Four Arrows Capital Corp. — Proxy Solicitation & Information Statement 2024

Nov 15, 2024

FOUR ARROWS CAPITAL CORP.

1700 – 666 Burrard Street, Vancouver British Columbia, V6C 2X8

MANAGEMENT INFORMATION CIRCULAR

(As at November 6, 2024 except as otherwise indicated)

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MANAGEMENT SOLICITATION

This information circular (the “Circular”) is furnished to you in connection with the solicitation of proxies by management of Four Arrows Capital Corp. (“we”, “us”, “Four Arrows” or the “Company”) for use at the annual and special general meeting (the “Meeting”) of shareholders of the Company (“Shareholders”) to be held at 10:00 am (Vancouver time) on Monday, December 16, 2024 and at any adjournment of the Meeting. We will conduct the solicitation by mail, and our officers, directors and employees may, without receiving special compensation, contact Shareholders by telephone, electronic means, or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse Shareholders, nominees, or agents for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

GENERAL PROXY INFORMATION Appointment of Proxyholders

The persons named as proxyholders in the enclosed form of proxy are the Company’s directors or officers. As a Shareholder, you have the right to appoint a person or company (who need not be a Shareholder) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

Voting by Proxy

The persons named in the accompanying form of proxy will vote or withhold from voting the shares represented by the proxy in accordance with your instructions, provided your instructions are clear. If you have specified a choice on any matter to be acted on at the Meeting, your shares will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your shares will be voted in favour of all matters.

The enclosed form of proxy gives the persons named as proxyholders discretionary authority regarding amendments to or variations of matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting. As of the date of this Circular, our management is not aware of any such amendment, variation or other matter proposed or likely to come before the Meeting. However, if any amendment, variation or other matter properly comes before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgment.

You may indicate the manner in which the persons named in the enclosed proxy are to vote on any matter by marking an “X” in the appropriate space. If you wish to give the persons named in the proxy a discretionary authority on any matter described in the proxy, then you should leave the space blank. In that case, the proxyholders nominated by management will vote the shares represented by your proxy in accordance with their judgment.

Voting Instructions

Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the

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Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company’s transfer agent as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which they beneficially own. Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

Every nominee has its own instructions on how to return your voting instruction form, but generally you can submit your form by: (i) mail by completing the enclosed voting instruction form, signing and returning it in the envelope provided; (ii) by fax to the number on the form; or (iii) online – please see the enclosed voting instructions form for details.

Completion and Return of Proxy

You must deliver the completed form of proxy to the office of the Company’s registrar and transfer agent, Endeavor Trust Corporation (contact information below), by Thursday, December 12, 2024 at 10:00 am (Vancouver time), which is not less than 48 hours (Saturdays, Sundays, and holidays excepted) before the scheduled time of the Meeting (or any adjournment, as applicable).

Mail:		Endeavor Trust Corporation Suite 702, 777 Hornby Street, Vancouver, BC V6Z 1S4
Fax:		Within North America: (604)-559-8908
Toll-Free Phone:		1-888-787-0888
Email:		proxy@endeavortrust.com

Non-Registered Holders

Only Shareholders whose names appear on our records or validly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are “non-registered” Shareholders because their shares are registered in the name of a nominee, such as a brokerage firm, bank, trust company, trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan or a clearing agency such as CDS Clearing and Depository Services Inc. (a “ Nominee ”). If you purchased your shares through a broker, you are likely a non-registered Shareholder.

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

Non-registered Shareholders who have not objected to their Nominee disclosing certain ownership information about themselves to us are referred to as “ NOBOs ”. Those non-registered Shareholders who have objected to their Nominee disclosing ownership information about themselves to us are referred to as “ OBOs ”.

In accordance with securities regulatory requirements under National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer , we will have distributed copies of the Notice of Meeting, this Circular, and the form of proxy (the “ Meeting Materials ”) directly to the Nominees for onward distribution to NOBOs and OBOs.

Nominees are required to forward the Meeting Materials to each Beneficial Owner unless the Beneficial Owner has waived the right to receive them. Management intends to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials, and Form 54-101F7 - Request for Voting Instructions Made by Intermediary and that in the case of an OBO, the objecting beneficial owner will receive these materials.

Shares held by Nominees can only be voted in accordance with the instructions of the non-registered Shareholder. Meeting Materials sent to non-registered Shareholders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a “ VIF ”). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a non-registered Shareholder is able to instruct the registered shareholder (or Nominee) how to vote on behalf of the nonregistered Shareholder. VIFs, whether provided by the Company or by a Nominee, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit non-registered Shareholders to direct the voting of the shares they beneficially own. Should a non-registered holder who receives a VIF wish to attend the Meeting or have someone else attend on his or her behalf, the non-registered holder may request a legal proxy as set forth in the VIF, which will grant the non-registered holder or his/her nominee the right to attend and vote at the Meeting. Non-registered Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

BENEFICIAL HOLDERS

The Company’s objecting beneficial owners (“ OBOs ”) can expect to be contacted by Broadridge or their brokers or their broker’s agents as set out above. The Company intends to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs.

Revocability of Proxy

If you are a registered Shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by either:

• (a) signing a proxy bearing a later date; or

• (b) signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy.

The later proxy or the notice of revocation must be delivered to the office of the Company's registrar and transfer agent at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment or postponement thereof.

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If you are a non-registered Shareholder who wishes to revoke a proxy authorization form or VIF or to revoke a waiver of your right to receive Meeting Materials and to give voting instructions, you must give written instructions to your Nominee in accordance with such Nominee's instructions.

Notice of the Meeting was posted on the Company's SEDAR+ profile on October 10, 2024.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

For the purposes of this Information Circular, “informed person” means:

• (a) a director or executive officer of the Company;

• (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

• (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and

• (d) the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or senior officer of the Company since the commencement of the Company’s last completed financial year, or of any nominee for election as a director, or of any associate or affiliate of any of such persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value (each, a “ Share ”), of which 13,099,664 Shares were issued and outstanding as of the record date, being November 6, 2024 (the “ Record Date ”). The Company has only one class of shares, the Shares.

Persons who are registered Shareholders at the close of business on the Record Date will be entitled to receive notice of, attend and vote at the Meeting. On a show of hands, every Shareholder and proxyholder will have one vote and, on a poll, every Shareholder present in person or represented by proxy will have one vote for each Share. In order to approve a motion proposed at the meeting, a majority of more than 50% of the votes cast will be required to pass an ordinary resolution.

To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, no person or company beneficially owns directly or indirectly, controls, or directs shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company other than:

		Percentage of Outstanding Shares
Name of Shareholder	Number of Shares
CD& & Co.(1)	6,422,999	49.03%
Alex Lyamport	4,200,000	32.06%

Notes

(1) The beneficial shareholders represented by this registered holder(s) are unknown.

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EXECUTIVE COMPENSATION

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers , pursuant to which 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 other most highly compensated executive officer of the Company whose total compensation was more than $150,000 as at September 30, 2023 (collectively, the “ Named Executive Officers ”“) and for the directors of the Company. During the financial year ended September 30, 2023, the Company had two Named Executive Officers: Alex Lyamport and Jaisun Garcha.

Summary Compensation Table

The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.

Table of Compensation Excluding Compensation Securities

The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.	The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.	The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.	The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.	The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.	The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.	The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.	The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended September 30, 2023 and September 30, 2022 respectively.
Table of Compensation Excluding Compensation Securities
Name and Principal Position	Year (1)	Salary or Consulting Fee ($)	Bonus ($)	Committee Fees ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compen- sation ($)
Alex Lyamport (2) CEO, Corporate Secretary and Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Altaf Nazerali (4) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Leon Alexander Beker (6) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Jaisun Garcha(3) Former CFO	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Robert Kiesman (5) Former Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes

(1) Financial year end is September 30 of the corresponding year.

(2) Mr. Lyamport was appointed as CEO of the Company on September 18, 2020 and was appointed as a director of the Company on September 19, 2020.

(3) Mr. Garcha was appointed as CFO of the Company on September 18, 2019 and resigned on June 17, 2024.

(4) Mr. Nazerali was appointed as a director of the Company on February 21, 2019.

(5) Mr. Kiesman was appointed as a director of the Company on September 19, 2020 and resigned December 20, 2022. (6) Mr. Beker was appointed as a director of the Company on December 12, 2022.

No director was compensated for his or her services as a director during the years ended September 30, 2023 and 2022.

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INCENTIVE PLAN AWARDS

The following table discloses the particulars of all compensation securities granted or issued to each Named Executive Officer and each director during the financial year ended September 30, 2023. No compensation securities were repriced, cancelled and replaced, extended, or otherwise materially modified in the year ending September 30, 2023.

Stock Options and other Compensation Securities

Stock Options and other Compensation Securities	Stock Options and other Compensation Securities	Stock Options and other Compensation Securities	Stock Options and other Compensation Securities	Stock Options and other Compensation Securities	Stock Options and other Compensation Securities	Stock Options and other Compensation Securities	Stock Options and other Compensation Securities
		Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensatio n Securities, Number of underlying securities, and percentage of class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Alex Lyamport CEO, Corporate Secretary and Director	Stock Options(2)(3)	308,825(1)(5) 96,157(1) 3.09%(4)	February 25, 2021 May 24, 2023	0.06 0.055	N/A 0.05	0.035	February 25, 2026 May 24, 2033
Altaf Nazerali Director	Stock Options(2)(3)	216,176(1)(5) 89,394(1) 99,412(1) 3.09%(4)	February 25, 2021 April 16, 2021 May 24, 2023	0.05 0.14 0.05	N/A 0.15 0.05	0.035	February 25, 2026 April 16, 2031 May 24, 2033
Leon Alexander Beker Director	Stock Options(2)(3)	250,000(1) 1.91%(4)	Mau 24, 2023	0.055	0.05	0.035	May 24, 2033
Jaisun Garcha(6) Former CFO	Stock Options(2)(3)	185,294(1)(5) 4,706(1) 60,000(1) 1.91%(4)	February 25, 2021 April 16, 2021 May 24, 2023	0.05 0.14 0.05	N/A 0.15 0.05	0.035	February 25, 2026 April 16, 2031 May 24, 2033

Notes

• (1) All of the Stock Options vested on the date of grant.

• (2) Under the terms of the Stock Option Plan (as defined herein), all Shares acquired on exercise thereof prior to the completion of a “Qualifying Transaction” (as such term is defined in the policies of the TSX Venture Exchange (“ TSXV ”)) by the Company must be deposited in escrow with Endeavour Trust Corporation as escrow agent and will be subject to escrow until a final TSXV bulletin is issued following closing of the Qualifying Transaction.

• (3) Under the terms of the Stock Option Plan, the Stock Options granted to a holder who does not continue as a director, officer or technical consultant of the resulting issuer following the completion of the Qualifying Transaction will expire on the later of 12 months after the completion of the Qualifying Transaction and 90 days following cessation of such holder's position with the Company.

• (4) The percentage is calculated by dividing the number of Shares each individual holds on September 30, 2023 by the total issued and outstanding Shares of the Company on September 30, 2023 after the market closed, which was equal to 13,099,664 Shares.

• (5) The Board resolved to grant and price these options on January 13, 2021, with the final number of options subject to the grant to be finalized based on the size of the Company’s Initial Public Offering, which had not then been determined.

• (6) Resigned June 17, 2024

During the financial year ended September 30, 2023, no compensation securities were exercised by any Named Executive Officer or director of the Company.

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Pension Plan Benefits

The Company does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following, or in connection with retirement.

Stock Option Plan

The Company is asking Shareholders to consider, and if thought advisable, approve the proposed Stock Option Plan (the “ Stock Option Plan ”) by ordinary resolution at the Meeting. For a description of the material terms of the Stock Option Plan, see “ Particulars of Matters To Be Acted Upon - Approval of Stock Option Plan ”.

Material Terms of Agreements with Named Executive Officers

Management functions of the Company are not, to any substantial degree, performed by anyone other than by Named Executive Officers or directors of the Company.

The Company is currently listed on the TSXV as a capital pool company (a “ CPC ”). As required under TSXV Policy 2.4 (the “ CPC Policy ”), the Company currently makes no compensation payments to its Named Executive Officers or directors.

Accordingly, there were no formal agreements or arrangements in place under which compensation was provided to any Named Executive Officer or director during the most recently completed financial year or is payable in respect of services provided to the Company performed by a director or Named Executive Officer; or performed by any other party but are services typically provided by a director or a Named Executive Officer.

Similarly, the Company has no contracts, agreements, plans or arrangements that provide for payments to a Named Executive Officer or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or its subsidiaries, or a change in responsibilities of the Named Executive Officer or director following a change in control.

Oversight and Description of Director and Named Executive Officer Compensation

Given the limited nature of its activities, the Company does not have a formal compensation committee at his time. In addition, as required under the CPC Policy, the Company currently makes no compensation payments to its Named Executive Officers or directors. However, the board of directors of the Company (the “ Board ”) is responsible for administering compensation policies related to the executive management of the Company, including option-based awards.

Compensation of Named Executive Officers and Directors

As required under the CPC Policy, the Company currently makes no compensation payments to its executive officers or directors. To date, the directors have not yet established any formal objectives, criteria, or benchmark analyses for executive compensation. Following completion of a Qualifying Transaction (as such term is defined in the policies of the TSXV) by the Company, the directors will review the levels of compensation for Named Executive Officers and directors and implement and adopt an appropriate philosophy and system for compensation based on the nature and extent of its business at that time. In the future, total compensation for Named Executive Officers and directors may include base salary or a management fee and long-term incentive stock options (each a “ Stock Option ”).

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of September 30, 2023 regarding the number of Shares to be issued pursuant to the Stock Option Plan.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	1,309,964	$0.06	2
Equity compensation plans not approved by securityholders(1)	Nil	Nil	Nil
Total	1,309,964		2

Notes

(1) The Board approved the Stock Option Plan on November 6, 2024. The Stock Option Plan must be adopted by the Shareholders and must be re-approved by the Shareholders annually pursuant to the policies of the TSXV. See “ Particulars of Matters To Be Acted Upon – Approval of Stock Option Plan ”.

On November 6, 2024, the Board approved certain amendments to the Stock Option Plan to bring the Stock Option Plan into compliance with the new Policy 4.4 of the TSXV, adopted on November 24, 2021, which sets out a new framework for security based compensation for venture issuers. The TSXV has conditionally approved the Stock Option Plan. At the Meeting, shareholders will be asked to consider and, if thought fit, to pass an ordinary resolution approving the Stock Option Plan. If the Stock Option Plan is approved by shareholders at the Meeting, the Stock Option Plan will become the Company's stock option plan and the Company will no longer issue options pursuant to the terms of the Plan and will instead be authorized to grant options pursuant to the terms of the Stock Option Plan. The Stock Option Plan and the requirements for approval are more particularly described under “ Particulars of Matters to be Acted On – Approval of the Stock Option Plan ”.

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No person who is or at any time since the commencement of the Company's last completed financial year was a director, executive officer or senior officer of the Company, and no associate of any of the foregoing persons has been indebted to the Company at any time since the commencement of the Company's last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company, other than as disclosed in this Circular. An “informed person” means:

• (a) a director or executive officer of the Company;

• (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

• (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a

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combination of both carrying more than 10% of the voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and

• (d) the Company if it has purchased, redeemed, or otherwise acquired any of its securities, so long as it holds any of its securities.

MANAGEMENT CONTRACTS

Management functions of the Company are substantially performed by directors or executive officers of the Company and not to any substantial degree by any other person with whom the Company has contracted.

CORPORATE GOVERNANCE

The Company is currently listed on the TSXV as a CPC and currently has no assets, other than cash, and does not have an active business other than the identification and assessment of potential “qualifying transactions”. National Instrument 58-201 – Corporate Governance Guidelines (“ NI 58-201 ”) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines. However, the Board considers that many of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 – Corporate Governance Disclosure mandates disclosure of corporate governance practices which disclosure is set out below. Upon completion of a Qualifying Transaction, the Company will reassess its corporate governance practices and the guidelines promulgated by NI 58-201.

Board Composition and Responsibilities

The Board, at present, is composed of three (3) directors, one of whom is an executive officer of the Company and two (2) of whom are considered to be “independent”, as that term is defined in applicable securities legislation. Mr. Altaf Nazerali and Mr. Leon Alexander Beker are considered to be independent directors. Mr. Alex Lyamport, CEO and Corporate Secretary, by reason of his office, is not. In determining whether a director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to, interfere with the director's ability to objectively assess the performance of management.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The size of the Company is such that all the Company's operations are conducted by a small management team which is also represented on the Board. The Board considers that management is effectively supervised by the Board.

Directorships

Mr. Lyamport is a director and CFO of Navigation Acquisition Corp. (TSXV: NAQ). Unless otherwise stated herein, none of the directors of the Company are also directors of other reporting issuers (or the equivalent) in a jurisdiction or a foreign jurisdiction.

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for new directors. As required, new directors will have the opportunity to become familiar with the Company by meeting with the other directors and executive officers. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board.

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Ethical Business Conduct

The Board does not consider a formal policy necessary at this stage of the Company's development, but views good corporate governance as an integral component to the success of the Company and to meet responsibilities to the Shareholders.

Nomination of Directors

The Board has not appointed a nominating committee because the Board fulfills these functions. The Board periodically reviews suggestions from existing directors regarding potential changes to the Board.

Compensation

The Company is currently listed on the TSXV as a CPC and is therefore prohibited from making payments to its directors and officers as remuneration (e.g., salaries, consulting fees, management contract fees and directors' fees) until completion of a Qualifying Transaction. Accordingly, the Board does not consider it necessary or useful at this stage of the Company's development to take any steps to determine compensation for its directors and executive officers.

Committees of the Board

The Board has appointed an Audit Committee, the current members of which are Leon Alexander Beker, Altaf Nazerali, and Alex Lyamport . The Board has determined that additional committees are not necessary at this stage of the Company's development.

Assessments

The Board has not, as yet, adopted formal procedures for assessing the effectiveness of the Board, its committees or individual directors. The relatively small size of the Company enables the Board to satisfy itself that individual directors are performing effectively. As the Company grows, the Board will consider adopting formal procedures for evaluating director and committee performance.

AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees (" NI 52-110 ") reporting issuers are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee's Charter, composition of the Committee, and the fees paid to the external auditor. The Company provides the following disclosure with respect to its Audit Committee:

Following the completion of the Meeting, the Audit Committee will be composed of Leon Alexander Beker (chair), Altaf Nazerali and Alex Lyamport. Leon Alexander Beker and Altaf Nazerali will be independent and all of the members of the Audit Committee are “financially literate”. Under this heading, the Company is including the disclosure required by Form 52-110F2 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”).

The Board and management will ensure that the Audit Committee has adequate funding to fulfill its duties and responsibilities.

The Audit Committee's Charter

Mandate

The primary function of the Audit Committee (the " Audit Committee ") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial

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reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

•  Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.

•  Review and appraise the performance of the Company’s external auditors.

•  Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

Relevant Education and Experience

Member	Independent/ Not Independent(1)	Financially Literate/ Not Financially ~~(1)~~	Relevant Education and Experience
Leon Alexander Beker	Independent	~~Lit~~ ~~t~~ Financially Literate	Mr. Beker's significant experience in business operations, coupled with his proficiency in reading and comprehending financial statements, positions him well for a role on the Audit Committee. His comprehensive background includes over 25 years in management and business development, starting from Wall Street to leading strategic growth initiatives at Atlas Private Wealth Advisors. This wealth of experience reflects a solid foundation in financial operations and a keen understanding of financial reporting, both of which are highly relevant skills for effective participation in an Audit Committee.
Altaf Nazerali	Independent	Financially Literate	Altaf Nazerali has over 40 years of experience in capital markets, and the management of large-scale projects internationally. Mr. Nazerali was area manager for a consortium of Belgian construction and engineering companies developing large construction projects in North Africa and the Middle East for a variety of private and public clients. In the mid-80s, he was engaged in barter and countertrade for a range of physical commodities based in Luxembourg where he then founded a futures and commodity trading firm with operations in several European countries. Since the early 1990s, Mr. Nazerali has been involved with several companies that have gone public on stock exchanges in Canada, the US, and Europe. In 1991, he co- founded Valor Invest Ltd., a boutique providing financial services to a variety of private and public companies engaged in technology, internet, telecommunications, and the development of natural resource projects worldwide. In 1995, Mr. Nazerali founded Canbras Communications, an early entrant in the Brazilian subscription television business that migrated from the Vancouver Stock Exchange to the Toronto Stock Exchange and reached a market cap of $900 million. Mr. Nazerali was the CEO and founder of Multivision Communications which had Deutsche Bank, and Sandler Capital as stakeholders and which was subsequently sold to Millicom International. In 2012, CTF Technologies, another project that Mr. Nazerali was involved with that listed on the TSXV, was acquired by Fleetcor for US$180 million. Mr. Nazerali holds an MBA in Finance and International Business, and a BA in Economics and Oriental Humanities from Columbia University, New York. Mr. Nazerali intends to devote approximately 20% of his time on the Company's affairs.
Alex Lyamport	Not Independent	Financially Literate	Alex Lyamport has over 20 years of experience in origination, structuring and closing deals in media, technology, energy, consumer goods and agriculture in Central and Eastern Europe. Mr. Lyamport also has a significant understanding of East-West capital markets and cross-border M&A. From 2005 to 2009, Mr. Lyamport was the co- founder and director of iMusic TV GmbH, Germany’s second largest music television channel and multimedia group. Mr. Lyamport played active role in strategy and fundraising. From 2005 to 2012, he was the managing director of Link Capital, an Eastern European financial advisory firm. He has been a director at Navigator Principal Investors, LLC since 2014. Mr. Lyamport has been a director and CFO of Navigation Acquisition Corp. (TSXV: NAQ) since January 2018. Mr. Lyamport was involved with CIS Acquisition Ltd.’s regional mergers and acquisitions consultant when the company raised US$40,000,000 from US institutional and retail investors pursuant to its initial public offering. While working for CIS Acquisition, he provided advice and assistance in connection with the identification of target businesses and completion of the company’s business acquisition. Mr. Lyamport will devote 50% of his time, on average, to the affairs of the Company.

Notes

(1) As defined in NI 52-110 Audit Committees .

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Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemptions contained in Sections 2.4 or Part 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total amount of fees payable to the auditor in the financial year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Under s. 5 (b), (c) and (d) of Form 52-110F2, the Company has not relied on any of the following exemptions: (b) the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), (c) the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ) or (d) the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ).

Pre-Approval Policies and Procedures

The Company has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee will review the engagement of non-audit services as required.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company's external auditors in each of the last two fiscal years for audit and all other fees are as follows:

Financial Year End	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
September 30, 2023	16,192	Nil	1,350	Nil
September 30, 2022	12,750	Nil	1,250	Nil

Exemption

The Company is relying on the exemption provided in Section 6.1 of NI 52-110 by virtue of the fact that it is a venture issuer. Section 6.1 exempts the Company from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110 and allows for the short form of disclosure of audit committee procedures set out in Form 52-110F2 Disclosure by Venture Issuers and disclosed in this Circular.

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PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of the Financial Statements and Auditors' Report

The consolidated financial statements of the Company for the financial years ended September 30, 2023 and 2022 and the auditors' report thereon will be placed before the Shareholders at the Meeting.

If you wish to receive interim or annual financial statements from the Company, you are encouraged to send the enclosed return card to Endeavour Trust Company at the address set forth on the return card.

The Company's annual financial statements for the financial years ended September 30, 2023 and 2022 are also available under the Company's profile on SEDAR+ (www.sedarplus.ca).

Election of Directors

Directors are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he resigns or otherwise vacates office before that time.

Setting the Number of Directors

Under the Company's articles, the number of directors may be fixed or changed from time to time by ordinary resolution but must not be fewer than three. The Company is requesting that Shareholders consider and, if thought advisable, approve an ordinary resolution at the Meeting to set the number of directors of the Company at three (3) for the ensuing year. Unless you provide other instructions, the enclosed proxy will be voted for setting the number of directors of the Company at three (3) for the ensuing year.

Nominations and Voting

Unless you provide other instructions, the enclosed proxy will be voted for the nominees listed below, all of whom are presently members of the Board. Management does not expect that any of the nominees will be unable to serve as a director. If before the Meeting any vacancies occur in the list of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the Shares represented by the proxy for the election of any other person or persons as directors.

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Management Nominees

Management proposes to nominate the persons named in the table below for election as director. The information concerning the proposed nominees has been furnished by each of them as of the date of this Circular:

Name, Jurisdiction of Residence, and Present Office Held	Director Since	Number of Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction Is Exercised	Principal Occupation During the Past Five Years
Alex Lyamport(1) CEO, Corporate Secretary and Director Florida, USA	September 19, 2020	4,200,000	Mr. Lyamport has been a director of the Company since September 19, 2020 and CEO of the Company since September 18, 2020. Mr. Lyamport has been a director and Chief Financial Officer of Navigator Principal Investors, LLC from September 2014 to present.
Altaf Nazerali(1) Director BC, Canada	February 21, 2019	600,000	Mr. Nazerali has been a director of the Company since February 21, 2019. Mr. Nazerali has been self employed Financial Analyst from June 1991 to present.
Leon Alexander Beker(1) Director Florida, USA	December 12, 2022	200,000	Mr Beker is also Director of Business Development and Strategic Growth at Atlas Private Wealth Advisors, a $1B+ registered investment adviser, where Mr. Beker is leading the firm’s wealth- management acquisition and advisor recruitment strategy. Mr. Beker has more than 25 years of management and business-development experience and has been a senior executive and a serial entrepreneur working with thought leaders in transport, asset management, real estate, and government. Mr. Beker began his career on Wall Street, in asset custody at Morgan Stanley, before relocating to Switzerland for a metals-and-mining conglomerate, hedging aluminum options on the London Stock Exchange and handling capital transactions for the group’s portfolio. Returning to Wall Street, he quickly rose to head a leading proprietary equity trading desk as a licensed series 7, 55, and 63 trader. Mr. Beker subsequently spent a decade at SCM Group, Ukraine's largest private conglomerate, where he held several executive roles in real estate development and transport and was responsible for strategic growth and M&A. Leon later worked in the Ukrainian government alongside the World Bank and the International Finance Corporation advising on railroad reforms and integration, transport corridors and legislative initiatives. Mr. Beker earned a B.S. in business management from Webster University in Geneva and is a graduate of the Harvard Business School Executive Program in general management.

Notes

(1) Denotes a member of the Audit Committee following the Meeting.

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Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, except as described below, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity.

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

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

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

To the knowledge of the Company, no director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

No proposed director of the Company (or any of their personal holding companies) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Re-appointment of Auditor

Unless you provide other instructions, the enclosed proxy will be voted for the re-appointment of Manning Elliott LLP, Chartered Professional Accountants, of 1700 – 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3, as the Company's auditor to hold office until the next annual general meeting. We propose that the Board be authorized to fix the remuneration to be paid to the auditor. Manning Elliott LLP was first appointed the Company's auditor by the Board in September 2020.

The Company's Audit Committee recommends the appointment of Manning Elliott LLP, Chartered Professional Accountants, of Vancouver, British Columbia, as the Company's auditor to hold office until the Company's next annual general meeting.

Approval of the Stock Option Plan

The Board of Directors is proposing the Company’s existing Stock Option Plan (the “Stock Option Plan” ) which was approved by the shareholders at the 2023 Annual General Meeting held on December 22, 2023 for re-approval by the Shareholders at the 2024 Meeting.

The intention of management with the Stock Option Plan is to give Eligible Persons (defined below) the opportunity to participate in the success of the Company by granting them Stock Options, thereby giving them an ongoing proprietary interest in the Company.

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The Stock Option Plan is a rolling plan, with the Company authorized to reserve a maximum of 10% of the issued and outstanding share capital at any time. As a result, any increase in the number of issued and outstanding Shares will result in an increase in the number of Shares available for issuance under the Stock Option Plan.

There are additional restrictions on grants of Stock Options while the Company is a CPC. Please see " Approval of Stock Option Plan - CPC Restrictions " below.

Terms of the Stock Option Plan

Shareholders may obtain copies of the Stock Option Plan from the Company before the Meeting on written request. The following is a summary of the material terms of the Stock Option Plan, qualified in its entirety by the Stock Option Plan. Defined terms used in this summary but not otherwise defined herein, shall have the meanings given to them in the Stock Option Plan.

Number of Shares Reserved: The number of Shares reserved for issuance under the Stock Option Plan shall not exceed 10% of the number of Shares outstanding (on a non-diluted basis) at any time.

Administration: The Stock Option Plan will be administered by the Board.

Eligible Persons: Stock Options may only be issued to directors, senior officers, employees, management company employees and consultants engaged by the Company or any of its subsidiaries. Such persons and entities are referred to herein as " Eligible Persons ".

Board Discretion: The number of Shares subject to each Option, the exercise price, the expiry time, the extent to which such Option is exercisable, and other terms and conditions relating to such Option will be determined by the Board.

Maximum Term of Options: Options granted under the Stock Option Plan will be for a term not exceeding ten (10) years from the date of grant.

Maximum Options per Person:

• The maximum number of Shares reserved for issuance to any one Optionee pursuant to Options granted under the Stock Option Plan during any 12-month period may not exceed 5% (or, in the case of a consultant, 2%) of the issued and outstanding Shares, calculated as at the date of the grant of options.

• The number of Shares reserved for issuance to Optionees who are engaged in Investor Relations Activities is limited to an aggregate of 2% of the issued and outstanding Shares, calculated as at the date of the option grant.

No Assignment: Options may not be assigned or transferred.

Termination Before Expiry: Generally, Stock Options will expire and terminate on a date stipulated by the Board at the time of grant. If the employment of an Optionee who is an Eligible Person is terminated for cause, such Optionee's Stock Options (vested or unvested) will terminate on the day of termination. If an Optionee dies, the Options of the deceased Optionee will be exercisable by his/her estate for a period not exceeding 12 months following the date of the deceased Optionee's death or on the expiry of such Options, whichever is earlier. If an Optionee ceases to become an Eligible Person by virtue of Disability, the Options of such Optionee will be exercisable for a period not exceeding 12 months following the date of Disability of such Optionee or on the expiry of such Options, whichever is earlier. If the employment of an Optionee who is an Eligible Person is terminated without cause, due to voluntary resignation or retirement, such Optionee's Options then outstanding will be exercisable at any time up to the later of 12 months following

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the completion of the Qualifying Transaction and 180 days after the Optionee ceases to be an Eligible Person.

Exercise Price: Subject to any adjustments made pursuant to the Stock Option Plan, Options granted under the terms of the Stock Option Plan will be exercisable at a price that is not less than the greater of the IP Share price and the Discounted Market Price. For greater certainty and notwithstanding the above, in no case the exercise price of Options shall be less than $0.05 per Share.

Full Payment for Shares: The Company will not issue Shares pursuant to Stock Options granted under the Stock Option Plan unless and until those Shares have been fully paid for.

Reduction of Exercise Price: The exercise price of Stock Options granted to Insiders may not be decreased without Disinterested Shareholder Approval.

Cashless Exercise: The holder of an Option may exercise such Option on a Cashless Exercise basis in accordance with TSXV Policy 4.4, provided that the Company has entered into an agreement with a brokerage firm to facilitate such Cashless Exercise.

Exchange Hold Period: Options granted with an Option Price at a discount to the Market Price, or granted to directors, officer, Promoter, Consultants of the Company or persons holding securities carrying more than 10% of the voting rights and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company are subject to the Exchange Hold Period.

Special Distribution: Subject to the prior approval of the Exchanges, the Company may issue by way of a dividend or otherwise distributes to the shareholders shares of the Company, any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or rights, options or warrants provided that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a "Special Distribution").

Change of Control: If a Change of Control occurs, all Option Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in whole or in part by the Optionee, subject to the approval of the Exchanges, if necessary.

Termination of Plan: The Company may terminate the Stock Option Plan at any time provided that no such termination shall in any manner adversely affect any Option previously granted to an Optionee under the Stock Option Plan.

CPC Restrictions

Pursuant to the CPC Policy, prior to the completion of the Qualifying Transaction, certain additional restrictions respecting the grant of Stock Options apply to the Company:

• Other than directors and officers of the Company, Stock Options may only the issued to technical consultants required to assist the Company in reviewing a potential Qualifying Transaction. The number of Shares reserved for issuance to all technical consultants may not exceed 2% of the issued and outstanding Shares.

• The total number of Shares reserved for issuance to any individual director or officer may not exceed 5% of the issued and outstanding Shares.

• The Company shall not grant Stock Options to any person providing Investor Relations Activities, promotional or market-making services.

• No Stock Option may be exercised before the completion of the Qualifying Transaction, unless the Optionee agrees in writing to deposit the Shares acquired into escrow until the issuance of the Final Exchange Bulletin.

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• Stock Options granted to any Optionee that does not continue as a director, officer, technical consultant or Employee of the resulting issuer following completion of the Qualifying Transaction, shall have a maximum term of the later of 12 months after the completion of the Qualifying Transaction and 90 days after the Optionee ceases to become a director, officer, technical consultant or Employee of such resulting issuer.

• Incentive Stock Options, prior to the Completion of the Qualifying Transaction, the Option Price under each Option shall be not less than: (i) the lowest price at which Seed Shares were issued by the Company prior to closing of the IPO; and (ii) the Discounted Market Price on the Grant Date."

The TSXV requires that any amendments to the Stock Option Plan or outstanding options must be approved by the TSXV and, in some cases, by the "disinterested shareholders" of the Company prior to becoming effective. For example, any proposed extension of the exercise term or decrease in the exercise price of options held by insiders must be approved by the "disinterested shareholders" and accepted by the TSXV. "Disinterested shareholders" are holders of outstanding common shares entitled to vote and represented in person online or by proxy, excluding votes attaching to outstanding common shares beneficially owned by insiders of the Company to whom shares may be issued pursuant to the Stock Option Plan and associates of such insiders. Accordingly, at the Meeting, shareholders will be asked to consider and, if thought fit, to pass an ordinary resolution approving the Amendments. If the Amendments are approved by shareholders, the Amended Plan will supersede and replace the Stock Option Plan. All of the options granted under the Stock Option Plan as of the date of this Circular will continue to be governed by the Stock Option Plan. In the event that shareholders do not approve the Amendments at the Meeting, the Plan (if such plan is approved by shareholders at the Meeting) will remain in effect without the Amendments. The Amendments and the requirements for approval are more particularly described under " Particulars of Matters to be Acted On – Amendments to the Stock Option Plan ".

At the Meeting, Shareholders will be asked to pass an ordinary resolution approving the Stock Option Plan in the following form:

" BE IT RESOLVED , as an ordinary resolution, that the Company's Stock Option Plan is approved, including the reserving for issuance under the Stock Option Plan at any time of a maximum of 10% of the issued and outstanding common shares of the Company, subject to regulatory approval, all as more particularly described in the Company's information circular dated November 6, 2024."

The Board recommends that the shareholders vote "FOR" approval and ratification of the Stock Option Plan. Unless you provide other instructions, the enclosed proxy will be voted for approval of the Stock Option Plan.

A copy of the Stock Option Plan will be made available to the shareholders upon written request to the Company.

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OTHER MATTERS

Management does not know of any other matters to come before the Meeting other than those referred to in the Notice of Meeting and further described in this Circular. Should any other matters properly come before the Meeting, the Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on its SEDAR+ profile at www.sedarplus.ca. Shareholders may contact the Company at 604-889-4790 to request that copies be sent to them by mail of the Company's financial statements and MD&A.

Financial information is provided in the Company's audited annual financial statements and MD&A for the two most recently completed financial years ended September 30, 2023 and 2022, which are filed on SEDAR+.

DATED this 6[th] day of November, 2024.

ON BEHALF OF THE BOARD OF DIRECTORS

“Alex Lyamport”

CEO, Corporate Secretary and Director

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