ELIXXER LTD.
Royal Bank Plaza, South Tower
200 Bay Street – Suite 3240
Toronto, Ontario, M5J 2J1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of shareholders of Elixer Ltd. (the "Company") will be held on Tuesday, December 30, 2025, at the hour of 2:00 p.m. (Eastern Standard time), at 200 Bay St. Suite 3240, Toronto, ON M5J 2J1, for the following purposes:

to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2024, and the respective report of the auditors thereon;
to elect the directors of the Company;
to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
to consider and, if deemed advisable, pass, with or without variation, a special resolution to amend the articles of incorporation of the Company to change the name of the Company to such name as the directors of the Company, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Canada Business Corporations Act;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation of all of the issued and outstanding common shares of the Company on the basis of up to ninety (90) pre-consolidation common shares for one (1) post-consolidation common share;
to approve and confirm the stock option plan of the Company;
to consider and, if deemed advisable, to pass, with or without variation, a resolution authorizing the Company to issue common shares in the capital of the Company in settlement of indebtedness of the Company to certain creditors of the Company, as more particularly described in the accompanying management information circular;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution, substantially in the form of the resolution set out in the Circular, approving a voluntary de-listing of the Company's common shares from the TSX Venture Exchange; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The full text of the special resolution referred to in items 4 and 5 above is attached to this notice of the Meeting as Exhibit "A".

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company's transfer agent and registrar, Computershare Trust Company of Canada, at 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, Wednesday, December 24, 2025, at the hour of 2:00 p.m. (Eastern Standard time), or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

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

The board of directors of the Company has by resolution fixed the close of business on Thursday, November 20, 2025, as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

NOTICE-AND-ACCESS

Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of common shares of the Company (the "Non-Registered Holders") and for registered shareholders. The notice-and-access method of delivery of meeting materials allows the Company to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, registered shareholders will receive a form of proxy and the Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the notice of Meeting, the management information circular, the annual consolidated financial statements of the Company for the financial year ended year ended December 31, 2024 and related management's discussion and analysis and other meeting materials (collectively the "Meeting Materials"), shareholders receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Company will not be adopting stratification procedures in relation to the use of notice-and access provisions.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Company's profile at https://www.sedarplus.ca/home/ or on the website of the Company at https://elixxer.ca/annual-general-and-special-meeting/. The Meeting Materials will remain posted on the Company's website at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please contact Broadridge: (i) the automated line to request materials (for holders with a 16 digit control number) 1-877-907-7643 – this number should be used for the non-registered holders; or (ii) both manual fulfillment (holders without a 16 control number) and for the notice-and-access inquiry line: (English Toll Free Number: 844-916-0609) or (French Toll Free Number: 844-973-0593) – this number can be used for the registered holders who will receive a proxy form and for the non-registered shareholders who will receive a Voting Instruction Form.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual meeting. Additional information about the Company and its financial statements are also available on the Company's profile at www.sedarplus.ca.

DATED at Toronto, Ontario this 20th day of November, 2025.

BY ORDER OF THE BOARD

"Karim Mecklai"

Chief Executive Officer

EXHIBIT A

SPECIAL RESOLUTION OF THE SHAREHOLDERS

ELIXXER LTD. (the "Company")

AMENDMENT TO ARTICLES OF INCORPORATION – CHANGE OF NAME

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the articles of incorporation of the Company be amended to change the name of the Company to such name as the directors of the Company, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Canada Business Corporations Act (the "Name Change");
notwithstanding that this resolution has been duly passed by the shareholders of the Company, the directors of the Company be, and they are hereby authorized and empowered to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the Name Change and to determine not to proceed with the amendment of the articles of incorporation of the Company without further approval of the shareholders of the Company; and
any director or officer of the Company be and he or she is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of the articles of amendment in the prescribed form to the Director appointed under the Canada Business Corporations Act, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

AMENDMENT TO ARTICLES - CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the directors of the Company be authorized to effect the consolidation (the "Consolidation") of all of the issued and outstanding common shares without par value in the capital of the Company (the "Common Shares") on the basis of up to ninety (90) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (90:1);
the directors of the Company be and are hereby authorized to fix the ratio of the pre-Consolidation to post-Consolidation Common Shares to be used in the Consolidation (the "Final Consolidation Ratio"), provided that the maximum Final Consolidation Ratio will not exceed ninety (90) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (90:1);
any fractional Common Shares resulting from the Consolidation will be rounded down the nearest whole Common Share
upon the Consolidation being effected, any officer or director of the Company is authorized to cancel (or cause to be cancelled) any certificates evidencing the existing Common Shares and to issue (or cause to be issued) certificates representing the new Common Shares to the holders thereof;
the directors of the Company, in their sole and complete discretion, may act upon this resolution to effect the Consolidation or, if deemed appropriate and without any further approval from the shareholders of the Company, may choose not to act upon this resolution notwithstanding that this resolution has been duly passed by the shareholders of the Company, and in the latter case, the directors of the Company are hereby

authorized and empowered to revoke this resolution in their sole discretion at any time prior to effecting the Consolidation; and

any director or officer of the Company be and he or she is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Company may be necessary or desirable to carry out the terms of the foregoing resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

ELIXXER LTD.
Royal Bank Plaza, South Tower
200 Bay Street – Suite 3240
Toronto, Ontario, M5J 2J1

MANAGEMENT INFORMATION CIRCULAR
As at November 20, 2025

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF ELIXXER LTD. (the "Company") of proxies to be used at the annual and special meeting of shareholders of the Company to be held on Tuesday, December 30, 2025 at 200 Bay St. Suite 3240, Toronto, ON M5J 2J1 at the hour of 2:00 p.m. (Eastern time), and at any adjournment or postponement thereof (the "Meeting") for the purposes set out in the enclosed notice of meeting (the "Notice"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice, this management information circular (the "Circular"), the audited consolidated financial statements of the Company for the financial year ended December 31, 2024, and the released management's discussion and analysis and other meeting materials (the "Meeting Materials") to the beneficial owners of the common shares of the Company (the "Common Shares") held of record by such parties. The Company may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Company. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice.

APPOINTMENT AND REVOCATION OF PROXIES

A holder of Common Shares who appears on the records maintained by the Company's registrar and transfer agent as a registered holder of Common Shares (each a "Registered Shareholder") may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Company. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM, HER OR IT AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Company's transfer agent and registrar, Computershare Investor Services Inc. (the "Transfer Agent"), not later than Wednesday, December 24, 2025, at the hour of 2:00 p.m. (Eastern Standard time) or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

NOTICE-AND-ACCESS

The Company has decided to use the notice-and-access ("Notice-and-Access") rules provided under NI 54-101 for the delivery of the Meeting Materials to holders of Common Shares who appear on the records maintained by the Company's registrar and transfer agent as Registered Shareholders and beneficial owners of Common Shares (the "Non-Registered Holders") for the Meeting. The Notice-and-Access method of delivery of Meeting Materials allows the Company to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under NI 54-101.

Registered Shareholders will receive a form of proxy and Non-Registered Holders will receive a voting instruction form, enabling them to vote at the Meeting. However, instead of a paper copy of the Meeting Materials, shareholders receive only a notice with information on the date, location and purpose of the Meeting, as well as information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. Materials can be viewed online under the Company's profile at https://www.sedarplus.ca/home/ or on the website of the Company, at https://elixxer.ca/annual-general-and-special-meeting/. The Meeting Materials will remain posted on the Company's website at least until the date that is one year after the date the Meeting Materials were posted. The Company will not be adopting stratification procedures in relation to the use of Notice-and-Access provisions.

Shareholders may always request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order for holders with a 15 Digit Control Number to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please contact Broadridge: (i) the automated line to request materials (for holders with a 16 digit control number) 1-877-907-7643 - this number should be used for the non-registered holders; or (ii) both manual fulfillment (holders without a 16 control number) and for the notice-and-access inquiry line: (English Toll Free Number: 844-916-0609) or (French Toll Free Number: 844-973-0593) - this number can be used for the registered holders who will receive a proxy form and for the non-registered shareholders who will receive a Voting Instruction Form.

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

| By Mail or Hand Delivery: | Computershare Investor Services Inc.
320 Bay Street, 14th Floor
Toronto, ON M5H 4A6 |
| --- | --- |
| Telephone: | 1-866-732-VOTE (8683) Toll Free
You will need to provide your 15 digit control number (located on the form of proxy accompanying this Circular) |
| By Internet: | www.investorvote.com
You will need to provide your 15 digit control number (located on the form of proxy accompanying this Circular) |

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

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered

Shareholder or by his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof, to (i) the registered office of the Company, located at 200 Bay Street, Suite 3240, Toronto, ON, M5J 2J1 at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

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

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

ADVICE TO NON-REGISTERED SHAREHOLDERS

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

Distribution of Meeting Materials to Non-Registered Holders

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

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Company's OBOs can expect to be contacted by their Intermediary. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

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

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

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

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

or,

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

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value. As of Thursday, November 20, 2025 (the "Record Date"), there were a total of 11,338,887 Common Shares issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one vote at the Meeting.

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

To the knowledge of the Company's directors and executive officers, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares, other than as set forth below:

Name(1)	Number of Common Shares	Percentage of Issued and Outstanding Common Shares
AIP Convertible Private Debt Fund L.P.	3,633,391	32.04%
Arlington Capital LP	3,477,540	30.67%

Note:
(1) The above information is based upon information supplied by the Transfer Agent and the Company's management.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out under the heading "Particulars of Matters to be Acted Upon" below, no person who has been a director or an officer of the Company at any time since the beginning of its last completed financial year or any associate of any such director or officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

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

1. RECEIPT OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the year ended December 31, 2024, and the respective report of the auditor thereon will be placed before the shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company's profile at www.sedarplus.ca.

2. ELECTION OF DIRECTORS

The following table states the names of the persons nominated by management for election as directors, any offices with the Company currently held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.

Name, province or state and country of residence and position, if any, held in the Company	Principal Occupation	Served as Director of the Company since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Percentage of Voting Shares Owned or Controlled
Jayahari (Jay) Balasubramaniam Ontario, Canada Director	CEO and Senior Portfolio Manager of AIP Asset Management	June 15, 2021	Nil	Nil

Name, province or state and country of residence and position, if any, held in the Company	Principal Occupation	Served as Director of the Company since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}	Percentage of Voting Shares Owned or Controlled
Alexey (Alex) Kanayev^{(2)}
Ontario, Canada
Chairman and Director	Managing Partner at AIP Private Capital	June 15, 2021	Nil	Nil
Mark E. Romano^{(2)}
Florida, USA
Director	Senior Director, L3Harris Technologies	January 21, 2025	Nil	Nil
Edward Milewski
Ontario, Canada
Director	Owner of ERM Consulting Firm (professional consultant)	February 7, 2025	Nil	Nil

Notes:
(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
(2) Member of the Audit Committee.

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

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

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no proposed director, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:

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

No proposed director, within 10 years before the date of this Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Messrs. Bala and Kanayev were directors of the Company, which was subject to a cease trade order issued by the Autorite des Marches Financiers (the "AMF") on May 8, 2023 for failure to file its annual financial statements and accompanying management's discussion and analysis for the period ended December 31, 2022, within the prescribed time period under applicable securities laws. On April 17, 2025, the cease trade orders issued were revoked.

Personal Bankruptcies

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

Penalties and Sanctions

None of the proposed directors of the Company have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

3. APPOINTMENT OF AUDITOR

MS Partners LLP, Chartered Professional Accountants, the former auditors of the Company, resigned as the auditors of the Company effective February 18, 2025. The Board appointed CAN Partners, Chartered Professional Accountants ("CAN Partners"), as auditors of the Company effective February 18, 2025, to fill the vacancy created thereby. Shareholders are being asked to confirm the actions of the Board and appoint CAN Partners as auditors of the Company to hold office until the next annual meeting of shareholders. MS Partners LLP, Chartered Professional Accountants were first appointed as the auditors of the Company on March 17, 2024.

UNLESS THE SHAREHOLDER DIRECTS THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN CONNECTION WITH THE CONFIRMATION AND APPOINTMENT OF AUDITORS, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE APPOINTMENT OF CAN PARTNERS, CHARTERED PROFESSIONAL ACCOUNTANTS AS THE AUDITORS OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.

In accordance with the provisions of National Instrument 51-102 – Continuous Disclosure Obligations, attached to this Management Information Circular as Appendix "B", is the requisite reporting package, including the notice of the Company to MS Partners LLP, Chartered Professional Accountants and CAN Partners stating that there are no reportable events and the letters of each of MS Partners LLP, Chartered Professional Accountants and CAN Partners to the Alberta Securities Commission, the British Columbia Securities Commission, the Manitoba Securities Commission, the Ontario Securities Commission and the AMF.

4. AMENDMENT TO THE ARTICLES OF THE COMPANY – NAME CHANGE

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution, the text of which is attached as Exhibit "A" to the Notice (the "Name Change Resolution"), which would authorize the Company to amend of the articles of incorporation to change its name to such name as the Board, in its sole discretion, may determine and as may be acceptable to the Director appointed under the Canada Business Corporation Act (the "Name Change").

The Company believes that the Name Change is in the best interests of the Company.

In order to pass the Name Change Resolution, at least two thirds of the votes cast by the shareholders present at the Meeting in person or by proxy must be voted in favour of the Name Change Resolution. If the Name Change Resolution does not receive the requisite shareholder approval, the Company will continue under its present name.

The Board recommends that shareholders vote in favour of the Name Change Resolution.

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

5. AMENDMENT TO ARTICLES – CONSOLIDATION

At the Meeting, shareholders are being asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution, the text of which is attached as Exhibit "A" to the Notice (the "Consolidation Resolution"), which would authorize the Company to effect a consolidation of all of the issued and outstanding Common Shares on the basis of up to ninety (90) pre-consolidation Common Shares, or such lesser number of pre-consolidation Common Shares as the directors of the Company in their discretion may determine, for one (1) post-consolidation Common Share (the "Consolidation"). In the event that shareholders pass the Consolidation Resolution as well as the Debt Settlement and the Board determines to consolidate on a maximum 90:1 basis, the presently issued and outstanding 11,338,887 Common Shares and the 83,924,151 Common Shares to be issued if the Debt Settlement is approved will be consolidated into approximately 1,058,478 Common Shares. If the Board determines to consolidate the Common Shares on a lesser basis, more Common Shares will remain outstanding following the Consolidation. Any factional Common Shares arising from the Consolidation will be rounded down to the nearest whole Common Share. In all other respects, the post-consolidated Common Shares will have the same attributes as the existing Common Shares.

The Company believes that the Consolidation will both enhance the marketability of the Company as an investment and better position the Company to raise the funds necessary for the continued development of its business and the growth of the Company.

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

The Board recommends that shareholders vote in favour of the Consolidation Resolution.

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

6. RE-APPROVAL OF STOCK OPTION PLAN

The Company's stock option plan (the "Stock Option Plan") was last approved by Shareholders at the Company's annual and special meeting of shareholders held on March 20, 2025.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to re-approve the Stock Option Plan of the Company. Re-approval of the Stock Option Plan is being sought in accordance with policies of the TSX Venture Exchange (the "TSXV"), whereby issuers whose security based compensation plans which reserve shares for issuance upon the exercise of options based on a percentage of the issuer's issued and outstanding shares rather than a fixed number, must have such plans approved by the Shareholders annually. The Shareholders will therefore be asked at the Meeting to vote on a resolution to re-approve the Stock Option Plan.

Description of the Stock Option Plan

The purpose of the Stock Option Plan is to encourage Common Share ownership in the Company by directors, senior officers, employees and consultants of the Company and its affiliates and other designated persons. Options may be granted under the Stock Option Plan only to directors, officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board. The number of Common Shares which may be reserved for issue under the Stock Option Plan is limited to 10% of the issued and

outstanding Common Shares as at the date of the grant of stock options. As at the date of this Circular, there are 11,338,887 Common Shares issued and outstanding. Accordingly, pursuant to the Stock Option Plan, 1,133,888 stock options may be reserved for issue pursuant to the Stock Option Plan, nil stock options have been issued and 1,133,888 stock options are still available for issue under the Stock Option Plan.

The term of any stock options granted under the Stock Option Plan will be fixed by the Board at the time such stock options are granted, provided that stock options will not be permitted to exceed a term of 10 years. The maximum number of Common Shares which may be reserved for issue to any one individual during any 12-month period under the Stock Option Plan is 5% of the aggregate number of Common Shares. In addition, the maximum number of Common Shares which may be reserved for issue to any consultant of the Company during any 12-month period under the Stock Option Plan is 2% of the aggregate number of Common Shares. The maximum number of Common Shares which may be reserved for issue to employees conducting investor relations activities during any 12-month period under the Stock Option Plan is 2% of the aggregate number of Common Shares. Any Common Shares subject to a stock option which for any reason is cancelled or terminated prior to exercise will be available for a subsequent grant under the Stock Option Plan. The option price of any Common Shares cannot be less than the closing price of the Common Shares on the day immediately preceding the day upon which the stock option is granted, less any discount permitted by the policies of the TSXV. The stock options are non-assignable and non-transferable. Stock options granted under the Stock Option Plan can only be exercised by the optionee as long as the optionee remains an eligible optionee pursuant to the Stock Option Plan or within a reasonable period (set by the Board in each case) after ceasing to be an eligible optionee, or, if the optionee dies, within one year from the date of the optionee's death. On the occurrence of a takeover bid, issuer bid or going private transaction, the Board will have the right to accelerate the date on which any stock option becomes exercisable. The Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization.

Subject to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Stock Option Plan or may terminate the Stock Option Plan at any time. Amended the Stock Option Plan does not contain any provision for financial assistance by the Company in respect of options granted under the Stock Option Plan.

Reference should be made to the full text of the Stock Option Plan which will be made available at the office of Irwin Lowy LLP, at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2, until the business day immediately preceding the date of the Meeting.

At the Meeting, Shareholders entitled to vote on the matter will be asked to consider, and if thought advisable, approve the resolutions to re-approve the Stock Option Plan and to authorize the board to make such updates and amendments as may be required by law or to comply with the policies and procedures of the Company from time to time (the "Stock Option Plan Resolutions").

At the Meeting, Shareholders will be asked to approve the Stock Option Plan Resolutions; to re-approve the Stock Option Plan of the Company, subject to any limitations imposed by applicable regulations, rules, policies, and laws. The Stock Option Plan Resolutions will require the affirmative vote of a simple majority of the votes cast by the Shareholders, present in person or represented by proxy at the Meeting.

The Board recommends that Shareholders vote "FOR" the Stock Option Plan Resolutions. The management representatives named in the attached form of proxy intend to vote the Common Shares represented by such proxy "FOR" of the approval of the Stock Option Plan Resolutions unless a Shareholder specifies in the proxy that their Common Shares are to be voted against the approval of the Stock Option Plan Resolutions.

The text of the Stock Option Plan Resolutions to be submitted to the shareholders of the Company is set forth below, subject to such amendments, variations or additions as may be approved at the Meeting:

"BE IT RESOLVED THAT:

the omnibus long-term incentive plan of the Company as described in the management information circular dated November 20, 2025, be and it is hereby approved, confirmed and ratified."
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PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE RE-APPROVAL OF THE STOCK OPTION PLAN RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

7. APPROVAL OF DEBT SETTLEMENT

Background

As at November 20, 2025, the Company had accounts payable and accrued liabilities of approximately $17,220,610, which continue to increase. Management of the Company has determined to propose to the Company's creditors to settle their outstanding indebtedness through the issuance by the Company of Common Shares at a price of $0.0825 per Common Share. The Company proposes to settle an aggregate of $6,923,742.46 of such indebtedness (the "Debt Settlement") to some, or all, of the creditors through the issuance of up to 83,924,151 Common Shares at a price of $0.0825 per Common Share.

Shareholders of the Company are being asked to pass a resolution authorizing the Company to issue Common Shares to creditors in satisfaction of indebtedness.

The Company owes AIP Convertible Private Debt Fund L.P. ("AIP"), a control person of the Company, $15,151,186.06 for various secured and unsecured promissory notes, certain expenses paid by AIP on behalf of the Company, and accrued M&A advisory services fees in connection with an agreement with AIP Asset Management Inc., pursuant to which AIP has been providing M&A advisory services (the "M&A Fees") to the Company to identify and evaluate potential transactions. The Company and AIP have agreed, subject to receipt of shareholder approval and the approval of the TSXV, to allow for the conversion of an aggregate of $6,323,742.46 of the indebtedness owed by the Company to AIP (the "AIP Debt") into an aggregate of 76,651,424 Common Shares. In the event that the AIP Debt is converted into Common Shares and the transactions contemplated by the Debt Settlement are completed, AIP's holdings, together with AIP's current holdings of Common Shares will be approximately 80,284,815 Common Shares and 2,437,540 Common Share purchase warrants, representing approximately 84.28% of the issued and outstanding on an undiluted basis and approximately 84.67% on a partially diluted basis.

Pursuant to an independent contractor agreement (the "Zalt Agreement"), Mr. Zalt was to provide services as a director and officer of the Company. As compensation for his services, Mr. Zalt received a monthly fee of US$21,100. The Company has accrued $573,487.98 in salary and director fees. The Company and Mr. Zalt have agreed to issue an aggregate of 2,424,243 Common Shares for all accrued and outstanding fees payable to Mr. Zalt pursuant to the Zalt Agreement (the "Zalt Debt"). In the event that the Zalt Debt is converted into Common Shares and the transactions contemplated by the Debt Settlement are completed, Mr. Zalts' holdings, together with Mr. Zalts' current holdings of Common Shares will be approximately 2,712,295 Common Shares, representing approximately 2.85% of the issued and outstanding on an undiluted basis and approximately 2.85% on a partially diluted basis.

During February 2021, the Company was subject to a claim (the "Statement of Claim"), in respect of the termination of a consulting agreement with an arm's length party, in the amount of approximately $1,121,998 plus costs and interest. This was offset by the Company's counter claim of $312,000, resulting in a net claim of $809,998 plus costs and interest. No amounts have been accrued as the outcome is not yet determinable. In connection with the Statement of Claim, the Company will be issuing an aggregate of 4,848,484 Common Shares, for full and final settlement and release of the Statement of Claim.

The completion of the Debt Settlement remains subject to approval of the TSXV and the receipt of the required Shareholder Approval (as defined below).

Information Concerning AIP

As of the date of this Circular, AIP holds, directly or indirectly, an aggregate of 3,633,391 Common Shares and 2,437,540 Common Share purchase warrants representing approximately 32.04% of the issued and outstanding on an undiluted basis and 44.07% on a partially diluted basis.

10 -

Given that AIP is a control person of the Company, AIP is considered to be an "insider" of the Company under applicable securities laws and within the policies of the TSXV, and is also considered to be a "related party" of the Company pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101").

Assuming completion of the Debt Settlement, AIP will beneficially own and control, directly or indirectly, 80,284,815 Common Shares and 2,437,540 Common Share purchase warrants, representing approximately 84.28% of the issued and outstanding on an undiluted basis and 84.67% on a partially diluted basis.

Shareholder Approval of the Debt Settlement

The completion of the Debt Settlement is subject to disinterested shareholder approval for the following reasons (collectively, the "Shareholder Approval"):

(i) the issuance of the Common Shares to AIP as a "related party transaction" in accordance with MI 61-101;

(ii) the issuance of the Common Shares to AIP and Mr. Zalt in accordance with the policies of the TSXV; and

(iii) the issuance of the 83,924,151 Common Shares in satisfaction of the $6,923,742.46 of indebtedness owned by the Company to certain creditors.

In accordance with TSXV Policy 4.4 – Security Based Compensation, disinterested shareholder approval is required for the settlement of compensation owed to non-arm’s length parties in shares when the aggregate amount of debt exceeds $10,000 per month. As a result, a portion of the AIP Debt and the Zalt Debt, are subject to disinterested shareholder approval.

Related Party Transaction Approval

By virtue of the fact that AIP is a control person of the Company, AIP is deemed to be a "related party" of the Company pursuant to MI 61-101.

The settlement of the AIP Debt is a "related party transactions" of the Company under MI 61-101. As such, completion of the Debt Settlement is subject to the minority approval requirement of MI 61-101 and will require the approval of shareholders, excluding any votes attached to the Common Shares held by AIP (and any related parties of AIP and any persons acting jointly or in concert with AIP or related parties of AIP).

The completion of the Debt Settlement is exempt from the valuation requirement of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 as the securities of the Company are only listed on the TSXV.

Shareholders, excluding AIP (and any related parties of AIP and any persons acting jointly or in concert with AIP or related parties of AIP), will be asked at the Meeting to approve the Share Issuance Resolution.

Prior Valuations / Prior Offers

To the knowledge of the Company, there have been no prior valuations of the Company (as contemplated under MI 61-101) in the 24-month period prior to the date of this Circular that relate to the subject matter of or that are otherwise relevant to the Debt Settlement.

There have been no bona fide offers received by the Company in the 24-month period prior to AIP’s agreement to participate in the Debt Settlement, that relate to the subject matter of or that are otherwise relevant to the Debt Settlement.

Additional Disclosure

Pursuant to MI 61-101, the Company is required to include in this Circular certain disclosures prescribed by Form

62-104F2 – Issuer Bid Circular of National Instrument 62-104 – Take-Over Bids and Issuer Bids, to the extent applicable to the Debt Settlement (and with necessary modifications). To the extent not already incorporated in this Circular, this disclosure is provided in Appendix "C" (Additional Disclosures) attached to this Circular.

Board Approval of the Debt Settlement

In the opinion of management and the Board, the Debt Settlement represents the best financing option available to the Company at this time.

After consideration of all relevant circumstances, the Board (with directors Messrs. Alexey (Alex) Kanayev and Jayahari (Jay) Balasubramaniam abstaining) has approved the Debt Settlement and has determined that the Debt Settlement is in the best interests of the Company. The Debt Settlement will reduce the indebtedness of the Company and improve its financial condition.

Among other factors considered by the Board in approving the Debt Settlement:

(i) The Debt Settlement will significantly reduce the Company's outstanding debt;

(ii) There are few material conditions to closing other than receipt of the required Shareholder Approval and required TSXV approval; and

(iii) The Debt Settlement is subject to Shareholder Approval.

Management and the Board identified and considered a number of potential risk factors relating to the Debt Settlement in its deliberations, including, but not limited to: (i) the concentration of share ownership in AIP or its affiliates and dilution to existing shareholders; (ii) the fact that AIP or its affiliates will have the ability (via his majority share ownership position) to determine the directors of the Board; and (iii) the risks associated with the Debt Settlement not being completed. Management and the Board believed that any possible adverse effects or risks were more than outweighed by the potential benefits of the Debt Settlement.

Resolution Approving the Debt Settlement

As described in detail under the heading "Shareholder Approval of the Debt Settlement" above, the approval of shareholders, other than AIP (and any related parties of AIP and any persons acting jointly or in concert with AIP or related parties of AIP) and Mr. Zalt (and any related parties of Mr. Zalt and any persons acting jointly or in concert with Mr. Zalt or related parties of Mr. Zalt), is required for the completion of the Debt Settlement. In particular, shareholders are required to approve: (i) the issuance of the Common Shares to AIP pursuant to the Debt Settlement as a "related party transaction" in accordance with MI 61-101; and (ii) the issuance of the Common Shares to Mr. Zalt pursuant to the Debt Settlement in accordance with the policies of the TSXV (the "Share Issuance Resolution"). Therefore, at the Meeting the shareholders will be asked to consider and, if thought appropriate, pass a resolution in the form set out below:

"BE IT RESOLVED THAT:

in accordance with the policies of the TSX Venture Exchange, the Company be and hereby is authorized to issue 83,924,151 Common Shares in the capital of the Company pursuant to the Debt Settlement, all as more particularly described in the Company's management information circular dated November 20, 2025; and
any officer or director of the Company be and is hereby authorized and directed, on behalf of the Company, to execute and deliver any document or instrument, to do all such acts and to take any measure, in the opinion of such officer or director, that may prove necessary or desirable to give full effect to this resolution."

In order to be adopted, the Share Issuance Resolution must be passed by the affirmative vote of a majority of votes cast by shareholders in person or represented by proxy at the Meeting, excluding AIP and Mr. Zalt (and any related parties of AIP and Mr. Zalt and any persons acting jointly or in concert with AIP or Mr. Zalt or related parties of AIP or Mr. Zalt).

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To the knowledge of the Company, after reasonable inquiry, no shareholders other than AIP, Arlington Capital LP, Mr. Zalt, Alexey (Alex) Kanayev and Jayahari (Jay) Balasubramaniam will be excluded from voting in respect of the Share Issuance Resolution. It is therefore anticipated that an aggregate of 7,398,983 Common Shares will be excluded from voting in respect of the Share Issuance Resolution.

The Company intends to complete the Debt Settlement shortly after: (i) receipt of shareholder approval; and (ii) the approval of the TSXV. All securities issued pursuant to the Debt Settlement will be subject to a hold period of four months and one day from the date of issuance.

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

8. APPROVAL OF VOLUNTARY DELISTING FROM TSXV

The Company may consider applying to voluntary delist its Common Shares from the TSX Venture Exchange (the "Delisting"). The implementation of the Delisting is conditional upon the Company obtaining any necessary regulatory consents. The Delisting Resolution also provides that the Board is authorized, in its sole discretion, to determine not to proceed with the proposed Delisting, without further approval of the shareholders of the Company. In particular, the Board may determine not to present the Delisting Resolution to the Meeting or, if the Delisting Resolution is presented to the Meeting and approved by Shareholders, the Board may determine after the Meeting not to proceed with completion of the proposed Delisting.

The Delisting would result in the Company no longer being listed on the TSXV. Completion of the Delisting is subject to the acceptance of the TSXV and there is no guarantee that the TSXV will approve the Delisting.

Shareholders are being asked to approve the following resolution (the "Delisting Resolution") on a "majority of the minority" basis excluding the votes of the directors, officers and other insiders of the Company:

"BE IT RESOLVED THAT:

the Company is hereby authorized to apply to voluntarily delist its securities from the TSX Venture Exchange (the "TSX-V Delisting");
any other actions taken or expected to be taken, in support of the TSX-V Delisting, are approved
notwithstanding that this resolution has been duly approved by the shareholders of the Company, the board of directors of the Company, in its sole discretion and without the requirement to obtain any further approval from the shareholders of the Company, is hereby authorized and empowered to revoke this resolution at any time before it is acted upon without further approval from the shareholders."

To be approved, the Delisting Resolution requires the affirmative vote of (i) at least a majority of the votes cast on the Delisting Resolution at the Meeting, whether in person or by proxy; and (ii) "majority of the minority shareholder approval" obtained in accordance with the requirements of the TSXV, being at least a majority of the votes cast on the Delisting at the Meeting excluding votes attaching to Common Shares held by promoters, directors, officers and other insiders of the Company, whether in person or by proxy. To the knowledge of the Company, such persons own or have voting control over an aggregate of 7,110,931 Common Shares as of November 20, 2025, representing approximately $65.25\%$ of all issued and outstanding Common Shares as of such date. There can be no assurance that the requisite Shareholder approval of the Delisting will be obtained.

Unless the Shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Delisting, the persons named in the accompanying proxy will vote FOR the Delisting.

If the voluntary delisting is approved by the Company's shareholders and the TSXV and other conditions imposed by the TSXV are satisfied, the Company's Common Shares will be immediately delisted from the TSXV.

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

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Company as at December 31, 2024 whose total compensation was more than $150,000 for the financial year of the Company ended December 31, 2024 (collectively the "Named Executive Officers") and for the directors of the Company.

Summary Compensation Table

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

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES^{(1)}
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Karim Mecklai^{(3)}
Chief Executive Officer	2024
2023	10,000
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a	10,000
n/a
Fiona Fitzmaurice^{(3)}
Chief Financial Officer	2024
2023	37,000
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a	37,000
n/a
Ferras Zalt^{(4)}
Former Director and Executive Chairman & Interim CEO	2024
2023	294,495
343,719	nil
nil	nil
nil	nil
nil	nil
nil	294,495
343,719
Stuart Adair^{(5)}
Former Chief Financial Officer	2024
2023	58,371
16,662	nil
nil	nil
nil	nil
nil	nil
nil	58,371
16,662
Kym No^{(6)}
Former Chief Financial Officer	2024
2023	n/a
126,534	n/a
nil	n/a
nil	n/a
nil	n/a
nil	n/a
126,534
Jay Bala
Director	2024
2023	48,000
48,000	nil
nil	nil
nil	nil
nil	nil
nil	48,000
48,000
Alex Kanayev
Director	2024
2023	48,000
48,000	nil
nil	nil
nil	nil
nil	nil
nil	48,000
48,000
Jeremy Green^{(7)}
Former Director	2024
2023	48,000
48,000	nil
nil	nil
nil	nil
nil	nil
nil	48,000
48,000
Terik Alhaidary^{(8)}
Former Director	2024
2023	48,000
48,000	nil
nil	nil
nil	nil
nil	nil
nil	48,000
48,000

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TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Rafi Hazan(2) Former Director	2024
2023	n/a
32,000	n/a
nil	n/a
nil	n/a
nil	n/a
nil	n/a
32,000

Notes:
(1) This table does not include any amount paid as reimbursement for expenses.
(2) Mr. Mecklai was appointed the Chief Executive Officer of the Company on November 1, 2024.
(3) Ms. Fitzmaurice was appointed the Chief Financial Officer of the Company on December 1, 2024.
(4) Mr. Zalt was appointed a director of the Company as of May 1, 2019. Mr. Zalt was appointed Chairman of the Company as of May 22, 2019. Mr. Zalt was named Executive Chairman of the Company as of October 1, 2019. Mr. Zalt was named Interim Chief Executive Officer of the Company as of January 24, 2021. Mr. Zalt resigned as the Interim Chief Executive Officer of the Company and Chairman on November 1, 2024. On July 24, 2025, Mr. Zalt resigned as a director of the Company.
(5) Mr. Adair was appointed the Chief Financial Officer of the Company on October 17, 2023 and resigned as the Chief Financial Officer on November 1, 2024.
(6) Ms. No was appointed as the Company's Chief Financial Officer as of March 31, 2020, and resigned as the Chief Financial Officer on August 24, 2023.
(7) Mr. Green resigned as a director on January 15, 2025.
(8) Mr. Alhaidary resigned as a director of the Company on March 20, 2025.
(9) Mr. Hazan resigned as a director of the Company on August 24, 2023.
(10) As of December 31, 2024, each of Messrs. Zalt, Mecklia, Fitzmaurice, Adair, Bala, Kanayev, Green and Alhaidary did not hold any stock options.

Stock Options and Other Compensation Securities

During the financial year ended December 31, 2024, there were no compensation securities granted or issued to Named Executive Officer's or directors of the Company.

None of the Named Executive Officers or directors of the Company exercised any compensation securities during the most recently completed financial year of the Company.

Stock Option Plan and other Incentive Plans

The terms and conditions of the Stock Option Plan are described in the section entitled "Particulars of Matters to be Acted Upon – Amendment to the Stock Option Plan" in this Circular. The Stock Option Plan is required to be approved by the shareholders of the Company at the Meeting.

The purpose of the Stock Option Plan is to, among other things, encourage Common Share ownership in the Company by directors, senior officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board. Under the Stock Option Plan, stock options may be granted only to directors, officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board. During any 12 month period, the maximum number of Common Shares which may be reserved for issue to any one director, senior officer or employee under the Stock Option Plan is 5% of the Common Shares outstanding at the time of the grant (calculated on a non-diluted basis) and 2% for any consultant of the Company or employee conducting investor relations actives. The number of Common Shares under option to consultants conducting investor relations activities must vest in stages over a 12-month period, with no more than 25% of the options vesting in any three-month period. Stock options granted under the Stock Option Plan may be exercised during a period not exceeding 10 years, subject to earlier termination upon the termination of the optionee's employment, upon the optionee ceasing to be an employee, officer, director or consultant of the Company or any of its subsidiaries or ceasing to have a designated relationship with the Company, as applicable, or upon the optionee retiring, becoming permanently disabled or dying.

The option price of any Common Shares cannot be less than the Discounted Market Price (as that term is defined in the Policy 1.1 – Interpretation of the TSXV) of the Common Shares. If a stock option is surrendered, terminated, expires or is exercised, the Common Shares reserved for issue thereunder are available for new stock option grants under the Stock Option Plan. The stock options are non-transferable. The Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization. Subject to TSXV approval and to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Stock Option Plan. The Stock Option Plan does not contain any provision for financial assistance by the Company in respect of stock options granted under the Stock Option Plan.

Currently, the only types of security-based compensation that have been granted by the Company and that remain outstanding are stock options, of which there are nil outstanding. If the amendments to the Stock Option Plan are approved by the shareholders of the Company, all outstanding stock options would continue to be outstanding and in force, except that they would henceforth be governed by, and subject to the terms and conditions of, the Stock Option Plan, as amended.

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

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

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

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

Optionees may elect to exercise an Option, in whole or in part, on a "cashless exercise" ("Cashless Exercise") basis or a "net exercise" ("Net Exercise") basis. In connection with a Cashless Exercise of Options, a brokerage firm will loan money to an Optionee to purchase Common Shares underlying the Options and will sell a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Optionee and the

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Optionee retains the balance of the Common Shares. In connection with a Net Exercise of Options, an Optionee would receive such number of Common Shares equal in value to the difference between the Option price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the terms of the Stock Option Plan.

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

Employment, Consulting and Management Agreements

The only management agreement the Company has in place between the Company or any subsidiary or affiliate thereof and its Named Executive Officers is as follows:

Karim Mecklai – Chief Executive Officer

The Company entered into an independent contractor agreement with Karim Mecklai, for his services as the Chief Executive Officer of the Company on November 19, 2024 (the "Mecklai Agreement"). Pursuant to the Mecklai Agreement, Mr. Mecklai receives remuneration in the amount of $5,000 per month. The Mecklai Management Agreement, continues from year to year and may be terminated by the Company with written notice.

Fiona Fitzmaurice – Chief Financial Officer

The Company entered into an agreement with Longford Consulting Inc., a corporation controlled by Ms. Fitzmaurice, for her services as the Chief Financial Officer of the Company on December 1, 2024 (the "Fitzmaurice Agreement"). Pursuant to the Fitzmaurice Agreement, Ms. Fitzmaurice receives remuneration in the amount of $5,000 (plus all applicable taxes) per month. The Fitzmaurice Agreement is automatically renewed, subject to termination. The Company may terminate the Fitzmaurice Agreement (i) upon 90 days written notice, in which case the Company is required to pay all amounts owed to Ms. Fitzmaurice with respect to services performed up to the date of notice of termination; and (ii) in the event that of a change of control, Ms. Fitzmaurice shall receive (a) an amount equal to six months of remuneration; (b) or in the event that the Fitzmaurice Agreement is in place for fifteen (15) months, then Ms. Fitzmaurice shall receive an amount equal to twelve (12) months of remuneration. Ms. Fitzmaurice may terminate the Fitzmaurice Agreement upon 90 days written notice, in which case the Company is required to pay all amounts owed to Ms. Fitzmaurice with respect to services performed up to the date of notice of termination.

There are no employment, consulting or management agreements in place with any of the other executive officers or directors of the Company.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board believes that directors should be provided with incentives to focus on long-term shareholder value. The Board believes that including equity options as part of director compensation helps align the interests of directors with those of the Company's shareholders. The Company seeks to attract exceptional talent to its Board. Therefore, the Company's policy is to compensate directors competitively relative to comparable companies. The Company's management will, from time to time, present a report to the Board comparing the Company's director compensation with that of comparable companies. The Board believes that it is appropriate for the Chairman of the Board and the chairmen of the committees, if not members of management, to receive additional compensation for their additional duties in these positions. Directors who are also management of the Company may receive additional compensation for Board or committee service if they are not already compensated at full industry rates in their capacities as employees.

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Compensation of Named Executive Officers

Principles of Executive Compensation

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

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

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

Base Salary

Base salary compensates executives for fulfilling their roles and responsibilities within the organization and aims to retain such executives. The Board determines the amount of base salaries for each of the Named Executive Officers, taking into consideration the recommendation of the Chief Executive Officer, the individual's performance and contributions to the success of the Company, competitive industry pay practices for comparable positions and internal equities among positions. No specific weightings are assigned to each factor, but rather, a subjective determination is made based on a general assessment of the performance of the individual relative to such factors.

Annual Incentives

The Named Executive Officers have an opportunity to earn annual incentive compensation payable as a cash bonus. The annual incentive compensation is intended to link pay to annual performance that will drive shareholder value. Award opportunities vary based on the individual's position and contributions to the performance of the Company. Annual incentive compensation is tied to corporate and individual performance. The determination of corporate and personal performance and final bonus payouts is based on a subjective assessment of such performance and requires considerable discretion. In 2018, the Company did not distribute any annual incentive due to market conditions.

Compensation and Measurements of Performance

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

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, will trigger the award of a bonus payment to the Named Executive Officers. The Named Executive Officers will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board's assessment of overall performance. The determination as to whether a target has been

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met is ultimately made by the Board and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Long Term Compensation

The Company currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the Stock Option Plan.

Pension Disclosure

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

Termination and Change of Control Benefits

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

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets forth information with respect to all compensation plans of the Company under which equity securities are authorized for issue as of December 31, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by securityholders	80,000	5.00	2,187,777
Equity compensation plans not approved by securityholders	nil	n/a	n/a
Total	80,000	5.00	2,187,777

Note:
1. The Stock Option Plan is a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issue pursuant to the Stock Option Plan will not exceed 10% of the outstanding Common Shares at the time of the stock option grant. As at the date of this Circular, 1,133,888 stock options may be issued under the Stock Option Plan, nil stock options are issued and outstanding and an additional 1,133,888 Common Shares are reserved for issue and remain available for future issue under the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year end or in any proposed transaction that has materially affected or will materially affect the Company.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

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

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

Audit Committee Charter

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

Composition of the Audit Committee

The Audit Committee members are Mark Romano, Alex Kanayev and Edward Milewski, each of whom is a director and financially literate. Other than Mr. Alex Kanayev, each of the members of the Audit Committee is independent in accordance with NI 52-110.

Relevant Education and Experience

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

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

Mark Romano, Director – An accomplished senior executive with over 40 years of experience in technical leadership, program management, and business operations. Mr. Romano possesses deep expertise in government and commercial sectors, with a proven track record in business strategy, product management, and advanced technology solutions. With a strong background in electrical engineering and extensive P&L responsibility, he has successfully led global teams, overseen $60M annual operating plans, and executed business strategies across multi-billion-dollar sectors. Recognized as a subject matter expert, he has authored numerous peer-reviewed papers, textbooks, and journals and has delivered keynote speeches at major global events. He is a results-driven leader committed to driving business growth, innovation, and operational excellence.

Alexey Kanayev, Director – Mr. Alex Kanayev, MBA, CPA, ICD.D, is a co-founder & Chairman and 50% owner of AIP Asset Management and is Managing Partner and sole owner of AIP Private Capital. Previously, he worked as Senior Vice President at Third Eye Capital and was a Portfolio Manager at BMO Financial Group. Alex received his MBA from Schulich School of Business at York University and is a CPA charter holder and has an ICD.D

designation from the Institute of Corporate Directors.

Edward Milewski, Director – Mr. Milewski is an accomplished senior executive and has worked as a financial advisor with various investment firms for 35 years. He established a professional consulting firm, ERM Consulting, in 2012 which provides independent advice to public small cap companies across Canada. He is currently co-host of the investment show "Midas Letter Raw" which provides fundamental and technical analysis and advice on the current Canadian markets. Mr. Milewski graduated from University of Windsor with a B. Comm in 1973. Edward obtained his CA designation in 1976. He previously served as a director of Pasofino Gold Ltd. and Western Troy Capital Resources Inc.

Audit Committee Oversight

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

Reliance on Exemptions in NI 52-110

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

the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by the Company's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit);
the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if a circumstance arises that affects the business or operations of the Company and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of the Company);
the exemption in subsection 6.1.1(5) (Events Outside Control of Member) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if an Audit Committee member becomes a control person of the Company or of an affiliate of the Company for reasons outside the member's reasonable control);
the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the Board was required to fill the vacancy); or
an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

The Company is a "venture issuer" for the purposes of NI 52-110. Accordingly, the Company is relying upon the exemption in section 6.1 of NI 52-110 providing that the Company is exempt from the application of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Charter.

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Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Company for professional services rendered to the Company during the fiscal years ended December 31, 2024 and December 31, 2023:

	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended December 31, 2024	37,500	Nil	Nil	Nil
Year ended December 31, 2023	67,000	Nil	Nil	Nil

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

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

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

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

REPORT ON GOVERNANCE

The Company believes that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial performance. National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (collectively the "Governance Guidelines") of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. In 2006 the Company adopted a Corporate Governance Policies and Procedures Manual and the Company will continue to review and implement corporate governance guidelines as the business of the Company progresses and becomes more active in operations.

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

Board of Directors

The Board is currently composed of four directors. Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) ("Form 58-101F2") requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Company by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a "material relationship" with the issuer. Each of Mr. Mark Romano and Edward Milewski, proposed directors, are considered by the Board to be "independent" within the meaning of NI 52-110. The other two proposed directors are not "independent" within the meaning of NI 52-110. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

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Directorships

The following table sets forth the directors, and proposed directors, of the Company who currently hold directorships with other reporting issuers:

Name of Director	Reporting Issuer
Alex Kanayev	ZoomAway Travel Inc.
Jay Bala	ZoomAway Travel Inc.

Orientation and Continuing Education

To provide orientation to new directors regarding the role of the Board and its committees, the Board provides copies of its mandate, committee charters, policies and other relevant corporate documents. To orient new directors on the nature and operation of the Company's business, the Board provides new directors with copies of the most recent public filings of the Company. New directors also meet with the Chief Executive Officer to review in detail the business of the Company. With respect to continuing education, the Board has no formal continuing education program. From time to time, the Chief Executive Officer meets with directors to update them on issues relating to the business and, in between Board meetings, the Chief Executive Officer also provides updates to the directors regarding the Company's business to ensure that the directors maintain the knowledge regarding the Company and its industry necessary for them to meet their obligations as directors. Directors are individually responsible for updating their skills necessary to meet their obligations as directors. Several directors have either public company experience or experience on other boards of directors.

Ethical Business Conduct

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

Nomination of Directors

At present, the Board performs the functions of a nominating committee with responsibility for the appointment and assessment of directors. The Board believes that this is a practical approach at this stage of the Company's development and given the small size of the Board.

While there are no specific criteria for Board membership, in identifying new candidates for Board nomination, the Board considers a mix of competencies and skills in different areas, such as business, mineral exploration and development and other areas which could be useful in guiding management of the Company.

Diversity of the Board and Senior Management

As a federal distributing corporation, incorporated under the Canada Business Corporations Act, the Company is required to disclose information annually to its shareholders and Corporations Canada on the diversity of its Board and senior management on the representation of women, Indigenous peoples (First Nations, Inuit and Metis), persons with disabilities, members of visible minorities or otherwise self-represent as being within designated groups (as that term is defined in the Employment Equity Act (Canada) (the "Designated Groups"). The information below is provided as of November 20, 2025.

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Diversity of the Board and Senior Management

The Company has not adopted a formal written policy regarding the diversity of the Board or senior management. The Company does not believe a formal policy would increase the representation of Designated Groups beyond how the Company currently nominates and appoints individuals to the Board and senior management. The Company considers all qualified individuals for each position that may arise.

While the Company believes that nominations to the Board and appointments to senior management should be based on merit, the Company recognizes that diversity supports balanced debate and discussion which, in turn, enhances decision-making and the level of representation of members of the Designated Groups is one factor taken into consideration during the search process for directors and members of the senior management.

In assessing potential directors and members of the senior management, the Company focuses on the skills, expertise, experience and independence which the Company requires to be effective. Due to the small size of the Board and the management team, and the stage of development of the Company's business, the Board believes that the qualifications and experience of proposed new directors and members of senior management should remain the primary consideration in the selection process. The Company will include diversity (including the level of representation of members of Designated Groups) as a factor in its future decision-making when identifying and nominating candidates for election or re-election to the Board and for senior management positions.

Director Term Limits and Other Mechanism of Board Renewal

The Company has not adopted term restrictions for directors or other mechanism of Board renewal that would limit the time an individual could serve on the Board. Imposing a term limit would require the Company to remove an individual that has acquired an extensive knowledge and understanding of the operations of the Company. Accordingly, the Company believes that removing an individual solely on length of service would not benefit the shareholders of the Company. Each member of the Board is put forth, for election or re-election, to shareholders annually.

Quotas or Targets for Representation of Designated Groups on the Board and among Senior Management

The Company has not established quotas or targets for representation of individuals from the Designated Groups to the Board or senior management. The Company believes that focusing on a quota or target rather than on skills and experience would limit the Company's ability to provide shareholders with a Board or senior management that meets the qualifications and needs of the Company and its shareholders.

Representation of Designated Groups among Board and Senior Management

As of the date hereof, there are 3 members of a Designated Group that hold a position on the Board or among senior management.

Other Board Committees

The Company does not have any other committee other than the Audit Committee.

Assessments

At present, the Board is responsible for assessing the effectiveness of the Board, its committees and individual directors. The Board is sufficiently small to permit all directors to have input on matters on a regular basis and to informally assess the performance of the Board throughout the year.

OTHER MATTERS

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

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ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company in order to request copies of copies of: (i) this Circular; and (ii) the Company's financial statements and the related management's discussion and analysis (the "MD&A") which will be sent to the shareholder without charge upon request. Financial information is provided in the Company's financial statements and MD&A for the financial year of the Company ended December 31, 2024.

APPROVAL OF THE BOARD OF DIRECTORS

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

DATED at Toronto, Ontario this 20th day of November, 2025.

BY ORDER OF THE BOARD

"Karim Mecklai"
Chief Executive Officer

APPENDIX A
ELIXXER INC.
CHARTER OF THE AUDIT COMMITTEE

General

The Board of Directors of Elixer Ltd. (the "Corporation") has delegated the responsibilities, authorities and duties described below to the Audit Committee of the Board of Directors (the "Audit Committee").

The Audit Committee will provide independent review and oversight of the Corporation's financial reporting process, the system of internal control and management of financial risks, and the audit process, including the oversight of the Corporation's external auditor. In so doing, the Audit Committee will comply with all applicable Canadian securities laws, rules and guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules.

Members

The Audit Committee shall be composed of a minimum of three members. Members of the Audit Committee shall be appointed by the Board of Directors. In this regard, the Board of Directors, at its first meeting held after an annual meeting of shareholders, shall appoint the members of the Audit Committee to hold office until the next annual meeting of shareholders. The Board of Directors may at any time appoint additional members of the Audit Committee, remove or replace any member of the Audit Committee, or fill any vacancy on the Audit Committee. Any member of the Audit Committee ceasing to be a director shall cease to be a member of the Audit Committee. The Board of Directors shall fill a vacancy if the membership of the Audit Committee is less than three directors as a result of such vacancy. The Chair of the Audit Committee may be designated by the Board of Directors or, if it does not do so, the members of the Audit Committee may elect a Chair by vote of a majority of the full Audit Committee membership.

A majority of the members of the Audit Committee shall be "independent" within the meaning of National Instrument 52-110 – Audit Committees.

Meetings

The Audit Committee shall meet at least quarterly at such times and locations as the Chair of the Audit Committee shall determine, provided that meetings shall be scheduled so as to permit the timely review of the Corporation's quarterly and annual financial statements and the related management's discussion and analysis. The external auditor or any two members of the Audit Committee may also request a meeting of the Audit Committee. The Chair of the Audit Committee shall hold in camera sessions of the Audit Committee, without management present, at every meeting. The Audit Committee may invite such other persons to its meetings as it deems appropriate in order to carry out its duties.

The Audit Committee shall submit the minutes of all meetings to the Board of Directors, and when so requested, shall review the matters discussed at an Audit Committee meeting with the Board of Directors.

A quorum for any meeting shall be two members of the Audit Committee.

The Audit Committee shall have the authority to require the attendance of the Corporation's officers at meetings of the Audit Committee, as it deems appropriate or necessary.

Committee Charter

The Audit Committee shall review and reassess the adequacy of this charter at least annually or otherwise, as

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it deems appropriate, and propose recommended changes to the Board of Directors, if necessary.

5. Duties of the Audit Committee

The Audit Committee shall have the following duties:

(a) Oversight of Financial Information and Reporting

(i) The Audit Committee shall review, with management and the external auditor, and recommend to the Board of Directors for approval, the annual financial statements of the Corporation and related financial reporting, including management’s discussion and analysis and earnings press releases.

(ii) The Audit Committee shall review, with management and the external auditor, if deemed necessary, and recommend to the Board of Directors for approval, the interim financial statements of the Corporation and related financial reporting, including management’s discussion and analysis and earnings press releases.

(iii) The Audit Committee shall review, with management and the external auditor, and recommend to the Board of Directors for approval, any financial statements of the Corporation which have not previously been approved by the Board of Directors and which are to be included in a prospectus or other public disclosure document of the Corporation.

(iv) The Audit Committee shall consider and be satisfied that adequate policies and procedures are in place for the review of the Corporation’s disclosure of financial information extracted or derived from the Corporation’s financial statements (other than disclosure referred to above), and periodically assess the adequacy of such procedures.

(b) Relationship with External Auditor

The Audit Committee shall recommend to the Board of Directors the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or test services for the Corporation and shall recommend to the Board of Directors the compensation of the external auditor. The external auditor is required to be an auditor registered with the Canadian Public Accountability Board that is in compliance with any restrictions or sanctions imposed by such Board.

The Audit Committee shall be directly responsible for overseeing the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting.

(c) Pre-Approval of Non-Audit Services

The Audit Committee shall pre-approve all non-audit services to be provided to the Corporation (or any subsidiary entities) by the Corporation’s external auditor.

(d) Complaints Procedure

The Audit Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters, and the

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confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

(e) Hiring Policies

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

(f) Reporting

The Audit Committee shall report regularly to the Board of Directors regarding any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the performance and independence of the external auditor, or the internal audit function.

Authority to Engage Independent Counsel and Advisors
The Audit Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties, to set and pay the compensation for any advisors employed by the Audit Committee, and to communicate directly with the internal and external auditors.

The Corporation shall provide appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board of Directors, for: (a) payment of compensation to the external auditor employed by the issuer for the purpose of rendering or issuing an audit report; (b) payment of compensation to any advisors employed by the Audit Committee; and (c) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

The Audit Committee shall have the authority, within the scope of its responsibilities, to seek any information it requires from any employee of the Corporation and from external parties.

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B-1

APPENDIX B

ELIXXER INC.

CHANGE OF AUDITOR PACKAGE

TO FOLLOW

ELIXXER LTD.
NOTICE OF CHANGE OF AUDITOR

(National Instrument 51-102)

TO: MS Partners LLP, Chartered Professional Accountants
CAN Partners LLP, Chartered Professional Accountants
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Manitoba Securities Commission
Autorité des marchés financiers

Elixxer Ltd. (the “Company”) gives the following notice (the “Notice”) in accordance with Section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51- 102”) that;

a) at the request of the Company, MS Partners, Chartered Professional Accountants (“MS Partners”), of 500 Danforth Ave, tendered its resignation effective February 18, 2025;
b) the Company appointed CAN Partners, Chartered Professional Accountants (“CAN Partners”), of 7030 Woodbine Ave, Suite 405, Markham, ON L3R 6G2, as the successor auditor of the Company effective February 18, 2025;
c) the resignation of MS Partners and the appointment of Can Partners as auditor of the Company were considered and approved by the board of directors of the Company;
d) MS Partners has not expressed a modified opinion on any of the financial statements of the Company commencing at the beginning of the two most recently completed financial years and ending on the date of resignation; and
e) there has been no “reportable event”, as defined in Section 4.11(1) of NI-51-102.

Dated February 21, 2025

Elixxer Ltd.

BY THE ORDER OF THE BOARD OF DIRECTORS OF ELIXXER LTD

Name: Fiona Fitzmaurice
Title: Chief Financial Officer

MS PARTNERS LLP
CHARTERED PROFESSIONAL ACCOUNTANTS

February 24, 2024

Mr. Charles Sung, CPA, CA
CAN Partners LLP
7030 Woodbine Ave, Suite 405
Markham, ON
L3R 6G2

Re: Elixxer Ltd.

Dear Mr. Sung:

We are not aware of any circumstances you should take into account that might influence your decision on whether or not to accept the appointment.

We are not aware of any ongoing business or other relationships between MS Partner LLP and Elixxer Ltd.

Sincerely,

Signed
MS Partners LLP
MS Partners LLP

500 Danforth Ave., Suite 303
Tel: 416-224-5777
Toronto, ON, M4K 1P6
www.mspartners.ca

CAN Partners LLP
Chartered Professional Accountants
PUBLIC ACCOUNTANTS and ADVISORS

February 24, 2025

To: British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Manitoba Securities Commission
Autorité des marchés financiers

Dear Sirs/Mesdames:

Re: Notice of Change of Auditors (the "Notice") – Elixxer Ltd.

We have read the Notice dated February 21, 2025 (the "Notice"), delivered to us pursuant to National Instrument 51-102 – Continuous Disclosure Obligations and, based on our knowledge of the information at this time, we agree with each statement contained in the Notice, other than statements (a), (c), and (e) on which we have no basis to agree or disagree.

Yours truly,

CAN Partners LLP

CAN Partners LLP
Chartered Professional Accountants
Licensed Public Accountants

Cc: The Board of Directors, Elixxer Ltd.

APPENDIX C
ELIXXER INC.
ADDITIONAL DISCLOSURE

Pursuant to MI 61-101, in connection with the Debt Settlement, the Company is required to include in this Circular certain additional disclosure prescribed by Form 62-104F2 – Issuer Bid Circular to the extent applicable to the Debt Settlement (and with necessary modifications). This additional disclosure, as required pursuant to MI 61-101, is set out below.

Trading Data

The Common Shares trade on the TSXV under the trading symbol "ELXR.H". The closing price of the Common Shares on the TSXV on November 20, 2025, the last trading day prior to the date of this Circular, was $0.07.

The following table sets forth the price range and trading volume of the Common Shares on the TSXV, on a monthly basis, during the six-month period prior to the date of this Circular:

Month	High ($)	Low ($)	Volume
June 2025	-	-	-
July 2025	0.30	0.01	108,773
August 2025	0.13	0.09	53,335
September 2025	0.10	0.07	33,890
October 2025	0.125	0.07	76,856
November 1, 2025 to November 20, 2025	0.09	0.07	26,690

Ownership of Securities of the Company

To the of the Company, the following table sets forth, as of the date of this Circular, the number and percentage of securities of the Company beneficially owned or over which control or direction is exercised:

(a) by each director and officer of the Company; and
(b) after reasonable inquiry, by

(i) each associate or affiliate of an insider of the Company;
(ii) each associate or affiliate of the Company;
(iii) an insider of the Company, other than a director or officer of the Company; and
(iv) each person acting jointly or in concert with the Company.

Name	Position Held with Company	Number and Percentage of Shares^{(1)}
Jayahari (Jay) Balasubramaniam	Director	Nil

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C-2

Alexey (Alex) Kanayev	Chairman and Director	Nil
Mark E. Romano	Director	Nil
Edward Milewski	Director	Nil
Karim Mecklai	Chief Executive Officer	Nil
Fiona Fitzmaurice	Chief Financial Officer	Nil

Notes:
(1) Based on the 11,338,887 Common Shares being issued and outstanding as of the date of this Circular.

Commitments to Acquire Securities of the Company

Other than in respect of the Debt Settlement, there are no agreements, commitments or understandings made by the Company or, to the knowledge of the Company, by any person referred to in the table above under the heading "Ownership of Securities of the Company" to acquire securities of the Company, and the terms and conditions of those agreements, commitments or understandings.

Material Changes in the Affairs of the Company

As at the date of this Circular, except in respect of the Debt Settlement, the Company does not have any plans or proposals for material changes in the affairs of the Company, including, for example, any material contract or agreement under negotiation, any proposal to liquidate the issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it or to make any material changes in its business, corporate structure (debt or equity), management or personnel.

Previous Purchases and Sales

No Common Shares have been purchased or sold by the Company during the 12 months preceding the date of this Circular.

Previous Distributions

Except as set forth in the table below, there have been no Common Shares distributed by the Company during the five (5) years preceding the date of this Circular.

Date	Type of Security	Price per Security	Aggregate Proceeds ($)
June 28, 2021	Common Shares (1)	$0.015	$7,312,620
May 25, 2022	Common Shares (2)	$1.08	$ 694,999.44

Notes:
(1) In connection with a debt settlement, the Company settled an aggregate of $7,312,620 through the issuance of 487,508,000 Common Shares.
(2) In connection with a $4,000,000 loan, the Company issued AIP an aggregate of 643,518 Common Shares as a loan bonus.

Dividends

The Company has not declared or paid any dividends or distributions on its Common Shares or other securities in the two (2) years preceding the date of this Circular and it is not contemplated that any dividends will be paid in the immediate or foreseeable future. Currently, the Company anticipates that it will retain any funds to finance

expansion and development of its business. Any future determination to pay dividends or distributions will be at the discretion of the Board and will depend upon the results of operations, financial condition, current and anticipated cash needs, contractual restrictions, restrictions imposed by applicable law and other factors that the directors of the Company deem relevant.

Expenses of the Offering

It is estimated that the expenses incurred by the Company in connection with the Debt Settlement will be approximately $10,000.

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AI assistant

Elixxer Ltd. — Proxy Solicitation & Information Statement 2025

45493_rns_2025-11-25_9991f6c8-2318-4f30-a7e7-9477def8dd51.pdf

NOTICE-AND-ACCESS

Websites Where Meeting Materials Are Posted:

How to Obtain Paper Copies of the Meeting Materials

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PARTICULARS OF MATTERS TO BE ACTED UPON

1. RECEIPT OF FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

3. APPOINTMENT OF AUDITOR

4. AMENDMENT TO THE ARTICLES OF THE COMPANY – NAME CHANGE

5. AMENDMENT TO ARTICLES – CONSOLIDATION

6. RE-APPROVAL OF STOCK OPTION PLAN

Description of the Stock Option Plan

7. APPROVAL OF DEBT SETTLEMENT

Background

Information Concerning AIP

Shareholder Approval of the Debt Settlement

Related Party Transaction Approval

Prior Valuations / Prior Offers

Additional Disclosure

Board Approval of the Debt Settlement

Resolution Approving the Debt Settlement

"BE IT RESOLVED THAT:

8. APPROVAL OF VOLUNTARY DELISTING FROM TSXV

"BE IT RESOLVED THAT:

Stock Options and Other Compensation Securities

Stock Option Plan and other Incentive Plans

Employment, Consulting and Management Agreements

Karim Mecklai – Chief Executive Officer

Fiona Fitzmaurice – Chief Financial Officer

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Principles of Executive Compensation

Base Salary

Annual Incentives

Compensation and Measurements of Performance

Long Term Compensation

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Exemptions in NI 52-110

Pre-Approval Policies and Procedures

Audit Fees

REPORT ON GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Diversity of the Board and Senior Management

Diversity of the Board and Senior Management

Director Term Limits and Other Mechanism of Board Renewal

Quotas or Targets for Representation of Designated Groups on the Board and among Senior Management

Representation of Designated Groups among Board and Senior Management

Other Board Committees

Assessments

OTHER MATTERS

5. Duties of the Audit Committee

(a) Oversight of Financial Information and Reporting

(b) Relationship with External Auditor

(c) Pre-Approval of Non-Audit Services

Elixxer Ltd. Proxy Solicitation & Information Statement 2025