KALMA CAPITAL CORP.

NOTICE OF ANNUAL AND GENERAL MEETING

NOTICE IS GIVEN THAT the Annual General Meeting (the "Meeting") of the shareholders (the "Shareholders") of KALMA CAPITAL CORP. (the "Company") will be held at Suite 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8 on December 2, 2025 at 9:30 a.m. (Pacific Standard Time) for the following purposes:

to receive and consider the consolidated financial statements of the Company for the financial years ended December 31, 2024 and December 31, 2023, together with the auditor's report thereon;
to set the number of directors of the Company for the ensuing year at three (3);
to elect the following persons as directors of the Company for the ensuing year:

Luc Pelchat
Jake H. Kalpakian
Peter J. Hawley

to appoint Davidson & Company LLP, as the auditor of the Company for the ensuing fiscal year ending December 31, 2025 and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
to pass an ordinary resolution to ratify and approve the Company's 2023 Stock Option Plan, as more particularly described in the accompanying Information Circular; and
to transact such further and other business as may be properly brought before the Meeting or any and all adjournments or postponements of the Meeting.

Accompanying this Notice of Meeting is an Information Circular, a form of proxy and a reply card for use by Shareholders who wish to receive the Company's financial statements. The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is incorporated into this Notice of Meeting. Only Shareholders of record at the close of business on October 28, 2025 will be entitled to receive notice of, and to vote at, the Meeting or any and all adjournments or postponements.

If you are a registered Shareholder as at the record date of October 28, 2025, you may choose to vote in the following ways:

(a) by proxy by dating and signing the accompanying form of proxy and returning it by mail or hand delivery to the Company's transfer agent, Odyssey Trust Company, 350 – 409 Granville St, Vancouver, BC, V6C 1T2. Proxies must be delivered at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the date of the Meeting or the adjournment of the Meeting at which the proxy is to be used; or
(b) by using the internet through the website of Odyssey Trust Company at: https://login.odysseytrust.com/pxlogin.

Registered Shareholders who choose to vote using the internet must follow the instructions that appear on the screen and refer to the enclosed proxy form for the Shareholder's account number and the proxy access number.

If you are a non-registered Shareholder as at the record date and have received these materials through your broker or through another intermediary, you must complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting, either in person or by proxy.

DATED at Vancouver, British Columbia, this 28th day of October, 2025.

BY ORDER OF THE BOARD

(Signed) "Luc Pelchat"

Luc Pelchat, Chief Executive Officer

INVITATION TO SHAREHOLDERS

October 28, 2025

Dear Shareholder:

On behalf of the board of directors of Kalma Capital Corp. (the "Company"), we are notifying you of our annual general meeting (the "Meeting") of shareholders holding common shares of the Company to be held on December 2, 2025 at 700 – 595 Burrard Street, Vancouver, B.C. V7X 1S8 at 9:30am (Pacific Standard Time), or any adjournment or postponement of the Meeting.

The items of business to be considered at the Meeting are described in the accompanying Notice of Meeting and Information Circular. The contents and the sending of the Information Circular have been approved by the board of directors.

Our public documents are available on SEDAR+ at www.sedarplus.ca. We encourage you to visit our profile on SEDAR+ for information about the Company, including news releases and other continuous disclosure documents.

We look forward to receiving your vote on the business to be considered at the Meeting.

Yours sincerely,

(Signed) "Luc Pelchat"
Luc Pelchat
Chief Executive Officer

KALMA CAPITAL CORP.
Suite 2000 - 1111 West Georgia St.,
Vancouver B.C. V6E 4G2

MANAGEMENT INFORMATION CIRCULAR
(containing information as of December 31, 2024 unless otherwise stated)

For the Annual General Meeting
to be held on Tuesday, December 2, 2025

This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management (the "Management") of Kalma Capital Corp. (the "Company") for use at the Annual General Meeting (the "Meeting") of the shareholders (the "Shareholders") of the Company to be held on Tuesday, December 2, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment or postponement of the Meeting.

In this Circular, references to the "Company", "we" and "our" refer to Kalma Capital Corp., the reference to "Common Shares" means common shares without par value in the capital of the Company. "Registered Shareholders") means shareholders who hold Common Shares registered in their own name and held either in physical form (i.e., paper certificate form) or by digital registration on the Company's register of shareholders maintained by the Company's transfer agent. "Non-Registered Shareholders" means shareholders who do not hold Common Shares in their own name. "Intermediaries" refers to banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans that hold securities on behalf of Non-Registered Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The enclosed form of proxy (the "Proxy") is solicited by Management. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

Appointment of Proxyholders

The persons named in the Proxy are representatives of the Company.

Every Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder's behalf at the Meeting other than the persons named in the Proxy. To exercise this right, a Shareholder must strike out the names of the persons named in the Proxy and insert the name of the Shareholder's nominee in the blank space provided, or complete another suitable form of proxy.

Voting By Proxyholders

Manner of Voting

The Common Shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice in the Proxy regarding any matter to be acted upon, the Common Shares will be voted accordingly. On any poll, the persons named in the Proxy (the "Proxyholders") will vote the Common Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the Proxyholder will do so in accordance with such direction.

The Proxy, when properly signed, confers discretionary authority on the Proxyholder regarding amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the Proxies will be exercised on such matters in accordance with the best judgment of the Proxyholder.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly signed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular.

Revocation of Proxy

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing signed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its corporate seal or signed by a duly authorized officer and deposited by mail with the Company's transfer agent, Odyssey Trust Company ("Odyssey") by mail or hand delivery at Odyssey Trust Company, 350 – 409 Granville St, Vancouver, BC, V6C 1T2, Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting Thresholds Required for Approval

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast by Shareholders will be required (an "Ordinary Resolution") unless the motion requires a special resolution (a "Special Resolution"), in which case a majority of not less than two thirds of the votes cast will be required. If a motion proposed at the Meeting requires disinterested Shareholder approval or must be passed on a "majority of the minority" basis, Common Shares held by Shareholders who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

Advice to Registered Shareholders

Registered Shareholders whose names appear on the records of the Company as the registered holders of Common Shares may choose to vote by proxy whether or not they are able to attend the Meeting in person by completing a proxy form or voting by internet as follows:

(i) completing, dating and signing the enclosed form of proxy and returning it to Odyssey by mail or hand delivery at Odyssey Trust Company, 350 – 409 Granville St, Vancouver, BC, V6C 1T2, Canada; or
(ii) using the internet through the website of Odyssey at https://login.odysseytrust.com/pxlogin. Registered Shareholders who choose this option must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the proxy access number;

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

Advice to Non-Registered Shareholders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name.

Only Registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Shareholders are Non-Registered Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the Intermediary (bank, trust company, securities dealer or broker, or a trustee or administrator of an RRSP, RRIF, RESP etc.) through which they purchased the Common Shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an Intermediary that the Non-Registered Shareholder deals with in respect of their Common Shares, or (ii) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant.

There are two kinds of beneficial shareholders: those who object to their name being made known to the issuers of securities which they own (called "OBOs" for Objecting Beneficial Owners) and those who do not object (called "NOBOs" for Non-Objecting Beneficial Owners). Issuers can request and obtain a list of their NOBOs from Intermediaries via their transfer agents, under National Instrument 54-101 Communication with Beneficial Owners of Securities of Reporting Issuers ("NI 54-101") and issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs. In accordance with the

requirements of NI 54-101 the Company has, if applicable, distributed copies of the Notice of Meeting, this Circular, the Proxy and related documents (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. Non-Registered Shareholders can expect to receive a voting instruction form from the Broadridge Financial Solutions, Inc. ("Broadridge"). These voting instruction forms are to be completed and returned in the envelope provided or by any other voting methods described on the voting instruction form itself, which contains complete instructions regarding voting procedures.

Management of the Company does not intend to pay for Intermediaries to forward to their OBO clients the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary under NI 54-101 and, as such, OBOs will not receive the proxy-related materials in connection with the Meeting unless such OBO's Intermediary assumes the cost of delivery. The voting instruction form supplied to Non-Registered Shareholders by Intermediaries will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf. Most Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a voting instruction form in lieu of a Proxy provided by the Company. The voting instruction form will name the same persons as the Company's Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. If you receive a voting instruction form from Broadridge, you cannot use it to vote your Common Shares directly at the Meeting – the voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted.

Although as a Non-Registered Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you, may attend at the Meeting as proxyholder for your Intermediary and vote your Common Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Common Shares as proxyholder for your Intermediary, or have a person designated by you do so, the well in advance of the Meeting you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the form to your Intermediary in accordance with the instructions provided by such Intermediary. An OBO or NOBO receiving a voting instruction form from Broadridge cannot use that form to vote Common Shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such Common Shares are voted.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate and securities laws of the province of British Columbia, Canada and the securities laws of the other provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under Canadian securities laws differ from the disclosure requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia). Certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue or take legal action against a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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

None of our directors or executive officers, nor any person who has held such a position since the beginning of our last completed financial year end, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than the election of directors and as may be set out in this Circular. Directors and executive officers may, however, be interested in the annual shareholder approval of our amended and restated dated January 13, 2023 Stock Option Plan (the "2023 Stock Option Plan) as detailed in "Matters to be Considered at the Meeting – Re-Approval of 2023 Stock Option Plan".

RECORD DATE, VOTING OF SHARES AND PRINCIPAL SHAREHOLDERS

A Shareholder of record at the close of business on October 28, 2025 (the "Record Date") who either personally attends the Meeting or who has completed and delivered a proxy in the manner and subject to the provisions described above, will be entitled to vote or to have such Shareholder's Common Shares voted at the Meeting, or any adjournment thereof.

The Company's authorized capital consists of an unlimited number of Common Shares without par value. As at the Record Date, the Company has 7,000,200 Common Shares issued and outstanding, each Common Share carrying the right to one vote. Under the Company's articles, a quorum for the transaction of business at a meeting of Shareholders is one person who is, or who represents by proxy at least 5% of the Common Shares entitled to vote at the Meeting. If such a quorum is not present in person or by proxy, the Company will reschedule the Meeting.

To the knowledge of the directors and senior officers of the Company, other than as disclosed below, no person owns, directs, or controls, directly or indirectly, 10% or more of the issued and outstanding Common Shares.

Name of Shareholder	Number of Common Shares Held	Percentage of Total Outstanding Common Shares
Luc Pelchat	2,093,000	29.90%

STATEMENT OF EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V Statement of Executive Compensation and sets forth compensation for each of the NEOs and directors of the Company. For the purpose of this Statement of Executive Compensation:

"CEO" means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"director" means an individual who acted as a director of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-Based Payments;

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

(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102 Continuous Disclosure Obligations, for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

The Company is a "Capital Pool Company" (a "CPC") as defined in the Exchange's Policy 2.4 Capital Pool Companies. Subject to certain exceptions, until the completion of the Qualifying Transaction (as defined in Policy 2.4), no payment of any kind may be made, directly or indirectly, by a CPC to a non-arm's length party of the CPC or a non-arm's length party to the Qualifying Transaction, or to any person providing investor relations services by any means including, but not limited to, salaries, consulting fees, management contract fees or directors' fees, finder's fees, loans, advances, and bonuses. So long as

the Company is a CPC, the only compensation that is permitted to be provided to the directors, executive officers, employees and consultants of the Company is the grant of stock options.

NEO and Director Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for the two most recently completed financial years.

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites	Value of all other compensation ($)	Total compensation ($)
Luc Pelchat
CEO and President	Year ended December 31, 2024	Nil	Nil	Nil	Nil	Nil	Nil
	Year ended December 31, 2023	Nil	Nil	Nil	Nil	Nil	Nil
Jake H. Kalpakian
Director	Year ended December 31, 2024	Nil	Nil	Nil	Nil	Nil	Nil
	Year ended December 31, 2023	Nil	Nil	Nil	Nil	Nil	Nil
Peter J. Hawley
Director	Year ended December 31, 2024	Nil	Nil	Nil	Nil	Nil	Nil
	Year ended December 31, 2023	Nil	Nil	Nil	Nil	Nil	Nil
Normand Latourelle^{(1)}
Director	Year ended December 31, 2024	Nil	Nil	Nil	Nil	Nil	Nil
	Year ended December 31, 2023	Nil	Nil	Nil	Nil	Nil	Nil
Pui Hong (Eric) Tsung
CFO	Year ended December 31, 2024	Nil	Nil	Nil	Nil	Nil	Nil
	Year ended December 31, 2023	Nil	Nil	Nil	Nil	Nil	Nil

Note:
(1) Mr. Latourelle resigned as a director of the Company on October 1, 2025.

Exercise of Compensation Securities by NEOs and Directors

No NEOs or directors of the Company exercised stock options or other compensation securities of the Company during the most recently completed financial year ended December 31, 2023.

Stock Option Plans and Other Incentive Plans

A description of the significant terms of the Company's 2023 Stock Option Plan is found under the heading "Particulars of Matters To Be Acted Upon – Re-Approval of 2023 Stock Option Plan". The entire 2023 Stock Option Plan is attached to this Circular as Schedule "A".

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by our directors or NEOs. There are no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or director's responsibilities.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Company's board of directors (the "Board"). The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Elements of NEO Compensation

As discussed above, the Company has adopted the 2023 Stock Option Plan to motivate NEOs by providing them with the opportunity, through stock options, to acquire an interest in and benefit from the Company's growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEOs. Other than the 2023 Stock Option Plan, the Company does not offer any long-term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Compensation of Directors

Compensation of directors of the Company is reviewed annually. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board's view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers granting stock option grants to directors under the 2023 Stock Option Plan from time to time, the Board does not use a prescribed methodology when determining the grant or allocation of options. Other than the 2023 Stock Option Plan, the Company does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the 2023 Stock Option Plan, which is administered by the Board. Refer to Schedule "A" attached to this Circular for a description of the 2023 Stock Option Plan.

The following table provides information regarding the number of stock options outstanding under the 2023 Stock Option Plan and the number of Common Shares available for future issuance under the 2023 Stock Option Plan as at the financial year ending December 31, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights	Weighted average exercise price of outstanding options, warrants, and rights ($)	Number of securities remaining available for future issuance under equity compensation plan
Equity compensation plans approved by security holders	400,020	$0.05	Nil^{(1)}
	300,000	$0.10
Equity compensation plans not approved by security holders	Nil	N/A	Nil
Total	Nil	Nil	Nil^{(1)}

Note:
(1) Based on 7,000,200 issued and outstanding Common Shares as of December 31, 2024.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time since the beginning of the last completed financial year was any current or former director, executive officer or employee of the Company, or any proposed nominee for election as a director of the Company, or any associate of the foregoing persons: (i) indebted to the Company; or (ii) indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, other than routine indebtedness.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, "Informed Person" means (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10% of the outstanding the Common Shares, other than the Common Shares held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its Common Shares, for so long as it holds any of its Common Shares.

Except as disclosed elsewhere in this Circular or in the notes to the Company's financial statements for the financial year ended December 31, 2024, none of:

(a) the Informed Persons of the Company;
(b) the proposed nominees for election as a director; or
(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITOR

Management proposes to nominate Davidson & Company as the Company's auditor for the ensuing year.

MANAGEMENT CONTRACTS

The Company is not a party to a management contract whereby management functions are to any substantial degree performed other than by our directors or executive officers.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

The Audit Committee Charter of the Company's Audit Committee is attached to this Circular as Schedule "B" hereto.

Composition of the Audit Committee

National Instrument 52-110 Audit Committees ("NI 52-110") provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member's independent judgment.

NI 52-110 provides that an individual is "financially literate" if he or she has 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 following sets out the members of the Company's Audit Committee and their education and experience that is relevant to the performance of their responsibilities as an Audit Committee member.

The current members of our Audit Committee are Jake H. Kalpakian and Peter J. Hawley. All of the members of the Audit Committee are considered to be independent. All members of the Audit Committee are financially literate as defined by NI 52-110.

Refer to "Election of Directors" below, which sets out the members of the Audit Committee and their education and experience that is relevant to the performance of their responsibilities as an Audit Committee member.

All Audit Committee members are accustomed to and familiar with financial statements for reporting issuers through various public company roles including as an audit committee member with a number of other Canadian reporting issuers.

Relevant Education and Experience

The education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is described in the individual biographies for the members of the Audit Committee under the heading "Election of Directors".

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

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a "venture issuer", is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services. Subject to the requirements of the NI 52-110, the engagement of non-audit services will be considered, on a case-by-case basis, by the Board and the Audit Committee, as applicable.

External Auditor Service Fees (By Category)

The following table sets out the total fees charged to the Company by the external auditor in each of the last two financial years

for the category of fees described.

	Financial Year Ended December 31, 2024	Financial Year Ended December 31, 2023
Audit Fees^{(1)}	$13,000	$12,500
Audit-Related Fees^{(2)}	Nil	Nil
Tax fees^{(3)}	$3,000	$2,500
All Other Fees^{(4)}	Nil	Nil
Total Fees:	$16,000	$15,000

Notes:
(1) "Audit fees" include total fees billed by the Company's external auditor in each of the last fiscal years for audit fees.
(2) "Audited related fees" include the total fees billed in each of the last fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees" above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) "Tax fees" include the total fees billed in each of the last fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) "All other fees" include the total fees billed in each of the last three fiscal years for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.

Exemption

During the most recently completed financial year, the Company relied on the exemption set out in section 6.1 of NI 52-110 related to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 Disclosure of Corporate Governance Practices requires issuers to disclose the corporate governance practices that they have adopted. The corporate governance practices the Company has adopted are set out below.

Board of Directors

The Board is currently composed of three directors, namely Luc Pelchat, Jake H. Kalpakian and Peter J. Hawley. Each of the three current directors are nominated for election as director and are expected to be elected as directors at the Meeting. Of the three individuals to be nominated by Management for election as directors, Jake H. Kalpakian and Peter J. Hawley will be considered to be independent based upon the tests for independence set out in section 1.4 of NI 52-110. Luc Pelchat is not considered independent because of his position as Chief Executive Officer.

Directorships in Other Reporting Issuers

The following table sets out the other reporting issuers of which certain directors of the Company are currently directors.

Name of Director	Name of Reporting Issuer
Luc Pelchat	Fabled Silver Gold Corp. (Formerly, Flying Monkey Capital Corp.)
Fabled Copper Corp.
Jake H. Kalpakian	Jackpot Digital Inc.
Yo Eleven Gaming Inc.
37 Capital Inc.
Peter J. Hawley	Fabled Silver Gold Corp.
Fabled Copper Corp.

Orientation and Continuing Education

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company's business and understand the responsibilities of the Board.

We do not have a formal program for the continuing education of our directors. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies. The skills and knowledge of the Board as a whole are such that we do not believe that any formal continuing education process is currently required. The Company expects its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Company's management, auditor and professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board. Board members have full access to the books and records of the Company.

Ethical Business Conduct

The Board expects management to operate the Company's business in a manner that enhances shareholder value and is consistent with the highest level of integrity. The Board views good corporate governance as an integral component to the Company's success and to meet responsibilities to Shareholders. The Board has not adopted a formal code of ethics. However, the current lack of operations and the small number of officers allow the independent members of the Board to monitor on management's activities an ongoing basis and to ensure that the highest standard of ethical conduct is maintained.

In the Board's view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Directors are encouraged to consult with the Company's professional advisors regarding any issues related to ethical business conduct.

Nomination of Directors

The Board determines new nominees to the Board, although a formal process has not been adopted. The Board assesses potential Board candidates based on perceived needs on the Board, required skills expertise, independence and other factors. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and our Chief Executive Officer.

Compensation

Currently, none of our directors and executive officers have received any compensation. If a Qualifying Transaction is completed, the independent directors have the responsibility for determining compensation for our directors and senior management. The compensation of directors and the CEO is reviewed and determined by the independent directors of the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Other Board Committees

The Company has established one committee, being the Audit Committee. The Board has determined that additional committees are not necessary at this stage of the Company's development. All Board decisions are made by Board meetings, conference calls or consent resolutions.

Assessments

The Board monitors but does not have any formal process for assessing the performance and effectiveness of the Board as a whole, its committees, or individual directors. Such assessments are done on an informal basis by the CEO and the Board as a whole. Based on our size, our stage of development and the limited number of Board members, the Board considers a formal assessment process to be inappropriate at this time.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Financial Statements

The audited financial statements of the Company for the financial years ended December 31, 2024 and December 31, 2023 and the auditor's report thereon will be presented to Shareholders at the Meeting.

The financial statements, the auditor's report, and the management's discussion and analysis (the "MD&A") for the financial years ended December 31, 2024 and December 31, 2023 will be available under the Company's profile on SEDAR+ at www.sedarplus.ca prior to the Meeting or from the office of the Company's counsel, which is located at 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8.

2. Appointment and Remuneration of Auditor

At the Meeting, Shareholders will be asked to pass an Ordinary Resolution to re-appoint Davidson & Company LLP as our auditor, and to authorize Board to fix the remuneration to be to be paid to the auditor.

The Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

"RESOLVED, as an ordinary resolution, that Davidson & Company LLP be appointed as auditor of the Company, at a remuneration to be fixed by the Board, provided that the Board in their discretion may seek proposals from other qualified accounting firms for the position of auditor of the Company for the ensuing year, and, should one or more favourable proposals be received, the Board may replace Davidson & Company LLP as the Company's auditor at any time during the ensuing year with a qualified accounting firm at a remuneration to be fixed by the Board, subject to compliance by the Company with the requirements of the BC Securities Commission."

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly signed, FOR re-appointing Davidson & Company LLP, as the Company's auditor for the ensuing year, and FOR authorizing the Board to fix the remuneration to be paid to the auditor.

3. Setting the Number of Directors

Management proposes, and the persons named in the accompanying form of Proxy intend to vote in favour of, setting the number of directors for the ensuing year at three (3).

IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PROXYHOLDERS INTEND TO VOTE THE COMMON SHARES REPRESENTED BY EACH PROXY, PROPERLY SIGNED, FOR SETTING THE NUMBER OF DIRECTORS AT THREE FOR THE ENSUING YEAR.

4. Election of Directors

At the Meeting, Shareholders are required to elect the directors of the Company to hold office until the close of the next annual meeting of Shareholders or until their successors are elected or appointed. The Company has nominated Luc Pelchat, Jake H.

Kalpakian and Peter J. Hawley for election to the Board. Each director is elected annually and holds office until the next annual general meeting of Shareholders or until his or her successor is duly elected, unless his or her office is vacated earlier in accordance with the Articles of the Company. Between annual general meetings the directors may appoint one or more additional directors, but the number of additional directors appointed must not at any time exceed one-third of the number of the current directors.

IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PROXYHOLDERS INTEND TO VOTE THE COMMON SHARES REPRESENTED BY EACH PROXY, PROPERLY SIGNED, FOR ELECTING EACH OF THE THREE DIRECTOR NOMINEES LISTED IN THIS CIRCULAR.

Management does not contemplate that any of the nominees will be unable to serve as a director. However, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, the Proxyholders intend to exercise their discretionary authority to vote the Common Shares represented by each Proxy, properly signed, FOR the election of any other person or persons in place of any nominee or nominees unable to serve, unless the Shareholder has specified in their Proxy that their Common Shares are to be withheld from voting in the election of directors.

Information Concerning Nominees Submitted By Management

The following table sets out required information regarding the persons nominated by Management for election as a director.

Name, Province and Country of ordinary residence, and positions held with the Company	Principal occupation during the past five years^{(1)}	Date(s) serving as a director^{(2)}	Number of Common Shares beneficially owned or controlled^{(1)}
Luc Pelchat
Nayarit, Mexico
CEO, President and Director	See bio below.	Since May 31, 2021	2,093,000^{(4)}
Jake H. Kalpakian^{(3)}
British Columbia, Canada
Director	See bio below.	Since May 31, 2021	500,000^{(5)}
Peter J. Hawley^{(3)}
Quebec, Canada
Director	See bio below.	Since May 31, 2021	100,000^{(6)}

Notes:

(1) This information, not being within the knowledge of the Company, has been provided by the respective nominees. Information is provided as at the Record Date.

(2) The Company does not set expiry dates for the terms of office of directors. Each director holds office as long as he or she is elected annually by Shareholders at Annual general meetings, unless his or her office is vacated earlier in accordance with the Company's Articles.

(3) Member of Audit Committee.

(4) Mr. Pelchat holds 2,093,000 Common Shares directly.

(5) Mr. Kalpakian holds 500,000 Common Shares directly.

(6) Mr. Hawley holds 100,000 Common Shares directly.

Luc Pelchat

Mr. Pelchat is the founder and President of the Canadian Chamber of Commerce in North Mexico. Following 15 years with a Canadian multinational company operating in the construction industry, Mr. Pelchat formed a number of his own companies and has realized multiple projects in the construction industry in Mexico. He has extensive business, financial and human resources experience in Canada, Mexico and Africa. Mr. Pelchat has held directorships with multiple public companies over the last 17 years including Marching Moose Capital Corp., a Capital Pool Company that completed its Qualifying Transaction with Avidian Gold Corp. in 2017; Green Arrow Resources Inc. and Scorpio Gold Corp. each of which is listed on the TSX Venture Exchange (the "TSXV"). He is presently serving as a director of Fabled Silver Gold Corp. and Fabled Copper Corp., a junior mining issuer listed on the TSXV and the Canadian Securities Exchange, respectively.

Jake H. Kalpakian

Mr. Kalpakian has over 30 years in managing small-cap publicly listed companies. Presently, Mr. Kalpakian serves as President, CEO and director of Jackpot Digital Inc. since 1999, which is listed on the TSXV. Mr. Kalpakian, through his private companies, manages and sits on the board of directors of other Canadian publicly listed companies.

Peter J. Hawley

Mr. Hawley is a geologist with 36 years of experience in the exploration and mining industry. He has worked as a consulting geologist to a large number of intermediate and senior mining companies, including Teck Corp., Noranda Inc., Placer Dome Inc. and Barrick Gold Corp. Mr. Hawley has extensive experience in building junior mining companies and has raised over $300 million of the various ventures he has been a part of. He is currently President and CEO of Fabled Silver Gold Corp. and Fabled Copper Corp.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, an "order" means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days; and for purposes of item (a)(i) below, specifically includes a management cease trade order which applies to directors or executive officers of a relevant company that was in effect for a period of more than 30 consecutive days whether or not the proposed director was named in the order.

Except as disclosed below, to the knowledge of Management, none of the proposed directors, including any personal holding company of a proposed director:

(a) is, as at the date of this Circular, or has been, within the 10 years before the date of this 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 a director, chief executive officer or chief financial officer of the company; or

(ii) was subject to an order that was issued after the proposed director ceased to be a 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 a director, chief executive officer or chief financial officer of the company; or

(b) is, as at the date of this Circular, or has been, within the 10 years before the date of this 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, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;

(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;

(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 a securities regulatory authority within the 10 years before the date of this Circular, if the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director,

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

Indebtedness of Directors, Officers and Promoters

None of the directors, officers and promoters of the Company, nor any of their respective associates or affiliates has been indebted to the Company since the date of the Company's incorporation.

Re-Approval of 2023 Stock Option Plan

At the last annual general meeting, the Shareholders ratified and approved the amended and restated 2023 Stock Option Plan to replace the previous stock option plan. At the Meeting, the Shareholders will be asked to pass an Ordinary Resolution to ratify and approve the 2023 Stock Option Plan, a copy of which is attached hereto as Schedule "A". An Ordinary Resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The purpose of the 2023 Stock Option Plan is to provide the directors, officers, and key employees of, and certain other persons who provide services to, the Company and any subsidiaries with an opportunity to purchase Common Shares and benefit from any appreciation in the value of the Common Shares. This will provide an increased incentive for these individuals to contribute to the future success and prosperity of the Company, thus enhancing the value of the Common Shares for the benefit of all the Shareholders and increasing the ability of the Company and its subsidiaries to attract and retain skilled and motivated individuals in the service of the Company.

The 2023 Stock Option Plan is a 10% "rolling" plan such that the total number of Common Shares reserved for issuance on the exercise of options under the 2023 Stock Option Plan and under any other Security Based Compensation (as defined in TSXV Policy 4.4) must not exceed 10% of issued Common Shares at the time of the grant of a stock option, unless the Company has obtained "Disinterested Shareholder Approval".

The term "Disinterested Shareholder Approval" means approval by a majority of the votes cast at a meeting of Shareholders other than votes attaching to Common Shares beneficially owned by insiders of the Company to whom options may be granted under the 2023 Stock Option Plan and associates of such persons. The term "insiders" is defined in the Securities Act (British Columbia) and generally includes directors and senior officers of the Company and any subsidiary of the Company, the five highest paid employees, and holders of greater than 10% of the Common Shares. The term "associates" is defined in the Securities Act (British Columbia).

An option granted under the 2023 Stock Option Plan can be exercisable for a maximum of 10 years from the date of grant of the option. The Board may establish a vesting period at the time each option is granted that require the option to vest in stages.

The exercise price of an option will be set by the Board at the time the option is granted under the 2023 Stock Option Plan, and cannot be less than the Discounted Market Price (as defined by TSXV policies). The TSXV Policy 4.4 and the terms of the 2023 Stock Option Plan also provide that Disinterested Shareholder Approval will be required for any agreement to decrease the exercise price or extend the expiry date of options previously granted to insiders of the Company but no such agreements are being brought before the Meeting.

No single person may be granted options to purchase a number of Common Shares equaling more than 5% of the issued Common Shares in any twelve-month period unless the Company has obtained Disinterested Shareholder Approval and the grant of the options meets applicable TSXV requirements.

The following restrictions and limits apply to the grant of options to insiders of the Company (as a group), unless Disinterested Shareholder Approval has been obtained:

(a) the total number of Common Shares that are issuable on exercise of options granted under the 2023 Stock Option Plan and any and all other Security Based Compensation of the Company granted or issued to insiders (as a group) must not exceed 10% of the total issued Common Shares at any point in time; and

(b) the total number of Common Shares that are issuable on exercise of options granted under the 2023 Stock Option Plan and any and all other Security Based Compensation of the Company granted or issued in any 12-month period to insiders (as a group) must not exceed 10% of the total issued and outstanding Common Shares calculated on the date of grant.

The total number of Common Shares that are issuable on exercise of options granted under the 2023 Stock Option Plan and any other Security Based Compensation granted or issued to any one consultant of the Company or any subsidiary in a 12-month period must not exceed 2% of the total issued Common Shares, calculated on the grant date.

The total number of Common Shares issuable on exercise of options granted under the 2023 Stock Option Plan granted to persons providing investor relations service in a 12-month period must not exceed 2% of the total issued Common Shares,

calculated on the grant date, and no other forms of Security Based Compensation may be granted to investor relations service providers. Options granted to consultants performing investor relations activities must contain vesting provisions such that vesting occurs over at least 12 months with no more than 1/4 of the options vesting in any three-month period.

Despite the provisions of the 2023 Stock Option Plan described above, until the Company has completed a Qualifying Transaction (as defined in the TSXV's CPC Policy 2.4) and is no longer a CPC:

(a) the total number of Common Shares reserved under options for issuance to any individual director or senior officer must not exceed 5% of the total issued Common Shares, calculated at the grant date;

(b) the total number of Common Shares reserved under options for issuance to all technical consultants must not exceed 2% of the total issued Common Shares, calculated at the grant date; and

(c) no options may be granted to an Eligible Person (as defined in the 2023 Stock Option Plan) conducting investor relations activities.

For as long as the Company remains a CPC, the exercise price for options granted under the 2023 Stock Option Plan cannot be less than the greater of the price of the Common Shares issued in the Company's initial public offering and the Discounted Market Price. The exercise price of any options granted in connection with a Qualifying Transaction must be the greater of the price per Common Share issued on the Qualifying Transaction, the price of any concurrent financing (within the meaning of the CPC Policy) and the Discounted Market Price at the time of announcement of the grant of options.

No option may be exercisable by a person who has been granted an option (an "Optionee") if the Optionee ceases to be an Eligible Person, except as follows:

(a) Termination Without Cause. If an Optionee ceases to be an Eligible Person for any reason other than termination for cause, disability or death, such Optionee's outstanding option will terminate on the earlier of: (i) 180 days thereafter; or (ii) the expiry date of the option; or (iii) within a reasonable period as determined by the Board (the "Exercise Period") commencing on the effective date the Optionee ceases to be an Eligible Person (but only to the extent that such option has vested on or before the date the Optionee ceased to be an Eligible Person), and all rights to purchase Common Shares under such option will expire as of the last day of such Exercise Period, unless the Optionee has entered into an employment or consulting agreement that provides for a longer Exercise Period, but in no case will the Exercise Period be greater than 12 months unless prior approval of the TSXV has been obtained.

(b) Termination For Cause. If an Optionee that is an employee, a management company employee or a consultant ceases to be an Eligible Person as a result of termination for cause (as determined by common law), any outstanding option held by such Optionee on the date of termination will terminate and cease to be exercisable immediately.

(c) Death. If the Optionee ceases to be an Eligible Person due to his or her death or, in the case of an Optionee that is a company, the death of the person who provides management or consulting services to the Company or any subsidiary, the Optionee's personal representatives, heirs or executors may exercise any vested option granted to the Optionee until the earlier of (i) the expiry date of the option, and (ii) one year after the date of death.

(d) Disability. If the Optionee ceases to be an Eligible Person, due to his or her disability, or, in the case of an Optionee that is a company, the disability of the person who provides management or consulting services to the Company or any subsidiary, the Optionee may exercise any vested option granted to the Optionee until the earlier of: (i) the date that is 180 days after the date of disability; or (ii) the expiry date of the option; or (iii) within a reasonable period as determined by the Board.

(e) Changes in Status of Eligible Person. If the Optionee ceases to be one type of Eligible Person but concurrently is or becomes one or more other type of Eligible Person, the option granted to such Optionee will continue in full force and effect until the expiry date or such earlier date applicable above.

(f) Termination of Options of CPC or Resulting Issuer. Despite any other provisions in the 2023 Stock Option Plan, if an Optionee does not continue as an Eligible Person of the resulting issuer following completion of a Qualifying Transaction, then each option held by such Optionee will terminate on the later of:

(i) 12 months after the date of completion of the Qualifying Transaction; and

(ii) 90 days after the Optionee ceases to be an Eligible Person of the resulting issuer.

The 2023 Stock Option Plan is subject to approval by the TSXV and annual re-approval of the 2023 Stock Option Plan by the Shareholders. Amendment to the 2023 Stock Option Plan will require the approval of the TSXV and may require approval by Shareholders.

If Shareholders do not ratify and approve the 2023 Stock Option Plan at the Meeting, the Company will not continue to implement the 2023 Stock Option Plan nor grant options under it. Even if approved by Shareholders, the directors may determine not to proceed with the 2023 Stock Option Plan.

Accordingly, the Shareholders will be asked at the Meeting to pass an Ordinary Resolution, the text of which will be in substantially the following form:

"RESOLVED, as an ordinary resolution, that:

the 2023 Stock Option Plan as described in the Information Circular dated October 28, 2025, is ratified, approved and confirmed, including the reserving for issuance under the 2023 Stock Option Plan at any time of a maximum of 10% of the issued and outstanding common shares of the Company, subject to any amendments that may be required by the TSX Venture Exchange;
the Company is authorized to abandon or terminate all or any part of the 2023 Stock Option Plan if the Company's board of directors deems it appropriate and in the best interests of the Company to do so;
the Company is authorized to grant stock options pursuant and subject to the terms and conditions of the 2023 Stock Option Plan;
the Company is authorized, at the discretion of the board of directors, to amend the exercise price of previously granted options, without further approval by the Company's shareholders, all in accordance with the policies of the TSX Venture Exchange; and
any one or more of the directors and officers of the Company is authorized and directed to perform all such acts and things and sign all such documents, including treasury orders, stock exchange and securities commission forms, as may be required to give effect to the true intent of this resolution."

Management and the Board recommend that the Shareholders vote in favour of the resolution to ratify and approve the 2023 Stock Option Plan.

UNLESS A PROXY CONTAINS INSTRUCTIONS TO VOTE AGAINST THE RE-APPROVAL OF THE 2023 STOCK OPTION PLAN, THE PERSONS NAMED IN THE ENCLOSED PROXY INTEND TO VOTE FOR THE RATIFICATION AND APPROVAL OF THE 2023 STOCK OPTION PLAN.

Other Matters

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting and this Circular. Should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited by Management will be voted on such matters in accordance with the best judgement of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information regarding the Company is available on the SEDAR+ at www.sedarplus.ca website located at www.sedar.com under "Company Profiles – Kalma Capital Corp.". The Company's audited consolidated financial statements and management discussion and analysis ("MD&A") for the financial years ended December 31, 2024 and December 31, 2023 are available for review under the Company's profile on SEDAR+ www.sedarplusca. Shareholders may contact the Company to request copies of the financial statements and MD&A without charge at Suite 2000 - 1111 West Georgia Street, Vancouver, B.C. V6E 4G2.

SCHEDULE "A"

2023 STOCK OPTION PLAN

[See Attached]

KALMA CAPITAL CORP.
(the "Company")
AMENDED AND RESTATED STOCK OPTION PLAN
Dated for Reference: January 13, 2023

PURPOSE

1.1 Purpose. The purpose of this Plan is to attract, retain and motivate Persons as directors, officers, Employees, Management Company Employees and Consultants (as such terms are defined below) to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that, if and so long as the Company's shares are listed on the TSX Venture Exchange ("TSXV"), this Plan will at all times be in compliance with the rules and policies of the TSXV (the "TSXV Policies") and any inconsistencies between this Plan and the TSXV Policies whether due to inadvertence or changes in TSXV Policies will be resolved in favour of the latter.

INTERPRETATION

2.1 Definitions. For the purposes of this Plan, the following terms have the respective meanings set forth below:

(a) "10% Shareholder" means a U.S. Optionee who, at the time an Option is granted, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Subsidiary, taking into account the attribution rules under section 424(d) of the IRS Code;

(b) "Affiliate" has the same meaning ascribed to that term in TSXV Policy 1.1;

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

(e) "Change of Control" means the acquisition by any person or by any person and all Joint Actors (within the meaning of Multilateral Instrument 62-104, Take-Over Bids and Issuer Bids), whether directly or indirectly, of voting securities (as defined in the Securities Act) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board;

(f) "Common Shares" means the common shares without par value in the capital of the Company as constituted on the Grant Date, provided that, in the event of any adjustment pursuant to subsection 4.10, "Common Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment;

(g) "Company" means Kalma Capital Corp. and includes, unless the context otherwise requires, all of its subsidiaries and successors according to law;

(h) "Consultant" means, as long as the Company is not a CPC, an individual (other than an Employee, director or officer of the Company or of any of its subsidiaries) or a Consultant Company that:

PAGE 1 OF 19

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

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

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

provided that, while the Company is a CPC, "Consultant" means:

(iv) where permitted by securities laws, a technical consultant whose particular industry expertise in relation to the business of the Vendors or the Target Company (as these terms are defined in the CPC Policy), as the case may be, is required to evaluate the proposed Qualifying Transaction; and

(v) a company, all of whose securities are owned by such a director, officer or technical consultant;

(i) "Consultant Company" means a Consultant that is a "Company" (as such term is defined in TSXV Policy 1.1).

(j) "CPC" has the meaning set out in the CPC Policy;

(k) "CPC IPO" means that initial public offering of the Company completed prior to listing of the Company as a CPC on the TSXV;

(l) "CPC Policy" means Policy 2.4 Capital Pool Companies of the TSXV, as amended from time to time;

(m) "Disability" means any disability with respect to an Optionee which the Board in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

(i) being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or

(ii) acting as a director or officer of the Company or its subsidiaries,

and "Date of Disability" means the effective date of the Disability as determined by the Board in its sole and unfettered discretion;

(n) "Discounted Market Price" has the meaning attributed to it in the TSXV Policies;

(o) "Disinterested Shareholder Approval" means approval by a majority of the votes cast by all the Company's shareholders at a duly constituted shareholders' meeting in accordance with TSXV Policy 4.4, excluding votes attached to shares beneficially owned by Insiders to whom Options may be granted under this Plan and their Associates and Affiliates;

(p) "Eligible Person" means, from, time to time, any bona fide director, officer, Employee, Management Company Employee or Consultant of the Company or of any of its subsidiaries; provided that while the Company is a CPC, Eligible Person means a director, officer or Consultant;

PAGE 2 OF 19

(q) "Employee" has the meaning attributed to it in TSXV Policy 4.4;
(r) "Exchange Hold Period" has the meaning attributed to it in the TSXV Policies, more specifically in TSXV Policy 1.1;
(s) "Exercise Price" means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms thereof;
(t) "Expiry Date" means 5:00 p.m. (Pacific Standard Time) on the day on which an Option lapses as specified in the Option Agreement therefor or in accordance with the terms of this Plan;
(u) "Grant Date" for an Option means the date of grant thereof by the Board under the Plan, whether or not the grant is subject to any Regulatory Approval;
(v) "Incentive Stock Option" or "ISO" means an Option granted to a U.S. Optionee that is intended to qualify as an "incentive stock option" within the meaning of section 422 of the IRS Code;
(w) "Insider" means an insider as defined in the TSXV Policies or as defined in securities legislation applicable to the Company;
(x) "Investor Relations Activities" has the meaning set out in TSXV Policy 1.1, and means generally any activities, by or on behalf of the Company or shareholder of the Company, that promote or could be expected to promote the purchase or sale of securities of the Company;
(y) "Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any director, officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;
(z) "IRS Code" means the United States Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder;
(aa) "Management Company Employee" means a "Management Company Employee" as defined in TSXV Policy 4.4;
(bb) "Market Price" has the meaning attributed to it in the TSXV Policies;
(cc) "Non-Qualified Stock Option" or "NQSO" means any Option granted to a U.S. Optionee that is not an Incentive Stock Option;
(dd) "Option" means the right to purchase Common Shares granted hereunder to an Eligible Person;
(ee) "Option Agreement" means the notice of grant of an Option delivered by the Company hereunder to an Eligible Person and substantially in the form of Schedule "A" hereto;
(ff) "Optioned Shares" means Common Shares that may be issued in the future to an Eligible Person upon the exercise of an Option;
(gg) "Optionee" means the recipient of an Option hereunder, their heirs, executors and administrators;
(hh) "Person" means a corporation or an individual;
(ii) "Plan" means this Stock Option Plan, the terms of which are set out herein or as may be amended and/or restated from time to time;

PAGE 3 OF 19

(jj) "Plan Shares" means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in subsection 3.3;
(kk) "Qualifying Transaction" has the meaning attributed to it in the CPC Policy;
(II) "Regulatory Approval" means the approval of the TSXV, if the Company's shares are listed on the TSXV, and any other Exchange or securities regulatory authority that may have lawful jurisdiction over the Plan and any Options issued hereunder;
(mm) "Securities Act" means the Securities Act, R.S.B.C. 1996, c.418, together with the rules and regulations promulgated thereunder, as may be amended from time to time;
(nn) "Security Based Compensation" means "Security Based Compensation" as defined in TSXV Policy 4.4;
(oo) "Seed Shares" means securities issued before the CPC IPO regardless of whether the securities are subject to Resale Restrictions or are free trading.
(pp) "TSXV" or "Exchange" means the TSX Venture Exchange and any successor thereto or, as applicable, any other stock exchange or quotation system on which the Common Shares may be listed or quoted for trading;
(qq) "TSXV Policies" means the rules and policies of the TSXV as amended from time to time;
(rr) "TSXV Policy 1.1" means Policy 1.1 – Interpretation of the TSXV, as amended from time to time;
(ss) "TSXV Policy 4.4" means Policy 4.4 – Security Based Compensation of the TSXV, as amended from time to time; and
(tt) "U.S. Optionee" means an Optionee that is subject to federal income tax in the United States of America pursuant to the IRS Code and any relevant tax convention.

2.2 Currency. Unless otherwise indicated, all dollar amounts referred to in this Plan are in Canadian funds.
2.3 Gender. As used in this Plan, words importing the masculine gender shall include the feminine and neuter genders and words importing the singular shall include the plural and vice versa, unless the context otherwise requires.
2.4 Interpretation. This Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

3. STOCK OPTION PLAN

3.1 Establishment of Plan. This Plan is hereby established to recognize contributions made by Eligible Persons and to create an incentive for their continuing assistance to the Company and its subsidiaries.
3.2 Powers of the Board. The Board or any committee established by the Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power and authority to

(a) determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed

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upon the acquisition, sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Optionee's rights in respect of an Option or Common Shares acquired upon exercise of an Option may be forfeited;

(b) interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan as it deems advisable;

(c) subject to appropriate shareholder and Regulatory Approval, if required, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the written consent of all Optionees, alter or impair any Option previously granted under the Plan unless as a result of a change in TSXV Policies or the Company's tier classification thereunder;

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

(e) may in its sole discretion amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Eligible Persons (before a particular Option is granted) subject to the other terms thereof; and

(f) make all other determinations and take all other actions in connection with the implementation and administration of this Plan including without limitation for the purpose of ensuring compliance with the TSXV Policies and all applicable laws as it may deem necessary or advisable.

The Board's interpretations, determinations, guidelines, rules and regulations will be conclusive and binding upon the Company, Eligible Persons, Optionees and all other Persons.

3.3 Rolling Maximum Number of Plan Shares. Subject to adjustment as provided in this Plan, the aggregate number of Plan Shares reserved for issuance under this Plan and under any and all of the Company's other Security Based Compensation must not exceed 10% of the total issued and outstanding Common Shares (calculated on a non-diluted basis) at any point in time, unless the Company has obtained Disinterested Shareholder Approval). For greater clarity, the aggregate number of Plan Shares reserved for issuance under this Plan and under any and all of the Company's other Security Based Compensation will be calculated on the Grant Date, and such calculation will account for Options that are exercised, expired or cancelled, and where the total issued and outstanding Common Shares is increased or decreased.

3.4 Eligibility. Options to purchase Common Shares may be granted hereunder to Eligible Persons from time to time by the Board. If and when the Company's shares listed on the TSXV, Eligible Persons that are corporate entities will be required to agree in writing not to effect or permit any transfer of ownership or option of any of its shares, nor issue more of its shares to any other individual or entity as long as such Options remain outstanding, unless the written permission of the TSXV and the Company is obtained. Both the Company and the Eligible Persons must ensure that Eligible Persons who are granted Options will be bona fide directors, officers, Employees, Management Company Employees or Consultants of the Company or a subsidiary of the Company at the time of grant of such Options, and the Option Agreement between the Company and an Optionee will contain representations to that effect given by both the Company and the Optionee.

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3.5 Options Granted Under the Plan. All Options granted under the Plan will be evidenced by an Option Agreement in the form attached as Schedule "A", showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

3.6 Terms Incorporated. Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Agreement made hereunder. In the event of any discrepancy between this Plan and an Option Agreement, the provisions of this Plan shall govern.

3.7 Limitations on Option Grants. Subject to 7.6, If the Common Shares are listed on the TSXV, the following restrictions and limits on the granting of Options are applicable under the Plan:

(a) Individuals. The aggregate number of Common Shares that are issuable pursuant to Options and any and all other Security Based Compensation of the Company granted or issued in any 12-month period to any one Person (and where permitted under TSXV Policy 4.4, any companies that are wholly owned by that Person) must not exceed 5% of the total issued and outstanding Common Shares, calculated as at the Grant Date or as at the date any Security Based Compensation is granted or issued to the Person, unless the Company has obtained Disinterested Shareholder Approval.

(b) Insiders as a Group. The following restrictions and limits apply to the grant of Options to Insiders (as a group):

(i) the aggregate number of Common Shares that are issuable pursuant to Options and any and all other Security Based Compensation of the Company granted or issued to Insiders (as a group) must not exceed 10% of the total issued and outstanding Common Shares at any point in time, unless the Company has obtained Disinterested Shareholder Approval; and

(ii) the aggregate number of Common Shares that are issuable pursuant to Options and any and all other Security Based Compensation of the Company granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the total issued and outstanding Common Shares, calculated at the Grant Date or at the date any other Security Based Compensation is granted or issued to any Insider, unless the Company has obtained Disinterested Shareholder Approval.

(c) Optionees Performing Investor Relations Activities. Subject to section 3.7(e), the aggregate number of Common Shares that are issuable pursuant to Options granted to Investor Relations Service Providers in a 12-month period must not exceed 2% of the total issued and outstanding Common Shares, calculated at the Grant Date, and no other forms of Security Based Compensation may be granted to Investor Relations Service Providers.

(d) Consultants. The aggregate number of Common Shares that are issuable pursuant to Options and any and all other Security Based Compensation of the Company granted or issued to any one Consultant in a 12-month period must not exceed 2% of the total issued and outstanding Common Shares, calculated at the Grant Date.

(e) CPC Limitations. Until the Company has completed a Qualifying Transaction and is no longer a CPC:

(i) the aggregate number of Optioned Shares reserved under Options for issuance to any individual director or senior officer must not exceed 5% of the total issued and outstanding Common Shares, calculated at the Grant Date;

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(ii) the aggregate number of Optioned Shares reserved under Options for issuance to all technical consultants must not exceed 2% of the total issued and outstanding Common Shares, calculated at the Grant Date; and
(iii) no Options may be granted to Eligible Persons conducting Investor Relation Activities.

(f) Maximum Number of Optioned Shares. The number of Optioned Shares reserved under the Plan cannot exceed the number of Plan Shares.

As required by the TSXV Policies, amendments to this Plan and any and all other Security Based Compensation of the Company that could result in any of the limits set forth in this subsection 3.7 being exceeded will require Disinterested Shareholder Approval. In addition, Disinterested Shareholder Approval is required for any reduction in the Exercise Price of an Option or extension of the term on an Option if the Optionee is an Insider at the time of the proposed amendment.

3.8 Options Not Exercised. In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be available again for the grant of Options under this Plan.
3.9 Effective Date of Plan. This Plan is effective as of January 13, 2023, subject to applicable Regulatory Approval and approval of the shareholders of the Company if required by the TSXV Policies. According to TSXV Policies, initial shareholder approval of this Plan is not required if the Company is conducting an initial public offering and has disclosed the details of the Plan in its prospectus.

4. TERMS AND CONDITIONS OF OPTIONS

4.1 Exercise Price. The Board shall establish the Exercise Price at the time each Option is granted, subject to the following conditions:

(a) if the Common Shares are listed, posted and trading on the TSXV, then the Exercise Price for the Options granted under the Plan will not be less than Discounted Market Price or such other price permitted by the TSXV Policies;
(b) if the Common Shares are not listed, posted and trading on the TSXV or any other Exchange, then the Exercise Price for the Options granted will be determined by the Board at the time of granting;
(c) the Exercise Price under any Option granted prior to the closing of the CPC IPO cannot be less than the lowest price at which Seed Shares (as defined in the CPC Policy) were issued by the Company;
(d) for as long as the Company remains a CPC, the Exercise Price for Options granted under the Plan will not be less than the greater of the price of the Common Shares issued in the CPC IPO and the Discounted Market Price;
(e) the Exercise Price of any Options granted in connection with a Qualifying Transaction must be the greater of the price per Common Share issued on the Qualifying Transaction, the price of any Concurrent Financing (within the meaning of the CPC Policy) and the Discounted Market Price at the time of announcement of the grant of Options; and
(f) in all other cases, the Exercise Price shall be determined in accordance with the TSXV Policies and the rules and regulations of the applicable regulatory authorities.

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The Exercise Price shall be subject to adjustment in accordance with the provisions of subsection 4.10.

4.2 Term of Option. The Board shall establish the Expiry Date at the time each Option is granted, subject to the following conditions:

(a) the Option will expire upon the occurrence of any event set out in subsection 4.9 and at the time period set out therein; and

(b) an Option can be exercisable for a maximum of 10 years from the Grant Date (subject to extension where the Expiry Date falls within a blackout period, as provided for in subsection 4.3), unless prohibited by the TSXV Policies or rules and regulations of the applicable regulatory authorities.

4.3 Extension of Expiry Date During Blackout Period. The Expiry Date will be automatically extended if the Expiry Date falls:

(a) within a blackout period during which the Company prohibits Optionees from exercising their Options, provided that:

(i) the blackout period has been formally imposed by the Company under its internal trading policies as a result of the bona fide existence of undisclosed Material Information (as defined in the TSXV Policies). For greater certainty, in the absence of the Company formally imposing a blackout period, the Expiry Date of any Options will not be automatically extended in any circumstances;

(ii) the blackout period expires upon the general disclosure of the undisclosed Material Information and the Expiry Date of the affected Options is extended to no later than business days after the expiry of the blackout period;

(iii) the automatic extension will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company's securities; and

(iv) the automatic extension is available to all Optionees under the same terms and conditions; or

(b) on a date which is not a business day, provided that:

(i) the Expiry Date is extended to no later than the end of the next business day; and

(ii) the automatic extension will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company's securities.

4.4 Hold Period. All Options, including Optioned Shares, are subject to the hold period and legend requirements of the TSXV Policies and the rules and regulations of the applicable regulatory authorities and securities laws. In particular, Options issued to directors, officers, promoters or insiders of the Company or issued with an Exercise Price that is less than the Market Price of the Common Shares at the time the Options are granted must be legended with the Exchange Hold Period.

4.5 Vesting of Options. The Board may establish a vesting period or periods at the time each Option is granted.

4.6 Vesting of Options for Investor Relations Service Providers. The Board shall establish a vesting period at the time Options are granted to Investor Relations Service Providers that require the Option to vest in stages over not less than 12 months such that:

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(a) no more than one-quarter of the Options vest no sooner than three months after the Grant Date;
(b) no more than one-quarter of the Options vest no sooner than six months after the Grant Date;
(c) no more than one-quarter of the Options vest no sooner than nine months after the Grant Date; and
(d) the remainder of the Options vest no sooner than 12 months after the Grant Date.

4.7 Escrow Options while a CPC. All Options granted by the Company while it is a CPC will be subject to the CPC Policy and the Form 2F CPC Escrow Agreement and no Option may be granted by the Company unless the Optionee first enters into a CPC Escrow Agreement agreeing to deposit the Options, and the Optioned Shares acquired pursuant to the exercise of such Options, into escrow in accordance with the CPC Policy and the CPC Escrow Agreement to be released from escrow in accordance with the release schedule under the CPC Escrow Agreement.

4.8 Non Assignable. Subject to paragraph 4.9(c), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

4.9 Optionee Ceasing to be Eligible Person. No Option may be exercisable if the Optionee ceases to be an Eligible Person, except as follows:

(a) Termination Without Cause. If an Optionee ceases to be an Eligible Person for any reason other than termination for cause, Disability or death, such Optionee's outstanding Option will terminate on the earlier of: (i) 180 days thereafter; or (ii) the Expiry Date; or (iii) within a reasonable period as determined by the Board (the "Exercise Period") commencing on the effective date the Optionee ceases to be an Eligible Person (but only to the extent that such Option has vested on or before the date the Optionee ceased to be an Eligible Person), and all rights to purchase Optioned Shares under such Option will expire as of the last day of such Exercise Period, unless the Optionee has entered into a valid employment or consulting agreement that provides for a longer Exercise Period, but in no case shall the Exercise Period be greater than 12 months unless prior approval of the TSXV has been obtained.

(b) Termination For Cause. If an Optionee that is an Employee, a Management Company Employee or a Consultant ceases to be an Eligible Person as a result of termination for cause (as determined by common law), any outstanding Option held by such Optionee on the date of termination will terminate and cease to be exercisable immediately.

(c) Death. If the Optionee ceases to be an Eligible Person due to his or her death or, in the case of an Optionee that is a company, the death of the person who provides management or consulting services to the Company or to any of its subsidiaries, the Optionee's lawful personal representatives, heirs or executors may exercise any Option granted to the Optionee to the extent such Option was exercisable and had vested on the date of death until the earlier of (i) the Expiry Date, and (ii) one year after the date of death of such Optionee.

(d) Disability. If the Optionee ceases to be an Eligible Person, due to his Disability, or, in the case of an Optionee that is a company, the Disability of the person who provides management or consulting services to the Company or to any of its subsidiaries, the Optionee may exercise any Option granted under this Plan to the extent that such Option was exercisable and had vested on the Date of Disability until the earlier of: (i) the date that is 180 days after the Date of Disability; or (ii) the Expiry Date; or (iii) within a reasonable period as determined by the Board.

(e) Changes in Status of Eligible Person. If the Optionee ceases to be one type of Eligible Person but concurrently is or becomes one or more other type of Eligible Person, the Option will not terminate but will continue in full force and effect and the Optionee may exercise the Option until

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the Expiry Date. Where the Optionee ceases to be any type of Eligible Person, the Option will terminate on the applicable date set forth in paragraphs 4.9(a) to 4.10(d) above. If the Optionee is an Employee, the Option will not be affected by any change of the Optionee's employment where the Optionee continues to be employed by the Company or any of its subsidiaries.

(f) Termination of Options of CPC or Resulting Issuer. Notwithstanding any other provisions of this Plan, if an Optionee does not continue as an Eligible Person of the Resulting Issuer following the Completion of the Qualifying Transaction (as defined in the CPC Policy), then each Option held by such Optionee will terminate and therefore cease to be exercisable on the later of:

(i) 12 months after the Completion of the Qualifying Transaction; and
(ii) 90 days after the Optionee ceases to be an Eligible Person of the Resulting Issuer.

4.10 Adjustment of the Number of Optioned Shares. The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following, provided that the Company has obtained prior acceptance of the adjustment from the TSXV, as may be required pursuant to TSXV Policy 4.4:

(a) Following the date an Option is granted, the Exercise Price for and the number of Optioned Shares which are subject to an Option will be adjusted, with respect to the then unexercised portion thereof, in the events and in accordance with the provisions and rules set out in this subsection 4.10, with the intent that the rights of Optionees under their Options are, to the extent possible, preserved and maintained notwithstanding the occurrence of such events. Any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules will be conclusively determined by the Board, and any such determination will be binding on the Company, the Optionee and all other affected parties.

(b) If there is a change in the outstanding Common Shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the Common Shares, the Board shall make, as it shall deem advisable and subject to the Regulatory Approval, if required, appropriate substitution and/or adjustment in:

(i) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this Plan;
(ii) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and
(iii) the vesting of any Options, including the accelerated vesting thereof on conditions the Board deems advisable, and if the Company undertakes an arrangement or is amalgamated, merged or combined with another corporation, the Board shall make such provision for the protection of the rights of Optionees as it shall deem advisable.

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(c) If the outstanding Common Shares are changed into or exchanged for a different number of shares or into or for other securities of the Company or securities of another corporation or entity, in a manner other than as specified in paragraph 4.10(b), then the Board, in its sole discretion, may make such adjustment to the securities to be issued pursuant to any exercise of the Option and the exercise price to be paid for each such security following such event as the Board in its sole and absolute discretion determines to be equitable to give effect to the principle described in paragraph 4.10(a), and such adjustments shall be effective and binding upon the Company and the Optionee for all purposes; provided that such adjustments would not result in the Company breaching a limit on grants or issuances contained in this Plan.

(d) No adjustment provided in this subsection 4.10 shall require the Company to issue a fractional share and the total adjustment with respect to each Option shall be limited accordingly.

(e) The grant or existence of an Option shall not in any way limit or restrict the right or power of the Company to effect adjustments, reclassifications, reorganizations, arrangements or changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

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

4.12 Effect of a Take-over Bid. If a bona fide offer (an "Offer") for Common Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon (subject to the approval of the Exchange) all Optioned Shares subject to such Option will become vested (and for greater certainty, Options held by Investor Relations Service Providers will continue to vest as contemplated under subsection 4.6 unless otherwise approved by the Exchange), and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:

(a) the Offer is not completed within the time specified therein; or

(b) all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Optioned Shares received upon such exercise, or in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Common Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Optioned Shares were to become vested shall be reinstated. If any Optioned Shares are returned to the Company under this subsection 4.12, the Company shall immediately refund the Exercise Price to the Optionee for such Optioned Shares.

4.13 Acceleration of Expiry Date. If at any time when an Option granted under this Plan remains unexercised with respect to any Optioned Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer, declare all Optioned Shares issuable upon the exercise of Options granted under this Plan, vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under this Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Common Shares must be tendered pursuant to the Offer (subject to the approval of the TSXV). The Board will give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days' notice is required and more than 30 days' notice is not required.

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5. COMMITMENT AND EXERCISE PROCEDURES

5.1 Option Agreement

Upon grant of an Option hereunder, an authorized director or officer of the Company will deliver to the Optionee an Option Agreement detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions thereof.

5.2 Manner of Exercise

An Optionee who wishes to exercise his Option, in its entirety or any portion thereof, may do so by delivering

(a) a written notice, in the form attached hereto as Schedule "B", to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and
(b) cash, a certified cheque or a bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired.

5.3 Minimum Optioned Shares

No less than 100 Optioned Shares may be purchased at any one time pursuant to the exercise of an Option, except where a smaller number of Optioned Shares is or remains exercisable pursuant to an Option, in which case, such smaller number of Optioned Shares must be exercised at one time.

5.4 Subsequent Exercises

If an Optionee exercises only a portion of the total number of his Options, then the Optionee may, from time to time, subsequently exercise all or part of the remaining Options until the Expiry Date.

5.5 Delivery of Certificate and Hold Periods

As soon as practicable after receipt of the notice of exercise described in subsection 5.2 and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue a certificate to the Optionee for the appropriate number of Optioned Shares. Such certificate issued will bear a legend stipulating any resale restrictions required under applicable securities laws or where a Exchange Hold Period is applicable. For the avoidance of doubt the Exchange Hold Period will apply when Options are granted to any directors, officers, promoters or insiders of an issuer, and when Options are granted to any person with an Exercise Price that is less than the Market Price of the Common Shares at the time the Options are granted.

5.6 Withholding

The Company may withhold from any amount payable to an Optionee, either under this Plan or otherwise, such amount as it reasonably believes is necessary to enable the Company to comply with the applicable requirements of any federal, provincial, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to Options ("Withholding Obligations"). The Company may also satisfy any liability for any such Withholding Obligations, on such terms and conditions as the Company may determine in its discretion, by:

(a) requiring an Optionee, as a condition to the exercise of any Options, to make such arrangements as the Company may require so that the Company can satisfy such Withholding Obligations including, without limitation, requiring the Optionee to remit to the Company in advance, or reimburse the Company for, any such Withholding Obligations; or
(b) selling on the Optionee's behalf, or requiring the Optionee to sell, any Optioned Shares acquired by the Optionee under this Plan, or retaining any amount which would otherwise be payable to the Optionee in connection with any such sale.

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6. SPECIAL PROVISIONS FOR US OPTIONNES

6.1 Options may be ISO's. Options may be granted so that they qualify as ISOs under section 422(d) of the IRS Code in accordance with the requirements and limitations below.

6.2 US Optionee ceasing to be Eligible Person. Notwithstanding anything in this Plan, except in the case of a U.S. Optionee's death or disability (as defined in section 22(e)(3) of the IRS Code), an ISO that is exercised after the date that is three months following the U.S. Optionee ceasing to be an Eligible Person under this Plan will be treated as an NQSO to the extent required under sections 422 and 424 of the IRS Code. In the case of an Optionee ceasing to be an Eligible Person due to a U.S. Optionee's disability (as defined in section 22(e)(3) of the IRS Code), an ISO that is exercised after the date that is 12 months following that date shall be treated as an NQSO to the extent required under sections 422 and 424 of the IRS Code.

6.3 Transfer of Options. Notwithstanding anything in this Plan, an ISO may not be transferred or assigned in any manner other than (i) by will or the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order (as described in the IRS Code). Any improper transfer of any Options will not create any rights in the purported transferee and will cause the immediate termination of the Options, and the Company will not issue any Shares upon the attempted exercise of improperly transferred Options.

6.4 Number of ISO's available. Notwithstanding any other provision of the Plan to the contrary, the aggregate number of Plan Shares available for ISOs is equal to the number of Plan Shares available pursuant to subsection 3.3 hereof and subject to the provisions of sections 422 and 424 of the IRS Code.

6.5 Option Agreement Must Specify. Each Option Agreement shall specify whether the related Option is an ISO or a NQSO. If no such specification is made, the related Option will be a NQSO.

6.6 Limitation on ISO. An ISO shall be treated as a NQSO to the extent that the aggregate market price (determined as of the applicable grant date) with respect to which ISOs are exercisable by any U.S. Optionee for the first time during any calendar year (pursuant to the Plan and all other plans of the Company and of any of its subsidiaries for purposes of section 422 of the IRS Code) will exceed U.S.$100,000 or any other limitation subsequently set forth in section 422(d) of the IRS Code.

6.7 10% Shareholders. The Exercise Price per Common Share of an ISO granted to a 10% Shareholder will be not less than 110% of the Market Price on the applicable Grant Date and must have a maximum term of five (5) years.

6.8 Restriction on Date of Grant. An ISO may only be granted within the 10-year period beginning from the earlier of the date the Plan is adopted by the Board or the date the Plan is approved by shareholders of the Company.

6.9 Amendment. If the Board determines to extend the exercise period of an ISO pursuant to its authority under subsection 7.4 below or to make any other revision to the terms of an ISO, such Option shall thereafter be treated as a NQSO to the extent required under sections 422 and 424 of the IRS Code. Notwithstanding any provision in the Plan to the contrary, any revision to the terms of an Option (whether an ISO or NQSO) granted to a U.S. Optionee shall be made only if it does not create adverse tax consequences under section 409A of the IRS Code.

7. AMENDMENTS OF PLAN AND OPTIONS

7.1 Amendment of the Plan. The Board may from time to time, subject to applicable laws and to the prior approval, if required, of the Company's shareholders, the TSXV or any other Exchange or regulatory body having authority over the Company or this Plan, amend, suspend, modify or terminate this Plan, or revoke or alter any action taken in connection with this Plan. If this Plan is suspended or terminated, the

provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.

7.2 Amendment of Outstanding Options. The Board may amend any Option with the consent of the affected Optionee and the approval of the TSXV, if required, including any shareholder approval required by the TSXV.

7.3 Exercise Price. Subject to paragraph 4.8(c), the Exercise Price of an Option may be amended only if at least six months have elapsed since the later of:

(a) the Grant Date;
(b) the date the Company's shares commenced trading on the TSXV; or
(c) the date of the last amendment of the Exercise Price.

7.4 Extension of Term. An Option must be outstanding for at least one year from the Grant Date before the Company may extend its term. The term of an Option cannot be extended so that the effective term of the Option exceeds 10 years in total (subject to extension where the Expiry Date falls within a blackout period, as provided for in subsection 4.3). TSXV treats any extension of the length of the term of an Option as a grant of a new Option, which must comply with pricing and other requirements of TSXV Policy 4.4 and this Plan.

7.5 Amendments to Insider Options. In accordance with TSXV Policy 4.4, Disinterested Shareholder Approval will be required for any proposed amendment in respect of Options or other Security Based Compensation held by an Insider of the Company. In particular, Disinterested Shareholder Approval is required for any reduction in the Exercise Price of an Option or extension of the term on an Option if the Optionee is an Insider at the time of the proposed amendment.

7.6 Amendment Subject to Approval. If the amendment of an Option requires the approval of the Company's shareholders or other Regulatory Approval, as applicable, subject to the TSXV Policy 4.4, such amendment may be made prior to such approvals being obtained, but no such Options as amended may be exercised unless and until all applicable approvals are obtained.

8. GENERAL

8.1 Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement. If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Optioned Shares, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

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

8.3 No Rights as Shareholder. Nothing contained in this Plan nor in any Option granted thereunder shall be deemed to give any Optionee any interest or title in or to any Common Shares or any rights as a

PAGE 14 OF 19

shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Plan and pursuant to the exercise of any Option.

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

8.5 Other Arrangements. Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.

8.6 No Fettering of Discretion. The awarding of Options under this Plan is a matter to be determined solely in the discretion of the Board. This Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Company or any of its subsidiaries other than as specifically provided for in this Plan.

Dated at Vancouver, British Columbia, this 13th day of January, 2023.

KALMA CAPITAL CORP.

Per: /s/ "Luc Pelchat"
Luc Pelchat, CEO and President

PAGE 15 OF 19

Agmt. No.

Stock Option Plan of KALMA CAPITAL CORP.

OPTION AGREEMENT

This Option Agreement is entered into between KALMA CAPITAL CORP. (the "Company") and the Optionee named below pursuant to the Company's Stock Option Plan (the "Plan") a copy of which is attached hereto, and confirms the following:

Grant Date:
Optionee:
Optionee's Position with the Company:
Number of Optioned Shares:
Option Price (\$ per Share):
Expiry Date of Option:
Hold Period
The Option vests as follows:
The Option may be exercised in whole or in part, from time to time, by delivering to the Company a notice on the form attached as Schedule "A" to this Agreement. Such notice must be accompanied by a certified cheque or bank draft payable to the Company for the full amount of the exercise price of the extent of the Option then being exercised. Upon payment, the Company shall issue and deliver or cause to be issued and delivered to you share certificates registered in your name for the number of Common Shares so purchased
The Option is non-assignable and non-transferable otherwise than, by will or by the law governing the devolution of property, to the Optionee's executor, administrator or other personal representative in the event of death of the Optionee.
In addition, any shares issued to you as a result of the exercise of the Option will be subject to a four-month hold period from the Date of Grant as required by the TSX Venture Exchange. In that connection, share certificates representing any shares issued prior to the expiry of four months from the Date of Grant will contain a legend in substantially the following form:

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE (THE "EXCHANGE") AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [4 MONTHS AND A DAY FROM THE DATE OF GRANT]".

This Option Agreement is subject to the terms and conditions set out in the Plan, as amended or replaced from time to time. In the case of any inconsistency between this Option Agreement and the Plan, the Plan shall govern.
Unless otherwise indicated, all defined terms shall have the respective meanings attributed thereto in the Plan.
This Option Agreement may be executed by the parties hereto in as many counterparts as may be necessary, and each such agreement so executed shall be deemed to be an original and, provided

PAGE 16 OF 19

that all of the parties have executed a counterpart, such counterparts together shall constitute a valid and binding agreement, and notwithstanding the date of execution shall be deemed to bear the date as set forth above. Such executed copy may be transmitted by telecopied facsimile or other electronic method of transmission, and the reproduction of signatures by facsimile or other electronic method of transmission will be treated as binding as if originals.

By signing this agreement, the Optionee:

(a) acknowledges that he, she, or its authorized representative has read and understands the Plan and agrees that the Options are granted under and governed by the terms and conditions of the Plan, as may be amended or replaced from time to time; and

(b) expressly consents to:

(i) the disclosure of "Personal Information" about the Optionee by the Company and its representatives to the TSX Venture Exchange, and

(ii) the collection, use and disclosure of Personal Information by the TSX Venture Exchange for the purposes described in Appendix 6A, a copy of which is attached hereto, or as otherwise identified by the TSX Venture Exchange, from time to time.

"Personal Information" means any information about the Optionee, including information contained in this Option Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the ___ day of __, 20_.

OPTIONEE:

KALMA CAPITAL CORP.

Signature of Optionee

per: Authorized Signatory

Print Name

MUST BE AMENDED FOR US OPTIONEES

PAGE 17 OF 19

PAGE 18 OF 19

Appendix "A"

NOTICE TO EXERCISE STOCK OPTIONS

TO: KALMA CAPITAL CORP. (the "Company")

Attention: ___, President

The undersigned hereby gives notice under the Agreement of exercise of the Option (as defined in the Agreement) with respect to the Number of Options (as defined in the Agreement) designated below and encloses a certified cheque or bank draft in the designated amount representing payment in full for those shares.

Number of Options exercised: ____ Common Shares

Expiry Date ____

Exercise Price: $ ____ per share

Total Amount $ ____

Registration Instructions

Please register the shares as follows:

Delivery Instructions

☐ Please mail a copy of the share certificates representing the Exercised Shares to the following address:

Dated this _ day of __, 20__.

WITNESS:

Signature

Print Name

Signature of Optionee

Print name

Print name of Optionee

TSX Venture EXCHANGE

TSX

APPENDIX 6A

ACKNOWLEDGEMENT – PERSONAL INFORMATION

TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as "the Exchange") collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:

to conduct background checks,
to verify the Personal Information that has been provided about each individual,
to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant,
to consider the eligibility of the Issuer or Applicant to list on the Exchange,
to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates,
to conduct enforcement proceedings, and
to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

(a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and
(b) on the Exchange's website or through printed materials published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

APPENDIX 6A

ACKNOWLEDGEMENT – PERSONAL INFORMATION

(AS AT MARCH 11, 2004)

PAGE 19 OF 19

SCHEDULE "B"

Kalma Capital Corp.

AUDIT COMMITTEE CHARTER

The Board of Directors (the "Board") of Kalma Capital Corp. (the "Company"), a British Columbia company, approves and adopts the following Audit Committee Charter to specify the composition, roles and responsibilities of the Audit Committee (the "Committee").

This Charter was adopted and approved by the Board of Directors of the Company on the 15th day of September, 2021.

A. PURPOSE

The overall purpose of the Audit Committee (the "Committee") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

B. COMPOSITION, PROCEDURES AND ORGANIZATION

Only whilst the Company is not a venture issuer (as defined in National Instrument 52-110), the Committee shall consist of at least three members of the board of directors (the "Board").
The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and

The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may directly contact any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

C. ROLES AND RESPONSIBILITIES

The overall duties and responsibilities of the Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements and related financial disclosure;

(b) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;

(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(d) to review with the external auditors, upon completion of their audit:

(i) contents of their report;

(ii) scope and quality of the audit work performed;

(iii) adequacy of the Company's financial and auditing personnel;

(iv) co-operation received from the Company's personnel during the audit;

(v) internal resources used;

(vi) significant transactions outside of the normal business of the Company;

(vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management

systems; and

(viii) the non-audit services provided by the external auditors;

(e) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles; and

(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

The duties and responsibilities of the Committee as they relate to the Company's internal auditors are to:

(a) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;

(b) review and approve the internal audit plan; and

The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

(a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(d) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

The Committee is also charged with the responsibility to:

(a) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

(b) review and approve the financial sections of:

(i) the annual report to shareholders;

(ii) the annual information form;

(iii) annual and interim MD&A

(iv) prospectuses;
(v) news releases discussing financial results of the Company; and
(vi) other public reports of a financial nature requiring approval by the Board,
and report to the Board with respect thereto;

(c) review regulatory filings and decisions as they relate to the Company's consolidated financial statements;
(d) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Company's consolidated financial statements;
(f) review the minutes of any audit committee meeting of subsidiary companies;
(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;
(h) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and
(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.

AI assistant

Kalma Capital Corp. — Proxy Solicitation & Information Statement 2025

48295_rns_2025-11-05_f7eea8a2-c913-40ea-b2b0-cf12516cb6c6.pdf

KALMA CAPITAL CORP.

NOTICE OF ANNUAL AND GENERAL MEETING

INVITATION TO SHAREHOLDERS

Revocation of Proxy

Voting Thresholds Required for Approval

Advice to Registered Shareholders

Advice to Non-Registered Shareholders

Notice to Shareholders in the United States

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

RECORD DATE, VOTING OF SHARES AND PRINCIPAL SHAREHOLDERS

STATEMENT OF EXECUTIVE COMPENSATION

NEO and Director Compensation, Excluding Compensation Securities

Exercise of Compensation Securities by NEOs and Directors

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Exemption

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships in Other Reporting Issuers

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Financial Statements

2. Appointment and Remuneration of Auditor

3. Setting the Number of Directors

4. Election of Directors

IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PROXYHOLDERS INTEND TO VOTE THE COMMON SHARES REPRESENTED BY EACH PROXY, PROPERLY SIGNED, FOR ELECTING EACH OF THE THREE DIRECTOR NOMINEES LISTED IN THIS CIRCULAR.

Information Concerning Nominees Submitted By Management

Notes:

Luc Pelchat

SCHEDULE "A"

2023 STOCK OPTION PLAN

3. STOCK OPTION PLAN

4. TERMS AND CONDITIONS OF OPTIONS

5. COMMITMENT AND EXERCISE PROCEDURES

5.1 Option Agreement

5.2 Manner of Exercise

5.3 Minimum Optioned Shares

5.4 Subsequent Exercises

5.5 Delivery of Certificate and Hold Periods

5.6 Withholding

6. SPECIAL PROVISIONS FOR US OPTIONNES

7. AMENDMENTS OF PLAN AND OPTIONS

8. GENERAL

Stock Option Plan of KALMA CAPITAL CORP.

OPTION AGREEMENT

APPENDIX 6A

ACKNOWLEDGEMENT – PERSONAL INFORMATION

C. ROLES AND RESPONSIBILITIES

More from Kalma Capital Corp.

Kalma Capital Corp. Proxy Solicitation & Information Statement 2025