FOUR ARROWS CAPITAL CORP.

SUITE 1500, 1055 WEST GEORGIA STREET,
VANCOUVER, BRITISH COLUMBIA, CANADA, V6E 4N7

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders of Four Arrows Capital Corp. (the “Corporation”) will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7, on April 23, 2026 at 11:00 a.m., local time (the “Meeting”), for the following purposes (the “Notice”):

to receive the audited financial statements of the Corporation for its financial year ended September 30, 2024 and September 30, 2025, together with the auditor’s report thereon;
To fix the number of directors to be elected for the ensuing year at three;
to elect the directors of the Corporation for the ensuing year;
to appoint Manning Elliott LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution ratifying, confirming and approving the Company’s new form stock option plan, as more particularly described in the accompanying management information circular (the “Information Circular”); and
to transact such further or other business as may properly come before the Meeting or at any adjournments thereof.

A Management Proxy Circular accompanies this Notice. The Management Proxy Circular contains details of matters to be considered at the Meeting.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of Proxy, or another suitable form of proxy, and deliver it by fax, by hand or by mail in accordance with the instructions set out in the form of Proxy and in the Management Proxy Circular.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy or voting instruction form and in the Management Proxy Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

Dated at Vancouver, British Columbia, Canada, on this 24th day of March 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF THE CORPORATION

“Alex Lyamport”

Alex Lyamport
Chief Executive Officer and a Director

FOUR ARROWS CAPITAL CORP.
SUITE 1500, 1055 WEST GEORGIA STREET,
VANCOUVER, BRITISH COLUMBIA, CANADA, V6E 4N7

MANAGEMENT PROXY CIRCULAR

THIS INFORMATION CIRCULAR CONTAINS INFORMATION AS AT MARCH 24, 2026, EXCEPT AS OTHERWISE INDICATED

This Management Proxy Circular (the circular”) is furnished in connection with the solicitation of proxies by the management of Four Arrows Capital Corp. (the “Corporation”) for use at the annual general meeting (the “Meeting”) of its shareholders to be held on April 23, 2026 at the time and place and for the purposes set forth in the accompanying Notice of the Meeting.

In this Circular, references to the “Corporation”, “we” and “our” refer to Four Arrows Capital Corp. “Common Shares” means common shares without par value in the capital of the Corporation. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Appointment of Proxyholders

The persons named as proxyholders in the enclosed form of proxy are the Corporation’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 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 Corporation’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 Corporation’s registrar and transfer agent, Endeavor Trust Corporation (contact information below), by Tuesday, April 21, 2026 at 11:00 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).

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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

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.

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 Corporation 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”) to the Nominees for onward distribution to NOBOs and OBOs.

Nominees are required to forward the Meeting Materials to each OBO unless the OBO has waived the right to receive them. Management does not intend 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 not receive these materials unless the OBO's intermediary assumes the cost of delivery.

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 non-registered Shareholder. VIFs, whether provided by the Corporation 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 Corporation does not intend to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs. The OBO will not receive these materials unless the OBO's intermediary assumes the cost of delivery.

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 Corporation'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.

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 Corporation's SEDAR+ profile on February 19, 2026.

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 Corporation;
(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation;
(c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) the Corporation 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 Corporation 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 Corporation since the commencement of the Corporation'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 Board of Directors of the Corporation (the “Board”) has fixed March 16, 2026 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting, except to the extent that the shareholder has transferred the ownership of any such Common Shares after the Record Date.

The common shares of the Corporation are listed for trading on the TSX Venture Exchange (the “TSXV”). The Corporation 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, 5,600,000 Shares of which are held in escrow, as of the record date, being March 16, 2026 (the “Record Date”). The Corporation 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 Corporation, only the following person beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation as at March 16, 2026.

Shareholder Name	Number of Common Shares Held^{(2)}	Percentage of Issued Common Shares
Alex Lyamport	3,600,000 common shares	27.48%

The above information has been furnished by the Corporation and from the insider reports available at www.sedi.ca.

FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the year ended September 30 2024, and September 30, 2025 and the report of the Corporation’s auditor thereon, will be placed before the Meeting. Additional information may be obtained upon request from the Corporation, at Suite 1500 1055 West Georgia Street, Vancouver, BC V6E 4N7; telephone: (604) 628-7597 or facsimile: (604) 620-7086. These documents and additional information are also available through the Internet on www.sedar.com.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast by shareholders present at the Meeting in person or by proxy is required to pass the ordinary resolutions described herein. If there are more nominees for election as directors or appointment of the Corporation’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number

of vacancies to be filled all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The term of office of each of the current directors will end at the conclusion of the Meeting. At the Meeting, shareholders will be asked to fix the number of directors at three (3). Unless a director’s office is earlier vacated in accordance with the provisions of the BCBCA, each director elected will hold office until the conclusion of the next annual meeting of the Corporation or, if no director is then elected, until a successor is elected.

The following disclosure sets out the names of management’s four nominees for election as directors, all major offices and positions with the Corporation and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment, the period of time during which each has been a director of the Corporation and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at March 16, 2026:

Name, Jurisdiction of Residence, and Present Office Held	Director Since	Number of Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or	Principal Occupation During the Past Five Years
Alex Lyamport^{(1)}
CEO CFO and Director
Florida, USA	September 19, 2020	3,600,000	Director of the Corporation since September 19, 2020, CEO of the Corporation since September 18, 2020. Director and Chief Financial Officer of Navigator Principal Investors, LLC from September 2014 to present.
Altaf Nazerali^{(1)}
Director
BC, Canada	February 21, 2019	1,200,000	Director of the Corporation since February 21, 2019. Self employed Financial Analyst from June 1991 to present.
Leon Alexander Beker^{(1)}
Director
Florida, USA	December 12, 2022	200,000	Director of Business Development and Strategic Growth at Atlas Private Wealth Advisors since August 2021 to present.

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

Biographies of Four Arrows Directors

Alex Lyamport has been a director of the Corporation since September 19, 2020 and CEO of the Corporation since September 18, 2020. Mr. Lyamport has been a director and Chief Financial Officer of Navigator Principal Investors, LLC from September 2014 to present. Mr. 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 Corporation.

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 investment firm 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 with Bell Canada as a major shareholder 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 a telecom company in Bolivia listed on the TSXV 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 helped found and list on the TSXV, was acquired by Fleetcor (now Corpay) for US$180 million. CTF was the largest fleet management and fuel payment processing company in Brazil. In 2022, he helped structure the initial financings and going public transaction for Beyond Oil Ltd., a food tech company now listed on the TSE with a market capitalization of approximately $250 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 Corporation's affairs.

Leon Alexander 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.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Corporation, no director or proposed director of the Corporation 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 Corporation, 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 Corporation, no director or proposed director of the Corporation 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 Corporation (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..

APPOINTMENT OF AUDITOR

Manning Elliott LLP, Chartered Professional Accountants, of 11th Floor, 1050 West Pender Street, Vancouver, British Columbia, Canada, V6E 3S7, will be nominated at the Meeting for reappointment as auditor of the Corporation to hold office until the next annual general meeting of shareholders, at a remuneration to be fixed by the directors.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 - "Audit Committee" of the Canadian Securities Administrators ("NI 52-110") requires the Corporation, as a venture issuer, to disclose annually in its management proxy circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor all as set forth herein below.

Composition of the Audit Committee

The current members of the Corporation's Audit Committee are Leon Alexander Beker (Chairman), Altaf Nazerali and Alex Lyamport. Leon Alexander Beker and Altaf Nazerali are independent members and Alex Lyamport, the Chief Executive Officer of the Corporation, is a non-independent member of the Audit Committee. All the current and proposed members of the Audit Committee are considered to be financially literate as required by section 1.6 of NI 52-110.

Relevant Education and Experience

See the disclosure under the heading “Biographies of Four Arrows Directors” hereinabove pertaining to relevant education and experience of the Corporation’s Audit Committee members.

Each member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the issuer to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

(b) 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 issuer’s financial statements, or experience actively supervising individuals engaged in such activities; and

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any auditor other than Manning Elliot LLP.

Reliance on Certain Exemptions

The Corporation’s auditor, Manning Elliot LLP, has not provided any material non-audit services to the Corporation.

Pre-Approval Policies and Procedures

See the Corporation’s Audit Committee Charter for policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The Audit Committee reviewed the nature and amount of the non-audit services provided by Manning Elliot LLP to the Corporation to ensure auditor independence. Fees incurred with Manning Elliot LLP for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table.

Nature of Services	Fees Paid to Auditor in Year Ended September 30, 2024	Fees Paid to Auditor in Year Ended September 30, 2025
Audit Fees^{(1)}	$17,204	$17,500
Audit-Related Fees^{(2)}	$nil	$nil
Tax Fees^{(3)}	$1,500	$1,650
All Other Fees^{(4)}	$nil	$nil
Total	$18,704	$19,150

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Notes:

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

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

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

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

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit Committee and in respect of its reporting obligations under NI 52-110. This is a “venture issuer” exemption from the requirement to have 100% of the members of its Audit Committee independent as would otherwise be required by NI 52-110.

CORPORATE GOVERNANCE

Corporate governance refers to the policies and structure of the board of directors of a company whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A “material relationship” is a relationship which could, in the view of the Corporation’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment or which is deemed to be a material relationship under NI 52-110.

The Board facilitates its independent supervision over management by holding regular meetings at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

The independent directors of the Corporation are Leon Alexander Beker and Altaf Nazerali. The non-independent director is Alex Lyamport (Chief Executive Officer.

Directorships

Certain directors are currently serving on boards of the following other reporting companies (or equivalent) as set out below:

Name of Director	Name of Reporting Issuer	Exchange Listed
Alex Lyamport	Navigation Acquisition Corp.	TSXV

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Orientation and Continuing Education

When new directors are appointed, they receive orientation commensurate with their previous experience on the Corporation’s properties and on the responsibilities of directors.

Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law, and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Further, the Corporation’s auditor has full and unrestricted access to the Audit Committee at all times to discuss the audit of the Corporation’s financial statements and any related findings as to the integrity of the financial reporting process.

Nomination of Directors

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

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Compensation

The directors receive no cash compensation for acting in their capacity as directors of the Corporation. The compensation for senior management of the Corporation is determined by and at the discretion of the Board. The Board determines compensation for the directors, the Chief Executive Officer and the Chief Financial Officer. See “Statement of Executive Compensation” below.

Other Board Committees

At the present time the Board has no other committees other than the Audit Committee.

Assessments

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

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in the TSX Venture Exchange (the “Exchange”) Policy 2.4 (the “CPC Policy”), unless otherwise defined herein. Section 8.1 of the CPC

Policy states that until the completion of a Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm’s Length Party of the CPC or a Non-Arm’s Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any resulting issuer by any means including,

(a) remuneration, which includes, but is not limited to:

(i) salaries;
(ii) consulting fees;
(iii) management contract fees or directors’ fees;
(iv) finders’ fees;
(v) loans;
(vi) advances;
(vii) bonuses; and

(b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation, so long as it is a CPC, is the granting of incentive stock options. Due to the foregoing limitation, the board of directors of the Corporation (the “Board”) does not consider the implications of the risks associated with the Corporation’s compensation policies and practices.

Named Executive Officer

In this section “Named Executive Officer” (an “NEO”) means the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Corporation at the end of the most recently completed financial year.

The NEOs of the Corporation for the purpose of the following disclosure are:

Alex Lyamport
Chief Executive Officer
Chief Financial Officer

The Directors who are not NEOs of the Corporation for the purpose of the following disclosure are:

Altaf Nazerali
Director
Leon Alexander Beker
Director

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Director and Named Executive Officer Compensation

The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Corporation to NEOs and members of the Board for the most recently completed financial year ended September 30, 2025.

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 ($)	Total Compensation ($)
Alex Lyamport^{(2)}
CEO, CFO and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Altaf Nazerali^{(3)}
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Leon Alexander Beker^{(4)}
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Jaisun Garcha^{(5)}
Former CFO	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	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 Corporation on September 18, 2020, a director of the Corporation on September 19, 2020 and CFO on December 16, 2024
(3) Mr. Nazerali was appointed as a director of the Corporation on February 21, 2019.
(4) Mr. Beker was appointed as a director of the Corporation on December 12, 2022.
(5) Mr. Garcha was appointed as CFO of the Corporation on September 18, 2019 and resigned on June 17, 2024.

No director was compensated for his or her services as a director during the years ended September 30, 2025 and 2024.

Stock Options and Other Compensation Securities

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, 2025. No compensation securities were repriced, cancelled and replaced, extended, or otherwise materially modified in the year ending September 30, 2025.

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Compensation Securities
Name and Position	Type of Compensation Security^{(2)(3)}	Number of Compensation Securities, Number of underlying securities, and percentage of class^{(1)(4)} (#)	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 and Director	Stock Options	375,001	March 16, 2026	0.055	0.5		March 17, 2036
		96,157	May 24, 2023	0.055	0.0		May 24, 2033
		3.09%
Altaf Nazerali
Director	Stock Options	400,000	March 16, 2026	0.05	0.5	0.035	March 16, 2036
		89,394	April 16, 2021	0.14	0.15		April 16, 2031
		99,412	May 24, 2023	0.05	0.05		May 24, 2033
		3.09%
Leon Alexander
Beker
Director	Stock Options	250,000	May 24, 2023	0.055	0.05	0.035	May 24, 2033
		1.91%
Jaisun Garcha^{(3)}
Former CFO	Stock Options	4,706	April 16, 2021	0.14	0.15	0.035	April 16, 2031
		60,000	May 24, 2023	0.05	0.05		May 24, 2033
		0.49%

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 Corporation 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 Corporation.

(4) The percentage is calculated by dividing the number of Shares each individual holds on September 30, 2025 by the total issued and outstanding Shares of the Corporation on September 30, 2025 after the market closed, which was equal to 13,099,664 Shares.

(5) Mr. Garcha resigned as CFO of the Corporation on June 17, 2024 and his all of his outstanding options were cancelled on February 25, 2026.

During the financial year ended September 30, 2025, no compensation securities were exercised by any NEO or director of the Corporation.

Exercise of Compensation Securities by NEOs and Directors

There were no compensation securities exercised by any of the NEOs or directors of the Corporation during the financial year ended September 30, 2025.

Stock Options and Other Incentive Plans

The Corporation has a 10% “rolling” share option plan dated for reference as January 13, 2021, amended May 5, 2022 (the “Stock Option Plan”), last approved by Shareholders on December 16, 2024. Pursuant to the Option Plan, the maximum number of Commons Shares reserved under option for issuance may not exceed 10% of the issued and outstanding Common Shares at the time an option is granted, except that, so long as the Corporation remains a CPC, the number of Common Shares reserved for issuance under the Option Plan is limited to 10% of the issued and outstanding Common Shares as at the closing of the Corporation’s initial public offering (“IPO”).

On November 24, 2021, the TSXV adopted a new Policy 4.4 – Security Based Compensation (“Policy 4.4”), which governs security-based compensation. The changes to Policy 4.4 generally relate to the expansion of the policy to cover a number of types of security-based compensation in addition to stock

options. The Corporation has adopted a new form of 10% rolling stock option plan in order to conform with the new Policy 4.4, with an effective date of November 8, 2023 (the “New Plan”).

The New Plan has been conditionally approved by the TSXV, subject to receipt of shareholder approval at the Meeting.

The New Plan provides that the aggregate number of securities reserved for issuance will be 10% of the number of Common Shares of the Corporation issued and outstanding from time to time. The New Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder.

Options may be granted under the New Plan to service providers (“Service Providers”) of the Corporation and its affiliates, including directors, officers, employees, consultants and employees of companies providing management services to the Corporation, as the Board may from time to time determine. The purpose of the New Plan is to attract and motivate directors, senior officers, employees, management Corporation employees and consultants (collectively, the “Optionees”) and to give such persons, as additional compensation, the opportunity to participate in the success of the Corporation.

Until the Corporation completes its Qualifying Transaction and ceases to be a CPC, all stock options granted under the New Plan will be subject to the terms and conditions of CPC Policy.

As at March 16, 2026, there were 13,099,664 Common Shares outstanding. Accordingly, a maximum aggregate of 1,309,966 Common Shares are available for reserve for exercise of options under the New Plan. There are currently options outstanding to purchase 1,309,966 Common Shares.

Material Terms of the New Plan

The following is a summary of the material terms of the New Plan:

(a) The Corporation must ensure that the proposed Optionee is a bona fide Service Provider (as defined in the New Plan) entitled to receive Options under the CPC Policy;

(b) Unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to any one Participant (and where permitted pursuant to the policies of the TSXV, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation of the Corporation granted or issued within any twelve (12) month period may not exceed 5% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation; Options granted by a CPC are subject to the percentage limitations set forth in the CPC Policy;

(c) Unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Corporation (as a group) pursuant to all Security Based Compensation of the Corporation granted or issued within any twelve (12) month period may not exceed 10% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation

(d) Unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Corporation (as a group) pursuant to all Security Based Compensation of the Corporation may not exceed 10% of the Outstanding Shares at any point in time;

(e) In accordance with section 6.3 of the CPC Policy, as long as the Corporation remains a CPC, the Corporation shall not grant any options to Service Providers conducting Investor Relations Activities. Upon Completion of a Qualifying Transaction, and the Corporation is no longer a CPC,

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the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV;

(f) as long as the Corporation remains listed on NEX, the maximum number of Options that may be reserved for issuance or issued in any 12-month period is limited to 10% of the issued and outstanding securities of the Corporation;

(g) as long as the Corporation remains listed on NEX, the Corporation is not permitted to enter into any arrangement or agreement for the provision or performance of Investor Relations Activities, market making, or promotional services; and

(h) So long as long as the Corporation is listed on NEX, they may not grant Options to Investor Relations Service Providers.

(i) Options granted by the CPC may only entitle the Service Provider to acquire Common Shares of the CPC. Options may only be granted to a director or officer of the CPC, and where permitted by applicable securities legislation, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in the CPC Policy) or the Target Corporation (as defined in the CPC Policy), as the case may be, is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned, directly and indirectly, by such a director, officer or technical consultant. The total number of Common Shares reserved for issuance pursuant to Options may not exceed 10% of the Common Shares outstanding at the time Plan Shares are reserved for issuance as a result of the grant of an Option. No Options may be granted unless the Optionee first enters into a CPC Escrow Agreement (as defined in the TSXV Policies), pursuant to which the Optionee agrees to deposit the Options, and the Common Shares that may be acquired pursuant to the exercise of such Options, into escrow as described in Part 10 of the CPC Policy;

(j) The number of Common Shares reserved for issuance pursuant to Options to any individual director or officer may not exceed 5% of the Common Shares outstanding as at the closing of the IPO. The number of Common Shares reserved for issuance pursuant to Options to all technical consultants may not exceed 2% of the Common Shares outstanding as at the closing of the IPO. Options granted by a CPC are subject to the percentage limitations set forth in Policy 4.4;

(k) The CPC is prohibited from granting Options to any person providing Investor Relations Activities (as defined in the TSXV Policies), promotional or market-making services;

(l) The exercise price per Common Share under any Option granted by a CPC prior to the closing of the IPO cannot be less than the lowest price at which Seed Shares (as defined in the TSXV Policies) were issued by the CPC;

(m) Options granted by the CPC must be granted in compliance with Policy 4.4 and the CPC Policy;

(n) Options granted to any Optionee that does not continue as a director, officer, technical consultant or employee of the Resulting Issuer, 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 the Resulting Issuer (as defined in the CPC Policy);

(o) The exercise price per Common Share under any Option granted by a CPC prior to the closing of the IPO cannot be less than the lowest price at which Seed Shares (as defined in the TSXV Policies) were issued by the CPC;

(p) All options granted under the New Plan are non-assignable and non-transferable and exercisable for a period of up to 10 years;

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(q) Options may be exercised after the Participant has left his/her employ/office or has been advised by the Corporation or its subsidiary, as applicable, 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: (i) 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; (ii) an Option granted to any Participant will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; and (iii) 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 Termination Date without right to exercise same;

(r) Vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the New Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to: (i) the Participant remaining employed by or continuing to provide services to the Corporation or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Corporation or any of its Affiliates during the vesting period; or (ii) the Participant remaining as a Director of the Corporation or any of its Affiliates during the vesting period;

(s) The New Plan provides that appropriate adjustments, if any, are to be made by the Board in connection with a reorganization, reclassification, corporate consolidation, merger, distribution, amalgamation, or sale of the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the New Plan. All such adjustments of share capital are subject to prior approval of the Exchange, except for share capital adjustments made with respect to a consolidation or a split of the Common Shares, in accordance with Policy 4.4, s. 4.7(d); and that any such adjustment must be made at the same time of the event giving rise to it, and all such adjustments are cumulative;

(t) The Board reserves the right in its discretion to amend, suspend, terminate or discontinue the New Plan, subject to any required shareholder or Exchange approvals; and

(u) In accordance with TSXV Policies, during the time in which the Corporation is a CPC and until the Completion of a Qualifying Transaction, the maximum number of Plan Shares that may be reserved for issuance may not exceed 10% of the Common Shares outstanding at the time Plan Shares are reserved for issuance as a result of the grant of an Option. After the Corporation is listed as a Tier 1 or Tier 2 issuer on the TSXV, the maximum aggregate number of Plan Shares that may be reserved for issuance under the New Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements other than the New Plan, unless the New Plan is amended pursuant to the requirements of the TSXV Policies.

The New Plan adopts certain changes to conform with the new Policy 4.4, including the addition of certain definitions in the New Plan and clarification of TSXV requirements for security-based compensation plans. The New Plan also allows for option holders to exercise options on a “Cashless Exercise” or “Net Exercise” basis, as now expressly permitted by Policy 4.4. “Cashless Exercise” is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise

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of some or all of their options. “Net Exercise” is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. Under Policy 4.4, the current market price must be the five-day volume weighted average trading price prior to option exercise. “Net Exercise” may not be utilized by persons performing investor relations services.

As long as the Corporation remains a “capital pool company” under the policies of the Exchange, the Corporation is subject to the requirements applicable to “capital pool companies,” including the limitation that the total number of Common Shares which may be reserved under option for issuance cannot exceed 10% of the Common Shares outstanding as at the closing of the Corporation’s initial public offering.

A copy of the New Plan is attached as Schedule “A” hereto.

More details on the New Plan and the resolution to approve it can be found under the section – “Particular Matters to be Acted Upon” – Approval of the New 10% Rolling Stock Option Plan.”

Employment, consulting and management agreements

The Corporation has no agreements of compensatory plans or arrangements with any of its NEOs and/or directors under which compensation was provided during the most recently completed financial year ended September 30, 2025.

Oversight and description of director and named executive officer compensation

The Board is responsible for determining compensation for the officers and non-executive directors of the Corporation. The Board annually reviews all forms of compensation paid to officers and non-executive directors both with regards to the expertise and experience of each individual and in relation to industry peers. In each case, the Board takes into consideration the prior experience of the officer and/or non-executive director, industry standards, competitive salary information on comparable companies of similar size and stage of development, the degree of responsibility and participation of the executive in the day-to-day affairs of the Corporation, and the Corporation’s available cash resources.

The Corporation is a “capital pool company” or “CPC” in accordance with TSXV policies and, at present, does not conduct any active business operations. Until such time as a “Qualifying Transaction” as defined in the TSXV policies has been completed, no compensation will be paid to any NEOs or directors.

Executive Compensation

There are no arrangements under which NEOs were compensated by the Corporation during the two most recently completed financial years for their services in their capacity as NEOs, directors or consultants.

Director Compensation

There are no arrangements under which directors were compensated by the Corporation during the two most recently completed financial years for their services in their capacity as directors.

Actions, Decisions or Policies Made After September 30, 2025

Given the evolving nature of the Corporation’s business, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above. Except as stated herein, no actions, decisions or policies have been made since September 30, 2025 that would affect a reader’s understanding of NEO compensation.

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Pension disclosure

The Corporation currently has no defined benefit, defined contribution, pension, retirement, deferred compensation or actuarial plans for the NEOs or directors of the Corporation.

See the disclosure under the heading “Securities Authorized under Equity Compensation Plans” herein for further information on the Corporation’s share option plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Corporation’s current plan provides that the Board may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to directors, officers, employees and technical consultants to the Corporation non-transferable options to purchase Common Shares; provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares as of the date of the Corporation’s initial public offering. Options may be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of Common Shares reserved for issuance to any individual director or officer may not exceed 5% of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance to all technical consultants may not exceed 2% of the issued and outstanding Common Shares.

The following table sets out equity compensation plan information as at the end of the financial year ended September 30, 2025:

Plan	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders - the Existing Plan	1,309,964	N/A	2
Equity Compensation plans not approved by security holders.	Nil	N/A	Nil
Total:	1,309,964	N/A	2

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates or other management of the Corporation were indebted to the Corporation as of the end most recently completed financial year or as at the date thereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who generally speaking is a director or executive officer or a 10% shareholder of the Corporation. To the knowledge of management of the Corporation, no informed person or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries during the year ended September 30, 2025, or has any interest in any

material transaction in the current year other than as set out herein and in a document previously disclosed to the public.

MANAGEMENT CONTRACTS

The business of the Corporation is managed by its directors and officers and the Corporation has no management agreement with persons who are not officers or directors of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

Appointment of Auditor

Manning Elliot LLP, Chartered Professional Accountants, of 1050 West Pender St., Vancouver, BC V6E 3S7, will be nominated at the Meeting for re-appointment as auditor of the Corporation at remuneration to be fixed by the Board. Manning Elliot LLP, Chartered Professional Accountants, were first appointed the auditor of the Corporation on September 30, 2020.

Approval of the New 10% Rolling Stock Option Plan

To comply with the policies of the TSX Venture Exchange covering “rolling” option plans, rolling plans, such as the New Plan must be approved annually by the shareholders of the Corporation. At the Meeting shareholders will be asked to ratify and approve the New Plan for continuation until the next annual general meeting of the Corporation.

The New Plan is described in more detail, including the material terms of the Plan, above, see Statement of Executive Compensation – Stock Options and Other Compensation Securities.

At the Meeting, shareholders will be asked to consider, and if thought fit, approve an ordinary resolution to ratify the New Plan (the “Option Plan Ratification Resolution”). The full text of the Option Plan Ratification Resolution is set out below. In order to be passed, the resolution requires the approval of a majority of the votes cast thereon by shareholders of the Corporation present in person or represented by proxy at the Meeting. The directors of the Corporation unanimously recommend that shareholders vote in favour of the Option Plan Ratification Resolution.

The Option Plan is subject to TSXV acceptance and if the TSXV finds the disclosure to Shareholders to be inadequate, that Shareholder approval may not be accepted by the TSXV.

RESOLVED as an ordinary resolution that:

the New Plan dated for reference April 23, 2026, be ratified, confirmed and approved until the next annual general meeting of the Corporation;
the number of Common Shares of the Corporation reserved for issuance under the New Plan shall not exceed 10% of the Corporation’s issued and outstanding share capital as set out in the New Plan;
to the extent permitted by law, the Corporation be authorized to abandon all or any part of the New Plan if the Board deems it appropriate and in the best interest of the Corporation to do so; and
any one or more directors and officers of the Corporation be authorized to perform all such acts, deeds and things and execute, under seal of the Corporation or otherwise, all such documents as may be required to give effect to this resolution.

An ordinary resolution is a resolution passed by the shareholders of the Corporation at a general meeting by a simple majority of the votes cast in person or by proxy. In the absence of a contrary instruction, the

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persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution. A copy of the New Plan is attached hereto as Schedule “A”.

Recommendation of the Board

The Board recommends shareholders vote in favour of ratification and approval of the New Plan.

In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution. An ordinary resolution is a resolution passed by the shareholders of the Corporation at a general meeting by a simple majority of the votes cast in person or by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is included in the audited financial statements of the Corporation for the years ended September 30, 2024 and September 30, 2025, a copy of which is available on www.sedarplus.ca.

Additional information is also available upon request from the Corporation’s CEO at the office of the Corporation. The Corporation’s telephone number is (604) 628-7597.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Circular.

DIRECTORS’ APPROVAL

The contents of this Circular and its distribution to shareholders have been approved by the Board.

Dated at Vancouver, British Columbia, Canada, on this 24th day of March, 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF THE CORPORATION

“Alex Lyamport”

Alex Lyamport

Chief Executive Officer and Director

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1 -
SCHEDULE “A”
NEW OPTION PLAN

SCHEDULE A

FOUR ARROWS CAPITAL CORP.
(the “Company”)

SHARE OPTION PLAN

Dated for Reference April 23, 2026

ARTICLE 1
PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies and any inconsistencies between this Plan and TSX Venture Policies will be resolved in favour of the latter. At any time the Company is listed on NEX, the Company will be subject to NEX Policies, in addition to those of the TSX Venture.

Definitions

1.2 In this Plan

(a) Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

(b) Black-out Period means a period during which a restriction has been formally imposed by the Company, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options, provided that any Black-out Period must expire following the general disclosure of the undisclosed material information;

(c) Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

(d) Cause means “Just Cause” as defined in the Participant’s employment agreement or agreement for services with the Company or one of its subsidiaries, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Company or one of its subsidiaries, then any circumstance that would permit the Company or one of its subsidiaries to terminate a Participant’s employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law;

(e) Capital Pool Company has the meaning assigned by Policy 2.4 of the TSX Venture Policies;

(f) Change of Control means the occurrence of any of:

(i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (other than the Company or any of its Affiliates) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the Business Corporations Act (British Columbia)) of, or acquires the right to exercise control or direction over, securities of the Company representing 50% or more of the then issued and outstanding voting securities of the Company in any manner whatsoever, including, without limitation, as a result of a take-over bid, an issuance or exchange of securities, an amalgamation of the Company with any other person, an arrangement, a capital reorganization or any other business combination or reorganization;

(ii) the sale, assignment or other transfer of all or substantially all of the assets of the Company to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Company);

(iii) the occurrence of a transaction requiring approval of the Company’s security holders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Company);

(iv) a majority of the Board consists of individuals which management of the Company has not nominated for election or appointment as directors; or

(v) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;

(g) Common Shares means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture, or, in the case of a Capital Pool Company that is a trust, means single voting trust units of the issuer;

(h) Company means the company named at the top hereof and includes, unless the context otherwise requires, all of its successors according to law;

(i) Completion of a Qualifying Transaction has the meaning assigned by Policy 2.4 of the TSX Venture Policies;

(j) Consultant means, in relation to the Company, an individual (other than a Director, Officer or Employee of the Company or any of its subsidiaries) or Company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to any of its subsidiaries, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Company, as the case may be; and

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries;

(k) Date of Termination means, for a Participant, the last day that the Participant actively provides services to the Company or a subsidiary of the Company without regard to any notice of termination or pay in lieu of notice thereof, deemed or notional notice period, or period during which the Participant receives pay in lieu of notice, termination pay, severance payments, or salary continuance, whether pursuant to statute, agreement, common law or otherwise;

(l) Director means a director (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(m) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(n) Disinterested Shareholder Approval has the meaning assigned by Policy 4.4 Sections 5.3(b) and (c) of the TSX Venture Policies;

(o) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

(p) Effective Date for an Option means the date of grant thereof by the Board;

(q) Employee means:

(i) an individual who is considered an employee of the Company or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source;

(r) Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(s) Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof;

(t) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

(u) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;

(v) Investor Relations Service Provider means any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

(w) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(x) Management Company Employee means an individual employed by a company providing management services to the Company which services are required for the ongoing successful operation of the business enterprise of the Company;

(y) Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(z) NEX means the NEX board of the TSX Venture Exchange;

(aa) NEX Policies means the rules and policies of the NEX as amended from time to time;

(bb) Officer means an officer (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(cc) Option means the right to purchase Common Shares granted hereunder to a Participant under this Security Based Compensation Plan;

(dd) Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Participant and substantially in the form of Schedule A attached hereto;

(ee) Optioned Shares means Common Shares that may be issued in the future to a Participant upon the exercise of an Option;

(ff) Optionee means the recipient of an Option hereunder;

(gg) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;

(hh) Participant means a Service Provider that is the recipient of Security Based Compensation granted or issued by the Company;

(ii) Person includes a company, any unincorporated entity, or an individual;

(jj) Plan means this security based share option plan, the terms of which are set out herein or as may be amended;

(kk) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under this Plan as provided in §2.2;

(ll) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Options issued hereunder;

(mm) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

(nn) Security Based Compensation has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

(oo) Security Based Compensation Plan has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

(pp) Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, or Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(qq) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting;

(rr) Take Over Bid means a take over bid as defined in National Instrument 62-104 (Take-over Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company;

(ss) TSX Venture means the TSX Venture Exchange and any successor thereto;

(tt) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time; and

(uu) VWAP means the volume-weighted average trading price of the Common Shares on the TSX Venture calculated by dividing the total value by the total volume of the Common Shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the TSX Venture may exclude internal crosses and certain other special terms trades from the calculation.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in this Plan, but are defined in the TSX Venture Policies, will have the meaning assigned to them in the TSX Venture Policies.

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 This Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

2.2 In accordance with TSX Venture Policies, during the time in which the Company is a Capital Pool Company and until the Completion of a Qualifying Transaction, the maximum number of Plan Shares that may be reserved for issuance may not exceed 10% of the Common Shares outstanding at the time Plan Shares are reserved for issuance as a result of the grant of an Option. After the Company is listed as a Tier 1 or Tier 2 issuer on the TSX Venture, the maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSX Venture Policies.

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Participants from time to time by the Board. Participants that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under this Plan

2.4 All Options granted under this Plan will be evidenced by an Option Commitment substantially in the form attached as Schedule A (or in such other form as determined by the Company) showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Participation

2.6 This Plan provides for the following limits on grants unless otherwise permitted pursuant to the policies of the TSX Venture:

(i) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to any one Participant (and where permitted pursuant to the policies of the TSX Venture, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 5% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(ii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 10% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(iii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company may not exceed 10% of the Outstanding Shares at any point in time;

(iv) the maximum aggregate number of Common Shares that may be issuable to any Consultant of the Company pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(v) the maximum aggregate number of Common Shares that may be issuable to all Investor Relations Services Providers pursuant to Options granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Options and Investor Relations Services Providers may not receive any Security Based Compensation other than Options;

(vi) in accordance with section 6.3 of the TSX Venture Policies 2.4, as long as the Company remains a Capital Pool Company, the Company shall not grant any options to Service Providers conducting Investor Relations Activities. Upon Completion of a Qualifying Transaction, and the Company is no longer a Capital Pool Company, the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture;

(vii) as long as the Company remains listed on NEX, the maximum number of Options that may be reserved for issuance or issued in any 12-month period is limited to 10% of the issued and outstanding securities of the Company;

(viii) as long as the Company remains listed on NEX, the Company is not permitted to enter into any arrangement or agreement for the provision or performance of Investor Relations Activities, market making, or promotional services; and

(ix) as long as the Company is listed on NEX, they may not grant Options to Investor Relations Service Providers.

Capital Pool Company Restrictions

2.7 As long as the Company is classified as a Capital Pool Company, the terms and conditions of the Plan will remain subject to the following specific restrictions:

(a) Options granted by the Capital Pool Company may only entitle the Service Provider to acquire Common Shares of the Capital Pool Company. Options may only be granted to a director or senior officer of the Capital Pool Company, and where permitted by applicable securities legislation, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in Policy 2.4 of the TSX Venture) or the Target Company (as defined in Policy 2.4 of the TSX Venture), as the case may be, is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned, directly and indirectly, by such a director, senior officer or technical consultant. The total number of Common Shares reserved for issuance pursuant to Options may not exceed 10% of the Common Shares outstanding at the time Plan Shares are reserved for issuance as a result of the grant of an Option. No Options

may be granted unless the Optionee first enters into a CPC Escrow Agreement (as defined in the TSX Venture Policies), pursuant to which the Optionee agrees to deposit the Options, and the Common Shares that may be acquired pursuant to the exercise of such Options, into escrow as described in Part 10 of Policy 2.4 of the TSX Venture;

(b) The number of Common Shares reserved for issuance pursuant to Options to any individual director or senior officer may not exceed 5% of the Outstanding Shares calculated on the date of grant. The number of Common Shares reserved for issuance pursuant to Options to all technical consultants may not exceed 2% of the Outstanding Shares calculated on the date of grant. Options granted by a Capital Pool Company are subject to the percentage limitations set forth in Policy 2.4 and Policy 4.4 of the TSX Venture;

(c) The Capital Pool Company is prohibited from granting Options to any person providing Investor Relations Activities (as defined in the TSX Venture Policies), promotional or market-making services;

(d) The exercise price per Common Share under any Option granted by a Capital Pool Company prior to the closing of the IPO cannot be less than the lowest price at which Seed Shares (as defined in the TSX Venture Policies) were issued by the Capital Pool Company;

(e) Options granted by the Capital Pool Company must be granted in compliance with Policy 4.4 of the TSX Venture and Policy 2.4 of the TSX Venture; and

(f) Options granted to any Optionee that does not continue as a director, senior officer, technical consultant or employee of the Resulting Issuer, 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, senior officer, technical consultant or employee of the Resulting Issuer (as defined in Policy 2.4 of the TSX Venture), subject to any earlier expiry date of such Options.

Exercised and Unexercised Options

2.8 In the event an Option granted under this Plan is exercised, expires unexercised or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to this Plan and will be eligible for re-issuance.

Administration of this Plan

2.9 The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

(a) allot Common Shares for issuance in connection with the exercise of Options;

(b) grant Options hereunder;

(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under this Plan unless the alteration or impairment

occurred as a result of a change in the TSX Venture Policies or the Company’s tier classification thereunder; and

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of this Plan by the Board of Directors

2.10 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify this Plan or any Option granted as follows:

(a) amendments which are of a typographical, grammatical, clerical nature only;

(b) amendments of a housekeeping nature;

(c) amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSX Venture; and

(d) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, amendments as may be required by the policies of such senior stock exchange or stock market.

Amendments Requiring Disinterested Shareholder Approval

2.11 The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) this Plan, together with any other Security Based Compensation Plans, or any particular grant or issue of Security Based Compensation, could result in:

(i) the aggregate number of Common Shares issuable pursuant to Security Based Compensation to Insiders (as a group) exceeding 10% of the Outstanding Shares at any time;

(ii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to Insiders (as a group) exceeding 10% of the Outstanding Shares calculated at the date of grant or issue; or

(iii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to any one Participant exceeding 5% of the Outstanding Shares calculated at the date of grant or issue; or

(b) any reduction in the Exercise Price or the extension of the term of an Option held by an Insider or any other amendment to an Option that results in a benefit to an Insider.

Options Granted Under the Company’s Previous Share Option Plans

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2.12 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof.

Plan Subject to TSX Venture Policies

2.13 The Plan is subject to TSX Venture Policies and during the time in which the Company is a Capital Pool Company and until the completion of the Qualifying Transaction, the Plan is subject to TSX Venture Policy 2.4 – Capital Pool Companies, as amended from time to time.

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 Subject to §3.2, the Exercise Price of an Option will be set by the Board at the time such Option is allocated under this Plan, and cannot be less than the Discounted Market Price.

3.2 In addition to the terms under §3.1, as long as the Company is classified as a Capital Pool Company, the Exercise Price per Common Share for an Option must be equal to or greater than the IPO Share price.

Escrowed Securities

3.3 Common Shares issued upon the exercise of Options prior to the Completion of a Qualifying Transaction must be placed in escrow.

Term of Option

3.4 The term of an Option will be set by the Board at the time such Option is allocated under this Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

3.5 Subject to §2.11(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price.

3.6 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in §3.3.

3.7 In respect of any proposed amendment to the terms of an Option, and except as otherwise provided under TSX Venture Policies:

(a) any amendment must be approved by the TSX Venture, and be subject to shareholder approval, where applicable, prior to the exercise of such Option; and

(b) the Company must issue a news release outlining the terms of the amendment.

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Vesting of Options

3.8 Subject to §3.9, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under this Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Participant remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

(b) the Participant remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Investor Relations Service Providers

3.9 Subject to §2.7(c) and notwithstanding §3.8, Options granted to Investor Relations Service Providers will vest such that:

(a) no more than 25% of the Options vest no sooner than three months after the Options were granted;

(b) no more than another 25% of Options vest no sooner than six months after the Options were granted;

(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Effect of Take-Over Bid

3.10 If a Take Over Bid is made to the shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option at the time of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding §3.8 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies.

Acceleration of Vesting on Change of Control

3.11 In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities. Notwithstanding the foregoing, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

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Extension of Options Expiring during Black-out Period

3.12 Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan, provided that such automatic extension of the Expiry Date for an Option will not apply where the Participant or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company’s securities.

Optionee Ceasing to be Director, Employee or Service Provider

3.13 Options may be exercised after the Participant has left his/her employ/office or has been advised by the Company or its subsidiary, as applicable, 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 Participant will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; 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 Termination Date without right to exercise same.

Non-assignable

3.14 Subject to §3.13(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.15 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares

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hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this §3.15;

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §3.15, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company;

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.15, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Company’s principal executive office) that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees; and

(h) any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under this Plan is subject to the prior acceptance of the TSX Venture, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

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ARTICLE 4

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to this Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

4.2 An Optionee who wishes to exercise his Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to §4.5.

Cashless Exercise

4.3 Subject to the provisions of this Plan (including, without limitation, §4.5 and, upon prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(a) excluding Options held by any Investor Relations Service Provider, a “net exercise” procedure in which the Company issues to the Optionee, Common Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by (ii) the VWAP of the underlying Common Shares; or

(b) a broker assisted “cashless exercise” in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Company against delivery of the Common Shares to settle the applicable trade.

An Option may be exercised pursuant to this §4.3 from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Participant shall comply with Section 4.5 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Company may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

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4.4 In the event of a net exercise pursuant to §4.3(a) or a cashless exercise pursuant to §4.3(b), the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Company, must be included in calculating the limits set forth in §2.2, §2.6 and §2.11 of this Plan.

Tax Withholding and Procedures

4.5 Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in §4.5 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or
(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Company.

Delivery of Optioned Shares and Hold Periods

4.6 As soon as practicable after receipt of the notice of exercise described in §4.2 or §4.3, as applicable, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. Wherever required under TSX Venture Policies, an Exchange Hold Period will be applied from the date of grant, including for all Options granted to:

(a) Directors, Officers, Promoters or Consultants of the Company;
(b) Persons holding securities carrying more than 10% of the voting rights attached to the Company's securities both immediately before and after the transaction in which the securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company; or
(c) where Options are granted to any Participants, including those noted in (a) and (b) above, where the Exercise Price is less than the applicable Market Price.

4.7 Pursuant to TSX Venture Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the Effective Date of the grant of the Options.

ARTICLE 5

GENERAL

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Employment and Services

5.1 Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company or a subsidiary of the Company, or interfere in any way with the right of the Company or a subsidiary of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Participant. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

5.3 The Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Continuation of Plan

5.4 This Plan will become effective from and after April 23, 2026, and will remain effective provided that this Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to such effective date.

Amendment of this Plan

5.5 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals and Shareholder Approval.

SCHEDULE A

SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this __ day of __, 20, pursuant to the provisions of the Share Option Plan (the “Plan”) of Four Arrows Capital Corp. (the “Company”), the Company has granted to ____ (the “Optionee”), an Option to acquire __ Common Shares (“Optioned Shares”) up to 5:00 p.m. (Vancouver Time) on the _ day of __, 20 (the “Expiry Date”), or such earlier date as determined in accordance with the terms of this Plan, at an Exercise Price of Cdn$ ______ per share.

[Optioned Shares are to vest immediately.]

OR

[Optioned Shares will vest (INSERT VESTING SCHEDULE AND TERMS)]

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part hereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.

To exercise the Option, (1) deliver a written notice in the form attached as Schedule B to the Plan (or in such other form as established by the Company) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a “net exercise” basis or “cashless exercise” basis in accordance Section 4.3(a) or Section 4.3(b) of the Plan and the Company’s Board of Directors approves the exercise on a “net exercise” basis or “cashless exercise” basis, deliver a written notice and comply with such other conditions as established by the Company for a “net exercise” or “cashless exercise”. A certificate, or a written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Company or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.

[Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant of the Options].”

The Company and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the TSX Venture Policies) by both the Company and the TSX Venture Exchange as more particularly set out in the Acknowledgement - Personal Information form in use by the TSX Venture Exchange on the date of this Option Commitment.

COMPANY NAME

Per:

Authorized Signatory

[insert name and title of authorized signatory]

The Optionee acknowledges receipt of a copy of the Plan and represents to the Company that the Optionee is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.

OPTIONEE:

Signature

Print Name

Address

Date signed:

SCHEDULE B

SHARE OPTION PLAN

NOTICE TO EXERCISE OPTIONS

FOUR ARROWS CAPITAL CORP.
Attention: Share Option Plan Administrator
Suite 1500 – 1055 West Georgia Street
Vancouver, BC V6E 4N7

Re: Employee Share Option Exercise

Attn: Share Option Plan of Four Arrows Capital Corp. (the “Company”)

This letter is to inform the Administrator of the Company’s Share Option Plan that I, __, wish to exercise __ options, at __ per share, on this ___ day of __, 20___.

Payment issued in favour of [insert the name of the Company] for the amount of $ ____ will be forwarded, including withholding tax amounts.

Please register the share certificate in the name of:

Name of Optionee: ________

Address: ___________

Please send share certificate to:

Name: ________

Address: ___________

Sincerely,

Signature of Optionee ____ Date ____ SIN Number (for T4) _______

AI assistant

Four Arrows Capital Corp. — Proxy Solicitation & Information Statement 2026

47981_rns_2026-04-02_1a1f01e7-67b3-44be-98c5-2e8daf00bbf0.pdf

FOUR ARROWS CAPITAL CORP.

NOTICE OF ANNUAL GENERAL MEETING

MANAGEMENT PROXY CIRCULAR

GENERAL PROXY INFORMATION

Appointment of Proxyholders

Voting by Proxy

Voting Instructions

Completion and Return of Proxy

Non-Registered Holders

Beneficial Holders

Revocability of Proxy

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

VOTES NECESSARY TO PASS RESOLUTIONS

ELECTION OF DIRECTORS

Biographies of Four Arrows Directors

Corporate Cease Trade Orders or Bankruptcies

Individual Bankruptcies

Penalties or Sanctions

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officer

Notes

Exercise of Compensation Securities by NEOs and Directors

Stock Options and Other Incentive Plans

Material Terms of the New Plan

Employment, consulting and management agreements

Oversight and description of director and named executive officer compensation

Executive Compensation

Director Compensation

Actions, Decisions or Policies Made After September 30, 2025

Pension disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Appointment of Auditor

Approval of the New 10% Rolling Stock Option Plan

Recommendation of the Board

ADDITIONAL INFORMATION

OTHER MATTERS

DIRECTORS’ APPROVAL

BY ORDER OF THE BOARD OF DIRECTORS OF THE CORPORATION

Other Words and Phrases

Gender

ARTICLE 2 SHARE OPTION PLAN

Maximum Plan Shares

Eligibility

Options Granted Under this Plan

Limitations on Participation

Capital Pool Company Restrictions

Exercised and Unexercised Options

Administration of this Plan

Amendment of this Plan by the Board of Directors

Amendments Requiring Disinterested Shareholder Approval

Options Granted Under the Company’s Previous Share Option Plans

Plan Subject to TSX Venture Policies

ARTICLE 3

Exercise Price

Escrowed Securities

Term of Option

Four Arrows Capital Corp. Proxy Solicitation & Information Statement 2026