DXStorm.Com Inc. — AGM Information 2023

Dec 18, 2023

DXSTORM.COM INC.

NOTICE

OF

ANNUAL

MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION

CIRCULAR

To Be Held :

January 10, 2024 10:00 A.M.

Board Room 2[nd] Floor 2466 Beryl Road Oakville, Ontario

DXSTORM.COM INC.

824 Winston Churchill Blvd, Oakville ON L6J 7X2 Tel: (905) 842-8262

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of DXStorm.com Inc. (“Company”) will be held at 2466 Beryl Road, Oakville, Ontario, on Wednesday, the 10[th] day of January, 2024 at 10:00 a.m. (Toronto time) for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company for the fiscal year ended June 30, 2023, together with the report of the auditors thereon;

2. To elect directors;

3. To appoint auditors and authorize the directors to fix their remuneration;

4. To transact such further or other business as may properly come before the meeting or any adjournment thereof.

Shareholders of record at the close of business on December 4, 2023 are entitled to notice of, to attend and vote at the meeting either in person or by proxy.

Specific details of the above items of business are contained in the information circular of management which accompanies this notice of meeting and, together with management’s form of proxy, which also accompanies this notice of meeting, form a part hereof and must be read in conjunction with this notice of meeting. The enclosed form of proxy appoints nominees of management as proxyholder and you may amend the form of proxy, if you wish, by inserting in the space provided the name of the person you wish to represent you as proxyholder at the meeting.

If you are a non-registered holder of shares and receive these materials through your broker or another intermediary, please complete and return the form of proxy in accordance with instructions provided to you by your broker or such other intermediary.

DATED at Oakville, Ontario as of the 4[th] day of December, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

( Signed) “Zoran Popovic Zoran Popovic, President & CEO

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If you are unable to be present at the meeting, PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY to: Computershare Investor Services Inc., 510 Burrard St, 3[rd] Floor, Vancouver, BC V6C 3B9 not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the meeting or any adjournment or postponement thereof.

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DXSTORM.COM INC.

824 Winston Churchill Blvd, Oakville ON L6J 7X2 Tel: (905) 842-8262

INFORMATION CIRCULAR

(Containing information as at December 4, 2023 except as otherwise indicated)

SOLICITATION OF PROXIES

This information circular is furnished in connection with the solicitation of proxies by the management of DXStorm.com Inc. (the “Company”) for use at the Annual Meeting of Shareholders of the Company (the “Meeting”) and any all adjournments thereof to be held on Wednesday, January 10, 2024 at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone, email, fax or other means of telecommunications by the directors, officers and employees of the Company at nominal cost. All cost of solicitation will be borne by the Company.

The contents and the sending of this Information Circular have been approved by the directors of the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named as proxy holder in the accompanying form of proxy were designated by the management of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STROKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by Computershare Investor Services Inc not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the meeting or any adjournment thereof.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting. Please contact your broker if you have questions.

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Company, 824 Winston Churchill Blvd, Oakville ON L6J 7X2 at any time up to and including the last business day preceding the day of the meeting, or if adjourned, any reconvening thereof, or to the Chairman of the meeting on the day of the meeting or, if

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adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF PROXIES

SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY WILL, ON ANY POLL WHERE A CHOICE WITH RESPECT TO ANY MATTER TO BE ACTED UPON HAS BEEN SPECIFIED IN THE FORM OF PROXY, BE VOTED IN ACCORDANCE WITH THE SPECIFICATION MADE.

SUCH SHARES WILL, ON A POLL, BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxy there under to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the meeting or any further or other business is properly brought before the meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the meeting.

NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxy holders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant.

These security-holder materials are being sent to both registered shareholders and NonRegistered Holders. If you are a Non-Registered Holder, and the Company or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

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Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as “NOBOs”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as “OBOs”.

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has elected to send the Notice of Meeting, this Circular and the Proxy (collectively, the “Meeting Materials”) directly to the NOBOs, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

By choosing to send these materials to the NOBOs directly, the Company (and not the Intermediary holding on their behalf) has assumed responsibility for (i) delivering these materials to the NOBOs, and (ii) executing their proper voting instructions.

The Meeting Materials sent to Non-Registered Holders who have not waived the right to receive meeting materials are accompanied by a request for voting instructions (a “VIF”). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a NonRegistered Holder is able to instruct the registered shareholder how to vote on behalf of the NonRegistered Holder. VIFs, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his or her behalf, the NonRegistered Holder may request a legal proxy as set forth in the VIF, which will grant the NonRegistered Holder, or his or her nominee, the right to attend and vote at the Meeting.

Please return your voting instructions as specified in the VIF. Non-Registered Holders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at December 4, 2023, the Company had 23,586,650 common shares issued and outstanding.

Only shareholders of record at the close of business on December 4, 2023 (the "Record Date") who either personally attend the meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their shares voted at the meeting.

Each shareholder is entitled to one vote for each common share registered in his/her/its name on the list of shareholders. To the knowledge of the directors and senior officers of the Company, the only person, or corporations that beneficially owned, directly or indirectly, or exercised

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control or direction over Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company as at the Record Date are:

Shareholder Name	Type of Ownership	Number of Shares Held	Percentage of Issued Shares
Zoran Popovic	Direct and Indirect	15,358,255	65%

Notes: The above information was supplied to the Company by the shareholders and from the insider reports available at www.sedi.com.

ELECTION OF DIRECTORS

The articles of the Company currently provide for a board of directors consisting of not less than 3 and not more than 20 directors, to be elected annually. The board of directors of the Company presently consists of Five (5) directors. Management of the Company proposes to nominate the persons named in the following table for election as Directors of the Company. The term of each of the current directors of the Company will expire at the Meeting and each Director elected will hold office until the next Annual General Meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a Director. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees set out below. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets forth information with respect to each person proposed to be nominated for election as a director including the approximate number of voting shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by such person as at December 4, 2023.

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NAME AND POSITION WITH THE CORPORATION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT	YEAR BECAME DIRECTOR	NUMBER OF VOTING SHARES BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, OR OVER WHICH CONTROL OR DIRECTION IS EXERCISED(1)
Zoran Popovic President, CEO, Director	President and CEO of Desi Enterprises Inc.	2001	15,358,255
Steven Smashnuk(1) Director	CFO of DXStorm.com Inc.	2015	Nil
John Ryan(1) Director	President of Nichange Enterprises Ltd.	2016	227,000
Douglas Jovanovic(1) Director	Attorney and Counselor DOUGLAS JOVANOVIC, J.D.LL.M.	2016	505,951
John JC. Kim Director		2022	1,428,571

(1) Member of Audit Committee.

Corporate Cease Trade Orders or Bankruptcies

No director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a Director or executive officer of any company, including the Company, that while that person was acting in that capacity:

• (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

• (b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

• (c) 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;

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Individual Bankruptcies

No director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

Unless such authority is withheld, the persons named in the accompanying form of proxy intend to vote FOR the election of the director nominees whose names are set forth herein. Management does not contemplate that any of these nominees will be unable to serve as a director. If, prior to the Meeting, any of the nominees are unable or decline to so serve, the persons named in the accompanying form of proxy will vote for another nominee if presented, or reduce the number of directors accordingly, in their discretion.

The directors of the Company recommend that the shareholders vote FOR the election of the director nominees whose names are set forth herein.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

National Instrument 51-102 – Continuous Disclosure Obligations requires the Corporation to disclose its executive compensation by providing in the Circular the disclosure required by Form 51-102F6. The disclosure of executive compensation below is being made in accordance with Form 51-102F6.

Named Executive Officers

For the purposes of this Information Circular, a Named Executive Officer (“NEO”) of the Company means each of the following individuals:

• (a) a chief executive officer (“CEO”) of the Company;

• (b) a chief financial officer (“CFO”) of the Company;

• (c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year; and

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

The Company currently has two NEOs: Zoran Popovic, President, Chief Executive Officer; Steven Smashnuk, Chief Financial Officer.

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Compensation Discussion and Analysis

The Compensation Committee of the Company’s Board is responsible for ensuring that the Company has in place an appropriate plan for executive compensation and for making recommendations to the board with respect to the compensation of the Company’s executive officers. The Compensation Committee ensures that total compensation paid to all NEOs is fair and reasonable and is consistent with the Company’s compensation philosophy.

Compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success. The Company’s compensation philosophy is to foster entrepreneurship at all levels of the organization through, among other things, the granting of stock options, and a significant component of executive compensation. This approach is based on the assumption that the performance of the Common Share price over the long term is an important indicator of long term performance.

The Company’s compensation philosophy is based on the following fundamental principles:

1 . Compensation programs align with shareholder interests – the Company aligns the goals of executives with maximizing long term shareholder value;

1. Performance sensitive – compensation for executive officers should be linked to operating and market performance of the Company and fluctuate with the performance; and

2. Offer market competitive compensation to attract and retain talent – the compensation program should provide market competitive pay in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest caliber.

The objectives of the compensation program in compensating NEO’s were developed based on the above-mentioned compensation philosophy and are as follows:

• to attract and retain highly qualified executive officers;

• to align the interests of executive officers with shareholders’ interests and with the execution of the Company business strategy;

• to evaluate executive performance on the basis of key measurements that correlate to longterm shareholder value; and

• to tie compensation directly to those measurements and rewards based on achieving and exceeding predetermined objectives.

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Competitive Compensation

Aggregate compensation for each NEO is designed to be competitive. The Compensation Committee reviews compensation practices of similarly situated companies in determining compensation policy. Although the Compensation Committee reviews each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the NEO’s role within the Company, it is primarily focused on remaining competitive in the market with respect to total compensation.

The Compensation Committee reviews data related to compensation levels and programs of various companies that are similar in size to the Company and operate within the similar business, prior to making its decisions. These companies are used as the Company’s primary peer group because they have similar business characteristics or because they compete with the Company for employees and investors. The Compensation Committee also relies on the experience of its members as officers and/or directors at other companies in similar lines of business as the Company in assessing compensation levels. These other companies are identified under the heading “Statement of Corporate Governance Practices – Directorships”.

The purpose of this process is to:

• understand the competitiveness of current pay levels for each executive position relative to companies with similar revenues and business characteristics;

• identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and

• establish as a basis for developing salary adjustments and short-term and long-term incentive awards for the Compensation Committee’s approval.

Aligning the Interests of the NEOs with the Interests of the Company’s Shareholders

The Company believes that transparent, objective and easily verified corporate goals, combined with individual performance goals, play an important role in creating and maintaining an effective compensation strategy for the NEOs. The Company’s objective is to establish benchmarks and targets for its NEOs which, if achieved, will enhance shareholder value.

A combination of fixed and variable compensation is used to motivate executives to achieve overall corporate goals. For the 2023 financial year, the two basic components of executive officer compensation program were:

• fixed salary;

• annual incentives (cash bonus);

Fixed salary comprises a portion of the total cash-based compensation; however, annual incentives represent compensation that is “at risk” and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his or her applicable performance targets; and (ii) market performance of the Company’s

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Common Shares. To date, no specific formulae have been developed to assign a specific weighting to each of these components. Instead, the board considers each performance target and the Company’s performance and assigns compensation based on this assessment and the recommendations of the Compensation Committee.

Base Salary

The Company does not pay a base salary.

Annual Incentives

The Company does not award annual incentives.

Long Term Compensation

The Company currently has no long-term incentive plans.

Compensation Summary

The table below sets forth information concerning the compensation paid, awarded or earned by each of the NEOs for services rendered in all capacities to the Company during the fiscal year ended June 30, 2023. In light of significant changes to the requirements, content and format for executive compensation disclosure, the Company has reported compensation in the table below for fiscal years ended June 30, 2023, 2022 and 2021, in accordance with these requirements. Disclosure of the compensation for prior years, in accordance with applicable requirements, can be found on SEDAR at www.sedar.com.

Name of NEO and Principal Position	Year	Salary ($)	Share- Based Awards(1) ($)	Option- Based Awards(1) ($)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans	Long- Term Incentive Plans(2)
Zoran Popovic, President & CEO	2023 2022 2021	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Steven Smashnuk CFO	2023 2022 2021	Ni Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

Notes:

(1) The fair value of share and option-based awards is calculated as at the date of grant using the Black-Scholes Option Pricing Model. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management’s opinion, existing models do not necessarily provide a reliable measure of the fair value of the Company’s share and option-based awards.

• (2) “LTIP” or “long term incentive plan” means any plan that provides compensation intended to motivate performance to occur over a period greater than one fiscal year, but does not include share or option-based awards.

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Pension Plan

The Company does not maintain a pension plan for its employees, officers or directors.

Aggregate Indebtedness

As of the date hereof and during the fiscal year ended June 30, 2023, there was no indebtedness owing to the Company in connection with the purchase of securities or other indebtedness by any current or former executive officers, directors, employees of the Company.

Indebtedness of Directors and Officers

At no time during the fiscal year ended June 30, 2023, or at any time since June 30, 2023 to the date hereof, was a director, executive officer or senior officer of the Company, each proposed nominee for election as a director, and each associate of any such director, officer or proposed nominee indebted to the Company or any subsidiary or whose indebtedness to another entity is, or at any time during the fiscal year ended June 30, 2023, or at any time since June 30, 2023 to the date hereof, been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary.

Indebtedness of Former Directors and Senior Officers

No director or senior officer or any associate or affiliate or any such director or senior officer is, or at any time since the beginning of the last completed financial year of the Company has been, indebted to the Company other than routine indebtedness and as disclosed below.

As a condition of closing of the reverse takeover transaction that the Company completed in June 2000, it was necessary for two former directors of the Company to acquire 1,000,000 shares from certain original directors of the Company at a price of $0.25 per share for a total consideration of $250,000. The shares are required to be held in escrow, to be released in installments in 2001, 2002, 2003, 2004, 2005, and 2006. Temporary third party funding of this transaction matured in October 2000. The Company has provided a replacement loan of $257,000 to the two former directors and has taken direction over the 1,000,000 shares as security. The loan is non-interest bearing and repayable on demand. The two former directors have unconditionally agreed that 75% of any proceeds and gains or losses on eventual disposition will benefit or be borne by the Company. These loans have been reported in the financial statements as a reduction of share capital.

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Table of Indebtedness of Former Directors, Executive Officers and Senior Officers

Name and Principal Position	Involvement of Corporation or _Subsidiar_y	Largest Amount Outstanding During Year Ended June 30, 2006
Gregory Lowes, Former Vice President and Director	Loan from Company	$128,500
Michael Morton, Former Vice President and Director	Loan from Company	$128,500

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Company or a subsidiary of the Company at any time during the Company’s last financial year, the proposed nominees for election to the board of directors of the Company, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor any associate or affiliate of any such person, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction, which has materially affected or would materially affect the Company.

MANAGEMENT CONTRACTS

No management functions of the Company are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

APPOINTMENT OF AUDITORS

Management of the Company proposes to nominate MS Partners LLP Chartered Professional Accountants, for appointment as auditors of the Company to hold office until the next Annual General Meeting of the shareholders at remuneration to be fixed by the directors. MS Partners LLP Chartered Professional Accountants have been with the Company’s auditors since 2022.

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Unless such authority is withheld, the persons named in the accompanying form of proxy intend to vote FOR the appointment of MS Partners LLP, Chartered Professional Accountants, as auditors of the Company, to hold office until the next annual general meeting of the Company, at a remuneration to be fixed by the Board.

The directors of the Company recommend that the shareholders vote FOR the appointment of MS Partners LLP.

AUDIT COMMITTEE

The Audit Committee reviews the annual and quarterly financial statements of the Company, oversees the annual audit process, the Company’s internal accounting controls, the resolution of issues identified by the Company’s auditors and recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders at the next annual general meeting. In addition, the Audit Committee meets annually with the external auditors of the Company.

Composition of Audit Committee

The Company is required to have an Audit Committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or of an affiliate of the Company. The Company’s current Audit Committee consists of John Ryan, Douglas Jovanovic and Steven Smashnuk, John Ryan and Douglas Jovanovic are independent. Multilateral Instrument 52-110 Audit Committees , (“MI 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 Company’s board of directors, reasonably interfere with the exercise of the member’s independent judgment.

Financial Literacy

MI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

All of the directors of the Company are financially literate as that term is defined.

Audit Committee Charter

The text of the Audit Committee’s Charter is attached as Schedule “A” to this Information Circular.

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Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board of Directors of the Company.

Reliance on Certain Exemptions

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

• (a) the exemption in section 2.4 ( De Minimis Non-audit Services) of MI 52-110; nor

• (b) an exemption from MI 52-110, in whole or in part, granted under Exemptions.

Pre-Approval Policies and Procedures

The Board of Directors has adopted a pre-approval policy requiring that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services do not impair the auditor’s independence.

Audit Fees

The following table sets forth the fees paid by the Company to MS Partners LLP, Chartered Professional Accountants for services rendered in the last two fiscal years:

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
June 30, 2022	16,500	NIL	1,500	NIL
June 30, 2023	13,500	NIL	1,500	NIL

Notes:

(1) Fees necessary to perform the annual audit of the Company’s financial statements.

(2) Includes 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) Includes fees for all tax services other than those included in “Audit Fees” and “AuditRelated Fees”.

• (4) Fees for non-audit services.

Exemption

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The Company is a “venture issuer” as defined in MI 52-110 and is relying on the exemption in section 6.1 of MI 52-110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE

Disclosure of the Company’s corporate governance practices within the context of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) is attached as Schedule “B” to this information circular.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Financial information is provided in the Company’s audited consolidated financial statements and MD&A for its year ended June 30, 2023. Shareholders may contact the Company at 824 Winston Churchill Blvd, Oakville ON, L6J 7X2 or by telephone at (905) 842-8262 to request copies of the Company’s consolidated financial statements and MD&A including audited consolidated financial statements for the years ended June 30, 2023 and June 30, 2022.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

DATED at Oakville, Ontario, this 4[th] day of December, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Zoran Popovic” President, Chief Executive Officer and a Director

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SCHEDULE “A” DXSTORM.COM INC. AUDIT COMMITTEE DISCLOSURE (FORM 52-110F2)

ITEM 1: AUDIT COMMITTEE CHARTER

Mandate

The primary function of the audit committee (the “Committee”) of DXStorm.com Inc. (the “Company”) is to assist the Company’s board of directors (the “Board”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s system of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

• serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s consolidated financial statements;

• review and appraise the performance of the Company’s external auditors (the “Auditor”); and

• provide an open avenue of communication among the Company’s Auditor, management and the Board.

Composition, Procedures and Organization

The Committee shall consist of at least three members. Each member must be a director of the Company. A majority of the members of the Committee shall not be officers or employees of the Company or of an affiliate of the Company. At least one (1) member of the Committee shall be financially literate. All members of the Committee who are not financially literate will work towards becoming financially literate to obtain working familiarity with basic finance and accounting practices. For the purposes of this Charter, the term “financially literate” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be appointed by the Board at its first meeting following the shareholders’ meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership. The Chair shall be financially literate.

The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

Meetings of the Committee

Meetings of the Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly. Unless all members are present and waive notice or those absent waive notice before or after a meeting, the Chairman will give the Committee members

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24 hours’ advance notice of each meeting and the matters to be discussed at such meeting. Notice may be given personally, by telephone, by facsimile or e-mail.

The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company’s annual consolidated financial statements and, if the Committee determines it to be necessary or appropriate, at any other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company.

At each meeting of the Committee, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company. A member may participate in a meeting of the Committee in person or by telephone if all members participating in the meeting, whether in person or by telephone or other communications medium other than telephone are able to communicate with each other and if all members who wish to participate in the meeting agree to such participation.

The Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee or any of these groups believes would be appropriate to discuss privately. In addition, the Committee should meet with the Auditor and management quarterly to review the Company’s consolidated financial statements.

The Committee may invite to its meeting any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

(a) Review the Company’s consolidated financial statements, including any certification, report, opinion, or review rendered by the Auditor, Management Discussion and Analysis and any annual and interim earnings press releases before the Company publicly discloses such information.

(b) Review and satisfy itself that adequate procedures are in place and review the Company’s public disclosure of financial information extracted or derived from its consolidated financial statements, other than disclosure described in the previous paragraph, and periodically assess the adequacy of those procedures.

(c) Be directly responsible for overseeing the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) engaged for the purpose of preparing or issuing an audit report or performing other audit review services for the Company.

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(d) Require the Auditor to report directly to the Committee.

(e) Review annually the performance of the Auditor who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.

(f) Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor.

(g) Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor.

(h) Recommend to the Board the external auditor to be nominated at the annual meeting for appointment of the Auditor for the ensuing year and the compensation for the Auditors, or, if applicable, the replacement of the Auditor.

(i) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditors of the Company.

(j) Review with management and the Auditor the audit plan for the annual consolidated financial statements.

(k) Review and pre-approve all audit and audit-related services and fees and other compensation related thereto, and any non-audit services provided by the Auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:

• (i) the aggregate amount of all such non-audit services that were not pre-approved is reasonably expected to constitute not more than 5% of the total amount of fees paid by the Company and is subsidiary entities to the Auditor during the fiscal year in which the non-audit services are provided;

• (ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

• (iii)such services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.

The Committee may delegate to one or more independent members of the Committee the authority to pre-approve non-audit services in satisfaction of the pre-approval requirement set forth in this section provided the pre-approval of non-audit services by any member to whom such authority has been delegated must be presented to the Committee at its first scheduled meeting following such pre-approval.

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(l) In consultation with the Auditor, review with management the integrity of the Company’s financial reporting process, both internal and external.

(m) Consider the Auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

(n) Consider and approve, if appropriate, changes to the Company’s auditing accounting principles and practices as suggested by the Auditor and management.

(o) Review significant judgments made by management in the preparation of the consolidated financial statements and the view of the Auditor as to the appropriateness of such judgments.

(p) Following completion of the annual audit, review separately with management and the Auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of the work or access to required information.

(q) Review any significant disagreement among management and the Auditor in connection with the preparation of the financial statements.

(r) Review with the Auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(s) Discuss with the Auditor the Auditor’s perception of the Company’s financial and accounting personnel, any material recommendations which the Auditor may have, the level of co-operation which the Auditor received during the course of their review and the adequacy of their access to records, data or other requested information.

(t) Review any complaints or concerns about any questionable accounting, internal account controls or auditing matters.

(u) Establish procedures for:

• (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

• (ii) the confidential and anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

(v) Perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable regulatory authorities or legislation.

(w) Report regularly and on a timely basis to the Board on the matters coming before the Committee.

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(x) Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Authority

The Committee is authorized to:

• (a) to seek any information it requires from any employee of the Company in order to perform its duties;

• (b) to engage, at the Company’s expense, independent legal counsel or other professional advisors in any matter within the scope of the role and duties of the Committee under this charter;

• (c) to set and pay compensation for any advisors engaged by the Committee; and

• (d) to communicate directly with the internal and external auditors of the Company.

This Charter supersedes and replaces all prior charters and other terms of reference pertaining to the Committee.

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

At the present date, the members of the audit committee are John Ryan, Douglas Jovanovic and Steven Smashnuk. John Ryan and Douglas Jovanovic are considered “independent” and they are all considered “financially literate”, as those terms are defined in Multilateral Instrument 52-110 (the “Instrument”) of the Canadian Securities Administrators.

ITEM 3: AUDIT COMMITTEE OVERSIGHT

At no time since the incorporation of the Company’s was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Company’s Board.

ITEM 4: RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemptions contained in sections 2.4 or 8 of the Instrument. Section 2.4 provides an exemption from the requirement that an audit committee must preapprove all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. 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.

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ITEM 5: PRE-APPROVAL OF POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have not been formulated or adopted by the Committee. Subject to the requirements of the Instrument, the engagement of non-audit services shall be considered by the Company’s Board, and where applicable, by the Committee, on a case by case basis.

ITEM 6: EXTERNAL AUDITOR SERVICES FEES (BY CATEGORY)

The aggregate fees charged to the Company by the external auditor in the last two fiscal years are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
June 30, 2022	16,500	NIL	1,500	NIL
June 30, 2023	13,500	NIL	1,500	NIL

ITEM 7: EXEMPTION

In respect of the period since the Company’s incorporation, the Company is relying on the exemption set out in section 6.1 of the Instrument with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of the Instrument.

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SCHEDULE “B” DXSTORM.COM INC. CORPORATE GOVERNANCE DISCLOSURE

GENERAL

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. Regulator authorities have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board’s Responsibility

There is no specific written mandate of the Board of Directors of the Company, other than the corporate standard of care set out in the governing corporate legislation of the Company, i.e. the Board of Directors has overall responsibility for the management, or supervision of the management, of the business and affairs of the Company. The Board’s primary tasks are to establish the policies, courses of action and goals of the Company and to monitor Management’s strategies and performance for realizing them. All major acquisitions, dispositions, and investments, as well as financing and significant matters outside the ordinary course of the Company’s business are subject to approval by the full Board of Directors. The Board of Directors does not currently have in place programs for succession planning and training of directors and management. As the growth of the Company continues, the Board of Directors will consider implementing such programs. In order to carry out the foregoing responsibilities, the Board of Directors meets on a quarterly basis and as required by circumstances.

Composition of the Board

The Board is comprised of 5 directors as proposed in this Circular for election at the Meeting, of whom John Ryan, Douglas Jovanovic and John JC. Kim are independent for the purpose of NI 58-101. As a result of Zoran Popovic positions as President and Chief Executive Officer, Steven Smashnuk positions as Chief Financial Officer are not considered independent for the purposes of NI 58-101.

Directorships

The current directors of the Company who are presently directors of other reporting issuers in Canada or elsewhere:

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Name of Director	Other Reporting Issuer
Zoran Popovic
Steven Smashnuk
John Ryan	Stellar AfricaGold Inc. Nurcapital Corporation Ltd.
Douglas Jovanovic
John JC. Kim

Orientation and Continuing Education

New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are sometimes held at the Company’s facilities and are combined with tours and presentations by the Company’s management and employees to give the directors additional insight into the Company’s business. In addition, management of the Company makes itself available for discussion with all Board members.

Ethical Business Conduct

Ethical business behavior is of great importance to the Board and the management of the Company. As some of the directors of the Company also serve as directors and officers of other companies engaged in similar activities, the Board must comply with the conflict of interest provisions of the Business Corporations Act (Ontario), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Each director is required to declare the nature and extent of his interest and is not entitled to vote at meetings which involve such conflict.

Nomination of Directors

The Board of Directors considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, as the Company improves its financial position, the Company intends to move towards the creation of formal Compensation and Nominating Committee.

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Determination of Compensation of Directors and Officers

The Board’s mandate includes reviewing and approving appropriate practices for determining and establishing compensation for the directors and officers of the Company to ensure it reflects the responsibilities and risks of being a director of a public corporation. See “ Executive Compensation and Other Information ”.

Board Committees

The Board has developed a mandate for the audit committee and reviews such mandate annually. The mandate of the audit committee is described in this Circular under the heading “Audit Committee”. As the growth of the Company continues, the Board of Directors will review its corporate governance practices and implement a more comprehensive corporate governance practices, including the nomination of a corporate governance committee, when appropriate.

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

Concluding Statement

The Company has reviewed a number of the recommendations for improved corporate governance. As the Company continues to build on its financial position and prospects, the Board of Directors intends to implement further corporate governance policies and procedures, including the establishment of formal committees and formal codified policies.

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