Kalma Capital Corp. — Proxy Solicitation & Information Statement 2025

Nov 6, 2025

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:

1. 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;
2. to set the number of directors of the Company for the ensuing year at three (3);
3. to elect the following persons as directors of the Company for the ensuing year:

Luc Pelchat
Jake H. Kalpakian
Peter J. Hawley

1. 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;
2. 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
3. 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.

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

BY ORDER OF THE BOARD

(Signed) "Luc Pelchat"

Luc Pelchat, Chief Executive Officer

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