Faction Investment Group Corp. — Proxy Solicitation & Information Statement 2025

May 21, 2025

FACTION INVESTMENT GROUP CORP.
4309 Maple Street
Vancouver, BC V6J 3V9
Telephone: (778) 945-3948

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders of Faction Investment Group Corp. (the "Company") will be held at the offices of Cozen O'Connor LLP, Bentall 5, 550 Burrard Street, Suite 2501, Vancouver, BC V6C 2B5, on Tuesday, June 17, 2025, at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

(1) to receive the audited financial statements of the Company for the fiscal year ended November 30, 2024, and the accompanying report of the auditors;
(2) to set the number of directors of the Company at three (3);
(3) to elect Craig Rollins, Brandon Bonifacio and Christopher Mackay as directors of the Company;
(4) to appoint Dale Matheson Carr-Hilton LaBonte LLP as the auditors of the Company for the fiscal year ending November 30, 2025 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending November 30, 2025;
(5) to consider and, if thought fit, to pass an ordinary resolution to re-approve the Company's Stock Option Plan, as described in the accompanying information circular (the "Information Circular"); and
(6) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Information Circular provides additional 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 Meeting.

The board of directors of the Company has fixed May 8, 2025 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

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If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 15th day of May, 2025.

By Order of the Board of Directors of

FACTION INVESTMENT GROUP CORP.

"Jeffrey Uppal"

Jeffrey Uppal

Chief Executive Officer

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.