NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

AND

INFORMATION CIRCULAR

HYPER BIT TECHNOLOGIES LTD.

To be held on December 16, 2025
At 10:00 am (Pacific Standard Time)
Vancouver, British Columbia

Dated as of November 10, 2025

Hyper Bit Technologies Ltd.
Suite 750-580 Hornby St
Vancouver, BC V6C 3B6

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 16, 2025

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of Hyper Bit Technologies Ltd. (the "Company") will be held at Suite 1890 – 1075 West Georgia Street, Vancouver, BC V6E 3C9, and virtually via the Zoom platform (please refer to page 4 for Zoom login details) on Tuesday, December 16, 2025 at 10:00 am (Pacific Standard Time) for the following purposes:

To receive the audited financial statements of the Company for the financial year ended April 30, 2025, together with the auditor's report thereon;
To fix number of directors at four (4);
To elect directors of the Company to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed;
To appoint Davidson & Company LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;
To consider, and if deemed appropriate, to pass an ordinary resolution of Shareholders approving and ratifying the Company's new omnibus equity incentive plan (the "Omnibus Plan"), as described in the accompanying management information circular dated November 10, 2025 (the "Information Circular") for the ensuing three years; and
To transact such other business as may properly come before the Meeting or any adjournments thereof.

The Company's board of directors (the "Board") has fixed November 10, 2025 as the record date (the "Record Date") for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on the Record Date, is entitled to receive such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

Registered Shareholders

Every registered holder of Common Shares of the Company is entitled to receive notice of, and to vote such Common Shares in advance of the Meeting.

If you are a registered shareholder of the Company and are unable to attend the Meeting in person or virtually, please complete, date and execute the accompanying form of proxy and deposit it with TSX Trust Company, by any of the following methods: by mail: 301 – 100 Adelaide Street West Toronto, ON M5H 4H1; by fax: 416-595-9593; or online: www.voteproxyonline.com not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

Non-Registered Shareholders

Shareholders may beneficially own Common Shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-Registered Shareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by TSX Trust Company, your broker, intermediary or its agent is returned according to the instructions provided in or with such form, sufficiently in advance of the deadline specified, to ensure that they are able to provide voting instructions on your behalf.

The Company strongly encourages Shareholders to vote in advance of the Meeting by proxy and to participate either in person or virtually via Zoom.

DATED at Vancouver, British Columbia, this 10th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS:

Signed: "Dallas La Porta"
Dallas La Porta
Chief Executive Officer and Director

ZOOM MEETING LOGIN INSTRUCTIONS

To access the Meeting via the Zoom platform please use the following link:

Topic: Hyper Bit Technologies Ltd. - AGM

Time: Dec 16, 2025 10:00 AM Pacific Time (US and Canada)

Join Zoom Meeting

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Meeting ID: 831 5152 1155

Passcode: 972972

One tap mobile

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Hyper Bit Technologies Ltd.
Suite 750-580 Hornby St
Vancouver, BC V6C 3B6

INFORMATION CIRCULAR
as at November 10, 2025
(except as otherwise indicated)

This management information circular (the "Information Circular") accompanies the Notice of the annual general and special meeting (the "Meeting") of the Shareholders of Hyper Bit Technologies Ltd. (the "Company"), and is furnished to the holders (the "Shareholders") holding common shares of the Company (the "Common Shares"), in connection with the solicitation by the Company's management of proxies to be voted at the Meeting to be held at 10:00 am (Pacific Standard Time) on Tuesday, December 16, 2025 at Suite 1890 – 1075 West Georgia Street, Vancouver, BC V6E 3C9, and virtually via the Zoom platform (please refer to page 4 for Zoom login details).

Unless the context otherwise requires, capitalized terms used herein and not otherwise defined have the meanings ascribed to them in this Information Circular.

In this Information Circular, references to "the Company", "we" and "our" refer to Hyper Bit Technologies Ltd. "Common Shares" means common shares without par value in the capital of the Company. "Non-Registered Holders" 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 Non-Registered Holders. "Shareholders" mean a registered or beneficial holder of one or more common shares of the Company who is entitled to vote at the Meeting as of the Record Date (as defined below).

Under the Company's Articles, subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the meeting.

The board of directors (the "Board") of the Company has fixed November 10, 2025 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the "Proxy") are directors or officers of the Company. If your Common Shares of the Company are held in physical form (i.e. paper form) and are registered in your name, then you are a registered shareholder. However, if, like most shareholders, you keep your Common Shares in a brokerage account, then you are a Non-Registered Holder. The manner for voting is different for registered and non-registered shareholders. The instructions below should be read carefully by all shareholders.

Shareholders who wish to vote their Common Shares must vote using one of the methods set out in the attached form of proxy.

Revocation of Proxies

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney

of the Company, and delivered either to the registered office of the Company, at 580 Hornby Street, Suite 750, Vancouver, BC, V6C 3B6, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

Registered Shareholders

Registered shareholders are encouraged to vote by proxy whether or not they are able to attend the Meeting. Registered shareholders electing to submit a Proxy may do so by sending it to TSX Trust Company (the "Transfer Agent") by:

(i) by mail using the enclosed return envelope;
(ii) by hand delivery to TSX Trust Company, #301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Canada;
(iii) by facsimile to 416-595-9593; or
(iv) by internet using the 12-digit control number located at the bottom of the form of proxy at www.voteproxyonline.com.

in all cases ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time for the Meeting or the adjournment thereof at which the Proxy is to be used.

Information for Non-Registered Shareholders

In many cases, common shares beneficially owned by a Non-Registered Holder are registered either:

(a) in the name of an Intermediary that the Non-Registered Holder deals with in respect of the shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; OR
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (CDS)) of which the Intermediary is a participant.

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

Pursuant to National Instrument 54-101 ("NI 54-101") of the Canadian Securities Administrators, the Company has distributed copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly or directly to the NOBOs and to the Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries that receive the proxy-related materials are required to forward the proxy-related materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries often use service companies to forward the proxy-related materials to Non-Registered Holders.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a Non-Registered Holder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an

OBO will not receive copies of the proxy-related materials and related documents unless the OBO's Intermediary assumes the costs of delivery.

Generally, Non-Registered Holders who have not waived the right to receive proxy-related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy-related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non-Registered Holder in accordance with the Intermediary's directions on the voting instruction form. In some cases, such Non-Registered Holders will instead be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. The Proxy does not need to be signed by the Non-Registered Holder, but to be used at the Meeting, needs to be properly completed and deposited with TSX Trust Company as described under "Voting of Proxies" below.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own.

Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the Proxy is to be delivered.

All references to shareholders in this Information Circular and the accompanying Proxy and Notice of Meeting are to Shareholders as of the Record Date unless specifically stated otherwise.

Voting of Proxies

The Common Shares represented by a properly executed Proxy in favour of persons proposed by management as proxyholders in the accompanying Proxy will:

(a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and
(b) where a choice with respect to any matter to be acted upon has been specified in the Proxy, be voted in accordance with the specification made in such Proxy.

On a poll, such shares will be voted in favour of each matter for which no choice has been specified or where both choices have been marked.

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

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than as disclosed herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Only Shareholders on record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver the 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.

The authorized capital of the Company consists of an unlimited number of Common Shares. As of the Record Date, there were 31,242,299 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, as of the Record Date, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company, except as set forth below:

Shareholder Name	Number of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage of Outstanding Shares(1)
CDS & Co. (2)	23,759,509	76.049%

(1) Based on 31,242,299 Common Shares issued and outstanding as of the Record Date of this Information Circular.
(2) CDS & Co is a share depository, the beneficial ownership of which is unknown to the Company.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company'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.

Recommendation of the Board

The Board unanimously recommends that Shareholders vote in favour of all resolutions.

AUDITED FINANCIAL STATEMENTS

The Company's audited financial statements for the fiscal years ended April 30, 2025 and April 30, 2024, together with the report of the independent auditors thereon, will be presented to Shareholders at the Meeting. The receipt of the audited financial statements at the Meeting does not constitute approval or disapproval of the financial statements or of any matters contained therein, and no vote will be taken with respect to the financial statements. The audited financial statements, along with the related management's discussion and analysis, are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Request for Financial Statements

Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, both adopted by the Canadian Securities Administrators, a Shareholder or other person or company who wishes to receive annual and/or interim financial statements of the Company must provide a written request to the Company.

Shareholders are encouraged to complete the appropriate section of the Financial Statement Request Form attached to this Information Circular and return it to the Company at the following address: Hyper Bit Technologies Ltd., Attention: Chief Financial Officer, Suite 1890 – 1075 West Georgia Street, Vancouver, British Columbia, V6E 3C9

NUMBER OF DIRECTORS

The articles of the Company provide that the Board shall consist of no fewer than three (3) directors, and such greater number as may be fixed from time to time by ordinary resolution of the Shareholders.

The Board currently consists of four (4) directors.

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at four (4) for the ensuing year. The individuals nominated for election are listed under the section titled "Election of Directors" in this Information Circular.

Each director elected at the Meeting will hold office until the next annual meeting of Shareholders, or until their successor is duly elected or appointed in accordance with the Company's constating documents and the Business Corporations Act (British Columbia) (the "BCBCA"), unless their office is earlier vacated.

The resolution to fix the number of directors at four (4) will be approved if passed by an ordinary resolution, meaning a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting and entitled to vote must be in favour.

Management recommends that Shareholders vote in favour of the resolution to fix the number of directors of the Company at four (4).

ELECTION OF DIRECTORS

Directors of the Company are elected annually and serve until the next annual meeting of Shareholders, or until their successors are duly elected or appointed, unless a director's office is earlier vacated in accordance with the BCBCA and the Company's articles.

Management of the Company proposes to nominate the individuals listed below for election as directors at the Meeting. Each nominee has either served as a director since the date indicated below or is a management nominee who has consented to their nomination. Unless otherwise instructed, the persons named in the accompanying form of proxy intend to vote FOR the election of all such nominees.

If, prior to the Meeting, any nominee becomes unable or unwilling to serve, the persons named in the Proxy reserve the right to vote for a substitute nominee at their discretion, provided such action is permitted by applicable law.

Majority Voting Policy

The Company has not adopted a majority voting policy for the election of directors. In accordance with the Company's Articles and the BCBCA, a director is elected if the number of votes cast "for" their election exceeds the number of votes cast "withheld."

The Board has considered implementing a majority voting policy but believes that, given the Company's current size, stage of development, and shareholder base, the existing framework provides adequate accountability. The Board will continue to assess governance best practices, including majority voting, as the Company matures.

The following disclosure sets out the names of management's four nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, the principal occupation, business or employment of each director nominee, the period of time during which each nominee has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as of November 10, 2025.

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Name of Nominee; Current Position with the Company and Province and Country of Residence	Occupation, Business or Employment	Period as a Director of the Company	Number and Percentage of Common Shares Beneficially Owned or Controlled (1)
Dallas La Porta (2)
Chief Executive Officer and Director
British Columbia, Canada	See “Details of Directors Not Previously Elected by a Shareholder” below	June 5, 2025	169,167(4)
Daryn Gordon
Chief Financial Officer and Director
Alberta, Canada	See “Details of Directors Not Previously Elected by a Shareholder” below	August 1, 2025	Nil
Brian Gusko (2)(3)
Director
British Columbia, Canada	See “Details of Directors Not Previously Elected by a Shareholder” below	March 10, 2025	37,500
Yoshito Okubo (2)
Director
Bangkok, Thailand	See “Details of Directors Not Previously Elected by a Shareholder” below	April 14, 2025	Nil

Notes:
(1) Common Shares beneficially directly or indirectly owned or over which control or direction is exercised, at the date of this Information Circular, based upon information furnished to the Company by the individual directors.
(2) Member of Audit Committee.
(3) Chairman of the Audit Committee.
(4) The shares are owned and controlled by 1433543 BC LTD., a private company that is controlled by Dallas La Porta.

Details of Directors Not Previously Elected by a Shareholder Vote

Dallas La Porta

Mr. La Porta is a serial entrepreneur and product strategist who transforms bold concepts into market-defining technologies. He has engineered category-leading hardware and secured multiple IP wins, including medical-device and industrial patents. With recent focus on pioneering Web3 finance and tokenizing real-world assets, Mr. La Porta bridges deep technical fluency with sharp commercial insight, managing teams from concept to scale while maintaining relentless focus on user experience, defensible IP, and sustainable growth.

Daryn Gordon

Mr. Gordon is a Chartered Professional Accountant (CPA, CA) with more than two decades of finance and accounting experience. He started his career at global auditing firms Grant Thornton LLP and PwC Canada. For the last fourteen years, Mr. Gordon has continued to expand his expertise by providing CFO services to Canadian companies across a variety of industries. Mr. Gordon has a Bachelor of Management degree from the University of Lethbridge.

Brian Gusko

Mr. Gusko holds an MBA from the University of Calgary and has over 15 years of experience in capital markets, successfully helping raise more than $75 million for various enterprises. He has served on boards of several private and public companies and held CFO positions for multiple organizations. Mr. Gusko has worked

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internationally with the U.S. Department of Commerce, Mitsubishi Group in Tokyo, and a Vodafone spinoff in the Netherlands. He co-founded an international telecom infrastructure company and has facilitated the interlisting of over ten companies on the Frankfurt Stock Exchange.

Yoshito Okubo

Mr. Okubo has over a decade of industry experience in operations, business development, and emerging technologies. He has built a career at the forefront of innovation, bridging traditional industries with the transformative potential of Web3 and Blockchain ecosystems. Mr. Okubo has worked across Canada, the USA, Japan and Southeast Asia, bringing a global perspective to blockchain projects. His expertise includes decentralized ecosystems, supply chain transparency, decentralized governance, and tokenomics, with a proven track record of driving user adoption and scaling Web3 products.

As of the date of this Information Circular, the directors and executive officers of the Company, as a group, beneficially own, directly or indirectly, an aggregate of 206,667 Common Shares, representing approximately 0.66% of the issued and outstanding Common Shares.

None of the proposed nominees for election as director is being nominated pursuant to any arrangement or understanding between that nominee and any other person or company.

Management does not anticipate that any of the nominees will be unable or unwilling to serve as directors. However, if any vacancies occur in the slate of nominees prior to the Meeting, the persons named as proxyholders (the "Management Proxyholders") reserve the right to exercise discretionary authority to vote the Common Shares represented by proxy in favour of the election of such other nominees as may be designated by Management, provided that such action is permitted under applicable law.

Management recommends the approval of each of the nominees listed above for election as a director of the Company for the ensuing year.

Corporate Cease Trade Orders and Bankruptcies

No proposed nominee for election as a director of the Company was a director or executive officer of any company (including the Company in respect of which this Information Circular is prepared) acted in that capacity for a company that was: subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;

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

(b) 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; or has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;

(c) 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

(d) subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

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Bankruptcies

To the best of the Company's knowledge, no proposed nominee for election as a director of the Company, has been within the past 10 years, a director or executive officer of any company that, while the person was acting in such capacity, or within one year of ceasing to do so:

became bankrupt;
made a proposal under any legislation relating to bankruptcy or insolvency;
was subject to or instituted any proceedings, arrangements, or compromises with creditors; or
had a receiver, receiver manager, or trustee appointed to hold its assets.

Personal Bankruptcies

To the best of the Company's knowledge, no proposed nominee for election as a director of the Company has, within the past 10 years, personally:

become bankrupt;
made a proposal under bankruptcy or insolvency legislation;
been subject to or instituted proceedings, arrangements, or compromises with creditors; or
had a receiver, receiver manager, or trustee appointed over their assets.

Penalties or Sanctions

To the best of the Company's knowledge, no proposed nominee for election as a director of the Company:

has been subject to any penalty or sanction imposed by a court or securities regulatory authority relating to securities legislation or entered into a settlement agreement with a securities regulatory authority; or
has been subject to any other penalty or sanction imposed by a court or regulatory body that would likely be considered important by a reasonable securityholder in deciding whether to vote for that proposed director.

Conflicts of Interest

Directors are required by law to act honestly and in good faith, with a view to the best interests of the Company, and to disclose any conflict of interest they may have with respect to any material contract, transaction, or opportunity involving the Company.

In accordance with the BCBCA and the Company's internal governance policies:

Any director with a conflict is required to disclose the nature and extent of their interest.
The director must abstain from voting on any matter in which they have a material interest.

To the best of the Company's knowledge, and except as disclosed herein, there are no known existing or potential conflicts of interest among any of the proposed directors, officers, or promoters of the Company as a result of outside business interests, except that certain directors and officers may also serve as directors or officers of other reporting or private companies. As a result, conflicts may arise from time to time. Any related party transactions during the fiscal year ended April 30, 2025 are disclosed in the Company's Management's Discussion and Analysis, available on SEDAR+ at www.sedarplus.ca

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Pursuant to National Instrument 52-110 – Audit Committees ("NI 52-110") of the Canadian Securities Administrators, the Company, as a venture issuer, is required to disclose certain information regarding the composition of its Audit Committee and its relationship with the Company's independent auditor.

The Audit Committee's Charter

The Company's Audit Committee Charter sets out the responsibilities, authority, and composition of the Audit Committee, as well as its oversight role in relation to the Company's financial reporting and disclosure processes.

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A copy of the Audit Committee Charter is attached to this Information Circular as Schedule "A".

Composition of the Audit Committee

As of the date of this Information Circular, the Audit Committee of the Company is comprised of the following three members:

Audit Committee Members
Name	Independence	Financial Literacy	Role
Brian Gusko	Independent	Financially literate	Chair
Yoshito Okubo	Independent	Financially literate	Member
Dallas La Porta	Not Independent	Financially literate	Member

Relevant Education and Experience

In addition to their general business experience, each member of the Audit Committee possesses education and experience relevant to the performance of their responsibilities as an audit committee member, as described below:

Brian Gusko has extensive international business experience having worked for telecommunications and information technology firms in Canada, Japan, Holland, and South Africa. He has approximately 15 years of experience in capital markets. Mr. Gusko has served as CFO of several public companies and has extensive board and audit committee experience.

Yoshito Okubo has over a decade of international experience in operations, business development, and emerging technologies, with a particular focus on Web3 and blockchain ecosystems. He has held leadership and advisory roles across Canada, the United States, Japan, and Southeast Asia, providing him with a broad understanding of cross-border regulatory and business frameworks. Mr. Okubo's extensive operational and international experience equips him with a strong foundation in evaluating emerging-technology risks, compliance considerations, and organizational governance processes relevant to the Company's financial reporting and internal audit functions.

Dallas La Porta is an accomplished entrepreneur and product strategist with extensive experience in developing, financing, and commercializing advanced technologies. Over his career, he has successfully led multidisciplinary teams from concept through scale-up, overseeing corporate governance, budgeting, and compliance processes across multiple ventures. Mr. La Porta's recent focus on Web3 finance and the tokenization of real-world assets adds depth to the Committee's understanding of emerging-technology risks, digital-asset valuation, and regulatory compliance considerations relevant to the Company's financial-reporting environment.

Each member of the Audit Committee has education and experience that is relevant and sufficient to enable them to:

a) Understand the accounting principles used by the Company to prepare its financial statements, and assess their general application, particularly with respect to estimates, accruals, and reserves;

b) Possess experience in preparing, auditing, analysing, or evaluating financial statements of comparable breadth and complexity to those expected of the Company, or have actively supervised individuals engaged in such activities; and

c) Demonstrate an understanding of the Company's internal controls and procedures for financial reporting.

Audit Committee Oversight

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

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Reliance on Certain Exemptions

The Company confirms that it has not relied on any of the following exemptions under NI 52-110 during the most recently completed financial year:

Section 2.4 – De Minimis Non-Audit Services
Section 3.2 – Initial Public Offerings
Section 3.4 – Events Outside Control of Member
Section 3.5 – Death, Disability or Resignation of Audit Committee Member
Any exemption granted under Part 8 of NI 52-110

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

The Company has not relied on the exemption in:

Subsection 3.3(2) – Controlled Companies
Section 3.6 – Temporary Exemption for Limited and Exceptional Circumstances

Reliance on Section 3.8 – Acquisition of Financial Literacy

The Company has not relied on Section 3.8 of NI 52-110 in connection with any Audit Committee member acquiring financial literacy during the most recently completed financial year.

Reliance on Section 6.1 – Venture Issuer Exemption

As a venture issuer, the Company is relying on the exemption provided under Section 6.1 of NI 52-110, which exempts the Company from the Audit Committee composition requirements in Part 3 and the reporting obligations in Part 5 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services by the external auditor, which are outlined in the Audit Committee Charter under the section titled "External Auditors."

External Auditor Service Fees

In the table below:

Audit Fees refer to fees billed by the Company's external auditor for the audit of the Company's annual financial statements.
Audit-Related Fees refer to assurance and related services reasonably related to the performance of the audit or review, but not reported under Audit Fees.
Tax Fees refer to fees for professional services related to tax compliance, tax advice, and tax planning.
All Other Fees refer to fees for products and services not included in the above categories

The aggregate fees billed by the Company's external auditor, Davidson & Company LLP, for the two most recently completed financial years are as follows (all amounts in CAD):

	Financial Year Ending April 30, 2025	Audit Fees (1)	Audit-related Fees (2)	Tax Fees (3)	All Other Fees (4)
Davidson & Company LLP Chartered Professional Accountant	2025	28,342	Nil	Nil	Nil
	2024	29,000	Nil	Nil	Nil

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CORPORATE GOVERNANCE

Maintaining a high standard of corporate governance is a priority for the Board and the Company's management believes that effective corporate governance will help create and maintain shareholder value in the long term. A description of the Company's corporate governance practices, which addresses the matters set out in National Instrument 58-101 Disclosure of Corporate Governance Practices, is set out below.

Board of Directors

Management is nominating four individuals to the Company's Board.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The Board gives direction and guidance through the Chair of the Board to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the Shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee and the chairperson of that committee. The Board establishes and periodically reviews and updates the Audit Committee mandates, duties and responsibilities, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, CFO, Chair of the Board and President of the Company and establishes the duties and responsibilities of those positions and on the recommendation of those positions and on the recommendation of both the CEO and the President, appoints the senior officers of the Company and approves the senior management structure of the Company.

The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the CEO, or subject to the Articles of the Company, or any director.

The mandate of the Board is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its committees.

Directorships

The following directors of the Company are also directors of other reporting issuers as stated below:

Name of Director	Name of Other Reporting Issuer	Position with Other Reporting Issuer
Dallas La Porta	Mijem Newcomm Tech Inc.	Director
Daryn Gordon	Star Copper Corp.
New Leaf Ventures Inc.
Margaret Lake Diamonds Inc.
Xcite Resources Inc.	Director
Director
Director
Senior Officer and Director
Brian Gusko	Biome Grow Inc.
Mijem Newcomm Tech Inc.	Director
Director

Orientation and Continuing Education

The Company does not currently have any formal orientation or continuing education programs for new directors. Orientation and education of new directors is carried out through an informal process. New board members are provided with access to recent, publicly filed documents of the Company, technical reports and internal financial information. The Company also provides technical presentations and/or information to new directors where necessary to ensure that they possess or have access to the technical skills and knowledge necessary for them to meet their obligation as directors.

Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation with management's

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assistance, to attend related industry seminars and conventions and to visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Company does not currently have a formal code of business conduct or policy in place for its directors, officers, employees and consultants. The Board believes that the Company's size facilitates informal review and discussions with employees and consultants to promote ethical business conduct.

The Board itself must comply with statutory conflict of interest provisions as well as the relevant securities regulatory instruments and individual directors must exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's 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 Company.

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 view 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 Company, this policy will be reviewed.

Compensation Committee

The Company does not have a Compensation Committee at this time.

Other Board Committees

The Board has no committees, other than the Audit Committee.

Assessments

The Board of the Company has not established any formal procedures for assessing the performance of the Board or its committees and members. Generally, those responsibilities have been carried out on an informal basis by the Board itself. Furthermore, it is the view of the Board that due to its small size and the close and open relationship among its members, the formality of a committee would not be as effective as the current arrangement and is not necessary.

STATEMENT OF EXECUTIVE COMPENSATION

The following Statement of Executive Compensation is prepared in accordance with applicable securities legislation, and its purpose is to provide disclosure of all compensation earned by certain executive officers and directors in connection with their position as an officer of or consultant to the Company.

GENERAL

For the purpose of this Statement of Executive Compensation:

"Company" means Hyper Bit Technologies Ltd.;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

"NEO" or "named executive officer" means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;

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(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Based on the foregoing definition, during the last two completed fiscal years, April 30, 2025 and 2024, the Company had four (4) NEOs, namely, Dallas La Porta, CEO, Daryn Gordon, CFO, Robert Eadie, former President and CEO and Gary Acra, former CFO and Corporate Secretary.

DIRECTOR AND NEO COMPENSATION

Director and NEO compensation, excluding options and compensation securities

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or its subsidiary, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or its subsidiary for each of the Company's two most recent completed financial years:

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Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisite s ($)	Value of all other compensation ($)	Total compensation ($)
Robert Eadie (1)
Former President, CEO & Director	2025	27,000	Nil	Nil	Nil	Nil	27,000
	2024	48,500	Nil	Nil	Nil	Nil	48,500
Gary Arca (2)
Former CFO, Corporate Secretary & Director	2025	28,750	Nil	Nil	Nil	Nil	28,750
	2024	42,500	Nil	Nil	Nil	Nil	42,500
Gina Pala (3)
Former Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	12,500	Nil	Nil	Nil	Nil	12,500
Tanya Lutzke (4)
Former Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	12,500	Nil	Nil	Nil	Nil	12,500
Dallas La Porta (5)
Chief Executive Officer and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Daryn Gordon (6)
Chief Financial Officer and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Brian Gusko (7)
Director	2025	6,000	Nil	Nil	Nil	Nil	6,000
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Yoshito Okubo (8)
Director	2025	267	Nil	Nil	Nil	Nil	267
	2024	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) Robert Eadie was elected to the Board on October 1, 2018 and appointed President and CEO on September 12, 2019. Mr. Eadie resigned from all his positions with the Company on June 5, 2025.
(2) Gary Arca was elected to the Board on November 5, 2018 and was also appointed CFO and Corporate Secretary. Mr. Arca resigned from all his positions with the Company on July 17, 2025.
(3) Gina Pala was elected to the Board on June 30, 2019. Ms. Pala resigned her position with the Company on May 12, 2025.
(4) Tanya Lutzke was elected to the Board on March 18, 2022. Ms. Lutzke resigned her position with the Company on October 24, 2024.
(5) On June 5, 2025, Dallas La Porta was elected to the Board and appointed President and CEO.
(6) On July 17, 2025, Daryn Gordon was elected to the Board and appointed CFO.
(7) Brian Gusko was elected to the Board on March 10, 2025.

Stock Options and Other Compensation Securities

There were no stock options outstanding to NEOs and directors of the Company during the financial year ended April 30, 2025.

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Exercise of Compensation Securities by Directors and Named Executive Officers

There were no compensation securities exercised by NEOs or directors during the financial year ended April 30, 2025.

Stock Option Plans and Other Incentive Plans

Stock Option Plan

Incentive stock options are governed by the Company's stock option plan (the "Plan"). The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate directors, employees, executive officers and consultants, to reward or compensate such persons from time to time for their contributions toward the long-term goals of the Company, and to enable and encourage such persons to acquire Common Shares as long-term investments.

The Plan is administered by the Company's directors. The material terms of the Plan are as follows:

The aggregate maximum number of options (the "Options"), which may be granted under the Plan at any one time is 10% of the number of Common Shares the Company has outstanding at the time of grant.
The term of any Options granted under the Plan will be fixed by the Board at the time such Options are granted, provided that Options will not be permitted to exceed a term of ten years.
The exercise price of any Options granted under the Plan will be determined by the Board, in its sole discretion, but shall not be less than the greater of the closing market prices of the Company's Common Shares on;
a. the trading day prior to the date of grant of the Options; and
b. the date of grant of the Options.
The Board may impose vesting periods on any Options granted.
All Options will be non-assignable and non-transferable (except upon the death of an option holder ("Option Holder"), in which case any outstanding options may be exercised by the Option Holder's successors).
If an Option expires or terminates for any reason without having been exercised in full, the un-purchased Common Shares subject thereto shall again be available for the purposes of the Plan.
The Board shall not grant Options to any one person in a 12-month period which will, when exercised, exceed 5% of the issued and outstanding Common Shares of the Company (calculated at the date such Options are granted);
If the Option Holder ceases to be a director of the Company (other than by reason of death, disability or termination for just cause), then the Option granted shall expire on no later than the 90th day following the date that the Option Holder ceases to be a director of the Company, subject to the terms and conditions set out in the Plan. If the Option holds his or her Option as an employee or consultant of the Company (other than an employee or consultant performing Investor Relations Activities) and such Option Holder ceases to be an employee or consultant of the Company other than by reason of death, the Expiry Date of the Option shall be the 30th day following the date the Option Holder ceases to be an employee or consultant of the Company, unless the Option Holder ceases to be such as a result of:
a. termination for cause; or
b. an order of a Regulatory Authority, in which case the Expiry Date shall be the date the Option Holder ceases to be an employee or consultant of the Company.

If the Option Holder is engaged in investor relations activities and ceases to be an employee, consultant or management company employee of the Company (other than by reason of death or termination for just cause), then the option granted shall expire on the date that the option holder ceases to be an employee or consultant of the Company. If the Option Holder's position as a director, officer, employee or consultant is terminated for just cause, then the Option granted shall expire the date of termination for just cause.

The Plan has been superseded and replaced in its entirety by the Company's new Omnibus Plan (as defined herein), subject to shareholder approval as described below. No further awards will be granted under the former Plan following adoption of the Omnibus Plan.

As at April 30, 2025, the Company did not have any Options issued or outstanding under the Plan. Subsequent to the financial year end, the Company issued 1,900,000 Options, of which 1,500,000 Options remain outstanding

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as of the Record Date. These Options, originally issued under the Plan, will carry over to and be governed by the new Omnibus Plan.

Omnibus Equity Incentive Plan

Shareholders will be asked to consider, and if deemed advisable, to approve an ordinary resolution ratifying and approving the Company's Omnibus Equity Incentive Plan (the "Omnibus Plan"). The Omnibus Plan, which replaces and supersedes the Company's prior Plan, was adopted by the Board on November 10, 2025, subject to shareholder approval and acceptance by the Canadian Securities Exchange (the "CSE"). The Omnibus Plan is attached hereto as Schedule "B".

Purpose of the Omnibus Plan

The purpose of the Omnibus Plan is to provide the Company with a comprehensive framework for granting equity-based awards that will:

Attract, retain, and motivate directors, officers, employees, consultants and other service providers ("Participants");
Align the interests of Participants with those of shareholders; and
Encourage long-term value creation and growth of the Company.

The Omnibus Plan replaces the Company's previous Plan and is intended to provide flexibility through a variety of award types.

Key Terms of the Omnibus Plan

Types of Awards

The Omnibus Plan permits the issuance of the following types of equity-based awards:

Stock Options
Restricted Share Units ("RSUs")
Performance Share Units ("PSUs")
Deferred Share Units ("DSUs")

All awards are settled in Common Shares of the Company, subject to applicable securities law and CSE policies.

Shares Reserved for Issuance

The aggregate number of Common Shares issuable under the Omnibus Plan shall not exceed 20% of the issued and outstanding Common Shares of the Company from time to time (a "rolling 20% plan"). The Omnibus Plan is considered an "evergreen" plan, since the shares covered by awards which have been settled, exercised or terminated shall be available for subsequent grants under the Omnibus Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.

As of the Record Date, 1,500,000 Options are outstanding and a maximum of 4,748,459 Common Shares shall be reserved for issuance under the Omnibus Plan.

Eligibility

Awards may be granted to any director, officer, employee, consultant or other eligible service provider of the Company or its subsidiaries, as determined by the Board in accordance with CSE policies.

Administration

The Omnibus Plan is administered by the Board or, if appointed, a committee of the Board. The Board has full authority to:

Determine eligibility and the type, amount, and terms of awards;
Establish vesting schedules and performance conditions;
Amend or terminate the Omnibus Plan, subject to shareholder and regulatory approval where required.

Vesting and Exercise

Vesting terms are determined by the Board at the time of grant.
Unless otherwise specified, Options and RSUs typically vest over a period of up to three years.
Each Option must be exercised within a period not exceeding ten (10) years from the date of grant.

Exercise Price

The exercise price of Stock Options shall not be less than the market price of the Common Shares on the CSE at the time of grant.

Cashless (Net) Exercise Feature

The Omnibus Plan permits cashless (net) exercise of Options.

Upon exercise, instead of paying the exercise price in cash, a Participant may elect to receive only that number of Common Shares having a fair market value equal to the in-the-money value of the Option being exercised.
This feature allows Participants to realize value without advancing cash for the exercise price, while minimizing share dilution.
The number of Common Shares issued on a cashless exercise is determined by the formula set out in the Omnibus Plan, based on the difference between the market price and the exercise price of the Option.

Termination of Service

If a Participant ceases to be eligible (due to resignation, termination, death, or disability), the unvested portion of awards generally expires immediately, and vested awards remain exercisable for a limited period (typically 90 days, or one year in the event of death or disability).

Transferability

Awards are non-transferable except by will or the laws of succession.

Blackout Periods

If an Option would otherwise expire during a blackout period imposed by the Company, the expiry date shall automatically extend ten business days following the end of the blackout period.

Change of Control

In the event of a Change of Control, the Board may:

Accelerate the vesting of outstanding awards; or
Permit Participants to tender or exchange awards for consideration received by Shareholders.

Amendments

The Board may amend the Omnibus Plan or any award without Shareholder approval for administrative or compliance reasons, provided such amendments do not:

Increase the number of Common Shares reserved for issuance;

Reduce the exercise price of outstanding Options held by insiders;
Extend the term of any award beyond its original expiry date; or
Materially modify the eligibility or participation provisions.

Shareholder approval is required for these material amendments.

Termination of the Omnibus Plan

The Board may suspend or terminate the Omnibus Plan at any time, provided that no rights of Participants with respect to previously granted awards are adversely affected without consent.

Outstanding Awards

As of the date of this Information Circular, no awards have been granted under the Omnibus Plan.

Shareholder Approval

The Omnibus Plan must be approved by an ordinary resolution of disinterested Shareholders see “Particulars of Matters to Be Acted Upon - Omnibus Equity Incentive Plan”.

Upon approval, the Omnibus Plan will take effect and replace the Company's prior Plan.

The foregoing description of the Omnibus Plan is intended as a summary only. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the Omnibus Plan, attached hereto as Schedule “B”.

Disclosure Respecting Security-Based Compensation Arrangements

We believe that equity-based compensation awards motivate our executive officers to achieve our business and financial objectives, and also align their interests with the long-term interests of our shareholders. We provide base salary to compensate employees for their day-to-day responsibilities, at levels that we believe are necessary to attract and retain executive officer talent.

While we have determined that our current approach to executive officer compensation is effective at attracting and maintaining executive officer talent, we evaluate our compensation practices on an ongoing basis to ensure that we are providing market-competitive compensation opportunities for our executive team. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, including the ability to attract and retain key employees and to adapt to growth and other changes in our business and industry.

Oversight and description of director and named executive officer compensation

The Company does not have a formal compensation program. The Board is responsible for ensuring that the Company has in place an appropriate plan for executive compensation and for making recommendations with respect to the compensation of the Company's executive officers. The Board is responsible for all matters relating to the compensation of the directors and executive officers of the Company with respect to: (i) general compensation goals and guidelines and the criteria by which bonuses and stock compensation awards are determined; (ii) amendments to any equity compensation plans adopted by the Board and changes in the number of Common Shares reserved for issuance thereunder; and (iii) other plans that are proposed for adoption or adopted by the Company for the provision of compensation. The general objectives of the Company's compensation strategy are to: (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management's interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other companies to enable the Company to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a technology company without a history of earnings.

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Employment, consulting and management agreements

There are no written employment, consulting or management contracts between the Company and any NEOs.

Pension disclosure

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan the Company has in place is the Omnibus Plan, which replaces the former Plan. As of the Record Date, 1,500,000 Options are outstanding and will carry over to and be governed by the Omnibus Plan. Upon Shareholder approval of the Omnibus Plan, a maximum of 20% of the Company's issued and outstanding Common Shares will be reserved for issuance pursuant to awards granted under the Omnibus Plan on a "rolling" basis.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) (c)
Equity Compensation Plans Approved by Securityholders (Stock Option Plan)	1,500,000 (2)	-	0
Equity Compensation Plans Not Approved by Securityholders (Omnibus Plan)	0	N/A	4,748,459 (20% of the issued and outstanding Common Shares (2))

Notes:
(1) Warrants and rights do not form part of the Company's equity compensation plan.
(2) Under the Omnibus Plan, a maximum of 20% of the Company's issued and outstanding Common Shares (6,248,459) are reserved for issuance. Of this total, 1,500,000 Options are currently issued and outstanding, leaving 4,748,459 securities available for future issuance under the Omnibus Plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is, or at any time during the two most recently completed financial years was, a director or executive officer of the Company or its subsidiaries, a proposed nominee for election as a director of the Company or its subsidiaries, or an associate of any of the foregoing individuals, has been indebted to the Company or its subsidiaries at any time since the commencement of the Company's last completed financial year.

MANAGEMENT CONTRACTS

Except as otherwise disclosed herein, the Company has no management agreements or arrangements under which the management functions of the Company are performed other than by the Company's directors and executive officers.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Information Circular, no director or executive officer of the Company who held such office at any time since the beginning of the Company's most recently completed financial year, no

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proposed nominee for election as director, and no associate or affiliate of any such person, has or has had any material interest, direct or indirect, by beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

PARTICULARS OF MATTERS TO BE ACTED UPON

APPOINTMENT AND REMUNERATION OF AUDITOR

At the Meeting, Davidson & Company, LLP, Chartered Professional Accountants, located at 609 Granville Street, Suite 1200, Vancouver, BC, V7Y 1H4, will be recommended by management and the board of directors for reappointment as auditor of the Company, at a remuneration to be fixed by the directors.

The Company's management recommends that the shareholders vote in favour of the appointment of Davidson & Company, LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing year and grant the Board of Directors the authority to determine the remuneration to be paid to the auditor.

Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the appointment of Davidson & Company LLP, Chartered Professional Accountants, to act as the Company's auditor until the Company changes its auditor or until the close of its next annual general meeting and also intend to vote FOR the proposed resolution to authorize the Board of Directors to fix the remuneration to be paid to the auditor.

OMNIBUS EQUITY INCENTIVE PLAN

On November 10, 2025, the Board implemented and adopted the Omnibus Plan, reserving for issuance, a maximum of 20% of the issued and outstanding Common Shares at the time of grant.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution (the "Omnibus Plan Resolution") to approve the Omnibus Plan of the Company. A summary of the material provisions of the Omnibus Plan is described above under the heading "Stock Option Plans and Other Incentive Plans - Omnibus Equity Incentive Plan".

Adoption of the Omnibus Plan is subject to the approval of Shareholders at the Meeting and final acceptance from the CSE.

The Omnibus Plan Resolution, which, to be effective, pursuant to CSE policies, must be passed by not less than a majority of the votes cast by Shareholders at the Meeting.

The text of the ordinary resolution approving the Omnibus Plan is as follows:

"BE IT RESOLVED as an ordinary resolution that:

the Omnibus Plan, substantially in the form attached at Schedule "B" to the management information circular of the Company dated November 10, 2025, be and the same is hereby ratified, confirmed and approved;
the maximum number of awards of the Company which may be issued under the Omnibus Plan shall equal to twenty (20) percent of the then issued and outstanding common shares of the Company from time to time;
any director or officer be and is hereby authorized to amend the Omnibus Plan should such amendments be required by applicable regulatory authorities;
the Company be and is hereby authorized to make such amendments, if any, to the Omnibus Plan, as may be requested by the CSE in order that the Omnibus Plan complies with applicable policies of the CSE; and

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any director or officer of the Company be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Company (whether under the seal of the Company or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution"

The Company's management believes that the approval of the Omnibus Plan is in the best interest of the Company and recommends that Shareholders of the Company vote in favour of approving the Omnibus Plan.

Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the Omnibus Plan Resolution.

Following approval of the Omnibus Plan by the Company's Shareholders, further Shareholder approval will not be required for awards grants made under the Omnibus Plan until December 16, 2028.

ADDITIONAL INFORMATION

Additional Information concerning the Company is available on the Company's profile on SEDAR+ at www.sedarplus.ca. Financial information concerning the Company is provided in the Company's comparative audited financial statements and management's discussion and analysis for the financial year ended April 30, 2025. Shareholders wishing to obtain a copy of the Company's financial statements and management's discussion and analysis may contact the Company by mail at 580 Hornby Street, Suite 750, Vancouver, BC, V6C 3B6 or by email at [email protected].

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 Information Circular.

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

DATED at Vancouver, British Columbia, this 10th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS:

Signed: "Dallas La Porta"
Dallas La Porta
Chief Executive Officer and Director

Schedule A

[Audit Committee Charter attached hereto]

HYPER BIT TECHNOLOGIES LTD.

AUDIT COMMITTEE CHARTER

This Charter establishes the composition, the authority, roles and responsibilities and the general objectives of the Company's audit committee, or its Board of Directors in lieu thereof (the "Audit Committee"). The roles and responsibilities described in this Charter must at all times be exercised in compliance with the legislation and regulations governing the Company and any subsidiaries.

Composition

(a) Number of Members. The Audit Committee must be comprised of a minimum of three directors of the Company, a majority of whom will be independent. Independence of the board members will be as defined by applicable legislation.

(b) Chair. If there is more than one member of the Audit Committee, members will appoint a chair of the Audit Committee (the "Chair") to serve for a term of one (1) year on an annual basis. The Chair may serve as the chair of the Audit Committee for any number of consecutive terms.

(c) Financially Literacy. All members of the audit committee will be financially literate as defined by applicable legislation. If upon appointment a member of the Audit Committee is not financially literate as required, the person will be provided with a period of three months to acquire the required level of financial literacy.

Meetings

(a) Quorum. The quorum required to constitute a meeting of the Audit Committee is set at a majority of members.

(b) Agenda. The Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda materials such as draft financial statements must be circulated to all Audit Committee members for members to have a reasonable amount of time to review the materials prior to the meeting.

(c) Notice to Auditors. The Company's auditors (the "Auditors") will be provided with notice as necessary of any Audit Committee meeting, will be invited to attend each such meeting and will receive an opportunity to be heard at those meetings on matters related to the Auditor's duties.

(d) Minutes. Minutes of the Audit Committee meetings will be accurately recorded, with such minutes recording the decisions reached by the committee.

Roles and Responsibilities

The roles and responsibilities of the Audit Committee include the following:

External Auditor

The Audit Committee will:

(a) Selection of the external auditor. Select, evaluate and recommend to the Board, for shareholder approval, the Auditor to examine the Company's accounts, controls and financial statements.

(b) Scope of Work. Evaluate, prior to the annual audit by the Auditors, the scope and general extent of the Auditor's review, including the Auditor's engagement letter.

(d) Replacement of Auditor. If necessary, recommend the replacement of the Auditor to the Board of Directors.

(e) Approve Non-Audit Related Services. Pre-approve all non-audit services to be provided by the Auditor to the Company or its subsidiaries.

(f) Direct Responsibility for Overseeing Work of Auditors. Must directly oversee the work of the Auditor. The Auditor must report directly to the Audit Committee.

(g) Resolution of Disputes. Assist with resolving any disputes between the Company's management and the Auditors regarding financial reporting.

Consolidated Financial Statements and Financial Information

The Audit Committee will:

(h) Review Audited Financial Statements. Review the audited consolidated financial statements of the Company, discuss those statements with management and with the Auditor, and recommend their approval to the Board.

(i) Review of Interim Financial Statements. Review and discuss with management the quarterly consolidated financial statements, and if appropriate, recommend their approval by the Board.

(j) MD&A, Annual and Interim Earnings Press Releases, Audit Committee Reports. Review the Company's management discussion and analysis, interim and annual press releases, and audit committee reports before the Company publicly discloses this information.

(k) Auditor Reports and Recommendations. Review and consider any significant reports and recommendations issued by the Auditor, together with management's response, and the extent to which recommendations made by the Auditor have been implemented.

Risk Management, Internal Controls and Information Systems the Audit Committee will:

(l) Internal Control. Review with the Auditors and with management, the general policies and procedures used by the Company with respect to internal accounting and financial controls. Remain informed, through communications with the Auditor, of any weaknesses in internal control that could cause errors or deficiencies in financial reporting or deviations from the accounting policies of the Company or from applicable laws or regulations.

(m) Financial Management. Periodically review the team in place to carry out financial reporting functions, circumstances surrounding the departure of any officers in charge of financial reporting, and the appointment of individuals in these functions.

(n) Accounting Policies and Practices. Review management plans regarding any changes in accounting practices or policies and the financial impact thereof.

(o) Litigation. Review with the Auditors and legal counsel any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the consolidated financial statements.

(p) Other. Discuss with management and the Auditors correspondence with regulators, employee complaints, or published reports that raise material issues regarding the Company's financial statements or disclosure.

Complaints

(q) Accounting, Auditing and Internal Control Complaints. The Audit Committee must establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters.

(r) Employee Complaints. The Audit Committee must establish a procedure for the confidential transmittal on condition of anonymity by the Company's employees of concerns regarding questionable accounting or auditing matters.

Authority

(a) Auditor. The Auditor, and any internal auditors hired by the company, will report directly to the Audit Committee.

(b) To Retain Independent Advisors. The Audit Committee may, at the Company's expense and without the approval of management, retain the services of independent legal counsels and any

other advisors it deems necessary to carry out its duties and set and pay the monetary compensation of these individuals.

Reporting

The Audit Committee will report to the Board on:

(a) the Auditor's independence;

(b) the performance of the Auditor and any recommendations of the Audit Committee in relation thereto;

(d) the adequacy of the Company's internal controls and disclosure controls;

(e) the Audit Committee's review of the annual and interim consolidated financial statements;

(f) the Audit Committee's review of the annual and interim management discussion and analysis;

(g) the Company's compliance with legal and regulatory matters to the extent they affect the financial statements of the Company; and

(h) all other material matters dealt with by the Audit Committee.

Schedule B

[Omnibus Equity Incentive Plan attached hereto]

HYPER BIT TECHNOLOGIES INC.

OMNIBUS EQUITY INCENTIVE PLAN

November 10, 2025

ARTICLE 1 PURPOSE

1.1 Purpose ... 1

ARTICLE 2 INTERPRETATION

2.1 Definitions ... 1
2.2 Interpretation ... 9

ARTICLE 3 ADMINISTRATION

3.1 Administration ... 10
3.2 Delegation to Committee ... 11
3.3 Determinations Binding ... 11
3.4 Eligibility ... 11
3.5 Plan Administrator Requirements ... 11
3.6 Total Shares Subject to Awards ... 12
3.7 Award Agreements ... 12
3.8 Non-transferability of Awards ... 12

ARTICLE 4 OPTIONS

4.1 Granting of Options ... 13
4.2 Exercise Price ... 13
4.3 Term of Options ... 13
4.4 Vesting and Exercisability ... 13
4.5 Payment of Exercise Price ... 13

ARTICLE 5 RESTRICTED SHARE UNITS

5.1 Granting of RSUs ... 14
5.2 RSU Account ... 15
5.3 Vesting of RSUs ... 15
5.4 Settlement of RSUs ... 15

ARTICLE 6 PERFORMANCE SHARE UNITS

6.1 Granting of PSUs ... 16
6.2 Terms of PSUs ... 16
6.3 Performance Goals ... 16
6.4 PSU Account ... 16
6.5 Vesting of PSUs ... 16
6.6 Settlement of PSUs ... 17

ARTICLE 7 DEFERRED SHARE UNITS

7.1 Granting of DSUs ... 17
7.2 DSU Account ... 19
7.3 Vesting of DSUs ... 19
7.4 Settlement of DSUs ... 19
7.5 No Additional Amount or Benefit ... 19

ARTICLE 8 ARTICLES ADDITIONAL AWARD TERMS

8.1 Dividend Equivalents ... 20
8.2 Black-out Period ... 20
8.3 Withholding Taxes ... 20
8.4 Recoupment ... 21

Page

ARTICLE 9 TERMINATION OF EMPLOYMENT OR SERVICES 21
9.1 Termination of Employee, Consultant or Director 21
9.2 Discretion to Permit Acceleration 23

ARTICLE 10 EVENTS AFFECTING THE CORPORATION 23
10.1 General 23
10.2 Change in Control 23
10.3 Reorganization of Corporation's Capital 24
10.4 Other Events Affecting the Corporation 25
10.5 Immediate Acceleration of Awards 25
10.6 Issue by Corporation of Additional Shares 25
10.7 Fractions 25

ARTICLE 11 U.S. TAXPAYERS 25
11.1 Provisions for U.S. Taxpayers 25
11.2 ISOs 26
11.3 ISO Grants to 10% Shareholders 26
11.4 $100,000 Per Year Limitation for ISOs 26
11.5 Disqualifying Dispositions 26
11.6 Section 409A of the Code 27
11.7 Section 83(b) Election 28
11.8 Application of Article 11 to U.S. Taxpayers 28

ARTICLE 12 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN 28
12.1 Amendment, Suspension, or Termination of the Plan 28
12.2 Shareholder Approval 28
12.3 Permitted Amendments 29

ARTICLE 13 MISCELLANEOUS 29
13.1 Legal Requirement 29
13.2 No Other Benefit 30
13.3 Rights of Participant 30
13.4 Corporate Action 30
13.5 Conflict 30
13.6 Anti-Hedging Policy 30
13.7 Participant Information 30
13.8 Participation in the Plan 30
13.9 International Participants 31
13.10 Successors and Assigns 31
13.11 General Restrictions or Assignment 31
13.12 Severability 31
13.13 Notices 31
13.14 Effective Date 32
13.15 Governing Law 32
13.16 Submission to Jurisdiction 32

Hyper Bit Technologies Inc.

Omnibus Equity Incentive Plan

ARTICLE 1
PURPOSE

1.1 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees and Consultants of the Corporation and its subsidiaries, to reward such of those Directors, Officers, Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such Directors, Officers, Employees and Consultants to acquire Shares as long-term investments and proprietary interests in the Corporation.

ARTICLE 2
INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

(a) “Affiliate” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators, as amended from time to time;

(b) “Award” means any Option, Restricted Share Unit, Performance Share Unit or Deferred Share Unit granted under this Plan which may be denominated or settled in Shares, cash or in such other form as provided herein;

(c) “Award Agreement” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been granted under this Plan and which need not be identical to any other such agreements;

(d) “Board” means the board of directors of the Corporation as it may be constituted from time to time;

(e) “Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Vancouver are open for commercial business during normal banking hours;

(f) “Canadian Taxpayer” means a Participant that is resident of Canada for purposes of the Tax Act;

(g) “Cash Fees” has the meaning set forth in Subsection 7.1(a);

(h) “Cashless Exercise” has the meaning set forth in Subsection 4.5(b);

(i) "Cause" means, with respect to a particular Participant:

(i) "cause" (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee;

(ii) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation or "cause" (or any similar term) is not defined in such agreement, "cause" as such term is defined in the Award Agreement; or

(iii) in the event neither (a) nor (b) apply, then "cause" as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where (i) an employer may terminate an individual's employment without notice or pay in lieu thereof or other damages, or (ii) the Corporation or any subsidiary thereof may terminate the Participant's contract without notice or without pay in lieu thereof or other termination fee or damages;

(j) "Change in Control" means the occurrence of any one or more of the following events:

(i) any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or more Persons acting jointly or in concert hereafter acquires the direct or indirect "beneficial ownership" (as defined in the Securities Act (British Columbia)) of or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, 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 consolidated assets of the Corporation to a Person other than a subsidiary of the Corporation;

(iii) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one (1) or more Persons which were Affiliates of the Corporation prior to such event;

(iv) the occurrence of a transaction requiring approval of the Corporation's shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Corporation);

(v) individuals who comprise the Board as of the date hereof (the "Incumbent Board") for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation's shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board; or

(vi) any other event which the Board determines to constitute a change in control of the Corporation;

provided that, notwithstanding clause (i), (ii), (iii) and (iv) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clause (i), (ii), (iii) or (iv) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (ii) above) (the "Surviving Entity") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees ("voting power") of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the "Parent Entity") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a "Non-Qualifying Transaction" and, following the Non- Qualifying Transaction, references in this definition of "Change in Control" to the "Corporation" shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the "Board" shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes "deferred compensation" (within the meaning of Section 409A of the Code), the payment of which is triggered by or would be accelerated upon a Change in Control a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as "a change in control event" within the meaning of Section 409A of the Code;

(k) "Code" means the United States Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder;

(l) "Committee" has the meaning set forth in Section 3.2(b);

(m) "Consultant" means any individual or entity engaged by the Corporation or any subsidiary of the Corporation to render consulting or advisory services (including as a director or officer of any subsidiary of the Corporation), other than as an Employee, Officer, or Director, and whether or not compensated for such services provided, however, that any Consultant who is in the United States or is a U.S. Person at the time such Consultant receives any offer of Award or executes any Award Agreement must be a natural person, and must agree to provide bona fide services to that Corporation that are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Corporation's securities;

(n) "Control" means the relationship whereby a Person is considered to be "controlled" by a Person if:

(i) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

(ii) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

(iii) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “Controlled by”, “Controlling” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

(o) “Corporation” means Hyper Bit Technologies Inc., or any successor entity thereof;

(p) “Date of Grant” means, for any Award, the date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

(q) “Deferred Share Unit” or “DSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 7;

(r) “Director” means a director of the Corporation who is not an Employee;

(s) “Director Fees” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

(t) “Disabled” or “Disability” means, with respect to a particular Participant:

(i) “disabled” or “disability” (or any similar terms) as such terms are defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;

(ii) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “disabled” or “disability” (or any similar terms) are not defined in such agreement, “disabled” or “disability” as such term are defined in the Award Agreement; or

(iii) in the event neither (i) or (ii) apply, then the incapacity or inability of the Participant, by reason of mental or physical incapacity, disability, illness or disease (as determined by a legally qualified medical practitioner or by a court) that prevents the Participant from carrying out his or her normal and essential duties as an Employee, Officer, Director or Consultant for a continuous period of six months or for any cumulative period of 180 days in any consecutive twelve month period, the foregoing subject to and as determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

(u) “Effective Date” means the effective date of this Plan, being August 25, 2023;

(v) “Elected Amount” has the meaning set forth in Subsection 7.1(a);

(w) “Electing Person” means a Participant who is, on the applicable Election Date, a Director;

(x) “Election Date” means the date on which the Electing Person files an Election Notice in accordance with Subsection 7.1(b);

(y) “Election Notice” has the meaning set forth in Subsection 7.1(b);

(z) “Employee” means an individual who:

(i) is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or

(ii) works full-time or part-time. on a regular weekly basis for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary;

(aa) “Exchange” means the primary exchange on which the Shares are then listed, if applicable;

(bb) “Exercise Notice” means a notice in writing, signed by a Participant and stating the Participant's intention to exercise a particular Option;

(cc) “Exercise Price” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

(dd) “Expiry Date” means the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

(ee) “In the Money Amount” has the meaning given to it in Subsection 4.5(b);

(ff) “Insider” means an “insider” as defined in applicable Securities Laws or in the rules of the Exchange;

(gg) “Market Price” at any date in respect of the Shares shall be the greater of the closing market price of the Shares on (i) the trading day prior to the date of grant and (ii) the date of grant, and as otherwise required pursuant to the policies of the Exchange, if applicable. In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be (i) the issuance price per Share of the most recent financing completed by the Corporation within the last three (3) months; or (ii) otherwise, the fair market value of such Shares as determined by the Plan Administrator in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code;

(hh) “Officer” has the meaning defined in applicable Securities Laws;

(ii) “Option” means a right to purchase Shares under Article 4 of this Plan that is non-assignable and non-transferable, unless otherwise approved by the Plan Administrator;

(jj) “Option Shares” means Shares issuable by the Corporation upon the exercise of outstanding Options;

(kk) “Participant” means a Director, Officer, Employee or Consultant to whom an Award has been granted under this Plan;

(II) “Performance Goals” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof or on any other basis, all as determined by the Plan Administrator in its discretion;

(mm) “Performance Share Unit” or “PSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

(nn) “Person” means an individual sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

(oo) “Plan” means this Omnibus Equity Incentive Plan, as may be amended from time to time;

(pp) “Plan Administrator” means the Board, or if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

(qq) “PSU Service Year” has the meaning given to it in Section 6.1;

(rr) “Restricted Share Unit” or “RSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 5;

(ss) “Retirement” means, unless otherwise defined in the Participant’s written or other applicable employment agreement or in the Award Agreement, the termination of the Participant’s working career at the age of 65 or such other retirement age, with consent of the Plan Administrator, if applicable, other than on account of the Participant’s termination of service by the Corporation or its subsidiary for Cause;

(tt) “RSU Service Year” has the meaning given to it in Section 5.1;

(uu) “Section 409A of the Code” or “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;

(vv) “Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

(ww) “Security Based Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, Officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

(xx) “Share” means one (1) common share in the capital of the Corporation as constituted on the Effective Date or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 10, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

(yy) “subsidiary” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary;

(zz) “Tax Act” has the meaning set forth in Section 4.5(d);

(aaa) “Termination Date” means, subject to applicable law which cannot be waived:

(i) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation as the “Termination Date” (or similar term) in a written employment or other agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no such written employment or other agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; and in any event, the “Termination Date” shall be determined without including any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination, severance pay or other damages paid or payable to the Participant;

(ii) in the case of a Consultant whose agreement or arrangement with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Corporation or the subsidiary of the Corporation, as the “Termination Date” (or similar term) or expiry date in a written agreement between the Consultant and Corporation or a subsidiary of the Corporation, or (ii) if no such written agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Consultant ceases to be a Consultant or a service provider to the Corporation or the subsidiary of the Corporation, as the case may be, or on which the Participant’s agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given; in any event, the “Termination Date” shall be determined without including any period of notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination, termination fees or other damages paid or payable to the Participant; and

(iii) in the case of a Director or Officer, the date such individual ceases to be a Director or Officer, as applicable,

in each case, unless the individual continues to be a Participant in another capacity.

Notwithstanding the foregoing, in the case of a U.S. Taxpayer, a Participant's "Termination Date" will be the date the Participant experiences a "separation from service" with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.

(bbb) "U.S." or "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

(ccc) "U.S. Person" shall mean a "U.S. person" as such term is defined in Rule 902(k) of Regulation Sunder the U.S. Securities Act (the definition of which includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any partnership or corporation organized outside of the United States by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized, or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts, and (iv) any estate or trust of which any executor or administrator or trustee is a U.S. Person);

(ddd) "U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

(eee) "U.S. Taxpayer" shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws.

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term "discretion" means the sole and absolute discretion of the Plan Administrator.

(b) As used herein, the terms "Article", "Section", "Subsection" and "clause" mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

(e) Unless otherwise specified, all references to money amounts are to Canadian currency.

(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants under the Plan may be made;

(b) make grants of Awards under the Plan relating to the issuance of Shares (including any combination of Options, Restricted Share Units, Performance Share Units or Deferred Share Units) in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

(i) the time or times at which Awards may be granted;

(ii) the conditions under which:

(A) Awards may be granted to Participants; or

(B) Awards may be forfeited to the Corporation,

including any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Shares to be covered by any Award;

(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;

(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;

(e) construe and interpret this Plan and all Award Agreements;

(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to subplans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.

(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board (the "Committee") all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the

Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party. Any decision made or action taken by the Committee or any sub-delegate arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive and binding on the Corporation and all subsidiaries of the Corporation, all Participants and all other Persons.

3.3 Determinations Binding

Any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation, the affected Participant(s), their legal and personal representatives and all other Persons.

3.4 Eligibility

All Directors, Officers, Employees and Consultants are eligible to participate in the Plan, subject to Section 9.1(f). Participation in the Plan is voluntary and eligibility to participate does not confer upon any Director, Officer, Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. The extent to which any Director, Officer, Employee or Consultant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the sole and absolute discretion of the Plan Administrator.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Plan Administrator shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange, if applicable, and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Without limiting the generality of the foregoing, all Awards shall issued pursuant to the registration requirements of the U.S. Securities Act, or pursuant an exemption or exclusion from such registration requirements. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

(a) Subject to adjustment as provided for in Article 10 and any subsequent amendment to this Plan, the aggregate number of Shares reserved for issuance pursuant to Awards granted under this Plan shall not exceed 20% of the Corporation's total issued and outstanding Shares from time to time. This Plan is considered an "evergreen" plan, since the shares covered by Awards which have been settled, exercised or terminated shall be available for subsequent grants under the Plan and the number of Awards available to grant increases as the number of issued and outstanding Shares increases.

(b) To the extent any Awards (or portion(s) thereof) under this Plan terminate or are cancelled for any reason prior to exercise in full, or are surrendered or settled by the Participant, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.

(c) Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise of Awards granted under this Plan.

3.7 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one Officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Award Agreement to a Participant granted an Award pursuant to this Plan.

3.8 Non-transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding Award pass to a beneficiary or legal representative upon death of a Participant, the period in which such Award can be exercised by such beneficiary or legal representative shall not exceed one year from the Participant's death.

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price on the Date of Grant, unless otherwise permitted by the rules of the Exchange and applicable Securities Laws.

4.3 Term of Options

Subject to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date.

4.4 Vesting and Exercisability

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.

(b) Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable.

(c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

(d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

4.5 Payment of Exercise Price

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, wire transfer, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, (ii) through the cashless exercise process set out in Section 4.5(b), or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Securities Laws, or any combination of the foregoing methods of payment.

(b) Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement, if permitted by the Plan Administrator, and subject to compliance with the policies of the Exchange and applicable Securities Laws, if applicable, a Participant may, in lieu of exercising an Option pursuant to an Exercise Notice, elect to surrender such Option to the Corporation (a “Cashless Exercise”) in consideration for an amount from the Corporation equal to (i) the Market Price of the Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less (ii) the aggregate Exercise Price of the Option (or portion thereof) surrendered relating to such Shares (the “In-the-Money Amount”), by written notice to the Corporation indicating the number of Options such Participant wishes to exercise using the Cashless Exercise, and such other information that the Corporation may require. Subject to Section 8.3, the Corporation shall satisfy payment of the In-the-Money Amount by delivering to the Participant such number of Shares (rounded down to the nearest whole number) having a fair market value equal to the In-the-Money Amount.

(c) No Shares will be issued or transferred until full payment therefor has been received by the Corporation, or arrangements for such payment have been made to the satisfaction of the Plan Administrator.

(d) If a Participant surrenders Options through a Cashless Exercise pursuant to Section 4.5(b), to the extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Income Tax Act (Canada) (the “Tax Act”) in respect of such surrender if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a timely basis after such surrender, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

ARTICLE 5 RESTRICTED SHARE UNITS

5.1 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of compensation, a bonus or similar payment in

respect of services rendered by the applicable Participant in a taxation year (the “RSU Service Year”). The terms and conditions of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 5.4(a)), upon the settlement of such RSU.

(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the greater of (A) the Market Price of a Share on the Date of Grant; and (B) such amount as determined by the Plan Administrator in its sole discretion.

5.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

5.3 Vesting of RSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that, with respect to a U.S. Taxpayer, the terms comply with Section 409A.

5.4 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs, provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant shall redeem each vested RSU for the following at the election of the Participant but subject to the approval of the Plan Administrator:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

(ii) a cash payment, or

(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation's payroll in the pay period that the settlement date falls within, if applicable.

(d) Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 5.4 any later than the final Business Day of the third calendar year following the applicable RSU Service Year.

ARTICLE 6

PERFORMANCE SHARE UNITS

6.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of compensation, a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year (the “PSU Service Year”). The terms and conditions of each PSU grant shall be evidenced by an Award Agreement, provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 6.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

6.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a Participant’s service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

6.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to or on the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. Following the Date of Grant, the Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

6.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

6.5 Vesting of PSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs.

6.6 Settlement of PSUs

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Participant shall redeem each vested PSU for the following at the election of the Participant but subject to the approval of the Plan Administrator:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.

(b) Any cash payments made under this Section 6.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested PSUs may be made through the Corporation's payroll in the pay period that the settlement date falls within, if applicable.
(d) Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 6.6 any later than the final Business Day of the third calendar year following the applicable PSU Service Year.

ARTICLE 7

DEFFERRED SHARE UNITS

7.1 Granting of DSUs

(a) The Board may fix from time to time a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 7.1(b) to participate in the grant of additional DSUs pursuant to this Article 7. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 7 shall receive their Elected Amount (as that term is defined below) in the form of DSUs. The “Elected Amount” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that would otherwise be paid in cash (the “Cash Fees”).
(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs will be required to file a notice of election in the form of Schedule A hereto (the “Election Notice”) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31st in the year prior to the year to which such election is to apply (other than for Director Fees payable for the 2023 financial year, in which case any Electing Person who is not a U.S. Taxpayer as of the date of this Plan shall file the Election Notice by the date that is 30 days from the Effective Date with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of the first year in which an Electing Person who is a U.S. Taxpayer first becomes an Electing Person under the Plan (or any plan required to be aggregated with the Plan under Section 409A), an initial Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the end of the 30-day election period. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.
(c) Subject to Subsection 7.1(d), the election of an Electing Person under Subsection 7.1(b) shall be deemed to apply to all Cash Fees paid subsequent to the filing of the Election Notice. In the case of an Electing Person who is a U.S. Taxpayer, his or her

election under Section 7.1(b) shall be deemed to apply to all Cash Fees that are earned after the Election Date. An Electing Person is not required to file another Election Notice for subsequent calendar years.

(d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs by filing with the Chief Financial Officer of the Corporation a termination notice in the form of Schedule B. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a "black-out" on trading. Thereafter, any portion of such Electing Person's Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 7.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 7, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs for any calendar year (or portion thereof) is irrevocable for that calendar year after the expiration of the election period for that year and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule C is delivered.

(e) Any DSUs granted pursuant to this Article 7 prior to the delivery of a termination notice pursuant to Section 7.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.

(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 7 will be calculated by dividing (i) the amount of Director Fees that are to be paid as DSUs, as determined by the Plan Administrator or Director Fees that are to be paid in DSUs (including any Elected Amount), by (ii) the Market Price of a Share on the Date of Grant.

(g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.

7.2 DSU Account

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

7.3 Vesting of DSUs

Except as otherwise determined by the Plan Administrator or as set forth in the particular Award Agreement, DSUs shall vest immediately upon grant.

7.4 Settlement of DSUs

(a) DSUs shall be settled on the date established in the Award Agreement; provided, however that if there is no Award Agreement or the Award Agreement does not establish a date for the settlement of the DSUs, then, for a Participant who is not a U.S. Taxpayer the settlement date shall be the date determined by the Participant (which date shall not be earlier than the Termination Date), and for a Participant who is a U.S. taxpayer, the settlement date shall be the date determined by the Participant in accordance with the Election Notice (which date shall not be earlier than the "separation from service" (within the meaning of Section 409A)). On the settlement date for any DSU, the Participant shall redeem each vested DSU for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct; or
(ii) at the election of the Participant and subject to the approval of the Plan Administrator, a cash payment.

(b) Any cash payments made under this Section 7.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation's payroll or in such other manner as determined by the Corporation, if applicable.

7.5 No Additional Amount or Benefit

For greater certainty, neither a Participant to whom DSUs are granted nor any person with whom such Participant does not deal at arm's length (for purposes of the Tax Act) shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the Market Price of the Shares to which the DSUs relate.

ARTICLE 8

ARTICLES ADDITIONAL AWARD TERMS

8.1 Dividend Equivalents

(a) Unless otherwise determined by the Plan Administrator or as set forth in the particular Award Agreement, an Award of RSUs, PSUs and DSUs shall include the right for such RSUs, PSUs and DSUs be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant's account shall vest in proportion to the RSUs, PSUs and DSUs to which they relate, and shall be settled in accordance with Subsections 5.4, 6.6, and 7.4 respectively.
(b) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

8.2 Black-out Period

In the event that an Award expires at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Corporation exists, the expiry of such Award will be the date that is 10 Business Days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

8.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion,

that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or a subsidiary of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or a subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation or any Affiliate may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale, on behalf of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

8.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation, or as set out in the Participant's employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange, if applicable. The Plan Administrator may at any time waive the application of this Section 8.4 to any Participant or category of Participants.

ARTICLE 9 TERMINATION OF EMPLOYMENT OR SERVICES

9.1 Termination of Employee, Consultant or Director

Subject to Section 9.2, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, Award Agreement or other written agreement:

(a) where a Participant's employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised, surrendered or settled as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;

(b) where a Participant's employment, consulting agreement or arrangement is terminated by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then any unvested Options or other Awards shall be immediately forfeited and cancelled as of the Termination Date. Any vested Options may be exercised by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the date that is 90 days after the Termination Date. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option, such Award will be settled within 90 days after the Termination Date;

(c) where a Participant's employment, consulting agreement or arrangement terminates on account of his or her becoming Disabled, then any Award held by the Participant that has not vested as of the date of the Participant's Termination Date shall be immediately forfeited and cancelled as of the Termination Date. Any vested Option may be exercised by the Participant at any time until the Expiry Date of such Option.

Any vested Award other than an Option will be settled within 90 days after the Termination Date;

(d) where a Participant's employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then any Award that is held by the Participant that has not vested as of the date of the death of such Participant shall immediately forfeited and cancelled as of the Termination Date. Any vested Option may be exercised by the Participant's beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the first anniversary of the date of the death of such Participant. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option, such Award will be settled with the Participant's beneficiary or legal representative (as applicable) within 90 days after the date of the Participant's death;

(e) where a Participant's employment, consulting agreement or arrangement is terminated due to the Participant's Retirement, then (i) any outstanding Award that vests or becomes exercisable based solely on the Participant remaining in the service of the Corporation or its subsidiary will become 100% vested, and (ii) any outstanding Award that vests based on the achievement of Performance Goals and that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such Performance Goals. Any vested Option may be exercised by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the third anniversary of the Participant's date of Retirement. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option that is described in (i), such Award will be settled within 90 days after the Participant's Retirement. In the case of a vested Award other than an Option that is described in (ii), such Award will be settled at the same time the Award would otherwise have been settled had the Participant remained in active service with the Corporation or its subsidiary. Notwithstanding the foregoing, if, following his or her Retirement, the Participant commences (the "Commencement Date") employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any Person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries, any Option or other Award held by the Participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date;

(f) a Participant's eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

(i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant's employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

(ii) the date of the death, Disability or Retirement of the Participant;

(g) notwithstanding Subsection 9.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, but with due regard for Section 409A, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Officer, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation; and

(h) notwithstanding any other provision of this Section 9.1, in the case of an Award (other than an Option) granted to a U.S. Taxpayer that is vested or that immediately vests (in whole or in part) as a result of a Participant's termination of service, then such Award will, subject to Section 11.6(d), be settled as soon as administratively practicable following the Participant's termination of service, but in no event later than 90 days following the Participant's termination of service. In the case of an Award (other than an Option) granted to a U.S. Taxpayer that remains eligible to vest (in whole or in part) following a Participant's termination of service based upon the achievement of one or more Performance Goals, such Award will be settled at the originally scheduled settlement date for such Award.

9.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 9.1, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

ARTICLE 10 EVENTS AFFECTING THE CORPORATION

10.1 General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation's capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 10 would have an adverse effect on this Plan or on any Award granted hereunder.

10.2 Change in Control

Except as may be set forth in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant and subject to this Section 10.2, but notwithstanding anything else in this Plan or any Award Agreement, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/ or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant's rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant's rights, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion where such replacement would not adversely affect the holder; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 10.2, the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this

Section 10.2) any property in connection with a Change in Control other than rights to acquire shares of a corporation or units of a "mutual fund trust" (as defined in the Tax Act), of the Corporation or a "qualifying person" (as defined in the Tax Act) that does not deal at arm's length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.

(a) Notwithstanding Subsection 10.2 and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards, other than an Option held by a Canadian Taxpayer for the purposes of the Tax Act, granted under this Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, provided that any

vested Awards granted to U.S. Taxpayers will be settled within 90 days of the Change in Control.

(b) It is intended that any actions taken under this Section 10.2 will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

10.3 Reorganization of Corporation's Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, if applicable, and in compliance with applicable Securities Laws, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

10.4 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number and/ or type of Shares that may be acquired, or by reference to which such Awards may be settled, on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange and compliance with applicable Securities Laws, if applicable, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

10.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 10.3 and 10.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 10.3 and 10.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required to, permit the immediate vesting of any unvested Awards.

10.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 10, neither the issue by the Corporation of shares of any

class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

10.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under this Article 10 or a dividend equivalent, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 11

U.S. TAXPAYERS

11.1 Provisions for U.S. Taxpayers

Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code ("ISOs"). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. If an Award Agreement fails to designate an Option as either an ISO or non-qualified stock option, the Option will be a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO. Non-qualified stock options will be granted to a U.S. Taxpayer only if (i) such U.S. Taxpayer performs services for the Corporation or any corporation or other entity in which the Corporation has a direct or indirect controlling interest or otherwise has a significant ownership interest, as determined under Section 409A, such that the Option will constitute an option to acquire "service recipient stock" within the meaning of Section 409A, or (ii) such option otherwise is exempt from Section 409A.

11.2 ISOs

The terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may only be granted to an individual who is an employee of the Corporation, or of a "parent corporation" or "subsidiary corporation" of the Corporation, as such terms are defined in Sections 424(e) and (f) of the Code.

11.3 ISO Grants to 10% Shareholders

Notwithstanding anything to the contrary in this Plan, if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a "parent corporation" or "subsidiary corporation", as such terms are defined in Section 424(e) and (f) of the Code, on the Date of Grant, the term of the Option shall not exceed five years from the time of grant of such Option and the Exercise Price shall be at least 110% of the Market Price of the Shares subject to the Option.

11.4 $100,000 Per Year Limitation for ISOs

To the extent the aggregate Market Price as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation and any "parent corporation" or "subsidiary corporation", as such terms are defined in Section 424(e) and (f) of the Code) exceeds US$100,000, such excess ISOs shall be treated as non-qualified stock options.

11.5 Disqualifying Dispositions

Each person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Date of Grant or (b) within one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such Shares.

11.6 Section 409A of the Code

(a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. Any reference in this Plan to Section 409A of the Code shall also include any regulation promulgated thereunder or any other formal guidance issued by the Internal Revenue Service with respect to Section 409A of the Code. Each Award shall be construed and administered such that the Award either (A) qualifies for an exemption from the requirements of Section 409A of the Code or (B) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (I) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination of employment or service shall only be made upon a "separation from service" under Section 409A of the Code, (III) unless the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (N) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

(b) All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.

(c) The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer's vested Awards in the Plan under circumstances that constitute permissible acceleration events under Section 409A of the Code.

(d) Notwithstanding any provisions of the Plan to the contrary, in the case of any "specified employee" within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a "separation from service" within the meaning set forth in Section 409A of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the

preceding sentence shall be paid as soon practicable following such six-month anniversary of such separation from service.

11.7 Section 83(b) Election

If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant shall be required to promptly file a copy of such election with the Corporation.

11.8 Application of Article 11 to U.S. Taxpayers

For greater certainty, the provisions of this Article 11 shall only apply to U.S. Taxpayers.

ARTICLE 12 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

12.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it in its discretion determines appropriate, provided, however, that:

(a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements; and

(b) any amendment that would cause an Award held by a U.S. Taxpayer to be subject to income inclusion under Section 409A of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer is obtained.

12.2 Shareholder Approval

Notwithstanding Section 12.1 and subject to any rules of the Exchange, if applicable, approval of the holders of Shares shall be required for any amendment, modification or change that:

(a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions under Article 10 which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(b) reduces the exercise price of an Option Award except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(c) extends the term of an Option Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant or within 10 Business Days following the expiry of such a blackout period);

(d) permits an Option Award to be exercisable beyond 10 years from its Date of Grant (except where an Expiry Date would have fallen within a blackout period of the Corporation);

(e) changes the eligible participants of the Plan; or

(f) deletes or reduces the range of amendments which require approval of shareholders under this Section 12.2.

12.3 Permitted Amendments

Without limiting the generality of Section 12.1, but subject to Section 12.2, the Plan Administrator may, without shareholder approval at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;

(b) making any amendments to the provisions set out in Article 9;

(c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or

(e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

ARTICLE 13

MISCELLANEOUS

13.1 Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its sole discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed, if applicable.

13.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

13.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Consultant, Officer or Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

13.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

13.5 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant's employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the employment agreement or other written agreement shall prevail.

13.6 Anti-Hedging Policy

By accepting an Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.

13.7 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant's jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant's behalf.

13.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

13.9 International Participants

With respect to Participants who reside or work outside Canada and the United States, the Plan Administrator may, in its sole discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more subplans to reflect such amended or otherwise modified provisions.

13.10 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

13.11 General Restrictions or Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being

subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

13.12 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

13.13 Notices

(a) All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid, addressed as noted on the Corporation's SEDAR profile: Attention: Chief Financial Officer

(b) All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

13.14 Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.

13.15 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without any reference to conflicts of law rules.

13.16 Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

SCHEDULE A

HYPER BIT TECHNOLOGIES INC.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 7 of the Plan and to receive [insert amount]% of my Cash Fees in the form of DSUs.

If I am a U.S. Taxpayer, I hereby further elect for any DSUs subject to this Election Notice to be settled on the later of (i) my “separation from service” (within the meaning of Section 409A) or (ii)

(a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.

(b) I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.

(d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Date: _______

(Signature of Participant)

(Name of Participant)

SCHEDULE B

HPER BIT TECHNOLOGIES INC.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 7 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date: _______

(Signature of Participant)

(Name of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

SCHEDULE C

HYPER BIT TECHNOLOGIES INC.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL
DSUs (U.S. TAXPAYERS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date: _______

(Signature of Participant)

(Name of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

AI assistant

Hyper Bit Technologies Ltd. — Proxy Solicitation & Information Statement 2025

47812_rns_2025-12-15_bde6759d-ec78-477d-b0b7-ff0c3bb1cb9b.pdf

ZOOM MEETING LOGIN INSTRUCTIONS

Registered Shareholders

Information for Non-Registered Shareholders

Voting of Proxies

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTES NECESSARY TO PASS RESOLUTIONS

Recommendation of the Board

AUDITED FINANCIAL STATEMENTS

Request for Financial Statements

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Majority Voting Policy

Details of Directors Not Previously Elected by a Shareholder Vote

Dallas La Porta

Daryn Gordon

Brian Gusko

Yoshito Okubo

Corporate Cease Trade Orders and Bankruptcies

Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

Conflicts of Interest

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee's Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

Reliance on Section 3.8 – Acquisition of Financial Literacy

Reliance on Section 6.1 – Venture Issuer Exemption

Pre-Approval Policies and Procedures

External Auditor Service Fees

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation Committee

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

GENERAL

DIRECTOR AND NEO COMPENSATION

Director and NEO compensation, excluding options and compensation securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and Named Executive Officers

Stock Option Plans and Other Incentive Plans

Stock Option Plan

Omnibus Equity Incentive Plan

Purpose of the Omnibus Plan

Key Terms of the Omnibus Plan

Types of Awards

Shares Reserved for Issuance

Eligibility

Administration

Vesting and Exercise

Exercise Price

Cashless (Net) Exercise Feature

Termination of Service

Transferability

Blackout Periods

Change of Control

Amendments

Termination of the Omnibus Plan

Outstanding Awards

Shareholder Approval

Disclosure Respecting Security-Based Compensation Arrangements

Oversight and description of director and named executive officer compensation

Employment, consulting and management agreements

Pension disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

MANAGEMENT CONTRACTS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Hyper Bit Technologies Ltd. Proxy Solicitation & Information Statement 2025