A Shares, or (ii) affect the rights or special rights of stockholders of Class A Shares or Class B Shares on a per share basis as provided herein.

Stockholders of Class A Shares shall be entitled to receive, as and when declared by the directors, dividends in cash or property of the Corporation. No dividend will be declared or paid on the Class B Shares unless the Corporation simultaneously declares or pays, as applicable, equivalent dividends (on a per share basis) on the Class A Shares. In the event of the payment of a dividend in the form of shares, stockholders of Class A Shares shall receive Class A Shares, unless otherwise determined by the Board of Directors of the Corporation.

(d) Liquidation, Dissolution or Winding-Up.

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its stockholders for the purpose of winding up its affairs, the stockholders of Class A Shares shall, subject to the prior rights of the stockholders of any shares of the Corporation ranking in priority to the Class A Shares, be entitled to participate ratably in the remaining property of the Corporation along with all stockholders of Class B Shares and other stockholders of Class A Shares (on a per share basis).

(e) Rights to Subscribe; Pre-Emptive Rights.

The stockholders of Class A Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of shares, or bonds, debentures or other securities of the Corporation now or in the future.

(g) Conversion of Class A Shares Upon an Offer.

(i) For the purposes of this Section 4.1:

(A) “Affiliate” has the meaning assigned by the Securities and Exchange Act of 1934 as, from time to time, amended, re-enacted or replaced;

3 - Schedule "A"

(B) “Associate” has the meaning assigned by the Securities Act of 1933 as, from time to time, amended, re-enacted or replaced;

(C) “Conversion Period” means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

(D) “Converted Shares” means Class B Shares resulting from the conversion of Class A Shares into Class B Shares pursuant to subparagraph (ii);

(E) “Exclusionary Offer” means an offer to purchase Class B Shares that: (i) is a General Offer; and (ii) is not made concurrently with an offer to purchase Class A Shares that is identical to the offer to purchase Class B Shares in terms of price per share and percentage of outstanding shares to be taken up exclusive of shares owned immediately prior to the offer by the Offeror, and in all other material respects, and that has no condition attached other than the right not to take up and pay for shares tendered if no shares are purchased pursuant to the offer for Class B Shares;

(F) “Expiry Date” means the last date on which stockholders of Class B Shares may accept an Exclusionary Offer;

(G) “General Offer” means an offer to purchase Class B Shares that must, by reason of applicable securities legislation or the requirements of any stock exchange on which the Class B Shares are listed, be made to all or substantially all stockholders of Class B Shares;

(H) “Offer Date” means the date on which an Exclusionary Offer is made;

(I) “Offeror” means a Person that makes an offer to purchase Class B Shares (the “bidder”), and includes any Associate or Affiliate of the bidder or any Person that is disclosed in the offering document to be acting jointly or in concert with the bidder,

(J) “Person” has the meaning assigned by the Securities Act of 1933 as, from time to time, amended, re-enacted or replaced and includes a Corporation or other body corporate wherever or however incorporated;

(L) “Transfer Agent” means the transfer agent at the relevant time for the Class A Shares and Class B Shares (and if there is no such transfer agent, “Transfer Agent” means the Corporation);

(ii) subject to subparagraph (v) hereof, if an Exclusionary Offer is made, each outstanding Class A Share shall be convertible into one (1) Class B Share at the option of each holder of Class A Shares during

4 - Schedule "A"

the Conversion Period. The conversion right may be exercised by notice in writing given to the Transfer Agent prior to the Expiry Date accompanied by the share certificate or certificates representing the Class A Shares which the holder desires to convert, together with any letter of transmittal or other documentation required by the Transfer Agent or pursuant to the Exclusionary Offer, in either case in duly executed or completed form, and such notice shall be executed by such holder, or by his attorney duly authorized in writing, and shall specify the number of Class A Shares which the holder desires to have converted. The Corporation shall pay any governmental stamp, transfer or similar tax (but for greater certainty, no income or capital gains tax) imposed on or in respect of such conversion. If less than all of the Class A Share represented by any share certificate are to be converted, the holder shall be entitled to receive a new share certificate representing in the aggregate the number of Class A Shares represented by the original share certificate which are not to be converted. Upon any conversion of any shares of any class into shares of another class, the Corporation shall adjust the capital accounts maintained for the respective classes of shares as provided in the Delaware General Corporation Law;

(iii) an election by a holder of Class A Shares to exercise the conversion right provided for in subparagraph (ii) shall be deemed to also constitute irrevocable elections by such holder (a) to deposit the Converted Shares pursuant to the Exclusionary Offer (subject to such holder's right to subsequently withdraw the shares from the offer), and (b) to exercise the right to convert back into Class A Shares all Converted Shares (on a 1:1 basis) in respect of which such holder exercises his right of withdrawal from the Exclusionary Offer or which are not otherwise ultimately taken up under the Exclusionary Offer. Any conversion of Converted Shares back into Class A Shares in respect of which the holder exercises his right of withdrawal from the Exclusionary Offer shall become effective at the time such right of withdrawal is exercised. If the right of withdrawal is not exercised, any conversion of Converted Shares back into Class A Shares pursuant to a deemed election shall become effective:

(A) for Converted Shares not taken up in accordance with the terms of an Exclusionary Offer which is nonetheless completed, on the day that the Offeror has taken up and paid for all shares to be acquired by the Offeror under the Exclusionary Offer; and

(B) in respect of an Exclusionary Offer which is abandoned or withdrawn, at the time at which the Exclusionary Offer is abandoned or withdrawn;

(iv) no share certificates representing Converted Shares shall be delivered to the stockholders of such shares before such shares are deposited pursuant to the Exclusionary Offer. The Transfer Agent, on behalf of the stockholders of the Converted Shares, shall deposit pursuant to the Exclusionary Offer the certificates representing all Class A Shares for which the certificates, notices and other documents have been duly delivered to the Transfer Agent pursuant to subparagraph (ii) and shall advise the Offeror of the extent that such certificates so deposited represent Class B Shares of the Corporation. Upon completion of the Exclusionary Offer, the Transfer Agent shall deliver to the stockholders of the shares purchased pursuant

5 - Schedule "A"

to the Exclusionary Offer all consideration paid by the Offeror pursuant to the Exclusionary Offer. If Converted Shares are converted back into Class A Shares pursuant to subparagraph (iii), the Transfer Agent shall deliver to the stockholders entitled thereto share certificates representing the Class A Shares resulting from the conversion. Provided however that if no Class A Shares of a shareholder were acquired by the Offeror pursuant to the Exclusionary Offer, the Transfer Agent shall return the original share certificate (if not duly endorsed for transfer to a named transferee) evidencing such Class A Shares tendered pursuant to subparagraph (ii) in satisfaction of its obligations under this subparagraph (iv). The Corporation shall make all arrangements with the Transfer Agent necessary or desirable to give effect to this subparagraph (iv);

(v) as soon as reasonably possible after the seventh day after the Offer Date, the Corporation shall send to each holder of Class A Shares a written notice advising the stockholders as to whether they are entitled to convert their Class A Shares into Class B Shares and the reasons therefor. If such notice discloses that they are not so entitled, but it is subsequently determined that they are so entitled by virtue of subparagraph (vi) or otherwise, the Corporation shall forthwith send another notice to them advising them of that fact and the reasons therefor;

(vi) if a notice referred to in subparagraph (v) discloses that the conversion right set forth in Section 4.1(1)(g)(ii) has come into effect, the notice shall:

(A) include a description of the procedure to be followed to effect the conversion and to have the Converted Shares tendered under the Exclusionary Offer;

(B) include the information set out in subparagraph (iii) hereof; and

(C) be accompanied by a copy of the Exclusionary Offer and all other materials sent to any stockholders of Class B Shares in respect of such offer; and as soon as reasonably possible after any additional material, including any notice of variation, is sent to any stockholders of Class B Shares in respect of such offer, the Corporation shall send a copy of such additional materials to each holder of Class A Shares;

(ix) prior to or forthwith after sending any notice referred to in subparagraph (v), the Corporation shall cause a news release to be issued to a Canadian national news service, describing the contents of the notice; and

(x) references to share certificates shall include, as applicable, the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System), with appropriate changes.

6 – Schedule “A”

(f) Stock Split or Reverse Stock Split

No stock split or reverse stock split of the Class A Shares shall occur unless, simultaneously, the Class B Shares also undergo a stock split or reverse stock split or otherwise adjusted so as to maintain and preserve the relative rights of the stockholders of the shares of each of the said classes. Subject to Section 4.1(1)(g), the Class A Shares cannot be converted into any other class of shares.

Section 4.2 Class B Shares

(1) Authorized Shares. The Corporation is authorized to issue Five Hundred Million (500,000,000) Class B shares of its capital stock, $.00001 par value per share (the “Class B Shares” and each, a “Class B Share”). The number of authorized shares of may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the stockholders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, having attached thereto the special rights and restrictions as set forth below:

(a) Voting Rights.

(i) Subject to subsections 4.2(b) below, stockholders of Class B Shares shall be entitled to notice of and to attend at any meeting of the stockholders of the Corporation, except a meeting of which only stockholders of another particular class or series of shares of the Corporation shall have the right to vote. At each such meeting, stockholders of Class B Shares will be entitled to 20 votes in respect of each Class B Share held.

(ii) Except as otherwise provided in this Certificate of Incorporation or except as provided in the Delaware General Corporation Law, Class A Shares and Class B Shares are equal in all respects and shall vote together as if they were shares of a single class. In connection with any Change of Control Transaction requiring approval of the stockholders of Class A Shares and Class B Shares under the Delaware General Corporation Law, stockholders of Class A Share and Class B Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the stockholders of outstanding Class B Shares or their proxyholders in respect of a resolution approving such Change of Control Transaction, voting separately as a class at a meeting of the stockholders of that class called and held for such purpose.

(b) Commencement of Voting Rights of Class B Shares

7 – Schedule “A”

(i) Notwithstanding anything to the contrary contained in this amended Articles of Incorporation, the voting rights attached to the Class B Shares, as set forth in this Section 4.2(a) (the "Voting Rights"), shall not be enforceable, operative, or effective unless and until the occurrence of both of the following events (the "Sunrise Conditions"):

A. the Corporation successfully raises financing in the aggregate amount of not less than US$10,000,000; and
B. the shares of common stock of the Corporation are approved for listing on the NYSE American LLC or NASDAQ and commence trading on such exchange.

(ii) Upon satisfaction of the Sunrise Conditions, the Voting Rights shall automatically and without further action of the Corporation or its stockholders become fully effective with respect to all issued and outstanding Class B Shares.

(iii) Until the Sunrise Conditions are satisfied, the Class B Shares will rank pari passu with the Class A Shares in all respects, including Voting Rights so that each Class B Share will carry only one (1) vote per share on all matters upon which holders of shares are entitled to vote.

As long as any Class B Shares remain outstanding, the Corporation will not, without the consent of the stockholders of the Class B Shares by separate special resolution alter or amend this Certificate of Incorporation if the result would: (i) prejudice or interfere with any right or special right attached to the Class B Shares; or (ii) affect the rights or special rights of the stockholders of Class A Shares or Class B Shares on a per share basis as provided herein.

(d) Dividends.

Stockholders of Class B Shares shall be entitled to receive, as and when declared by the directors, dividends in cash or property of the Corporation. No dividend will be declared or paid on the Class A Shares unless the Corporation simultaneously declares or pays, as applicable, equivalent dividends (on a per share basis) on the Class B Shares. In the event of the payment of a dividend in the form of shares, stockholders of Class B Shares shall receive Class B Shares, unless otherwise determined by the Board of Directors of the Corporation.

(e) Liquidation, Dissolution or Winding-Up.

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or

8 - Schedule "A"

involuntary, or in the event of any other distribution of assets of the Corporation among its stockholders for the purpose of winding up its affairs, the stockholders of Class B Shares will, subject to the prior rights of the stockholders of any shares of the Corporation ranking in priority to the Class B Shares, be entitled to participate ratably along with all other stockholders of Class B Shares and Class A Share (on a per share basis).

(f) Rights to Subscribe; Pre-Emptive Rights.

The stockholders of Class B Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of shares, or bonds, debentures or other securities of the Corporation now or in the future.

(g) Conversion.

Stockholders of Class B Shares shall have conversion rights as follows (the "Conversion Rights"):

(i) Right to Convert.

Each Class B Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for such shares, into one fully paid and non-assessable Class A Share.

(ii) Automatic Conversion.

(A) Upon the first date that any Class B Share shall be held by a Person other than by a Permitted Holder by way of transfer, acquisition, purchase and sale agreement or otherwise, the Permitted Holder which held such Class B Share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights under subsection (f)(i) to convert such Class B Share into one fully paid and non-assessable Class A Share.

(B) A Class B Share that is converted into Class A Shares as provided for in subsections 4.1(f)(ii)(A) will automatically be cancelled.

(I) "Permitted Holders" means Mike Yao Zhou, any corporation that is directly controlled by Mike Yao Zhou and any corporation directly controlled by a corporation directly controlled by Mike Yao Zhou and organized under the laws of the British Virgin Islands; and

9 - Schedule "A"

(II) “Person” has the meaning assigned by the U.S. Securities Act of 1933 as, from time to time, amended, re-enacted or replaced and includes a Corporation or other body corporate wherever or however incorporated.

(iii) Mechanics of Conversion.

Before any holder of Class B Shares shall be entitled to convert Class B Shares into Class A Shares, the holder thereof shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for Class A Shares or the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the Corporation, and shall give written notice to the Corporation at its head office, of the election to convert the same (each, a "Conversion Notice") and the Class A Shares resulting therefrom shall be registered in the name of the registered holder of the Class B Shares converted or, subject to payment by the registered holder of any stock transfer or applicable taxes and compliance with any other reasonable requirements of the Corporation in respect of such transfer, in such name or names as such registered holder may direct in writing. Upon receipt of such notice and certificate or certificates and, as applicable, compliance with such other requirements, the Corporation shall (or shall cause its transfer agent to), at its expense, as soon as practicable thereafter, remove or cause the removal of such holder from the register of stockholders in respect of the Class B Shares for which the conversion right is being exercised, add the holder (or any person or persons in whose name or names such converting holder shall have directed the resulting Class A Shares to be registered) to the securities register of stockholders in respect of the resulting Class A Shares, cancel or cause the cancellation of the certificate or certificates representing such Class B Shares and issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates or the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the Corporation, representing the Class A Shares issued upon the conversion of such Class B Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Class B Shares to be converted, and the person or persons entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or stockholders of such Class A Shares as of such date. If less than all of the Class B Shares represented by any certificate are to be converted, the holder shall be entitled to receive a new certificate representing the Class B Shares represented by the original certificate which are not to be converted. A Class B Share that is converted into Class A Shares as provided for in this subsection 4.2 (f)(iii) will automatically be cancelled.

10 – Schedule “A”

(iv) Effect of Conversion.

All Class B Shares which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the time of conversion (the "Conversion Time"), except only the right of the stockholders thereof to receive Class A Shares in exchange therefor.

(h) Stock Split and Reverse Stock Split.

No stock split and reverse stock split of the Class B Shares shall occur unless, simultaneously, the Class A Shares are split or reverse split or otherwise adjusted so as to maintain and preserve the relative rights of the stockholders of the shares of each of the said classes. Subject to Section (f), the Class B Shares cannot be converted into any other class of shares.

(h) Transfer of Class B Shares.

Except in accordance with the terms of any coattail agreement dated the same date as the Class B Shares are first issued or as expressly provided herein, including upon conversion into Class A Shares, no Class B Share may be sold, transferred, assigned, pledged or otherwise disposed of without the written consent of the directors, and the directors are not required to give any reason for refusing to consent to any such sale, transfer or disposition.

(i) Share Superior to Class B Shares

The Corporation may take no action which would authorize or create shares of any class or series having preferences superior to or on a parity with the Class B Shares without the consent of the stockholders of a majority of the outstanding Class B Shares expressed by special separate resolution. At any meeting of stockholders of Class B Shares called to consider such a special separate resolution, each Class B Share will entitle the holder to one (1) vote and each fraction of a Class B Share shall entitle the holder to the corresponding fraction of one (1) vote.

(k) Notwithstanding anything to the contrary contained herein, all transfers of Class B Shares are subject to the terms of any coattail agreement entered into in respect thereof and to the other provisions of Article 4.

11 – Schedule “A”

Fourth: The foregoing amendment was duly adopted in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

Fifth: That this Certificate of Amendment to the Amended and Restate Certificate of Incorporation shall be effective as of 5:01 pm on the date of filing.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer this __, day of ______, 2025.

12 – Schedule “A”

SCHEDULE "B"

DIRECT COMMUNICATION SOLUTIONS, INC.
(the "Company")

AUDIT COMMITTEE CHARTER

DIRECT COMMUNICATION SOLUTIONS, INC.
(the “Company”)

AUDIT COMMITTEE CHARTER

Audit Committee Charter

The audit committee’s mandate and charter is as follows:

A. Purpose

B. Composition

The audit committee shall consist of at least three members of the Board of Directors, all of whom shall be “independent directors”, as that term is defined in NI 52-110, “Audit Committees”. The Board of Directors shall have appointed a Lead Audit Committee Member on an annual basis.
The Board of Directors, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the audit committee for the ensuing year. The Board of Directors at any time remove or replace any member of the audit committee and may fill any vacancy in the audit committee.
Each member of the audit committee shall be a member of the Board of Directors, in good standing, and the majority of the members of the audit committee shall be independent in order to serve on this committee.
At least one of the members of the audit committee shall be financially literate (i.e. able to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s consolidated financial statements).
Review the audit committee's charter annually, reassess the adequacy of this charter, and recommend any proposed changes to the Board of Directors. Consider changes that are necessary as a result of new laws or regulations.
The audit committee shall meet at least four times per year, and each time the Company proposes to issue a press release with its quarterly or annual earnings information. These meetings may be combined with regularly scheduled meetings, or more frequently as circumstances may require. The audit committee may ask members of the management or others to attend the meetings and provide pertinent information as necessary.
The secretary of the audit committee shall be designated from time to time from one of the members of the audit committee, or, failing that, shall be the corporate secretary, unless otherwise determined by the audit committee.

1 – Schedule “B”

The quorum for meeting shall be a majority of the members of the audit committee, present in person or by telephone or other telecommunication devise that permits all persons participating in the meeting to speak and to hear each other.

C. Core Responsibilities

I. The overall duties and responsibilities of the audit committee shall be as follows:

To assist the Board of Directors in the discharge of its responsibilities relating to accounting principles, reporting practices and internal controls and its approval of the Company’s annual and quarterly consolidated financial statements.
To ensure that management has designed, implemented and is maintaining an effective system of internal financial controls.
Report regularly to the Board of Directors on the fulfillment of its duties and responsibilities.

II. The duties and responsibilities of the audit committee as they relate to the independent auditors shall, in general, be to oversee the work of the independent auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the independent auditor regarding financial reporting. Specifically, these duties and responsibilities include the following:

Conduct executive sessions with the outside auditors, outside counsel, and anyone else as desired by the Board of Directors.
The audit committee shall be authorized to hire outside counsel or other consultants as necessary (this may take place any time during the year).
Approve any non-audit services provided by the independent auditors, including tax services. Review and evaluate the performance of the independent auditors and review with the Board of Directors any proposed discharge of the independent auditors.
Review with the management the policies and procedures with respect to officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditor.
Consider, with the management, the rationale for employing accounting firms rather than the principal independent auditors.
Inquire of the management and the independent auditors about significant risks or exposures facing the Company; assess the steps the Management has taken or proposes to take to minimize such risks to the Company; and periodically review compliance with such steps.
Review with the independent auditor, upon completion of their audit, the following:

(a) the audit scope and plan of the independent auditors;
(b) the coordination of the audit efforts to assure the completeness of coverage, reduction of redundant efforts, and the effective use of audit resources;
(c) content of the report to the audit committee;

2 - Schedule "B"

(d) adequacy of the Company's financial and auditing personnel;
(e) co-operation received from the Company's personnel during the audit;
(f) significant transactions outside the normal business of the Company;
(g) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems;
(h) any significant changes to their audit plan; and
(i) any serious difficulties or dispute with management encountered during the audit.

Inquire regarding the "quality of earnings" of the Company from a subjective as well as an objective standpoint.
Review with the independent auditors any related significant findings and recommendations of the independent auditors together with the Management's responses thereto.
Review with the management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structure, if any.
Review with the management, the independent auditors, the interim annual financial report before it is filed with the regulatory authorities.
Review with the independent auditor that performs an audit: (a) all critical accounting policies and practices used by the Company; and (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Management of the Company, the ramifications of each alternative and the treatment preferred by the Company.
Review all material written communications between the independent auditors and the management.
Review with the management and the independent auditors: (a) the Company's annual financial statements and related foot notes; (b) the independent auditors' audit of the financial statements and their report thereon: (c) the independent auditor's judgments about the quality, not just the acceptability of the Company's accounting principles as applied in its financial reporting: (d) any significant changes required in the independent auditors' audit plan; and (e) any serious difficulties or disputes with the Management encountered during the audit.
Periodically review the Company's code of conduct to ensure that it is adequate and up-to-date.
Review the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting or auditing matters that may be submitted by any party internal or external to the organization. Review any complaints that might have been received, current status, and resolution if one has been reached.
Review procedures for the confidential, anonymous submission by employees of the organization of concerns regarding questionable accounting or auditing matters. Review any submissions that have been received, the current status, and resolution if one has been reached.

3 - Schedule "B"

The audit committee will perform such other functions as assigned by law, the Company's articles, or the Board of Directors.
Review and approve hiring policies for employees or former employees of the past and present independent auditors.

III. The duties and responsibilities of the audit committee as they relate to the internal control procedures are to:

Review and approve the internal control assessment plan.
Review any significant findings and recommendations, and management’s response thereto.
Review the appropriateness and effectiveness of the policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management.
Review any unresolved issues between management and the independent auditors that could affect the financial reporting or internal controls.
Review all material written communications between the independent auditors and management.
Periodically review the financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the independent auditors have been implemented.

IV. The audit committee is also charged with the responsibility to:

Review the quarterly financial statements and associated management’s discussion and analysis and earnings release and recommend approval to the Board of Directors with respect thereto.
Review and approve the financial sections of (a) the annual report to shareholders; (b) the annual information form; (c) prospectuses and other offering documents; and (d) other public reports requiring approval by the Board of the Directors and report to the Board of Directors with respect thereto.
Review regulatory filings and decisions as they relate to the consolidated financial statements.
Review the appropriateness of the policies and procedures used in the preparation of the consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies.
Review and report on the integrity of the consolidated financial statements.
Review the minutes of any audit committee meetings of subsidiary companies.
Review with management, the independent auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material

4 – Schedule “B”

effect upon the financial position or operating results and the manner in which such matters have been disclosed in the consolidated financial statements.

Review the compliance with regulatory and statutory requirements as they relate to consolidated financial statements, tax matters and disclosure of materials facts.
Review with management the policies and procedures with respect to officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditors.
Receive a report annually from management of all accounting firms employed, other than the principal independent auditors, with such report to include the nature of the services performed and the fees charged.
Develop a calendar of activities to be undertaken by the audit committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Committee following each annual general meeting of shareholders.
Establish and periodically review procedures for: (a) the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

D. Responsibilities of the Lead Audit Committee Member:

The fundamental responsibility of the Lead Audit Committee Member is to be responsible for the management and effective performance of the audit committee and provide leadership to the audit committee in fulfilling its core responsibilities and any other matters delegated to it by the Board of Directors. To that end, the Lead Audit Committee Member’s responsibilities shall include:

Working with the Board of Directors to establish the frequency of the audit committee meetings.
Provide leadership to the audit committee and presiding over the audit committee meetings.
Facilitating the flow of information to and from the audit committee and fostering an environment in which audit committee members may ask questions and express their viewpoints.
Reporting to the Board of Directors with respect to the significant activities of the audit committee and any recommendation of the audit committee.
Leading the audit committee in annually reviewing and assessing the adequacy of its terms of reference and evaluating its effectiveness in fulfilling its terms of reference.
Taking such other steps as are reasonably required to ensure that the audit committee carries out its core responsibilities.

E. Authority

The audit committee shall have access to such officers and employees and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

5 – Schedule “B”

The independent auditors shall have a direct line of communication to the audit committee through its Lead Audit Committee Member and may bypass management if deemed necessary. The audit committee, through its Lead Audit Committee Member, may contact directly any of the Company’s employee as it deems necessary, and any employee may bring before the audit committee any matter involving questionable, illegal or improper financial practices or transactions.
The audit committee shall have authority to engage independent counsel, consultants and other advisors at the expense of the Company, as it determines to be necessary or advisable to carry out its duties and responsibilities, including setting and authorizing the payment of the compensation for any advisors employed by the audit committee, and to communicate directly with the internal and independent auditors.

F. Accountability

The Lead Audit Committee Member has the responsibility to make periodic reports to the Board of Directors, as requested, on financial reporting and internal financial control matters relative to the Company.
The audit committee shall report its discussions to the Board of Directors by maintaining its meetings and providing an oral report at the next Board of Directors’ meeting.

G. Meetings

Meetings of the audit committee shall be conducted as follows:

The audit committee shall meet at least four times annually at such times and at such locations as may be requested by the Lead Audit Committee Member of the audit committee. The independent auditors or any member of the audit committee may request a meeting of the audit committee.
Notice of the time and place of every meeting of the audit committee shall be given in writing to each member of the audit committee a reasonable time before the meeting.
The external auditors shall receive notice of and have the right to attend all meetings of the audit committee.
Agendas for meetings of the audit committee shall be developed by the Lead Audit Committee Member of the audit committee in consultation with management, and should be circulated to audit committee members one week prior to audit committee meetings.
The following management representatives shall be invited to attend all meetings, except executive sessions and private sessions with the independent auditors: (a) Chief Executive Officer; (b) Chief Operating Officer; and (c) Chief Financial Officer.
Other management representatives shall be invited to attend as necessary.
A member of the audit committee may be designated as the liaison member to report on the deliberations of the audit committee to the Board.
All meetings shall include an in-camera session of independent directors without management present.

6 – Schedule “B”

The audit committee is currently comprised of independent directors. Please see the biographies provided in the "Directors and Executive Officers" section for their relevant education and business experience.

The Company does not restrict the number of other audit committees on which members of our audit committee may serve.

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a "venture issuer", is not required to comply with Parts 3 (Composition of the Audit Committee) and Parts 5 (Reporting Obligations) of NI 52-110.

7 – Schedule “B”

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Direct Communication Solutions, Inc. — Proxy Solicitation & Information Statement 2025

47496_rns_2025-11-14_ac9a9979-9bde-4691-954d-82651d41f9bb.pdf

MANAGEMENT INFORMATION CIRCULAR

SECTION 1 - INTRODUCTION

DATE AND CURRENCY

NOTICE-AND-ACCESS

SECTION 2 – PROXIES AND VOTING RIGHTS

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment of Proxyholders

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

Registered Shareholders

Beneficial Shareholders

Revocation of Proxies

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

SECTION 3 VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

VOTING OF SHARES OF COMMON STOCK

PRINCIPAL HOLDERS OF SHARES

Notes:

QUORUM

SECTION 4 - THE BUSINESS OF THE MEETING

1. FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Number of Directors

Nominees for Election

NOTES:

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

3. APPOINTMENT OF AUDITORS

4. THE RESTRUCTURING

5. LISTING ON A SENIOR US STOCK EXCHANGE

OTHER BUSINESS

SECTION 5 – EXECUTIVE COMPENSATION

GENERAL

DIRECTOR AND NEO COMPENSATION

Director and NEO compensation, excluding options and compensation securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plan and other Incentive Plans

Equity Incentive Plans.

Termination and Change in Control Benefits

Termination of Employment

Pension disclosure

Securities Authorized For Issuance Under Equity Compensation Plans

SECTION 6 - AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

COMPOSITION OF AUDIT COMMITTEE

RELEVANT EDUCATION AND EXPERIENCE

William Espley

Mike Yao Zhou

Shujie Zhong

AUDIT COMMITTEE OVERSIGHT

RELIANCE ON CERTAIN EXEMPTIONS

PRE-APPROVAL POLICIES AND PROCEDURES FOR NON-AUDIT SERVICES

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

MANAGEMENT CONTRACTS

SECTION 7 - CORPORATE GOVERNANCE

GENERAL

Committees of the Board

Audit Committee Charter

Audit Committee Oversight

Reliance on Certain Exemptions

Board Mandate

DIRECTORSHIPS IN OTHER PUBLIC COMPANIES

NOTES:

ORIENTATION AND CONTINUING EDUCATION

ETHICAL BUSINESS CONDUCT

NOMINATION OF DIRECTORS

COMPENSATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

OTHER BOARD COMMITTEES

COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 7 - OTHER INFORMATION

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

MANAGEMENT CONTRACTS

ADDITIONAL INFORMATION

DIRECTOR APPROVAL

SCHEDULE “A”

Proposed Amendment of Articles of Incorporation

CERTIFICATE OF AMENDMENT

ARTICLE 4

Direct Communication Solutions, Inc. Proxy Solicitation & Information Statement 2025