Jabbo Capital Corp.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF JABBO CAPITAL CORP.

TO BE HELD ON TUESDAY, JUNE 13, 2023

AND

MANAGEMENT INFORMATION CIRCULAR

DATED MAY 16, 2023

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 13, 2023 .............................................. I MANAGEMENT INFORMATION CIRCULAR ......... 1 Persons Making the Solicitation ..................................... 1 PROXY RELATED INFORMATION ........................... 2 Appointment and Revocation of Proxies ........................ 2 Exercise of Discretion .................................................... 2 Advice to Non-Registered Shareholders......................... 3

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ..................................................... 4 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ............................................. 4 Voting Rights ................................................................. 4 Record Date .................................................................... 4 Principal Holders of Common Shares ............................ 4 Quorum .......................................................................... 5

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................... 15 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ............................................. 15 APPOINTMENT OF AUDITOR .................................. 16 MANAGEMENT CONTRACTS .................................. 16 ADDITIONAL INFORMATION.................................. 16 APPENDIX “A” AUDIT COMMITTEE CHARTER OF JABBO CAPITAL CORP.

APPENDIX “B” STOCK OPTION PLAN OF JABBO CAPITAL CORP.

EXECUTIVE COMPENSATION ................................... 5 Description of Director and Named Executive Officer Compensation ................................................................. 5 Director and Named Executive Officer Compensation, Excluding Compensation Securities ............................... 6 External management companies ................................... 6 Stock Options and Other Compensation Securities ........ 6 Employment, Consulting and Management Agreements 7 Oversight and description of director and named executive officer compensation ...................................... 7 Option Plan ..................................................................... 7 Pension and Other Benefit Plans .................................... 8

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS .............. 8 AUDIT COMMITTEE ..................................................... 8 Composition of the Audit Committee............................. 8 Relevant Education and Experience ............................... 8 Audit Committee Oversight ........................................... 9 Reliance on Certain Exemptions .................................... 9 Pre-Approval Policies and Procedures ........................... 9 External Auditor Service Fees (By Category) ................ 9

CORPORATE GOVERNANCE ................................... 10 Board of Directors ........................................................ 10 Directorships ................................................................ 10 Orientation and Continuing Education of Board Members ....................................................................... 11 Ethical Business Conduct ............................................. 11 Nomination of Directors ............................................... 11 Compensation of Directors and Officers ...................... 11 Other Board Committees .............................................. 11 Assessment of Directors, the Board and Board Committees .................................................................. 11 MATTERS TO BE CONSIDERED AT THE MEETING ....................................................................... 11 Financial Statements..................................................... 11 Fixing the Number of Directors.................................... 12 Election of Directors .................................................... 12 Appointment and Remuneration of Auditor ................. 14 Approval of the Option Plan ......................................... 14 Other Business.............................................................. 15

JABBO CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 13, 2023

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Jabbo Capital Corp. (the “ Company ”) will be held at Suite 1703, 595 Burrard Street, Vancouver, British Columbia V7X 1J1 at 9:30 a.m. (Vancouver time), on Tuesday, June 13, 2023, for the following purposes:

to receive the audited financial statements of the Company for the financial year ended November 30, 2022 and the auditors’ report thereon;
to fix the number of directors to be elected at the Meeting at three;
to elect the board of directors of the Company (the “ Board ”) to hold office until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;
to re-appoint Davidson & Company LLP, Chartered Professional Accountants, of Vancouver, British Columbia as auditors of the Company for the ensuing year at such remuneration as may be fixed by the Board;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company’s existing stock option plan; and
to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular of the Company accompanying this Notice of Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be valid, the proxy must be received by Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than forty-eight hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the Internet (www.investorvote.com) to vote their Common Shares.

If you are a non-registered holder of Common Shares and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted or rejected by the Chairman of the Meeting in his sole discretion and the Chairman is under no obligation to accept or reject any particular late form of proxy.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Company knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is May 9, 2023 (the “ Record Date ”). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

DATED this 16[th] day of May, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF JABBO CAPITAL CORP.

(signed) “ Brian E. Bayley ” Brian E. Bayley Director, President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary Jabbo Capital Corp.

JABBO CAPITAL CORP.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 13, 2023

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the “ Information Circular ”) is furnished to holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Jabbo Capital Corp. (the “ Company ”) in connection with the solicitation of proxies and voting instruction forms by the management of the Company for use at the annual general and special meeting (the “ Meeting ”) of Shareholders to be held at Suite 1703, 595 Burrard Street, Vancouver, British Columbia V7X 1J1, on Tuesday, June 13, 2023, at 9:30 a.m. (Vancouver time), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of Annual General and Special Meeting (the “ Notice of Meeting ”).

The information contained herein is given as of May 16, 2023, except where otherwise indicated. Enclosed herewith is a form of proxy or voting instruction form for use at the Meeting. Each Shareholder entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an “ Intermediary ”), you should contact your Intermediary for instructions and assistance in voting the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Company. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Company. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Company who will not be directly compensated therefor.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Notice of Meeting, this Information Circular and the form of proxy have been sent by the Company to its registered Shareholders (Shareholders holding a paper share certificate or Direct Registration Statement registered in their name) and the Company has also sent such proxy-related materials directly to those unregistered (beneficial) Shareholders that have consented to the release of their addresses to the Company (“ NOBOs ”).

The Company does not intend to pay for intermediaries such as stockbrokers, securities dealers, banks, trust companies, clearing agencies, trustees and their agents and nominees (“ Intermediaries ”) to deliver proxyrelated materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to the beneficial Shareholders that have refused to release their addresses to the Company (“ OBOs ”) and as such, OBOs will not receive such materials unless their Intermediary assumes the costs thereof.

The OBOs and NOBOs are herein collectively referred to as the “ Non-Registered Shareholders ”. See also “ Proxy Related Information – Advice to Non-Registered Shareholders ” in this Information Circular.

The Company will not be providing the Notice of Meeting, the Information Circular or the form of proxy to registered Shareholders or Non-Registered Shareholders through the use of notice-and-access, as such term is defined in NI 54-101.

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PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their respective forms of proxy with Computershare Investor Services Inc. (“ Computershare ”), Attention: Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, not later than forty-eight hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof. A proxy must be executed by the Shareholder or by his attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may also use the Internet (www.investorvote.com) to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the time of the Meeting or any adjournment or postponement thereof. The Internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder’s behalf and to convey a Shareholder’s voting instructions.

The Company will refuse to recognize any instrument of proxy deposited in writing or by the Internet received later than forty-eight hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and directors of the Company. Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent them at the Meeting other than the persons designated in the form of proxy furnished by the Company. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the proxy with Computershare, at the place and within the time specified above for the deposit of proxies.

A Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing (or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized), deposited at Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof or with the Chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof, and upon either of such deposits, the proxy is revoked.

Exercise of Discretion

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting in accordance with the instructions of the Shareholder where voting is by way of a show of hands or by ballot and, if the Shareholder specifies a choice with respect to any matter to be voted upon, the Common Shares represented by the proxy will be voted in accordance with such instructions. In the absence of any such instructions, the persons whose names appear on the enclosed form of proxy will vote in favour of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any such amendment, variation or other matter should come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxies in accordance with their best judgment, unless the Shareholder has specified to the contrary or that Common

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Shares are to be withheld from voting. At the time of printing this Information Circular, management of the Company knows of no such amendment, variation or other matter.

Advice to Non-Registered Shareholders

The information in this section is of significant importance to Non-Registered Shareholders, as most Shareholders do not hold their Common Shares in their own name. Non-Registered Shareholders are advised that only proxies from Shareholders of record can be recognized and voted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Voting by Non-Registered Shareholders

Common Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, brokers and their nominees are prohibited from voting Common Shares for their clients. The directors and officers of the Company do not know for whose benefit the Common Shares registered in the name of CDS & Co. are held, and directors and officers of the Company do not necessarily know for whose benefit the Common Shares registered in the name of any Intermediary are held.

Applicable regulatory policy requires brokers and other Intermediaries to seek voting instructions from NonRegistered Shareholders in advance of Shareholders’ meetings. Every broker and other Intermediary has its own mailing procedure, and provides its own return instructions, which should be carefully followed. The form of proxy supplied by brokers and other Intermediaries to Non-Registered Shareholders may be very similar and in some cases identical to that provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Shareholder.

In Canada, the vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Non-Registered Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other Intermediary, please contact that broker or other Intermediary for assistance.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker or other Intermediary, a Non-Registered Shareholder may attend the Meeting as proxyholder for the registered Shareholder that holds the Non-Registered Shareholder’s Common Shares and vote those Common Shares in that capacity . Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker or agent.

Non-Registered Shareholders should contact their broker or other Intermediary through which they hold Common Shares if they have any questions regarding the voting of such Common Shares.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Certain directors and officers of the Company hold non-transferable options to purchase Common Shares pursuant to the Option Plan (as defined herein). At the Meeting, Shareholders will be asked to adopt an ordinary resolution approving the Option Plan. See “ Matters to be Considered at the Meeting ”.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Company consists of an unlimited number of voting Common Shares and an unlimited number of non-voting preferred shares (“ Preferred Shares ”) without nominal or par value and issuable in series. As at the date of this Information Circular, there are 3,550,000 Common Shares currently issued and outstanding and no Preferred Shares issued and outstanding. Shareholders of record as of the Record Date are entitled to receive notice of and attend and vote at the Meeting.

Each Shareholder will be entitled to one vote at the Meeting for each Common Share held by them on the Record Date.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is May 9, 2023 (the “ Record Date ”).

The Company will prepare or cause to be prepared a list of the Shareholders recorded as holders of Common Shares on its register of Shareholders as of the close of business on the Record Date, each of whom shall be entitled to vote the Common Shares shown opposite their name on the list at the Meeting or any adjournment or postponement thereof.

In addition, persons who are Non-Registered Shareholders as of the Record Date will be entitled to exercise their voting rights in accordance with the procedures established under NI 54-101. See “ Proxy Related Information – Advice to Non-Registered Shareholders ”.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Company, no person or company, other than those listed below, beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Information Circular.

Number and Percentage of Common Shares Beneficially Name of Shareholder Owned, or Controlled or Directed, Directly or Indirectly[(1) ] Ionic Securities Ltd. [(2)] 1,500,000 Common Shares (42.25%)[(3) ] Brian E. Bayley [(2)] 400,000 Common Shares (11.27%)[(4) ]

Notes:

(1) Percentage of Common Shares beneficially owned is calculated based on an aggregate of 3,550,000 Common Shares issued and outstanding as of the Record Date.

(2) Ionic Securities Ltd. is wholly owned by A. Murray Sinclair and Brian E. Bayley, a director and the sole officer of the Company. Brian E. Bayley is also Chief Executive Officer and a director of Ionic Securities Ltd., and Sandra Lee, a director of the Company, is Corporate Secretary of Ionic Securities Ltd.

(3) On a fully diluted basis, assuming the exercise of all the outstanding warrants and options of the Company, Ionic Securities Ltd. will be the registered holder of 1,500,000 Common Shares (39.73%).

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(4) On a fully diluted basis, assuming the exercise of all the outstanding warrants and options of the Company, Brian E. Bayley will be the registered holder of 475,000 Common Shares (12.58%).

Quorum

Under the articles of the Company, a quorum of Shareholders is present at a meeting if at least two individuals who are shareholders, proxy holders representing shareholders or duly authorized representatives of corporate shareholders personally present and representing shares aggregating not less than 10% of the issued shares of the Company carrying the right to vote at that meeting. In the event there is only one shareholder, the quorum is one person personally present and being, or representing by proxy, that shareholder, or in the case of a corporate shareholder, a duly authorized representative of that shareholder.

EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers , and sets forth compensation for each of the Named Executive Officers and directors of the Company during the two most recently completed financial years. Disclosure is required to be made in relation to “Named Executive Officers”, being (a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as the Chief Executive Officer, including an individual performing functions similar to a chief executive officer, (b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as the Chief Financial Officer, including an individual performing functions similar to a chief financial officer, (c) in respect of the Company, the most highly compensated executive officer, other than the Chief Executive Officer and Chief Financial Officer, 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.

Description of Director and Named Executive Officer Compensation

All capitalized terms used herein shall have the meaning ascribed thereto in Policy 2.4, unless otherwise defined herein. Section 7.1 of Policy 2.4 provides that until the completion of the Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a capital pool company to a Non-Arm’s Length Party of the capital pool company or a Non-Arm’s Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the capital pool company or the securities of the capital pool company or any Resulting Issuer by any means including remuneration, which includes, but is not limited to: salaries, consulting fees, management contract fees or directors’ fees, finder’s fees, loans, advances, bonuses, deposits and similar payments.

The objective and purpose of any stock options is to encourage the Company’s officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the stock option, the directors and officers will receive no benefit, or very little benefit, from any stock options. The Company has reserved 10% of the issued and outstanding Common Shares for stock options issuable to its directors and officers. See “ Option Plan ”.

Notwithstanding the above, the Company may reimburse Non-Arm’s Length Parties for the Company’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“ Permitted Reimbursement ”). No reimbursement may be made for any payment made to lease or buy a vehicle. In addition, no payment, other than the Permitted Reimbursements, will be made by the Company or by any party on behalf of the Company, after completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

A Non-Arm’s Length Party under Exchange Policy 1.1 – Interpretation (“ Policy 1.1 ”) in relation to the Company, includes: a Promoter, officer, director, other Insider or Control Person of the Company and any Associates or Affiliates of any such persons; or another entity or an Affiliate of that entity, if that entity or its

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Affiliate have the same Promoter, officer, director, Insider or Control Person as the Company. The foregoing capitalized terms not otherwise defined herein are defined in Policy 1.1.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

In accordance with Policy 2.4, no compensation in the form of a salary, consulting fee, retainer, commission, bonus, committee fee or meeting fee has been paid to or earned by any director or NEO for the period from incorporation to the date hereof.

Following the completion of the Qualifying Transaction by the Company, it is anticipated that the Company will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Company acquires in connection with any Qualifying Transaction that it may complete.

External management companies

The Company has entered into a corporate services agreement dated effective September 15, 2020 and amended August 1, 2021 (the “ Corporate Services Agreement ”) with Earlston Management Corp. (“ Earlston Management”) , whereby Earlston Management provides to the Company various administrative and related corporate services. Under the terms of the Corporate Services Agreement, the Company pays to Earlston Management a fee of $1,500 per month. During the financial year ended November 30, 2022, the Company incurred $18,900 in such charges, of which $1,575 were included in accounts payable and accrued liabilities as at November 30, 2022. Earlston Management Corp. is also reimbursed for all reasonable expenses incurred in the performance of its services. Brian E. Bayley, a director and the sole officer of the Company is also the President and a director of Earlston Management Corp. and John Downes a director of the Company is also the Chief Financial Officer of Earlston Management.

The Company has no other management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Company.

Stock Options and Other Compensation Securities

The officers and directors of the Company have been granted an aggregate of 225,000 options, each option exercisable for one Common Share at an exercise price of $0.15 per Common Share and expiring on December 14, 2025, as follows:

COMPENSATION SECURITIES

		Number of			Closing
		compensation			price of
		securities,			security or	Closing
		number of		Issue,	underlying	price of
		underlying		conversion	security	security or
		securities, and		or	on	underlying
	Type of	percentage of	Date of	exercise	date of	security at
Name and	compensation	class	issue or	price	grant	year end	Expiry
position	security	(#)	grant	($)	($)	($)	date
Brian E. Bayley, Director,	Stock	75,000	December	$0.15	$0.15	$0.35	December
President, Chief Executive	Option		14, 2020				14, 2025
Officer, Chief Financial
Officer and Corporate
Secretary
John Downes,Director	Stock	75,000	December	$0.15	$0.15	$0.35	December
	Option		14, 2020				14, 2025

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COMPENSATION SECURITIES

		Number of			Closing
		compensation			price of
		securities,			security or	Closing
		number of		Issue,	underlying	price of
		underlying		conversion	security	security or
		securities, and		or	on	underlying
	Type of	percentage of	Date of	exercise	date of	security at
Name and	compensation	class	issue or	price	grant	year end	Expiry
position	security	(#)	grant	($)	($)	($)	date
Sandra Lee,Director	Stock	75,000	December	$0.15	$0.15	$0.35	December
	Option		14, 2020				14, 2025

None of the above options have been exercised.

Employment, Consulting and Management Agreements

As at the Record Date, the Company did not have any plan, contract or arrangement, compensatory or otherwise: (1) regarding the employment of a Named Executive Officer, or (2) whereby a Named Executive Officer is entitled to receive more than $100,000 (including periodic payments or instalments) in the event of the Named Executive Officer’s resignation, retirement or employment, a change of control of the Company, or a change in the Named Executive Officer’s responsibilities following a change in control of the Company.

Oversight and description of director and named executive officer compensation

Pursuant to Policy 2.4, and until the Company completes a Qualifying Transaction, no compensation of any kind may be provided to the Company’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options pursuant to the Company’s Option Plan.

Following the completion of the Qualifying Transaction by the Company, it is anticipated that the Board will review the compensation payable to the Named Executive Officers and directors periodically as needed.

Option Plan

The Company adopted a stock option plan by approval of the Shareholders on October 6, 2020, which was amended and approved by the Shareholders on May 10, 2021 (the “ Option Plan ”) which provides that the Board may from time to time, in its discretion, and in accordance with the requirements of the TSX Venture Exchange (the “ Exchange ” or “ TSXV ”), grant to directors, officers, employees and technical consultants to the Company, non-transferable options to purchase Common Shares. As of the Record Date, the Option Plan is the Company’s only equity compensation plan. As of the Record Date, the Company has granted 225,000 options to purchase Common Shares of the Company.

The Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Company or any of its affiliates. The number of Common Shares reserved for issuance pursuant to options granted to any one optionee, other than a consultant, shall not, within any 12-month period, exceed 5% of the total number of Common Shares then issued and outstanding unless disinterested shareholder approval is obtained. The number of Common Shares issuable to any insider and such insiders’ associates pursuant to options granted under the Option Plan and all other security-based compensation arrangements of the Company shall not, at any time, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to insiders and such insiders’ associates pursuant to the Option Plan and all other security-based compensation arrangements shall not, within any 12-month period, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to any one consultant shall not, within any 12-month period, exceed 2% of the total

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number of Common Shares then issued and outstanding. The number of Common Shares issued to all persons engaged to conduct investor relations activities shall not, within any 12-month period, exceed 2% of the total number of Common Shares then issued and outstanding.

Pension and Other Benefit Plans

The Company has no pension or other benefit plans currently in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the securities of the Company that are authorized for issuance under equity compensation plans as of November 30, 2022:

	Number of securities to be	Weighted-average exercise	Number of securities
	issued upon exercise of	price of outstanding	remaining available for
	outstanding options,	options, warrants and	future issuance under
Plan Category	warrants and rights	rights	equity compensation plans
Equity compensation plans approved by securityholders	225,000(1)(2)	0.15	130,000
Equity compensation plans
not approved by	Nil	Nil	Nil
securityholders

Notes:

(1) The Option Plan is a “rolling” stock option plan, which reserves for issuance a maximum of 10% of the issued and outstanding Common Shares at the time of the option grant.

(2) On November 2, 2020, upon completion of the Company’s initial public offering, the Company granted 225,000 options to directors of the Company with an exercise price of $0.15 per Common Share.

AUDIT COMMITTEE

Under National Instrument 52-110 - Audit Committee s (“ NI 52-110 ”), the Company is required to include in this Information Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the “ Audit Committee ”) of the Board, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Appendix “A”), and the fees paid to the external auditor.

Composition of the Audit Committee

The Audit Committee currently consists of Brian E. Bayley, John Downes and Sandra Lee. Brian Bayley acts as chairperson of the Audit Committee. Each member of the Audit Committee is financially literate, with John Downes and Sandra Lee comprising its independent members.

Relevant Education and Experience

All current members of the Audit Committee have received relevant education in financial literacy and have been involved in enterprises, which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Brian E. Bayley – North Vancouver, British Columbia – Director, President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary

Brian Bayley is the President and a director of Earlston Management Corp., a private management company since December 1996 and Executive Chairman of Earlston Investments Corp., a private merchant bank, since January 2018. Mr. Bayley is also Chief Executive Officer and a director of Ionic Securities Ltd., the Promoter of the Company. From June 2003 to July 2013, Mr. Bayley held various positions including Chief Executive Officer, President and director of Quest Capital Corp., a predecessor company to Sprott Resource Lending Corp.

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(a publicly traded resource lending company). Prior to his positions with Quest Capital Corp., Mr. Bayley worked with the Vancouver Stock Exchange, now the TSX Venture Exchange. Mr. Bayley has held active senior management positions in both private and public natural resource companies and has over 30 years of public issuer experience both as a director and officer. Mr. Bayley holds an MBA from Queen’s University.

John Downes – Vancouver, British Columbia – Director

Mr. Downes received a Bachelor of Commerce degree from the University of Victoria and is a Chartered Professional Accountant, CA. Mr. Downes has over 20 years of management and accounting experience in the natural resource and financial services sectors. He currently serves as Chief Financial Officer for Earlston Management Corp., a private management company, Chief Financial Officer for Earlston Investments Corp., a private merchant bank, and Chief Financial Officer of Ionic Securities Ltd., the Promoter of the Company. Previously, he was Vice President, Finance for Earlston Management Corp., from April 2011 to April 2015; Manager of Financial Reporting for Sprott Resource Lending Corp., from February 2010 to April 2011; and from September 2002 to December 2009, he held various audit and consulting positions with PricewaterhouseCoopers LLP in Vancouver, British Columbia and Dublin, Ireland.

Sandra Lee – Vancouver, British Columbia – Director

Ms. Lee is a certified legal assistant and has worked in public company management and administration since 1996. Currently she is Manager, Corporate Administration of Earlston Investments Corp., a private merchant bank since January 2018. Ms. Lee is also Corporate Secretary of Ionic Securities Ltd., the Promoter of the Company. From March 1997 to December 2017, Ms. Lee was Corporate Secretary of Earlston Management Corp., a private management company. Ms. Lee has a Legal Assistant certification from Capilano College and is a Member of Governance Professionals of Canada. Ms. Lee is Corporate Secretary of Ionic Securities Ltd., the Promoter of the Company. Ms. Lee is also an officer of several other public companies.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), the exemption in Subsection 6.1.1(5) ( Events Outside Control of Member ), the exemption in Subsection 6.1.1(6) ( Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52110. The Company is relying on the exemption provided in Section 6.1 of NI 52-110 as the Company is a “venture issuer”.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies or procedures for the engagement of non-audit services with respect to the Company.

External Auditor Service Fees (By Category)

The following table provides details in respect of audit, audit related, tax and other fees billed by the Company’s external auditor in each of the last two financial years:

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Audit Fees(1) $9,034 $6,500	Audit Related Fees(2) Nil Nil	Tax Fees(3) Nil Nil	All Other Fees(4)
			Nil Nil

Notes:

(1) The aggregate fees billed for audit services.

(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not disclosed in the “Audit Fees” column.

(3) The aggregate fees billed for tax compliance, tax advice, and tax planning services.

(4) The aggregate fees billed for professional services other than those listed in the other three columns.

CORPORATE GOVERNANCE

Board of Directors

The Board assumes overall responsibility for the direction of the Company through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable. The sole business activity of the Company to date has been the identification of a potential “Qualifying Transaction”.

There are three directors on the Board, of which one, Brian E. Bayley, is not an independent director as he is an executive officer of the Company. John Downes and Sandra Lee are each independent directors.

Directorships

Certain of the Company’s directors or nominee directors are currently directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Name of Reporting Issuer	Market
Brian E. Bayley	Cypress Hills Resource Corp.	TSXV
	EMX Royalty Corporation	TSXV
	Left Field Capital Corp.	TSXV
	Monitor Ventures Inc.	TSXV
	NervGen Pharma Corp.	TSXV
John Downes	Left Field Capital Corp.	TSXV
Sandra Lee	Talmine Resources Ltd.	N/A
	Woodbridge Resources Ltd.	N/A
	Bemaba Resources Ltd.	N/A
	Dorset Resources Ltd.	N/A

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Orientation and Continuing Education of Board Members

The Company does not currently have any formal orientation and continuing education programs for new directors. The Board briefs all directors on the corporate policies of the Company and other relevant corporate and business information. 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 assistance and to attend related industry seminars. If there is a change in the number of directors required by the Company, this policy will be reviewed. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts 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. The Board also encourages and promotes a culture of ethical business conduct by appointing directors who demonstrate integrity and high ethical standards in their business dealings and personal affairs.

Nomination of Directors

The Board as a whole remains responsible for nominating new members of the Board and assessing members of the Board on an on-going basis. If it becomes necessary, a nomination committee will be created which in turn will develop relevant criteria for suitable candidates including the independence of the individual, financial acumen and availability to devote sufficient time to the duties of the Board. The Board encourages all directors to participate in considering the need for and in identifying and recruiting new candidates for the Board.

Compensation of Directors and Officers

The Board as a whole is responsible for determining the overall compensation strategy of the Company and administering the Company’s executive compensation program. The Company is currently a capital pool company and until the Company completes a Qualifying Transaction, no compensation of any kind may be provided to the Company’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided via the Company’s Option Plan.

Other Board Committees

Other than the Audit Committee, the Board does not have any other committees.

Assessment of Directors, the Board and Board Committees

To date, given the small size of the Board, the Board has not found it necessary to institute any formal process in order to satisfy itself that the Board, its committees and its individual directors are performing effectively.

MATTERS TO BE CONSIDERED AT THE MEETING

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

Financial Statements

At the Meeting, the Shareholders will receive and consider the audited financial statements of the Company as at and for the financial year ended November 30, 2022 and the independent auditors’ report thereon, but no vote by the Shareholders with respect thereto is required or proposed to be taken. These financial statements, the auditor’s report thereon and management’s discussion and analysis for the financial year ended November 30, 2022 are available under the Company’s profile on SEDAR at www.sedar.com.

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Fixing the Number of Directors

Each director of the Company is elected annually and holds office until the next annual general meeting of shareholders or until his or her successor is duly elected by shareholders, unless his or her office is earlier vacated in accordance with the articles of the Company or any successor corporation thereof.

At the Meeting, it will be proposed that three directors be elected to hold office for the next ensuing year, subject to the provisions of the Articles relating to subsequent appointments by the Board. Management therefore intends to place before the Meeting, for approval, with or without modification, a resolution setting the number of directors to be elected until the next annual meeting of Shareholders, subject to the Articles of the Company relating to subsequent appointments by the Board, at three members.

The text of the ordinary resolution which management intends to place before the Meeting for the approval of the fixing of the number of directors is as follows:

“ BE IT HEREBY RESOLVED as an ordinary resolution of the Shareholders of Jabbo Capital Corp. (the “ Company ”) that:

the number of directors to be elected at the Meeting for the ensuing year or otherwise as authorized by the Shareholders of the Company be and is hereby set at three; and
any one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, documents and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

The foregoing ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. The Board believes the passing of the above resolution is in the best interests of the Company and recommends that the Shareholders vote IN FAVOUR of the resolution. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy or voting instruction form to vote in favour of the ordinary resolution setting the number of directors to be elected at the Meeting at three.

Election of Directors

The Company currently has three directors, all of whom are being nominated for re-election. It is proposed to set the number of directors for the following year at the same number. This requires the approval of the Shareholders by an ordinary resolution, which approval will be sought at the Meeting.

The directors of the Company are elected annually. At the Meeting, Shareholders will be asked to elect the three nominees (each a “ Nominee ”, together the “ Nominees ”) set forth in the table below as directors of the Company. Each of the Nominees elected as a director of the Company will hold office until the next annual general meeting of Shareholders or until a successor is duly elected or appointed or their office is vacated earlier in accordance with the Articles and the provisions of the Business Corporations Act (British Columbia).

Each Nominee will be elected on an individual basis and not as a member of a slate. Management does not contemplate that any of such Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying form of proxy to vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve. All Nominees have established their eligibility and willingness to serve as directors.

The following is a brief description of the Nominees, including the name and province or state and country of residence of each of the Nominees, the date each first became a director of the Company, their principal occupation and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the foregoing as of the date of this Information Circular.

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The Board believes the election of the below named Nominees as directors of the Company is in the best interests of the Company, and recommends that the Shareholders vote IN FAVOUR of electing the Nominees. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy or voting instruction form to vote in favour of the election of the Nominees set forth in the table above as directors of the Company.

Information with respect to each Nominee to the Board is included below. The disclosure below is based upon information furnished by the respective proposed Nominee. Except as indicated below, each of the proposed Nominees has held the principal occupation shown beside the Nominee’s name in the table below or another executive office with the same or a related company, for the last five years.

The following table sets out required information regarding the persons nominated by management for election as a director, and which comprise the Board. No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

			Common	Percentage of
			Shares	Common
Name and		Principal Occupation, Business or	Owned or	Shares Owned
Municipality of	Positions and	Employment During the Past Five	Controlled or	or Controlled
Residence	Offices Held	Years	Directed(1)	or Directed(1)
Brian E.	President, Chief	President and Director of Earlston	400,000	11.27%
Bayley(2)(3)	Executive Officer,	Management Corp. since December
British Columbia,	Chief Financial Officer,	1996. Executive Chairman of Earlston
Canada	Corporate Secretary and	Investments Corp., a private merchant
	Director	bank, since January 2018.
John Downes(2)	Director	Chief Financial Officer of Earlston	100,000	2.82%
British Columbia,		Investments Corp. since January 2015.
Canada
Sandra Lee(2)(3)	Director	Manager, Corporate Administration of	100,000	2.82%
British Columbia,		Earlston Investments Corp. since
Canada		January 2018.

Notes:

(1) The listed individuals have been granted options to purchase an aggregate of 225,000 Common Shares.

(2) Member of the Audit Committee.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

For the purposes of the following disclosure, “order” means (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation, any of which was in effect for a period of more than thirty consecutive days.

Other than as is disclosed herein, no current directors or proposed Nominees of the Company:

(a) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,
(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the proposed director was acting in the capacity as director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

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(b) is, as at the date of this Information Circular, or has been within ten years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or 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, amalgamation or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
(c) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, amalgamation or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment and Remuneration of Auditor

At the Meeting, Shareholders will be asked to approve the re-appointment of Davidson & Company LLP (“ Davidson ”) at 1200 – 609 Granville Street, Vancouver, British Columbia, V7Y 1G6 as the auditor of the Company to hold office until the next annual general meeting of the shareholders of the Company and to authorize the Board to fix their remuneration. Davidson has been the auditor of the Company since September 4, 2020.

Unless authority is withheld, the persons designated as proxyholders in the accompanying instrument of proxy intend to vote IN FAVOUR of the appointment of Davidson as the Company’s independent auditor for the ensuing year and the authorization of the Board to fix the auditor’s remuneration.

Approval of the Option Plan

The Company currently has a stock option plan in place, being the Option Plan, pursuant to which the Board may grant non-transferable options to purchase Common Shares to directors, officers, employees and technical consultants to the Company. The purpose and details of the Option Plan are described further under the section of this Information Circular titled “ Executive Compensation – Option Plan ”.

The Option Plan was approved by the Shareholders on October 6, 2020, which was amended and approved by the Shareholders on May 10, 2021. A copy of the Option Plan is attached as Appendix “B”.

Options must be exercised within ninety (90) days following cessation of the optionee’s position with the Company unless the optionee was engaged in investor relations activities, in which case such exercise must occur within thirty (30) days after the cessation of the optionee’s services to the Company, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the option may be exercised within a maximum period of one (1) year after such death, subject to the expiry date of such option.

The exercise price of the Options shall be determined by the Board at the time any Option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction shall exist.

Pursuant to the policies of the Exchange, stock option plans which reserve for issuance up to ten per cent (10%) of a listed company’s shares must be approved annually by shareholders of the listed corporation. This approval is being sought at the Meeting.

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving the Option Plan. The text of the ordinary resolution which management intends to place before the Meeting for the approval of the Option Plan is as follows:

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“ BE IT HEREBY RESOLVED as an ordinary resolution that:

the stock option plan of the Company, substantially in the form attached as Schedule “B” to the Information Circular (the “ Option Plan ”), be and is hereby approved and adopted as the stock option plan of the Company;
any one director or officer may amend the form of the Option Plan in order to satisfy the requirements or requests of any regulatory authorities, including the Exchange, without requiring further approval of the shareholders of the Company; and
any one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

The Board unanimously recommends that Shareholders vote IN FAVOUR of the approval of the Option Plan. In the absence of contrary instructions, the persons designated as proxyholders in the accompanying instrument of proxy intend to vote IN FAVOUR of the approval of the Option Plan.

Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the management designees, if named as proxyholders, to vote the same in accordance with their best judgment on such matter.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, no informed person or proposed director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or its subsidiaries.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at May 16, 2023, there is no indebtedness outstanding of any current or former director, executive officer or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise .

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed Nominee for election as a director of the Company and no associate of such persons:

(i) is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or
(ii) indebted to another entity, where such indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries,

in relation to a securities purchase program or other program.

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APPOINTMENT OF AUDITOR

Davidson & Company LLP is the auditor of the Company and has been the auditor of the Company since September 4, 2020.

MANAGEMENT CONTRACTS

On September 15, 2020, and amended August 1, 2021, the Company entered into the Corporate Services Agreement with Earlston Management Corp., whereby Earlston Management Corp. provides to the Company various administrative and related corporate services. Under the terms of the Corporate Services Agreement, the Company pays to Earlston Management Corp. a fee of $1,500 per month.

The Company’s expense for administrative and corporate services for the year ended November 30, 2022 includes $18,900 (2021 - $10,500) charged by Earlston of which $1,575 is included in accounts payable and accrued liabilities on November 30, 2022 (November 30, 2021 - $1,575). Earlston Management Corp. is also reimbursed for all reasonable expenses incurred in the performance of its services. Brian E. Bayley, a director and the sole officer of the Company is also the President and a director of Earlston Management Corp. and John Downes a director of the Company is also the Chief Financial Officer of Earlston Management Corp.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at 604 488-5427 to request copies of the Company’s financial statements and MD&A.

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR.

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APPENDIX “A” AUDIT COMMITTEE CHARTER OF JABBO CAPITAL CORP.

See attached.

JABBO CAPITAL CORP.

AUDIT COMMITTEE CHARTER

1. Mandate

The primary function of the audit committee (the “ Committee ”) is to assist the board of directors (the “ Board ”) of Jabbo Capital Corp. (the “ Company ”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

(a) serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;
(b) review and appraise the performance of the Company’s external auditor;
(c) provide an open avenue of communication among the Company’s auditor, financial and senior management and the Board; and
(d) report regularly to the Board the results of its activities.

2. Composition

The Committee shall be comprised of a minimum three directors as determined by the Board, a majority of whom shall not be officers or employees of the Company or any of its affiliates. If the Company ceases to be a “venture issuer” (as that term is defined in Multilateral Instrument 52 - 110 – Audit Committees), then all of the members of the Committee shall be free from any material relationship with the Company that, in the opinion of the Board, would interfere with the exercise of their independent judgment as a member of the Committee.

If the Company ceases to be a venture issuer then all members of the Committee shall also have accounting or related financial management expertise. All members of the Committee should have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting or until their successors are duly elected. Unless a chairperson (“ Chair ”) is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

3. Meetings

The Committee shall meet a least once quarterly, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer of the Company and the external auditor of the Company in separate sessions.

4. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

A. Documents/Reports Review
(a) review and update this Audit Committee Charter annually;
(b) review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditor; and
(c) review regular summary reports of directors’ and officers’ expense account claims at least annually, establish and review approval policies for expense reports and, as required, request

audits of expense claims and policies for expense approval and reimbursements. The Chair of the Committee will be responsible for approving the expense reports of the President and the Chief Executive Officer of the Company, and the Chief Executive Officer of the Company will be responsible for approving the expense reports of the directors and officers of the Company.

B. External Auditor

(a) review annually, the performance of the external auditor who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;
(b) obtain annually, a formal written statement of the external auditor setting forth all relationships between the external auditor and the Company;
(c) review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;
(d) take, or recommend that the Board, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;
(e) recommend to the Board the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval;
(f) recommend to the Board the compensation to be paid to the external auditor;
(g) at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;
(h) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;
(i) review with management and the external auditor the audit plan for the year-end financial statements; and
(j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:
i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditor during the fiscal year in which the non-audit services are provided,
ii. such services were not recognized by the Company at the time of the engagement to be non-audit services, and
iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

C. Financial Reporting Processes
(a) in consultation with the external auditor, review with management the integrity of the Company’s financial reporting process, both internal and external;
(b) consider the external auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;
(c) consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditor and management;
(d) review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments;
(e) following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;
(f) review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;
(g) review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;
(h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;
(i) review certification process;
(j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;
(k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and
(l) on at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or government agencies.
D. Authority
(a) The Committee will have the authority to:
- i. review any related-party transactions;
- ii. engage independent counsel and other advisors as it determines necessary to carry out its duties;
- iii. set and pay compensation for any independent counsel and other advisors employed by the Committee;
- iv. communicate directly with the auditors; and
- v. conduct and authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel and other professionals to assist in the conduct of any investigation.

APPENDIX “B” STOCK OPTION PLAN OF JABBO CAPITAL CORP.

See attached.

STOCK OPTION PLAN OF JABBO CAPITAL CORP.

1. Purpose

The purpose of the Stock Option Plan (the “Plan”) of Jabbo Capital Corp., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Corporation”) is to advance the interests of the Corporation by encouraging the directors, senior officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “Shares”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

This Plan shall be administered by the board of directors of the Corporation or by a special committee of the directors appointed from time to time by the board of directors of the Corporation pursuant to rules of procedure fixed by the board of directors (such committee or, if no such committee is appointed, the board of directors of the Corporation, is hereinafter referred to as the “Board”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of this Plan, the Board shall have authority to construe and interpret this Plan and all option agreements entered into thereunder, to define the terms used in this Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to this Plan and to make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in this Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the Shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “Exchange”).

In particular, during the time that the Corporation is a Capital Pool Company (as defined in Policy 2.4 of the Exchange), this Plan is subject to Section 6 of Policy 2.4 of the Exchange as it relates to the issuance of options.

4. Shares Subject to Plan

Subject to adjustment as provided in Section 17 hereof, the Shares offered under this Plan shall consist of the Corporation’s authorized but unissued common shares. Subject to Section 10 hereof, the aggregate number of Shares issuable upon the exercise of all options granted under this Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder expires or terminates for any reason in accordance with the terms of this Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of this Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of this Plan.

6. Eligibility and Participation

Directors, senior officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company that provides management services to the Corporation or its subsidiaries (“Management Company Employees”) shall be eligible for selection to participate in this Plan (such persons hereinafter collectively referred to as “Participants”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by this Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation and that Participant that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. Exercise Price

(a) The exercise price of the Shares subject to each option is determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be less than the Discounted Market Price (as defined in Policy 1.1 of Exchange).
(b) Once the exercise price has been determined by the Board, accepted by the Exchange and the option is granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation’s shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. Number of Optioned Shares

(a) The number of Shares subject to an option granted to any one Participant is determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.
(b) The aggregate number of options granted to any single Participant in a twelve-month period must not exceed 5% of the issued common shares of the Corporation unless the Corporation has obtained disinterested shareholder approval in respect of such grant and the grant meets all other applicable Exchange requirements.
(c) The aggregate number of options granted to any single consultant of the Corporation in a twelve-month period must not exceed 2% of the issued common shares of the Corporation.
(d) The aggregate number of options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued common shares of the Corporation in any twelve month period. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least twelve (12) months with no more than ¼ of the options vesting in any 3 month period.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and subject to earlier termination as provided in Sections 13 and 14, provided that in no circumstances shall the

duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSX Venture Exchange, the maximum term may not exceed ten (10) years.

10. Corporation as a Capital Pool Company

Pursuant to Policy 2.4 of the Exchange, as may be amended from time to time, during the time that the Corporation is a Capital Pool Company the following restrictions apply:

(a) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(b) the aggregate number of Shares issuable upon exercise of all options granted under this Plan to any director or officer of the Corporation shall not exceed 5% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(c) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan to any technical consultant of the Corporation shall not exceed 2% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(d) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan to any Eligible Charitable Organizations shall not exceed 1% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(e) the exercise price of the options granted prior to the closing of the initial public offering of the Corporation (the “IPO”) cannot be less than the lowest price at which any Shares were issued by the Corporation prior to the IPO;
(f) no options may be granted to a person providing investor relations activities, promotional or marketing services;
(g) the term of any option grant must expire not later than twelve (12) months after the Participant ceases to be a director, officer or technical consultant of the Corporation while it is a Capital Pool Company, or of the Resulting Issuer (as defined in Policy 2.4 of the Exchange), as the case may be, subject to any earlier expiry date of such option; and
(h) no options may be granted by the Corporation while it is a Capital Pool Company unless the Participant first enters into a CPC Escrow Agreement (as defined in Policy 2.4 of the Exchange) agreeing to deposit the options, and the common shares of the Corporation acquired pursuant to the exercise of such option, into escrow as described in Part 10 Policy 2.4 of the Exchange.

11. Option Period, Consideration and Payment

(a) The option period is a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 13 and 14.
(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.
(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan is approved by a resolution duly passed by the shareholders of the Corporation.
(d) Except as set forth Sections 13 and 14, no option may be exercised unless the Participant is, at the time of such exercise, a director, senior officer, consultant, or employee of the Corporation

or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.

(e) The exercise of any option is contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under this Plan are issued to him or them under the terms of this Plan.

12. Exchange Hold Period

In addition to any resale restrictions under securities laws and any other circumstance for which the Exchange Hold Period (as defined in Policy 1.1 of the Exchange) may apply, where the exercise price of any options granted pursuant to this Plan is at a discount to the Market Price (as defined in Policy 1.1 of the Exchange), all such options and any Listed Shares (as defined in Policy 1.1 of the Exchange) under such options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date such options were granted.

13. Ceasing To Be a Director, Senior Officer, Consultant or Employee

(a) Subject to subsection 13(b), if a Participant ceases to be a director, senior officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within twelve (12) months after the Participant ceases to be a director, senior officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.
(b) If the Participant does not continue to be a director, senior officer, consultant, employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within twelve (12) months after completion of the Qualifying Transaction.
(c) Nothing contained in this Plan, nor in any option granted pursuant to this Plan, shall as such confer upon any Participant any right with respect to continuance as a director, senior officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

14. Death of Participant

Notwithstanding Section 13, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

(a) by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and
(b) if and to the extent that such Participant was entitled to exercise the option at the date of his death.

15. Rights of Optionee

No person entitled to exercise any option granted under this Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares are issued and delivered.

16. Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

17. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through reorganization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section 17 shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share are required to be issued under this Plan on any such adjustment.

18. Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of this Plan are neither transferable nor assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

19. Amendment and Termination of Plan

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend this Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate this Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

20. Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with this Plan is subject to any approvals that may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation returned to the Participant.

21. Effective Date of Plan

This Plan has been adopted by the Board, subject to the approval of the Exchange, and if so approved, subject to the discretion of the Board, this Plan becomes effective upon such approvals being obtained.

22. Interpretation

This Plan is governed by and construed in accordance with the laws of the Province of British Columbia.

AI assistant

Jabbo Capital Corp. — Proxy Solicitation & Information Statement 2023

47964_rns_2023-05-16_8bb63003-c6c6-4c12-aa1f-a49eeb36962b.pdf

JABBO CAPITAL CORP.

TABLE OF CONTENTS

JABBO CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 13, 2023

BY ORDER OF THE BOARD OF DIRECTORS OF JABBO CAPITAL CORP.

JABBO CAPITAL CORP.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 13, 2023

MANAGEMENT INFORMATION CIRCULAR

GENERAL

Persons Making the Solicitation

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Exercise of Discretion

Shares are to be withheld from voting. At the time of printing this Information Circular, management of the Company knows of no such amendment, variation or other matter.

Advice to Non-Registered Shareholders

Voting by Non-Registered Shareholders

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

Each Shareholder will be entitled to one vote at the Meeting for each Common Share held by them on the Record Date.

Record Date

Principal Holders of Common Shares

Notes:

Quorum

EXECUTIVE COMPENSATION

Description of Director and Named Executive Officer Compensation

Director and Named Executive Officer Compensation, Excluding Compensation Securities

External management companies

Stock Options and Other Compensation Securities

COMPENSATION SECURITIES

COMPENSATION SECURITIES

Employment, Consulting and Management Agreements

Oversight and description of director and named executive officer compensation

Option Plan

Pension and Other Benefit Plans

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Notes:

AUDIT COMMITTEE

Composition of the Audit Committee

Relevant Education and Experience

Brian E. Bayley – North Vancouver, British Columbia – Director, President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary

John Downes – Vancouver, British Columbia – Director

Sandra Lee – Vancouver, British Columbia – Director

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education of Board Members

Ethical Business Conduct

Nomination of Directors

Compensation of Directors and Officers

Other Board Committees

Assessment of Directors, the Board and Board Committees

MATTERS TO BE CONSIDERED AT THE MEETING

Financial Statements

Fixing the Number of Directors

The text of the ordinary resolution which management intends to place before the Meeting for the approval of the fixing of the number of directors is as follows:

Election of Directors

Notes:

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Appointment and Remuneration of Auditor

Approval of the Option Plan

Other Business

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

ADDITIONAL INFORMATION

JABBO CAPITAL CORP.

AUDIT COMMITTEE CHARTER

1. Mandate

2. Composition

3. Meetings

Jabbo Capital Corp. Proxy Solicitation & Information Statement 2023