Matador Technologies - Proxy Solicitation & Information Statement 2024

SCALING CAPITAL 1 CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

THE SPECIAL MEETING OF SHAREHOLDERS OF SCALING CAPITAL 1 CORP.

TO BE HELD ON NOVEMBER 15, 2024

DATED OCTOBER 16, 2024

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

SCALING CAPITAL 1 CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 15, 2024

NOTICE IS HEREBY GIVEN that the special meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (" Common Shares ") of Scaling Capital 1 Corp. (" Scaling " or the " Corporation ") will be held at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2700, Toronto, ON, M5J 2J1, Canada, at 11:00 a.m. (Toronto time) on November 15, 2024, for the following purposes:

to fix the number of directors to be elected at the Meeting, conditional on the completion of the proposed qualifying transaction of the Corporation with Matador Gold Technologies Inc. (the " Qualifying Transaction "), at four (4);
to elect the directors of the Corporation, conditional on the completion of the Qualifying Transaction, that will hold office from the completion of the Qualifying Transaction until the next annual meeting of Shareholders or until their successors are elected or appointed in accordance with applicable laws and the constating documents of the Corporation, unless their office is vacated earlier, as more particularly set forth in the accompanying management information circular of the Corporation dated October 16, 2024 (the " Information Circular ");
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the Information Circular, appointing Kingston Ross Pasnak LLP as the auditor of the Corporation to serve from the completion of the Qualifying Transaction until the next annual meeting of Shareholders and authorizing the board of directors of the Corporation (the " Board ") to fix their remuneration, conditional on the completion of the Qualifying Transaction;
to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, authorizing the change of name of the Corporation to "Matador Technologies Inc." or such other name as the Board, in their sole discretion and subject to applicable regulatory approval, determines to be appropriate;
to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, approving an amendment to the articles of incorporation of the Corporation to consolidate the issued and outstanding Common Shares on the basis of one (1) postconsolidation Common Share for every 2.2727 pre-consolidation Common Shares;
to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the " Continuance Resolution "), the full text of which is set forth in the Information Circular, approving the continuance of the Corporation (the " Continuance ") from the Business Corporations Act (Alberta) to the Business Corporations Act (Ontario);
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the disinterested shareholders, the full text of which is set forth in the Information Circular, approving the adoption of a new stock option plan for the Corporation, to be effective upon completion of the Qualifying Transaction, as more particularly described in the Information Circular;
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the disinterested shareholders, the full text of which is set forth in the Information Circular, approving the adoption of a performance and restricted share unit plan for the Corporation, to be effective upon completion of the Qualifying Transaction, as more particularly described in the Information Circular; and
to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

This Notice of Special Meeting of Shareholders (this " Notice of Meeting ") is accompanied by the Information Circular and a form of proxy (the " Form of Proxy "). The Information Circular is expressly made part of this Notice of Meeting. The Information Circular should be consulted for further details on matters to be acted upon.

DATED as of the 16[th] day of October, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF SCALING CAPITAL 1 CORP.

Per: (signed) " Alex Tapscott " Alex Tapscott Chief Executive Officer

IMPORTANT

Only holders of Common Shares of record at the close of business on October 4, 2024 (the " Record Date ") are entitled to notice of the Meeting or any adjournment or postponement thereof and only those holders of the Common Shares of record at the close of business on October 4, 2024, or who subsequently become Shareholders and comply with the provisions of the Business Corporations Act (Alberta), are entitled to vote thereat.

If you are a registered Shareholder , please complete and submit the enclosed Form of Proxy or other appropriate form of proxy. Completed forms of proxy must be received by Odyssey Trust Company, by mail at Suite 702 - 67 Yonge St, Toronto, Ontario M5E 1J8, Attn: Proxy Department, in the enclosed self-addressed envelope, or by facsimile at 1-800-517-4553, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. You may also vote by internet voting at https://login.odysseytrust.com/pxlogin not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof.

If you are not a registered Shareholder , please complete the voting instruction form from your intermediary/broker and follow the instructions set out under " Proxy Related Information - Advice to Beneficial Shareholders on Voting Their Common Shares " in the Information Circular.

Dissent Rights

Registered Shareholders have the right to dissent with respect to the Continuance Resolution and, if the Continuance becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of Section 191 of the Business Corporations Act (Alberta) (the " ABCA "). A Shareholder’s right to dissent in respect to the Continuance Resolution is more particularly described in the Information Circular under the heading " Matters to be Considered at the Meeting - The Continuance - Right to Dissent to the Continuance Resolution " and the text of Section 191 of the ABCA is set forth in Schedule "A" of the Information Circular.

Failure to strictly comply with the requirements set forth in Section 191 of the ABCA with respect to the Continuance Resolution may result in the loss of any right to dissent. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered Shareholders are entitled to dissent. Accordingly, a beneficial Shareholder wishing to exercise the right to dissent in respect of the Continuance Resolution must make arrangements for the registered Shareholder to dissent on behalf of the beneficial Shareholder or, alternatively, such beneficial Shareholder may make arrangements

for its Common Shares to be registered in such beneficial Shareholder’s name prior to the time the written objection to the Continuance Resolution is required to be received by the Corporation.

SCALING CAPITAL 1 CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (this " Information Circular ") is furnished to holders (" Shareholders ") of common shares (" Common Shares ") of Scaling Capital 1 Corp. (the " Corporation " or " Scaling ") in connection with the solicitation of proxies by the management of the Corporation for use at the special meeting (the " Meeting ") of Shareholders to be held at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2700, Toronto, ON, M5J 2J1, Canada, at 11:00 a.m. (Toronto time) on November 15, 2024, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of special meeting of Shareholders (the " Notice of Meeting "). Unless otherwise stated, the information contained in this Information Circular is given as at October 16, 2024.

In order to ensure as many Common Shares as possible are represented at the Meeting, Registered Shareholders (as defined below) are strongly encouraged to complete the enclosed form of proxy (the " Form of Proxy ") and return it as soon as possible in the envelope provided for that purpose. Beneficial Shareholders (as defined below) are strongly encouraged to complete the voting instruction form received from their respective intermediary/broker (" Intermediary ") as soon as possible and to follow the instructions set out under " Advice to Beneficial Shareholders on Voting Their Common Shares " in this Information Circular.

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

Unless otherwise stated, all amounts are reported in Canadian dollars.

PROXY RELATED INFORMATION

Solicitation of Proxies

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

Appointment and Revocation of Proxies

The information provided in this section applies to Shareholders who hold Common Shares in their own name and have a share certificate or direct registration system (DRS) statement (a " Registered Shareholder "). As a Registered Shareholder, you are identified on the share register maintained by the Corporation's register and transfer agent, Odyssey Trust Company, as being a Shareholder.

Registered Shareholders may vote in person at the Meeting or they may appoint another person as their proxy to attend and vote in their place. The persons named in the Form of Proxy are directors and/or officers of the Corporation. A Registered Shareholder has the right to appoint a person or company (who need not be a Shareholder) to attend and represent such Registered Shareholder at the Meeting other than the persons designated in the Form of Proxy. To exercise this right, the Registered Shareholder should insert the name of the desired representative in the blank space provided in the Form of Proxy or submit another appropriate form of proxy.

In order to be effective, a proxy must be forwarded so as to reach, or be deposited with, the Corporation's registrar and transfer agent, Odyssey Trust Company, at Suite 702 - 67 Yonge Street, Toronto, Toronto, Ontario M5E 1J8, Attn: Proxy Department, or by fax at 1-800-517-4553, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment or postponement thereof; provided that the Chairperson of the Meeting may, in his or her sole discretion, at the Meeting, elect to waive the requirement that proxies be

deposited prior to the aforementioned time and accept any and all proxies deposited at or before the time of the Meeting or any adjournment or postponement thereof.

A Registered Shareholder may also vote by internet voting at https://login.odysseytrust.com/pxlogin. Votes by internet must be received not later than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Registered Shareholder’s behalf and to convey a Registered Shareholder’s voting instructions.

An instrument of proxy may be revoked at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a Registered Shareholder may revoke a proxy by:

depositing an instrument in writing executed by the Registered Shareholder or by the Registered Shareholder's attorney authorized in writing or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of the corporation:
(a) at the offices of the registrar and transfer agent of the Corporation, Odyssey Trust Company, Stock Exchange Tower, Suite 350, 300 5th Avenue SW, Calgary, Alberta, T2P 3C4, Canada, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting, or an adjournment or postponement of the Meeting, at which the proxy is to be used;
(b) at the registered office of the Corporation, Suite 800, 333 - 7th Avenue SW, Calgary, Alberta, T2P 2Z1, Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement of the Meeting, at which the proxy is to be used; or
(c) with the Chairperson of the Meeting before the Meeting begins or, if the Meeting is adjourned or postponed, before the adjourned or postponed Meeting begins;
completing and signing another proxy form with a later date and delivering it to the registrar and transfer agent of the Corporation not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof; or
personally attending at the Meeting and voting the Common Shares represented by the proxy or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of such corporation attending at the Meeting and voting such Common Shares.

Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective Intermediary to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries.

Voting of Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted and where a choice with respect to any matter to be acted upon has been specified in the Form of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote FOR all the matters set out herein.

The Form of Proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the date of this Information Circular, the Corporation is not aware of any amendments to, or variations of, or other matters that may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the management of the Corporation.

Advice to Beneficial Shareholders on Voting Their Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as " Beneficial Shareholders ") should note that only Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares or their proxyholders are permitted to vote at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those shares will not be registered in the Shareholder's name on the records of the Corporation. Such shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically provides a scannable voting instruction form or applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting instruction forms to Broadridge. Often Beneficial Shareholders are alternatively provided with a toll-free telephone number to vote their shares or a website address where shares can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form or a proxy with a Broadridge sticker on it cannot use that voting instruction form or proxy to vote Common Shares directly at the Meeting. The voting instruction form or proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted at the Meeting. If you have any questions respecting the voting of Common Shares held through an Intermediary, please contact that Intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their Intermediary (or an agent of the Intermediary), a Beneficial Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the proxy form or voting instruction form provided to them and return the same to their Intermediary (or the agent of the Intermediary) in accordance with the instructions provided by such Intermediary (or agent), well in advance of the Meeting. Beneficial Shareholders should follow the instructions on the forms that they receive and contact their Intermediaries promptly if they require assistance.

Beneficial Shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as non-objecting beneficial owners or " NOBOs ". Those Beneficial Shareholders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as objecting beneficial owners or " OBOs ".

Pursuant to National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), the Corporation has distributed copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly to all Beneficial Shareholders. The Corporation will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO’s Intermediary assumes the costs of delivery. The Corporation is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of the proxy related materials in connection with the Meeting.

Exercise of Discretion with Respect to Proxies

The Common Shares represented by the Form of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for, and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any such specifications, such Common Shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

If any amendment or variation to matters identified in the Notice of Meeting is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the enclosed proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Information Circular, the management of the Corporation is not aware of any amendments or variations or other matters to come before the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights and Record Date

The authorized share capital of the Corporation consists of an unlimited number of voting common shares (the " Common Shares ") without nominal or par value and an unlimited number of preferred shares (" Preferred Shares "), issuable in series, without nominal or par value. As at the date of this Information Circular, there are 17,000,000 Common Shares issued and outstanding and no Preferred Shares issued and outstanding.

The holders of Common Shares of record at the close of business on the record date, set by the directors of the Corporation to be October 4, 2024 (the " Record Date "), are entitled to vote such Common Shares at the Meeting on the basis of one (1) vote for each Common Share held, except to the extent that:

such person transfers his, her or its Common Shares after the Record Date; and
the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes his, her or its ownership of the Common Shares,

and makes a demand to the Corporation, not later than ten (10) days before the Meeting, that his, her or its name be included on the Shareholders list for the Meeting.

Principal Holders of Common Shares

To the knowledge of the directors and the executive officers of the Corporation, as at the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation except as follows:

Name Aiden Holdings Ltd.(1) John McMahon John Wilson	Number of Common Shares Owned or Controlled at the date hereof 5,000,000 2,000,000 2,000,000	Percent of Outstanding Common Shares
		29.41% 11.76% 11.76%

Notes:

(1) Aiden Holdings Ltd. is a private company wholly-owned and controlled by James Fox and his spouse. Mr. Fox also holds 212,500 stock options of the Corporation, and if he were to exercise them, he would then own, directly and indirectly, 5,212,500 Common Shares (30.28%).

(2) Mr. Wilson also holds 212,500 stock options of the Corporation, and if he were to exercise them, he would then own, directly, 2,212,500 Common Shares (12.85%).

Quorum

Under the by-laws of the Corporation, a quorum for the transaction of business is present at the Meeting if at least one (1) person is present in person, being a shareholder entitled to vote at the Meeting or a duly appointed proxy or representative for an absent shareholder entitled to vote at the Meeting, and representing in the aggregate not less than 10% of the outstanding Common Shares of the Corporation entitled to vote at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

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

QUALIFYING TRANSACTION

The Corporation has entered into a merger agreement dated October 16, 2024 (as may be amended, restated and/or supplemented from time to time, the " Agreement ") with Matador Gold Technologies Inc. (" Matador "), a private company existing under the laws of the province of Ontario, in respect of a proposed business combination with Matador (the " Transaction "). The Transaction will be completed by way of a plan of arrangement, pursuant to which the Corporation will acquire all of the issued and outstanding common shares of Matador (the " Matador Shares ") in exchange for Common Shares, on the basis of one Matador Share for one post-Consolidation (as defined herein) Common Share, following which Matador will be a wholly owned subsidiary of the Corporation (the " Transaction "). Pursuant to the Transaction, convertible securities of Matador will be exchanged for equivalent securities of the Corporation. The Agreement is available under the Corporation's profile on SEDAR+ at www.sedarplus.com.

If completed, the Transaction is intended to constitute the "Qualifying Transaction" of the Corporation under Policy 2.4 – Capital Pool Companies (the " CPC Policy ") of the TSX Venture Exchange (the " TSXV "). All references herein to the " Resulting Issuer " refer to the Corporation after the completion of the Transaction.

Shareholders are not required to approve the Transaction. However, the Transaction is very important to the Corporation, and the matters to be considered at the Meeting are necessary in order to prepare the Corporation to complete the Transaction. The Board Increase, the Auditor Appointment, the Director Appointments, the Name Change, the Continuance, the Consolidation, the adoption of the Stock Option Plan and the adoption of the RSU/PSU Plan (all as defined below) are all contemplated in the Agreement and are conditions to the completion of the Transaction. The Corporation may not be able to complete the Transaction unless Shareholders approve the Meeting matters.

If the Transaction does not proceed, then the Corporation will not implement the Board Increase, the Auditor Appointment, the Director Appointments, the Name Change, the Continuance, the Consolidation, the adoption of the Stock Option Plan or the adoption of the RSU/PSU Plan notwithstanding the approval of such matters at the Meeting.

Full details regarding Matador and the Transaction will be disclosed by the Corporation in a filing statement (the " Filing Statement ") to be prepared and filed under the CPC Policy. The Filing Statement will be posted under the Corporation's profile on SEDAR+ at www.sedarplus.com prior to the completion of the Transaction. The posting of the Filing Statement may not occur until on or about the date of the Meeting or thereafter. Shareholders are urged to review the press release to be issued by the Corporation in respect of the entering into of the Agreement, and the Filing Statement, if, as, and when, filed on SEDAR+ as it will contain important disclosure regarding the Resulting Issuer and the Transaction. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the board of directors of the Corporation (the " Board of Directors " or the " Board "), the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting. These matters are described in more detail under the headings below.

1. Fixing the Number of Directors

The Board presently consists of three (3) directors, all of whom were elected at the annual general and special meeting of Shareholders of the Corporation held on June 20, 2024. In connection with the Transaction, at the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve an ordinary resolution fixing the number of directors to be elected at the Meeting, conditionally on the completion of the Transaction, at four (4) (the " Board Increase "). Each director conditionally elected at the Meeting will hold office from the completion of the Transaction until the next annual meeting of the Shareholders or until his or her successor is elected or appointed in accordance with applicable laws and the constating documents of the Corporation, unless his or her office is vacated earlier.

As the Board Increase and the Director Appointments are conditional on the completion of the Transaction, if the Transaction does not successfully close, the current directors of the Corporation shall remain as the directors of the Corporation. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

Unless otherwise directed, it is the intention of the persons designated in the accompanying Form of Proxy to vote IN FAVOUR of the ordinary resolution fixing the number of directors to be elected at the Meeting, conditional on completion of the Transaction, at four (4). In order to be effective, the ordinary resolution must be approved by the affirmative vote of not less than a majority of the votes cast by Shareholders who are present in person or by proxy at the Meeting.

2. Election of Directors

In connection with the Transaction, the Shareholders will be asked to elect the directors of the Corporation, conditionally on the completion of the Transaction, to hold office from the completion of the Transaction until the next annual meeting of the Shareholders or until their successors are elected or appointed in accordance with applicable laws and the constating documents of the Corporation, unless their office is vacated earlier (the " Director Appointments "). The following table sets forth the name and place of residence of each of the persons proposed to be nominated for election as a director (conditionally on the completion of the Transaction), all positions and offices in the Corporation presently held by such nominee, the period during which the nominee has served as a director, the nominee's principal occupation at the present and during the preceding five years, and the number and percentage of Common Shares of the Corporation that the nominee has advised are beneficially owned, or controlled or directed, directly or indirectly, by the nominee.

	Current Position		Common Shares
	with the		Beneficially
	Corporation and		Owned, or
Name and Province	Date First		Controlled or
or State and Country	Appointed to the		Directed, Directly
of Residence	Board	Principal Occupation for Past Five Years	or Indirectly(1)
Deven Soni	N/A	Director, Chief Executive Officer and Chairman of	Nil
Las Vegas, Nevada,		Matador (2021 – Present); Director of Kingmakers Inc.,
United States		a holding company, (2018 – 2020); Chief Operating
		Officer at tokens.com, a blockchain company, (2021 –
		Present); Executive Chairman at Snowball Industries
		Inc., a HVAC and plumbing company (2020 – Present).
Donato Sferra	N/A	Managing Partner and Co-Founder of Hillcrest Merchant	Nil
Toronto, Ontario,		Partners, a merchant bank (2017 – Present).
Canada

	Current Position		Common Shares
	with the		Beneficially
	Corporation and		Owned, or
Name and Province	Date First		Controlled or
or State and Country	Appointed to the		Directed, Directly
of Residence	Board	Principal Occupation for Past Five Years	or Indirectly(1)
Richard Murphy	N/A	Chief Executive Officer of Evolution Nickel Corp., a	Nil
Sudbury, Ontario,		mineral exploration company (2024 – Present). Chief
Canada		Executive Officer of Manitou Gold Inc., a mineral
		exploration company (2009 – 2023).
Tyler Evans	N/A	Co-founder of BTC Inc., a bitcoin and blockchain	Nil
Nashville, Tennessee,		company, (2014 – Present) and Managing Partner of
United States		UTXO Management, LLC, a digital asset fund (2019 –
		Present).

Note:

(1) Information concerning Common Shares beneficially owned, or controlled or directed, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective nominees .

Unless otherwise directed, it is the intention of the persons named in the accompanying Form of Proxy to vote proxies IN FAVOUR of the election, conditionally on the completion of the Transaction, of the persons named in the above table to the Board of Directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Form of Proxy will be voted for another nominee in their discretion unless the Shareholder has specified in their form of proxy that their Common Shares are to be withheld from voting in the election of directors. Each director conditionally elected at the Meeting will hold office from the completion of the Transaction until the next annual meeting of the Shareholders or until his or her successor is elected or appointed in accordance with applicable laws and the constating documents of the Corporation, unless his or her office is vacated earlier. If the Transaction does not successfully close, the current directors of the Corporation shall remain as the directors of the Corporation.

Biographical Information

Deven Soni

Mr. Soni, age 44, is an experienced operations executive and investor. He spent several years as a technology-focused investor at Goldman Sachs and Highland Capital Partners. Mr. Soni has extensive experience in the technology sector and co-founded Wired Investors, a tech-focused buyout firm, and was the founding Chief Operating Officer of Tokens.com, a publicly traded blockchain company.

Donato Sferra

Mr. Sferra, age 48, serves as co-founder of Hillcrest Merchant Partners, and has significant experience in M&A, hostile defense and fairness opinions. He has an extensive background in the financial services industry spanning approximately 20 years, including five years at Dundee Capital Markets, first as Director of Institutional Sales, then as Co-Head of Investment Banking. Mr. Sferra was an advisor in the merger of the four public companies in what was the restart of Osisko Mining. An early mover into the Cannabis industry, Mr. Sferra took Bedrocan Canada Inc. public (the second LP to go public in Canada) and advised on the first two major transactions in the Cannabis space, most recently advising Canopy Growth Corp. on its $430,000,000 acquisition of Mettrum Ltd. and prior to that, advising Bedrocan Canada Inc. in connection with its sale to Tweed Inc. resulting in the creation of Canopy Growth Corporation and "the house of brands" strategy. Richard Murphy

Mr. Murphy, age 51, currently serves as President and CEO of Evolution Nickel Corp., a private mineral exploration company. He was formerly President, CEO and Director of Manitou Gold Inc., a TSXV-listed gold explorer. Mr. Murphy has over 25 years of experience as a Senior Geologist, President and CEO of a number of TSX and TSXV listed companies. He has successfully completed multiple IPOs, financings, acquisitions and divestitures with these companies.

Tyler Evans

Mr. Evans has been building in the Bitcoin ecosystem since 2014 as the Co-founder BTC Inc., the largest Bitcoin media group that publishes Bitcoin Magazine and hosts the Bitcoin Conference series in Hong Kong, Nashville, Amsterdam and Abu Dhabi. Mr. Evans is also the Co-founder and Managing Partner of UTXO Management, LLC, an alternative asset manager focused on high-conviction public and private market investments in the Bitcoin ecosystem. Mr. Evans also serves as a Board Member at Metaplanet Inc., a publicly listed Japanese company with a strategic focus on Bitcoin as a balance sheet asset. His leadership continues to drive innovation and capital within the Bitcoin space.

Directorships

Certain of the director nominees are currently directors and/or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

	Name of Reporting	Name of Exchange or
Name	Issuer	Trading Market	Position
Tyler Evans	Metaplanet Inc.	TYO(1)	Director

Note: (1) "TYO" references the Tokyo Stock Exchange.

Cease Trade Orders

To the knowledge of the Corporation, no proposed director of the Corporation is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a) was subject to 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, that was in effect for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to 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, that was in effect for a period of more than 30 consecutive days, 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 director, chief executive officer or chief financial officer.

Bankruptcy

To the knowledge of the Corporation, no proposed director of the Corporation is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of a company (including the Corporation) 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.

Personal Bankruptcy

To the knowledge of the Corporation, no proposed director of the Corporation has, within the 10 years before the date hereof, 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 that person.

Penalties and Sanctions

To the knowledge of the Corporation, no proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

3. Appointment of Auditor

Crowe MacKay LLP (" Crowe MacKay ") have been the auditors of the Corporation since March 16, 2022. In connection with the Transaction, at the Meeting, the Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution appointing Kingston Ross Pasnak LLP as the auditor of the Corporation, to hold office from the completion of the Transaction until the next annual meeting of Shareholders, and authorizing the Board to fix their remuneration, conditional on the completion of the Transaction (the " Auditor Appointment "). The approval of the Auditor Appointment by the Shareholders at the Meeting is a condition to the completion of the Transaction.

If Shareholders do not approve the ordinary resolution, the Transaction may not proceed. Shareholders are urged to vote FOR this ordinary resolution. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The complete text of the ordinary resolution which management intends to place before the Meeting is as follows:

" BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of Scaling Capital 1 Corp. (the " Corporation ") that:

(1) the appointment of Kingston Ross Pasnak LLP as auditor of the Corporation to hold office from the completion of the Transaction (as defined in the management information circular of the Corporation dated October 16, 2024) until the next annual meeting of shareholders of the Corporation is hereby approved; and
(2) the board of directors of the Corporation is hereby authorized to fix the remuneration of the auditor so appointed."

The determination not to reappoint Crowe MacKay as auditor of the Corporation after completion of the Transaction has been made in the context of the Transaction and not because of any reportable event (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ).

It is anticipated that effective upon completion of the Transaction that Crowe MacKay will resign as the Corporation’s auditor and the board of directors of the Resulting Issuer will fill the vacancy by the appointment of Kingston Ross Pasnak LLP, located at 1500-888 Jasper Ave, Edmonton, Alberta, T5J 5C6.

Unless otherwise directed to the contrary, it is the intention of the persons named in the accompanying Form of Proxy to vote proxies IN FAVOUR of the ordinary resolution authorizing the Auditor Appointment.

4. Change of the Name of the Corporation

In connection with the Transaction, it is intended that the business of Matador as currently contemplated to be constituted, will be the business of the Corporation. In connection therewith, the Corporation intends to change its name to "Matador Technologies Inc." or such other name as the Board of Directors, in their sole discretion and subject to applicable regulatory approval, determines to be appropriate (the " Name Change ").

At the Meeting, the Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Name Change. To be effective, the special resolution in respect of the Name Change must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by Shareholders present in person or by proxy at the Meeting. The Name Change will also be subject to the approval of the applicable securities exchange.

The Name Change is required in order to complete the Transaction and if approved is expected to be given effect prior to completion of the Transaction. If Shareholders do not approve the special resolution, the Transaction may not proceed. Shareholders are urged to vote FOR this special resolution. As the Name Change will only be effected in connection with the Transaction, the Board of Directors may determine not to implement the Name Change after the Meeting and after receipt of necessary shareholder and regulatory approvals, but prior to the issuance of a certificate of amendment, without further action on the part of the shareholders. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The complete text of the special resolution which management intends to place before the Meeting authorizing the change of the name of the Corporation is as follows:

" BE IT HEREBY RESOLVED as a special resolution of the shareholders of Scaling Capital 1 Corp. (the " Corporation ") that:

the change of the name of the Corporation from "Scaling Capital 1 Corp." to "Matador Technologies Inc." or such other name as the board of directors, in its sole discretion and subject to applicable regulatory approval, determines to be appropriate, is authorized and approved (the " Name Change ");
the directors of the Corporation are hereby authorized and granted with absolute discretion to abandon the Name Change at any time without further approval, ratification or confirmation by the shareholders of the Corporation; and
any one director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise and to deliver or cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Corporation may be necessary or desirable to carry out the terms of the foregoing resolutions."

Unless otherwise directed to the contrary, it is the intention of the persons named in the accompanying Form of Proxy to vote proxies IN FAVOUR of the special resolution authorizing the Name Change. In order to be effective, the foregoing special resolution must be approved by not less than two-thirds (2/3) of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

5. Approval of Proposed Consolidation

In connection with the Transaction, at the Meeting, the Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, a special resolution approving an amendment to the articles of the Corporation to consolidate the issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every 2.2727 pre-consolidation Common Shares (the " Consolidation "). The approval of the Consolidation by the Shareholders at the Meeting and the completion of the Consolidation are conditions to the completion of the Transaction.

If the Consolidation would otherwise result in a Shareholder holding a fraction of a Common Share, no fraction or fractional certificate will be issued, and a Shareholder will not receive a whole Common Share for each such fraction held. In all other respects, the post-Consolidation Common Shares will have the same attributes as the existing Common Shares. If the Consolidation is effected, the exercise or conversion price and the number of Common Shares issuable under outstanding convertible securities of the Corporation will also be proportionately adjusted.

Effect of Consolidation

The Consolidation will affect all Shareholders uniformly. Except for any variances attributable to fractional shares, the change in the number of issued and outstanding Common Shares that will result from the Consolidation will cause no change in the capital attributable to the Common Shares and will not materially affect any Shareholder’s percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of Common Shares. In addition, the Consolidation will not affect any Shareholder’s proportionate voting rights. Each Common Share outstanding after the Consolidation will be entitled to one vote. Assuming a consolidation ratio of one (1) postconsolidation Common Share for every 2.2727 pre-consolidation Common Shares, the number of issued and outstanding will be reduced from 17,000,000 Common Shares to approximately 7,480,090 post-Consolidation Common Shares (subject to adjustment for fractional shares) as a result of the Consolidation.

The Consolidation will lead to an increase in the number of Shareholders who will hold "odd lots"; that is, a number of shares not evenly divisible into board lots (a board lot is either 100, 500 or 1,000 shares, depending on the price of the shares). As a general rule, the cost to Shareholders transferring an odd lot of Common Shares is somewhat higher than the cost of transferring a "board lot". Nonetheless, the Board believes the Consolidation is in the best interest of all Shareholders as the Consolidation is a condition to complete the Transaction despite the potential increased cost to Shareholders in transferring odd lots of post-Consolidation Common Shares.

Effect on Non-Registered Shareholders

Beneficial Shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Consolidation than those that will be put in place by the Corporation for Registered Shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

Fractional Shares

If the Consolidation is implemented, fractional post-Consolidation Common Shares will not be issued to Shareholders. Where the Consolidation would otherwise result in a Shareholder being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such holder of Common Shares shall be rounded down to the next lesser whole number of Common Share. In calculating such fractional interests, all Common Shares held by a beneficial holder shall be aggregated.

No Dissent Rights

Under the Business Corporations Act (Alberta), Shareholders do not have dissent and appraisal rights with respect to the Consolidation.

Consolidation Approval

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, a special resolution approving the Consolidation. To be effective, the special resolution in respect of the Consolidation must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by Shareholders present in person or by proxy at the Meeting. Even if approved by the Shareholders, the Board may determine not to proceed with the Consolidation at its discretion.

The Consolidation is required in order to complete the Transaction and if approved is expected to be given effect prior to completion of the Transaction. If the holders of Common Shares do not approve the special resolution, the Transaction may not proceed. Shareholders are urged to vote FOR this special resolution. If the Transaction does

not successfully close, the directors of the Corporation shall have the discretion to revoke the proposed Consolidation. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The text of the special resolution which management intends to place before the Meeting to approve the Consolidation is as follows:

" BE IT RESOLVED as a special resolution of the shareholders of Scaling Capital 1 Corp. (the " Corporation ") that:

the Corporation be and is hereby authorized to consolidate the issued and outstanding common shares in the share capital of the Corporation (" Common Shares ") on the basis of one (1) Common Share for every 2.2727 issued and outstanding Common Shares in the capital of the Corporation (the " Consolidation ");
no fractional Common Shares shall be issued in connection with the Consolidation. Where the Consolidation would otherwise result in a shareholder of the Corporation being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such Shareholder shall be rounded down to the next lesser whole number of Common Shares. In calculating such fractional interests, all Common Shares held by a beneficial holder shall be aggregated;
any director or officer of the Corporation is hereby authorized, empowered and instructed, acting for, in the name and on behalf of Corporation, to execute or cause to be executed, under the seal of Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person's opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing; and
the directors of the Corporation are hereby authorized and granted with absolute discretion and without further approval of the shareholders, to revoke and rescind the foregoing resolution before it is acted upon."

Unless otherwise directed to the contrary, it is the intention of the persons named in the accompanying Form of Proxy to vote proxies IN FAVOUR of the special resolution approving the Consolidation. In order to be effective, the foregoing special resolution must be approved by not less than two-thirds (2/3) of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

6. The Continuance

The Corporation is currently governed by the Business Corporations Act (Alberta) (" ABCA "). In connection with the Transaction, at the Meeting, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a special resolution (the " Continuance Resolution ") authorizing the continuance (the " Continuance ") of the Corporation from the ABCA to the Business Corporations Act (Ontario) (the " OBCA "). The Continuance, if approved, will change the legal domicile of the Corporation and will affect certain rights of the Shareholders as they currently exist under the ABCA. Accordingly, Shareholders should consult their own independent legal advisors regarding implications of the Continuance which may be of particular importance to them.

If the special resolution approving the Continuance is approved at the Meeting, it will give the Board authority to implement the Continuance. Notwithstanding approval of the proposed Continuance by Shareholders, the Board, in its sole discretion, may revoke the special resolution and abandon the Continuance without further approval or action by, or prior notice to, Shareholders.

In connection with the Continuance, the existing by-laws of the Corporation will be repealed and the Corporation will adopt by-laws which are suitable for an OBCA corporation.

Reasons for the Continuance

The approval of the Continuance by Shareholders at the Meeting and the completion of the Continuance are conditions to the completion of the Transaction. Consequently, in connection with the Transaction, the Board has determined that, subject to completion of the Transaction, it is in the best interests of the Corporation to be governed by the OBCA.

Procedure to Effect Continuance

In order to effect the Continuance, the following steps must be taken:

(a) the Shareholders of the Corporation must approve the Continuance Resolution at the Meeting, being passed by resolution not less than 66 2/3% of the votes cast in person or by proxy at the Meeting, authorizing the Corporation to, among other things, file the Continuance application with the director appointed under the OBCA (the " Director ");
(b) the Corporation must make a written application to the Registrar of Corporations appointed under the ABCA (the " Registrar of Corporations ") for consent to continue;
(c) the Registrar of Corporations under the ABCA must approve the proposed Continuance under the OBCA, upon being satisfied that the Continuance will not adversely affect creditors or shareholders of the Corporation;
(d) the Corporation must apply to the Director for a Certificate of Continuance and file Articles of Continuance under the OBCA to continue the Corporation into Ontario following receipt of the authorization of the Registrar of Corporations;
(e) the Corporation must file a notice of discontinuance with the Registrar of Companies, who will then issue a Certificate of Discontinuance; and
(f) the Director issues a Certificate of Continuance to the Corporation.

Effects of the Continuance

General

The Corporation is currently incorporated under the ABCA. Upon issue of a Certificate of Continuation for the Corporation under the OBCA, the Corporation will cease to be a corporation governed by the ABCA and will be governed by the OBCA. The Continuance does not create a new legal entity and will not prejudice or affect the continuity of the Corporation. The Continuance will not result in any change in the business of the Corporation. Upon completion of the Continuance, there is no change in: (i) the ownership of corporate property; (ii) liability for the obligations of the Corporation; (iii) the existence of a cause of action, claim or liability to prosecution; (iv) enforcement against the Corporation of any civil, criminal, administrative action or proceedings pending; and (v) the enforceability of any conviction against, or ruling, order or judgment in favour of or against the Corporation. Furthermore, the Common Shares issued before the Continuance will continue to be Common Shares of the Corporation, as a company governed by the OBCA. The Continuance does not relieve a holder of Common Shares of any liability in respect of such Common Shares.

Articles of Continuance

As a corporation existing under the ABCA, the incorporation documents of the Corporation consist of a "certificate of incorporation", "articles of incorporation", and "by-laws". The incorporation documents of the Corporation set out, among other things, the name of the Corporation, the authorized share capital of the Corporation, the minimum and maximum number of directors and any restrictions on the business of the Corporation. The by-laws of the Corporation set out the rules for the conduct of the Corporation. Upon the Continuance becoming effective, the incorporation

documents filed under the ABCA will be replaced by the Articles of Continuance and a new general by-law of the Corporation will be adopted.

Authorized Capital

The number of Common Shares that the Corporation is authorized to issue will remain unaltered at an unlimited number of Common Shares. The rights, privileges, restrictions and conditions which presently attach to the Common Shares will be substantially the same as the rights, privileges, restrictions and conditions which will attach to such Common Shares after the Continuance as set out in the Articles of Continuance.

Number of Directors

Under the OBCA, the articles of a corporation may provide for a minimum and maximum number of directors. The shareholders may adopt an amendment to the articles of a corporation to increase or, subject to the provisions of the OBCA, decrease the minimum or maximum number of directors. Subject to certain restrictions, the OBCA permits the directors to appoint additional directors to fill vacancies.

Certain Corporate Differences between the ABCA and the OBCA

If the Continuance Resolution is approved by the Shareholders and the Continuance is completed, the Corporation will be governed by the OBCA instead of the ABCA. While the rights of shareholders under the OBCA are broadly similar to those under the ABCA, there are a number of variations in the rights afforded to shareholders under the two pieces of legislation.

The following is a summary of certain similarities and differences between the OBCA and the ABCA on matters pertaining to shareholder rights. This summary is not exhaustive and is of a general nature only and is not intended to be, and should not be construed to be, legal advice to shareholders. Accordingly, shareholders should consult their own legal advisors with respect to the corporate law consequences of the Continuance.

Charter Documents

Under the ABCA, a corporation may resolve to alter its notice of articles or articles by a special resolution of its shareholders, unless the ABCA specifies a different type of resolution or unless the ABCA does not specify the type of resolution and the articles of the corporation specify a different type of resolution.

Under the OBCA, a corporation may from time to time amend its articles by special resolution of its shareholders, except where, among other things, the directors of a corporation are authorized by the articles to divide any class of unissued shares into series and determine the designation, rights, privileges, restrictions and conditions thereof, in which case the directors may authorize the amendment of the articles to provide for such designation, rights, privileges, restrictions and conditions. A special resolution must be passed by at least two-thirds of the votes cast thereon. The directors of a corporation may, subject to any restriction in the articles, by-laws or a unanimous shareholder agreement of a corporation, make, amend, or repeal any by-laws of such corporation, but any such action of the directors is subject to the later confirmation by resolution passed by a majority of the votes cast by the shareholders entitled to vote on the resolution.

Rights of Dissent

Under both the ABCA and the OBCA, shareholders have substantially the same rights of dissent if a corporation resolves to effect certain fundamental changes. Under the OBCA, shareholders have an additional dissent right if a corporation resolves to amend its articles to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of shares of such corporation, and shareholders of a class or series have additional dissent

rights, subject to certain exemptions, if a corporation resolves to amend its articles in circumstances where the class or series is entitled to a separate vote.

Record Date for Notice of and Voting at Shareholders' Meetings

Under both the ABCA and the OBCA, the directors of a corporation may set a date as the record date for the purpose of, among other things, determining shareholders entitled to notice of and to vote at a meeting of shareholders. Under both the ABCA and OBCA, subject to certain exceptions, the record dates for notice of and voting at a meeting of shareholders must not be more than 50 days or less than 21 days prior to the date of the meeting.

Place of Shareholders' Meetings

Under the ABCA and OBCA, subject to the articles and any unanimous shareholder agreement, a meeting of the shareholders of a corporation may be held at such place in or outside Alberta or Ontario as the directors determine.

Quorum for Shareholders' Meetings

Under both the ABCA and the OBCA, unless the by-laws of the corporation otherwise provide, the holders of a majority of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, constitute a quorum.

Share Capital

Under the ABCA and the OBCA, there are no provisions for the shares of a corporation to have par value.

Residency of Directors

Under both the ABCA and the OBCA there are no requirements that directors be Canadian residents in order to qualify for membership on the corporation's board of directors.

Number of Directors

Under both the ABCA and the OBCA, the number of directors is, in the case of a reporting issuer or an offering corporation, the greater of (a) three, and (b) the number of directors elected or appointed in accordance with the ABCA or the OBCA, as the case may be, and the articles of the corporation. Under the ABCA, if the articles of a corporation so provide, the directors of a corporation may appoint one or more additional directors, if, after such appointment, the total number of directors would not then be greater than one and one-third times the number of directors elected at the annual meeting of shareholders. Under the OBCA, where a special resolution so empowers the directors to determine the number of directors within the minimum and maximum number of directors provided for in the articles, the directors may appoint one or more.

Cumulative Voting

Under the ABCA, shareholders do not have cumulative voting rights with respect to the election of directors. Under the OBCA, cumulative voting rights are permitted, but are not required. Under the OBCA, if the articles provide for

cumulative voting rights in the election of directors, the articles must fix the number of directors instead of providing for a minimum and maximum number of directors.

Removal of Directors

Under the ABCA, directors of a corporation may generally be removed by an ordinary resolution of the shareholders. Under the OBCA, subject to provisions regarding cumulative voting, directors of a corporation may generally be removed by an ordinary resolution of the shareholders.

Right to Dissent to the Continuance Resolution

The following description of dissent rights to which dissenting shareholders are entitled is not a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of such dissenting Shareholder's Common Shares and is qualified in its entirety by the reference to the full text of section 191 of the ABCA attached hereto as Schedule "A" of this Information Circular. The ABCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters' rights. Accordingly, each Shareholder who might desire to exercise dissent rights should carefully consider and comply with the provisions of the section and consult such shareholder's legal advisors.

Shareholders are entitled to dissent in respect of the Continuance in accordance with section 191 of the ABCA. Provided the Continuance becomes effective, each dissenting shareholder will be entitled to be paid the fair value of their Common Shares in respect of which such shareholder dissents in accordance with section 191 of the ABCA. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered holders of such Common Shares are entitled to dissent.

Accordingly, beneficial owners of Common Shares desiring to exercise dissent rights must make arrangements for the Common Shares beneficially owned by such person to be registered in his, her or its name, or alternatively, make arrangements for the registered holder of the Common Shares to dissent on their behalf.

A Shareholder is not entitled to dissent with respect to their Common Shares if they vote any of such Common Shares in favour of any resolution authorizing the Continuance. Further, a dissenting shareholder may only exercise dissent rights with respect to all the Common Shares held by such shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

All notices to the Corporation pursuant to section 191 of the ABCA should be addressed to the Corporation at Suite 800, 333 - 7th Avenue SW, Calgary, Alberta, T2P 2Z1, Attention: Alex Tapscott, Chief Executive Officer. In order to be effective, a written notice of dissent must be received no later than the commencement of the Meeting or any adjournment thereof. The Corporation may elect not to proceed with the Continuance if any notices of dissent are received.

Board Recommendation and Resolution

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, the Continuance Resolution. To be effective, the Continuance Resolution must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by Shareholders present in person or by proxy at the Meeting.

If the Continuance Resolution is approved at the Meeting, it will give the Board authority to implement the Continuance. The Continuance is required in order to complete the Transaction and if approved is expected to be given effect prior to completion of the Transaction. If the holders of Common Shares do not approve the Continuance Resolution, the Transaction may not proceed. Shareholders are urged to vote FOR the Continuance Resolution. If the Transaction does not successfully close, the directors of the Corporation shall have the discretion to revoke the Continuance Resolution. In the event that the Transaction is not completed, the Continuance will not proceed. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The following is the text of the Continuance Resolution which will be put forward at the Meeting:

" BE IT HEREBY RESOLVED as a special resolution of the shareholders of Scaling Capital 1 Corp. (the " Corporation ") that:

in connection with the Transaction (as defined in the management information circular of the Corporation dated October 16, 2024 (the " Information Circular ")), the Corporation be authorized to make application under Section 189 of the Business Corporations Act (Alberta) (the " ABCA ") to the Registrar of Corporations of Alberta for the issuance of a consent to continue the Corporation into Ontario and to subsequently make application to the Registrar of Corporations of Alberta for the issuance of a Certificate of Discontinuance the (" Certificate of Discontinuance ");
the Corporation be authorized under Section 180 of the Business Corporations Act (Ontario) (the " OBCA ") to make application to the Director under the OBCA for a certificate of continuance (the " Certificate of Continuance ") by filing Articles of Continuance and supporting documents to continue as a corporation under the OBCA (the " Continuance ");
subject to such Continuance and the issuance of such Certificate of Discontinuance and without affecting the validity and existence of the Corporation by or under its Articles of Incorporation, as amended, and of any act done thereunder, the Corporation shall adopt articles of continuance (the " Articles of Continuance ") to conform to the requirements of the OCBA and such Articles of Continuance be and are hereby approved;
notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, the board of directors of the Corporation are hereby authorized to abandon, revoke or terminate the application for the Continuance at any time before it is acted on and to determine not to proceed with the Continuance without further approval of the shareholders of the Corporation;
any officer or director of the Corporation is authorized and directed for and on behalf of the Corporation to execute and deliver Articles of Continuance and all other documents as are necessary or desirable to the Director under the OBCA in order to effect the Continuance and to deliver notice of the Continuance and all other documents as are necessary or desirable to the Registrar of Corporations of Alberta under the ABCA to obtain a Certificate of Discontinuance under the ABCA;
any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such persons determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing."

Unless otherwise directed to the contrary, it is the intention of the persons named in the accompanying Form of Proxy to vote proxies IN FAVOUR of the Continuance Resolution. In order to be effective, the Continuance Resolution must be approved by not less than two-thirds (2/3) of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

7. Approval of Stock Option Plan

In connection with the Transaction, the Corporation proposes to adopt a new stock option plan (the " Stock Option Plan ") conditionally on the completion of the Transaction. The Stock Option Plan will function as a fixed plan and as such, the maximum number of Common Shares which may be issuable under the Stock Option Plan and any other Security Based Compensation Plan (as such term is defined in the policies of the TSXV) of the Corporation, including the proposed RSU/PSU Plan (as defined herein), shall not exceed, in the aggregate, 17,678,847 Common Shares, being 20% of the Common Shares anticipated to be issued and outstanding upon the completion of the Transaction (or such lesser amount as would equal 20% of the issued and outstanding Common Shares upon the completion of the Transaction).

Pursuant to the policies of the TSXV, unless disinterested shareholder approval is obtained, the aggregate number of Common Shares that may be issued pursuant to Security Based Compensation (as defined in the policies of the TSXV), including options (" Options ") granted pursuant to the Stock Option Plan, that may be granted or issued by the Corporation, will be limited as follows (the following, as more particularly set forth in the policies of the TSXV, the " TSXV Limitations "):

(a) the maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group), as such term is defined in the policies of the TSXV, must not exceed 10% of the issued and outstanding Common Shares at any point in time;
(b) the maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider; and
(c) the maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one person (and where permitted under the policies of the TSXV, any companies that are wholly owned by that person) must not exceed 5% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the person.

In connection with the Transaction, and in order to approve the Stock Option Plan and permit the Corporation to issue Options in excess of such limitations, at the Meeting, disinterested Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution in the form set out below (the " Stock Option Plan Resolution "), subject to such amendments, variations or additions as may be approved at the Meeting, to approve, ratify and adopt the Stock Option Plan conditionally on the completion of the Transaction. In order to pass, the Stock Option Plan Resolution must be approved by the affirmative vote of not less than a majority of the votes cast by disinterested Shareholders who are present in person or by proxy at the Meeting. For the purpose of the Stock Option Plan Resolution, the approval by the disinterested Shareholders will exclude votes attaching to Common Shares beneficially owned by Insiders (as such term is defined in the policies of the TSXV) to whom Options may be granted under the Stock Option Plan and their Associates and Affiliates (as such terms are defined in the policies of the TSXV). As at the date of this Information Circular, it is anticipated that none of the current Insiders of the Corporation will remain as Insiders of the Corporation following completion of the Transaction when the Stock Option Plan will become effective, and accordingly, no votes attaching to Common Shares will be excluded for the purposes of obtaining disinterested Shareholder approval for the Stock Option Plan Resolution.

As the Stock Option Plan will only become effective if the Transaction is completed, the Board of Directors may determine not to implement the Stock Option Plan after the Meeting and after receipt of necessary shareholder approvals, without further action on the part of the shareholders. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The Stock Option Plan was approved by the Board of Directors on October 16, 2024, conditional and subject to the Transaction being completed. The full text of the Stock Option Plan is set out in Schedule "B" hereto and a summary thereof is included below. The summary, however, is qualified in its entirety by the terms of the Stock Option Plan. A summary of the material terms of the Stock Option Plan are as follows:

(a) The number of Shares that may be reserved for issuance under the Stock Option Plan and under any other security-based compensation arrangements will not exceed, in the aggregate, 17,678,847 Shares on each Grant Date.
(b) The maximum aggregate number of Shares that are issuable pursuant to the Stock Option Plan and all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares at any point in time (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange).

(c) The maximum aggregate number of Shares that are issuable pursuant to the Stock Option Plan and all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to policies of the Exchange).
(d) The maximum aggregate number of Shares that are issuable pursuant to the Stock Option Plan and all Security Based Compensation granted or issued in any 12 month period to any one Person (and where permitted under the policies of the Exchange, any Companies that are wholly owned by that Person) must not exceed 5% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange).
(e) An Option may only be granted to an Eligible Consultant under the Stock Option Plan if the number of Shares reserved for issuance under that Option, when combined with the number of Shares reserved for issuance under all Options granted within the one-year period before the Grant Date by the Corporation to Eligible Consultants, does not exceed, in aggregate, 2% of the outstanding Shares on the Grant Date.
(f) An Option may only be granted to Eligible Employees, Executives or Eligible Consultants not engaged in Investor Relations Activities under the Stock Option Plan if the number of Shares reserved for issuance under that Option, when combined with the number of Shares reserved for issuance under all Options granted within the one-year period before the Grant Date by the Corporation to Investor Relations Participants, does not exceed, in aggregate, 1% of the outstanding Shares on the Grant Date.
(g) Investor Relations Service Providers may not receive any Security Based Compensation other than Options.
(h) The Board will set the option exercise price (the " Option Exercise Price ") in respect of each Share issuable under an Option granted to a Participant. The Option Exercise Price will not be less than the fair market value of a Share on the Grant Date and, if the Shares are listed on the Exchange, will be subject to the minimum Option Exercise Price permitted by the Exchange provided that for U.S. Participants, regardless of the minimum Exercise Price permitted by the Exchange, the Option Exercise Price will not be less than the fair market value of a Share on the Grant Date.
(i) The Board will, on the Grant Date, set the option expiry date (the " Option Expiry Date ") of each Option granted to a Participant. The Option Expiry Date set under the Stock Option Plan will be no later than ten years after the Grant Date (subject to extension in the event of a blackout period on the Option Expiry Date in accordance with the terms of the Stock Option Plan).
(j) An Option will vest and become exercisable subject to the vesting schedule and other terms set out in the relevant Option Agreement.
(k) The Board may, at any time, accelerate the date on which any Option will vest and become exercisable.

Capitalized terms used in the above summary but not defined herein shall have the respective meanings given to them in the Stock Option Plan. In addition, the above summary is qualified in its entirety by the full text of the Stock Option Plan appended at Schedule "B".

The following is the text of the Stock Option Plan Resolution which will be put forward at the Meeting:

"BE IT HEREBY RESOLVED as an ordinary resolution of the disinterested shareholders of Scaling Capital 1 Corp. (the " Corporation ") that:
subject to and conditional upon completion of the Transaction (as defined in the management information circular of the Corporation dated October 16, 2024 (the " Information Circular ")), the stock option plan (the " Stock Option Plan ") of the Corporation substantially in the form attached as

Schedule "B" to the Information Circular be and is hereby approved, ratified and adopted by the Corporation with such modifications as may be required by the TSX Venture Exchange (the " TSXV ");

the maximum number of common shares of the Corporation (" Common Shares ") which may be issued under the Stock Option Plan and under any other Security Based Compensation Plan (as such term is defined in the policies of the TSXV) of the Corporation shall be, in the aggregate, 17,678,847 (or such lesser amount as would equal 20% of the issued and outstanding Common Shares upon the completion of the Transaction);
the Corporation be permitted and authorized to grant or issue Security Based Compensation (as such term is defined in the policies of the TSXV), including non-transferable options to purchase Common Shares under the Stock Option Plan, that may result in:
(a) the aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as such term is defined in the policies of the TSXV) (as a group) exceeding 10% of the issued and outstanding Common Shares at any point in time;
(b) the aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) exceeding 10% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider; and
(c) the aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person (as such term is defined in the policies of the TSXV) (and where permitted under the policies of the TSXV, any Companies (as such term is defined in the policies of the TSXV) that are wholly owned by that Person) exceeding 5% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person;
the board of directors of the Corporation be authorized in its absolute discretion to administer the Stock Option Plan, and amend or modify the Stock Option Plan in accordance with its terms and conditions and with the policies of the TSXV; and
any director or officer of the Corporation be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution.

Unless otherwise directed to the contrary, it is the intention of the persons named in the accompanying Form of Proxy to vote proxies IN FAVOUR of the Stock Option Plan Resolution. In order to pass, the Stock Option Plan Resolution must be approved by the affirmative vote of not less than a majority of the votes cast by the disinterested Shareholders who are present in person or by proxy at the Meeting.

8. Approval of Performance and Restricted Share Unit Plan

In connection with the Transaction, the Corporation proposes to adopt a performance and restricted share unit plan (the " RSU/PSU Plan ") conditionally on the completion of the Transaction. The RSU/PSU Plan will function as a fixed plan and as such, the maximum number of Common Shares which may be issued under the RSU/PSU Plan and any other Security Based Compensation Plan of the Corporation, including the proposed Stock Option Plan, shall not exceed, in the aggregate, 17,678,847 Common Shares, being 20% of the Common Shares anticipated to be issued and outstanding upon the completion of the Transaction (or such lesser amount as would equal 20% of the issued and outstanding Common Shares upon the completion of the Transaction).

Pursuant to the policies of the TSXV, unless disinterested shareholder approval is obtained, the aggregate number of Common Shares that may be issued pursuant to Security Based Compensation (as defined in the policies of the TSXV), including restricted share units (" Restricted Share Units ") and performance share units (" Performance Share Units ") granted pursuant to the RSU/PSU Plan, that may be granted or issued by the Corporation, will be limited by the TSXV Limitations.

In connection with the Transaction, and in order to approve the RSU/PSU Plan and permit the Corporation to issue Restricted Share Units and Performance Share Units in excess of such limitations, at the Meeting, disinterested Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution in the form set out below (the " RSU/PSU Plan Resolution "), subject to such amendments, variations or additions as may be approved at the Meeting, to approve, ratify and adopt the RSU/PSU Plan conditionally on the completion of the Transaction. In order to pass, the RSU/PSU Plan Resolution must be approved by the affirmative vote of not less than a majority of the votes cast by disinterested Shareholders who are present in person or by proxy at the Meeting. For the purpose of the RSU/PSU Plan Resolution, the approval by the disinterested Shareholders will exclude votes attaching to Common Shares beneficially owned by Insiders (as such term is defined in the policies of the TSXV) to whom Restricted Share Units and/or Performance Share Units may be granted under the RSU/PSU Plan and their Associates and Affiliates (as such terms are defined in the policies of the TSXV). As at the date of this Information Circular, it is anticipated that none of the current Insiders of the Corporation will remain as Insiders of the Corporation following completion of the Transaction when the RSU/PSU Plan will become effective, and accordingly, no votes attaching to Common Shares will be excluded for the purposes of obtaining disinterested Shareholder approval for the RSU/PSU Plan Resolution.

As the RSU/PSU Plan will only become effective if the Transaction is completed, the Board of Directors may determine not to implement the RSU/PSU Plan after the Meeting and after receipt of necessary shareholder approvals, without further action on the part of the shareholders. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The RSU/PSU Plan was approved by the Board of Directors on October 16, 2024, conditional and subject to the Transaction being completed. The full text of the RSU/PSU Plan is set out in Schedule "C" hereto and a summary thereof is included below. The summary, however, is qualified in its entirety by the terms of the RSU/PSU Plan. A summary of the material terms of the RSU/PSU Plan are as follows:

(a) The RSU/PSU Plan provides for the payment of bonuses to be satisfied by the issuance of Shares, for the purpose of advancing the interests the Company and its Affiliates through the motivation, attraction and retention of Eligible Employees, Officers, Directors and Eligible Consultants.
(b) Under no circumstances may the number of Shares issuable pursuant to Restricted Share Units or Performance Share Units together with Shares issuable under all Security Based Compensation Arrangements of the Company exceed 17,678,847 Shares.
(c) The total number of Shares issuable as compensation to an Investor Relations Service Provider cannot exceed 1% of the outstanding number of Shares in any 12-month period.
(d) Notwithstanding anything in the RSU/PSU Plan, while the Company is subject to the regulations of the Exchange, the following restrictions shall apply:
(i) the maximum aggregate number of Shares that are issuable pursuant to the RSU/PSU Plan and pursuant to all other Security Based Compensation of the Company to Insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Shares at any point in time (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);
(ii) the maximum aggregate number of Shares granted or issued pursuant to the RSU/PSU Plan and pursuant to all other Security Based Compensation of the Company in any 12 month period to Insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted

or issued to any Insider (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);

(iii) the maximum aggregate number of Shares issuable pursuant to the RSU/PSU Plan and all other Security Based Compensation of the Company, granted or issued in any 12 month period to any one Eligible Consultant must not exceed 2% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to the Eligible Consultant;
(iv) the maximum aggregate number of Shares issuable pursuant to the RSU/PSU Plan and all other Security Based Compensation Arrangements of the Company to any one person in any 12 month period must not exceed 5% of the aggregate number of issued and outstanding Shares, calculated as at the date any Restricted Share Unit or Performance Share Unit is granted to the person, unless the Company has obtained disinterested shareholder approval pursuant to the policies of the Exchange; and
(v) the Company will not grant any Restricted Share Units or Performance Share Units to any Investor Relations Service Provider.
(e) A Restricted Share Unit Award or Performance Share Unit Award granted to a Participant for services rendered will entitle the Participant, subject to the Participant’s satisfaction of any conditions (performance or otherwise), restrictions or limitations imposed under the RSU/PSU Plan or Grant Letter, to receive one previously unissued Share for each Restricted Share Unit or Performance Share Unit, on the date when the Restricted Share Unit Award or Performance Share Unit Award is fully vested.
(f) Except as provided for in the Grant Letter or as determined by the Committee in its discretion, upon the Termination of the employment or services of the Participant, for any reason other than death, disability or Resignation for Good Reason, then, all unvested Restricted Share Units and Performance Share Units will be forfeited by the Participant, and be of no further force and effect, as of the date of Termination.
(g) Except as provided for in the Grant Letter or as determined by the Committee in its discretion, provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant’s unvested Restricted Share Units and Performance Share Units shall vest in full upon the date of the Participant’s Resignation for Good Reason.
(h) Provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant’s unvested Restricted Share Units and Performance Share Units will vest on the date of the Participant’s death.
(i) Provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant’s unvested Restricted Share Units and Performance Share Units shall vest in full within 90 days following the date on which the Participant is determined to be totally disabled in accordance with the Eligible Employee’s employment agreement.
(j) If, within 12 months of a Change of Control the Company terminates the employment of the Participant for any reason other than just cause, then all Restricted Share Units and Performance Share Units outstanding shall immediately vest on the date of such termination notwithstanding any stated vesting period.

Capitalized terms used in the above summary but not defined herein shall have the respective meanings given to them in the RSU/PSU Plan. In addition, the above summary is qualified in its entirety by the full text of the RSU/PSU Plan appended at Schedule "C".

The following is the text of the RSU/PSU Plan Resolution which will be put forward at the Meeting:

"BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of Scaling Capital 1 Corp. (the " Corporation ") that:

subject to and conditional upon completion of the Transaction (as defined in the management information circular of the Corporation dated October 16, 2024 (the " Information Circular ")), the performance and restricted share unit plan (the " RSU/PSU Plan ") of the Corporation substantially in the form attached as Schedule "C" to the Information Circular be and is hereby approved, ratified and adopted by the Corporation with such modifications as may be required by the TSX Venture Exchange (the " TSXV ");
the maximum number of common shares of the Corporation (" Common Shares ") which may be issued under the RSU/PSU Plan and under any other Security Based Compensation Plan (as such term is defined in the policies of the TSXV) of the Corporation shall be, in the aggregate, 17,678,847 (or such lesser amount as would equal 20% of the issued and outstanding Common Shares upon the completion of the Transaction);
the Corporation be permitted and authorized to grant or issue Security Based Compensation (as such term is defined in the policies of the TSXV), including non-transferable awards under the RSU/PSU Plan, that may result in:
(a) the aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as such term is defined in the policies of the TSXV) (as a group) exceeding 10% of the issued and outstanding Common Shares at any point in time;
(b) the aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) exceeding 10% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider; and
(c) the aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person (as such term is defined in the policies of the TSXV) (and where permitted under the policies of the TSXV, any Companies (as such term is defined in the policies of the TSXV) that are wholly owned by that Person) exceeding 5% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person;
the board of directors of the Corporation be authorized in its absolute discretion to administer the RSU/PSU Plan, and amend or modify the RSU/PSU Plan in accordance with its terms and conditions and with the policies of the TSXV; and
any director or officer of the Corporation be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution.

Unless otherwise directed to the contrary, it is the intention of the persons named in the accompanying Form of Proxy to vote proxies IN FAVOUR of the RSU/PSU Plan Resolution. In order to pass, the RSU/PSU Plan Resolution must be approved by the affirmative vote of not less than a majority of the votes cast by disinterested Shareholders who are present in person or by proxy at the Meeting.

Upon completion of the Qualifying Transaction, as a group, Insiders will hold an aggregate of 10,102,000 Options of the Resulting Issuer (the " Resulting Issuer Options ") and 3,000,000 performance shares units of the Resulting Issuer (the " Resulting Issuer PSUs "), representing an aggregate of 12.91% of the common shares of the Resulting Issuer (the " Resulting Issuer Shares ") (on a partially diluted basis), which exceeds the 10% threshold prescribed by TSXV Policy 4.4, section 4.11(b). The breakdown per Insider is as follows:

Name	Resulting Issuer Options	Resulting Issuer PSUs	% of Resulting Issuer Shares (on a partially diluted basis)
Donato Sferra	1,550,000 Resulting Issuer Options	Nil	1.53%
Deven Soni	2,800,000 Resulting Issuer Options	Nil	2.76%
Deven Soni	Nil	3,000,000 Resulting Issuer PSUs	2.96%
Richard Murphy	1,050,000 Resulting Issuer Options	Nil	1.03%
Geoff St. Clair	802,000 Resulting Issuer Options	Nil	0.79%
Mark Moss	3,300,000 Resulting Issuer Options	Nil	3.25%
Sunny Ray	600,000 Resulting Issuer Options	Nil	0.59%
Total	10,102,000	3,000,000	12.91%

(1) Calculation has been completed assuming that all of the Insiders' Resulting Issuer Options and Resulting Issuer PSUs have been converted.

Upon completion of the Qualifying Transaction, Deven Soni will hold 2,800,000 Resulting Issuer Options and 3,000,000 Resulting Issuer PSUs, representing an aggregate of 6.16% of the Resulting Issuer Shares (on a partially diluted basis), which exceeds the 5% threshold prescribed by TSXV Policy 4.4, section 4.11(d).

9. Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the management designees named in the instrument of proxy to vote the same in accordance with their best judgment in such matters.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Securities legislation requires the disclosure of compensation received by each "Named Executive Officer" of the Corporation for the two most recently completed financial years. The Corporation is currently a capital pool company (" CPC ") (as such term is defined in the policies of the TSXV) and until the Corporation completes a Qualifying Transaction (as such term is defined in the policies of the TSXV), no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options to purchase Common Shares in the Corporation (" Existing Options ") pursuant to the existing stock option plan of the Corporation (the " Existing Plan ").

" Named Executive Officer " means: (a) the Chief Executive Officer; (b) the Chief Financial Officer, regardless of the amount of compensation of those individuals; (c) the Corporation's three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed fiscal period and whose salary and bonus exceeds $150,000; and (d) any additional individuals for whom disclosure would have been provided under (c) except that the individual was not serving as an officer of the Corporation at the end of the most recently completed fiscal year. The Corporation currently has two (2) Named Executive Officers, Alex Tapscott, the President and Chief Executive Officer of the Corporation, and Shirin Kabani, Chief Financial Officer of the Corporation.

As at the date hereof, the Named Executive Officers of the Corporation have not received any salary, consulting fee, retainer or commission, bonus, committee or meeting fees, perquisites, share-based awards, non-equity incentive plan compensation, pension value or other compensation other than Existing Option based awards from the Corporation.

Stock Options and Other Compensation Securities

The following table sets forth information with respect to all compensation securities granted or issued to the Corporation’s Named Executive Officers and directors by the Corporation in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation.


		Compensation Securities
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Alex Tapscott(2) President and Chief Executive Officer	Options	850,000	February 10, 2023	$0.10(1)	$0.10(1)	$0.08	February 10, 2033
Shirin Kabani(3) Chief Financial Officer	Options	212,500	February 10, 2023	$0.10(1)	$0.10(1)	$0.08	February 10, 2033
Kirstin McTaggart(4) Secretary and Director	Options	212,500	February 10, 2023	$0.10(1)	$0.10(1)	$0.08	February 10, 2033
James Fox(5) Director	Options	212,500	February 10, 2023	$0.10(1)	$0.10(1)	$0.08	February 10, 2033
John Wilson(6) Director	Options	212,500	February 10, 2023	$0.10(1)	$0.10(1)	$0.08	February 10, 2033

Notes:

(1) The Common Shares were listed on the TSXV on February 10, 2023 and began trading on February 14, 2023. Pursuant to the Corporation’s initial public offering on February 10, 2023, the Common Shares were issued at a price of $0.10 per Common Share. All Existing Options vested on issuance.

(2) Alex Tapscott holds an aggregate of 850,000 Existing Options to purchase Common Shares, representing 50.00% of the outstanding Existing Options. All Existing Options vested on issuance.

(3) Shirin Kabani holds an aggregate of 212,500 Existing Options to purchase Common Shares, representing 12.50% of the outstanding Existing Options. All Existing Options vested on issuance.

(4) Kirstin McTaggart holds an aggregate of 212,500 Existing Options to purchase Common Shares, representing 12.50% of the outstanding Existing Options. All Existing Options vested on issuance.

(5) James Fox holds an aggregate of 212,500 Existing Options to purchase Common Shares, representing 12.50% of the outstanding Existing Options. All Existing Options vested on issuance.

(6) John Wilson holds an aggregate of 212,500 Existing Options to purchase Common Shares, representing 12.50% of the outstanding Existing Options. All Existing Options vested on issuance.

No compensation securities were exercised by the Corporation's Named Executive Officers or directors during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

The Corporation has established the Existing Plan for its directors, officers, employees and consultants. The number of authorized but unissued Common Shares that may be subject to options granted to optionees under the Existing Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Existing Plan require annual shareholder approval. As of the date hereof: (i) the Corporation has issued Existing Options to acquire up to 1,700,000 Common Shares at $0.10 per Common Share under the Existing Plan, all of which vested immediately upon grant; and (ii) the Corporation currently has no Existing Options available for further issuance under the Existing Plan.

The Board may from time to time, in its discretion, and in accordance with TSXV requirements, grant to directors, officers, employees and consultants, non-transferable and non-assignable Existing Options to purchase Common Shares, exercisable for a period of up to ten years from the date of grant, provided that the number of Common Shares reserved for issuance does not exceed ten percent (10%) of the then issued and outstanding Common Shares as at the date of grant. The number of Common Shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares as at the date of grant and the number of Common Shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding Common Shares as at the date of grant.

The term of an Existing Option will expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Corporation, or of a resulting issuer, as the case may be, subject to any earlier expiry date of such Existing Option.

Oversight and Description of Director and Named Executive Officers Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation’s executive and director compensation program. The Corporation chooses to issue Existing Options to maintain a competitive position in the CPC marketplace and because it is the only permissible form of compensation that may be awarded to its directors and officers while it is a CPC.

The objective and purpose of any Existing Option reward is to encourage the Corporation’s officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the Existing Option, the directors and officers will receive no benefit, or very little benefit, from any Existing Options.

With respect to the grant of Existing Options, the Chief Executive Officer of the Corporation recommends to the Board the individual equity incentive awards for each executive officer and director. The Board then takes these recommendations into consideration when making final decisions on compensation for those executive officers. The Board does not use formulas or benchmarks for each grant, but is restricted by the policies of the TSXV and the terms of the Existing Plan in how many Existing Options it may grant. Existing Options under the Existing Plan are awarded to executive officers by the Board based upon the level of responsibility and contribution of the individuals towards the Corporation’s goals and objectives. Previous grants of Existing Options to a particular individual will be taken into account when considering future grants of Existing Options to that particular individual.

Pension Plan Benefits

As at December 31, 2023, the Corporation did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

Equity Compensation Plan Information

The following table sets forth information in respect of securities authorized for issuance under the Corporation’s equity compensation plans as at December 31, 2023.

			Number of securities
			remaining available for
	Number of securities to be		future issuance under equity
	issued upon exercise of	Weighted average exercise	compensation plans
	outstanding options,	price of outstanding options,	(excluding securities
Plan Category	warrants and rights	warrants and rights	reflected herein)
Equity compensation plans	Nil	Nil	Nil
approved by
securityholders
Equity compensation plans	1,700,000	$0.10	Nil
not approved by
securityholders(1)
Total	1,700,000	$0.10	Nil

Note:

(1) The Existing Plan is a "rolling" stock option plan which reserves for issuance a maximum of 10% of the issued and outstanding Common Shares at the time of the Existing Option grant. See " Stock Option Plans and Other Incentive Plans " above for a description of the material features of the Existing Plan.

Management Contracts

Management functions of the Corporation are performed by the directors and executive officers of the Corporation.

CORPORATE GOVERNANCE DISCLOSURE

In accordance with National Instrument 58-101 - Disclosure of Corporate Governance Practices (" NI 58-101 "), information regarding the Corporation’s corporate governance practices is set out under the heading " CORPORATE GOVERNANCE DISCLSOURE " in the management information circular of the Corporation dated May 17, 2024 and filed under the Corporation's profile on SEDAR+ at www.sedarplus.ca on May 29, 2024 (the " May Circular "), which is incorporated by reference herein. The Corporation will, upon request, promptly provide a copy of the May Circular free of charge to a securityholder of the Corporation.

Following the completion of the Transaction, it is anticipated that the Board will be comprised of four members, being Deven Soni, Donato Sferra, Richard Murphy, and Tyler Evans. Richard Murphy, Tyler Evans and Donato Sferra will be the independent directors of the Corporation. Deven Soni, the Chief Executive Officer of the Corporation, will be member of management and, as a result, will not be considered independent.

NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the board of directors, reasonably interfere with the exercise of a director’s independent judgement. As disclosed above, following completion of the Transaction, the Board is anticipated to be comprised of a majority of independent directors.

AUDIT COMMITTEE

In accordance with National Instrument 52-110 – Audit Committees (" NI 52-110 "), information regarding the Audit Committee of the Corporation, including the text of the charter of the Audit Committee, is set out under the heading " AUDIT COMMITTEE " and in Schedule "A" to the May Circular, which is incorporated by reference herein. The Corporation will, upon request, promptly provide a copy of the May Circular free of charge to a securityholder of the Corporation.

Composition of the Audit Committee

Upon completion of the Transaction, the Audit Committee is anticipated to be comprised of Richard Murphy, Tyler Evans, and Donato Sferra. Each such member of the Audit Committee will be independent (as defined in NI 52-110)

and none is expected to receive, directly or indirectly, any compensation from the Resulting Issuer other than for service as a member of Board and its committees. All proposed members of the Audit Committee will be financially literate (as defined under NI 52-110).

Relevant Education and Experience of Audit Committee Members

Donato Sferra

Richard Murphy

Tyler Evans

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), in subsection 6.1.1(4) of NI 52-110 ( Circumstance Affecting the Business or Operations of the Venture Issuer ), in subsection 6.1.1(5) of NI 52110 ( Events Outside Control of Member ), in subsection 6.1.1(6) of NI 52-110 ( Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemption ).

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

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee of the Corporation, or any proposed nominee director, or any of their respective associates or affiliates, is or has been at any time since the beginning of the last completed fiscal year, indebted to the Corporation or any of its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Corporation is not aware of any material interest, direct or indirect, of any "informed person" of the Corporation, any proposed director of the Corporation or any associate or affiliate, of any of the foregoing in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the company or any of its subsidiaries.

For the purposes of the above, "informed person" means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

There are potential conflicts of interest to which all of the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. All of the directors and officers are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the search by the Corporation for businesses or assets in order to close a Qualifying Transaction, as such term is defined in the policies of the TSXV. Accordingly, situations may arise where all of the directors and officers will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (Alberta).

AUDITOR

The auditors of the Corporation are Crowe MacKay LLP. They have served in such role since March 16, 2022.

MANAGEMENT CONTRACTS

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

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR+ website at www.sedarplus.ca. Financial information regarding the Corporation is provided in the Corporation’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year. Copies of the Corporation’s financial statements and related management’s discussion and analysis are available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Corporation at its registered office address at 800, 333 7[th] Avenue S.W., Calgary, AB T2P 2Z1, to request copies of the Corporation’s financial statements and management’s discussion and analysis.

BOARD APPROVAL

The contents and the sending of this Information Circular have been approved by the Board of the Corporation.

SCHEDULE "A"

SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

Shareholder's right to dissent

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to:

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,
(b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,
(b1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),
(c) amalgamate with another corporation, otherwise than under section 184 or 187,
(d) be continued under the laws of another jurisdiction under section 189, or
(e) sell, lease or exchange all or substantially all its property under section 190.

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

(a) at or before any meeting of shareholders at which the resolution is to be voted on, or
(b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder’s right to dissent.
(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or
(2),
(a) by the corporation, or
(b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

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(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

(a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
(b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.
(9) Every offer made under subsection (7) shall
(a) be made on the same terms, and
(b) contain or be accompanied with a statement showing how the fair value was determined.

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder’s shares by the corporation, in the amount of the corporation’s offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(11) A dissenting shareholder
(a) is not required to give security for costs in respect of an application under subsection (6), and
(b) except in special circumstances must not be required to pay the costs of the application or appraisal.
(12) In connection with an application under subsection (6), the Court may give directions for
(a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
(b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
(c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
(d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
(e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
(f) the service of documents, and
(g) the burden of proof on the parties.
(13) On an application under subsection (6), the Court shall make an order
(a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,
(b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,
(c) fixing the time within which the corporation must pay that amount to a shareholder, and
(d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.
(14) On

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(a) the action approved by the resolution from which the shareholder dissents becoming effective,
(b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or
(c) the pronouncement of an order under subsection (13),

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

(15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).
(16) Until one of the events mentioned in subsection (14) occurs,
(a) the shareholder may withdraw the shareholder's dissent, or
(b) the corporation may rescind the resolution,

and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights, as a shareholder by reason of subsection (14) until the date of payment.

(18) If subsection (20) applies, the corporation shall, within 10 days after
(a) the pronouncement of an order under subsection (13), or
(b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or
(b) the realizable value of the corporation's assets would by reason of the payment be less than the aggregate of its liabilities.

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SCHEDULE "B"

( Attached )

MATADOR TECHNOLOGIES INC. STOCK OPTION PLAN

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Plan, the following terms have the following meanings:

1.1.1 “ Affiliate ” means any corporation that is an affiliate of the Corporation as defined in National Instrument 45-106 – Prospectus and Registration Exemptions , as may be amended from time to time.
1.1.2 “ Applicable Laws ” means, at any time, with respect to any Person, property, transaction or event, all applicable laws, statutes, regulations, treaties, judgments and decrees and (whether or not having the force of law) all applicable official directives, rules, consents, approvals, by-laws, permits, authorizations and orders of any Governmental Authority having authority over that Person, property, transaction or event.
1.1.3 “ Blackout Period ” means the period during which designated Persons cannot trade Shares pursuant to the Corporation’s policy, if any, respecting restrictions on trading which is in effect at that time.
1.1.4
“ Board ” means the board of directors of the Corporation.
1.1.5 “ Business Day ” means any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario.
1.1.6

“ Change of Control Transaction ” means:

1.1.6.1 the acquisition of a sufficient number of voting securities in the capital of the Corporation so that the acquiror, together with Persons acting jointly or in concert with the acquiror, becomes entitled, directly or indirectly, to exercise more than 50% of the voting rights attaching to the outstanding voting securities in the capital of the Corporation (provided that, prior to the acquisition, the acquiror was not entitled to exercise more than 50% of the voting rights attaching to the outstanding voting securities in the capital of the Corporation);
1.1.6.2 the completion of a consolidation, merger, arrangement or amalgamation of the Corporation with or into any other entity whereby the voting securityholders of the Corporation immediately prior to the consolidation, merger, arrangement or amalgamation receive less than 50% of the voting rights attaching to the outstanding voting securities of the consolidated, merged, arranged or amalgamated entity; or
1.1.6.3 the completion of a sale whereby all or substantially all of the Corporation’s undertakings and assets become the property of any other entity and the voting securityholders of the Corporation immediately prior to the sale hold less than 50% of the voting rights attaching to the outstanding voting securities of that other entity immediately following that sale.

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1.1.7 “ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, fund, association and any other entity other than an individual.
1.1.8 “ Code ” means the United States Internal Revenue Code of 1986, as amended.
1.1.9 “ Corporation ” means Matador Technologies Inc.
1.1.10 “ Disability ” means a physical or mental incapacity or disability that prevents the Eligible Person from performing the essential duties of the Eligible Person’s employment or service with the Corporation or any Subsidiary, and that cannot be accommodated under applicable human rights laws without imposing undue hardship on the Corporation or the Subsidiary employing or engaging the Eligible Person, as determined by the Board for the purposes of this Plan.
1.1.11
“ Early Expiry Date ” is defined in Section 4.10.1.3.
1.1.12 “ Eligible Consultant ” means a person, other than an Eligible Employee, Executive of the Corporation or of a Related Entity of the Corporation, that:
1.1.12.1 is engaged to provide services to the Corporation or a Related Entity of the Corporation, other than services provided in relation to a distribution;
1.1.12.2 provides the services under a written contract with the Corporation or a Related Entity of the Corporation, and
1.1.12.3 spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Related Entity of the Corporation.
1.1.13 “ Eligible Person ” means any Eligible Employee, Executive or Eligible Consultant.
1.1.14
“ Eligible Employee ” means:
1.1.14.1 an individual who is considered a bona fide employee of the Corporation or any Subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);
1.1.14.2 an individual who works full-time for the Corporation or any Subsidiary providing services normally provided by a bona fide employee and who is subject to the same control and direction by the Corporation or the relevant Subsidiary over the details and methods of work as a bona fide employee of the Corporation or the relevant Subsidiary, but for whom income tax deductions are not made at source; or
1.1.14.3 an individual who works for the Corporation or any Subsidiary on a continuing and regular basis for at least 20 hours per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or the relevant Subsidiary over the details and methods of work as a bona fide employee of the Corporation or the relevant Subsidiary, but for whom income tax deductions are not made at source.

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1.1.15 “ Exchange ” means the TSX Venture Exchange.
1.1.16 " Exchange Hold Period ” has the meaning ascribed to that phrase in Exchange Policy 1.1.
1.1.17 “ Executive ” means an individual who is a director or officer of the Corporation or a Subsidiary.
1.1.18

“ Governmental Authority ” means:

1.1.18.1 any federal, provincial, state, local, municipal, regional, territorial, aboriginal or other government, any governmental or public department, branch or ministry, or any court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority and any subdivision of any of them exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory, or taxing authority or power of any nature; and
1.1.18.2 any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them.
1.1.19 “ Grant Date ” means, for any Option, the date on which that Option is granted.
1.1.20
“ Insider ” means “Insider” as defined in the Securities Act.
1.1.21 “ Investor Relations Activities ” means “Investor Relations Activities” as defined in the Exchange policies (as amended at any time).
1.1.22 “ Investor Relations Participant ” means an Eligible Consultant that performs Investor Relations Activities or an Eligible Employee or Executive whose roles and duties primarily consist of Investor Relations Activities.
1.1.23 “ Investor Relations Service Provider ” means any Eligible Consultant that performs Investor Relations Activities and any Executive, Eligible Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.
1.1.24 “ Management Company Employee ” means an individual employed by a company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.
1.1.25
" Market Price ” has the meaning ascribed to that phrase in Exchange Policy 1.1.
1.1.26 “ Option ” means an option to purchase Shares granted to an Eligible Person under the terms of this Plan.
1.1.27 “ Option Agreement ” means an option agreement substantially in the form attached as Exhibit “A” to this Plan.
1.1.28
“ Option Exercise Price ” is defined in Section 4.3.
1.1.29 “ Option Expiry Date ” is defined in Section 4.4.

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1.1.30 “ Participant ” means an Eligible Person to whom an Option has been granted.
1.1.31
“Person ” will be broadly interpreted and includes:
1.1.31.1 a natural person, whether acting in their own capacity, or in their capacity as executor, administrator, estate trustee, trustee or personal or legal representative, and the heirs, executors, administrators, estate trustees, trustees or other personal or legal representatives of a natural person;
1.1.31.2 a corporation or a company of any kind, a partnership of any kind, a sole proprietorship, a trust, a joint venture, an association, an unincorporated association, an unincorporated syndicate, an unincorporated organization or any other association, organization or entity of any kind; and
1.1.31.3 a Governmental Authority.
1.1.32
“ Plan ” means this stock option plan of the Corporation.
1.1.33 “ Policy ” means the Exchange’s Corporate Finance Manual, including Policies, forms and appendices, as amended from time to time.
1.1.34 “ Related Entity ” means a Person that controls or is controlled by the Corporation or that is controlled by the same Person that controls the Corporation, if any.
1.1.35
“ Remittance Amount ” is defined in Section 4.9.1.1.
1.1.36 “ Restricted Share Unit ” means a unit credited by means of an entry on the books of the Corporation to a Participant, representing the right to receive on fully paid Shares or a cash payment in lieu thereof.
1.1.37 “ Retirement ” means retirement from active employment or service with the Corporation or a Subsidiary:
1.1.37.1 at or after age 65; or
1.1.37.2 with the consent of any officer of the Corporation as may be designated for the purposes of this Plan by the Board, at or after any earlier age and on the completion of any number of years of service as the Board may specify.
1.1.38 “ Section 409A ” means section 409A of the Code and applicable guidance issued thereunder.
1.1.39 “ Securities Act ” means the Securities Act (Ontario), as from time to time amended.
1.1.40 “Security Based Compensation Arrangements” means any incentive plan or compensation mechanism of the Corporation (other than this Plan) that involves the issuance or potential issuance of the securities of the Corporation, which for greater certainty, includes the Corporation’s Restricted Share Unit plan.
1.1.41 “Security Based Compensation ” includes any Restricted Share Unit, Securities for Services, Stock Appreciation Right, Option, Stock Purchase Plan, any security purchase from treasury by a Participant which is financially assisted by the Corporation by any means whatsoever, and any other compensation or incentive mechanism involving the issuance or

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potential issuance of securities of the Corporation from treasury to a Participant, and for greater certainty, does not include: (a) arrangements which do not involve the issuance from treasury or potential issuance from treasury of securities of the Corporation; (b) arrangements under which Security Based Compensation is settled solely in cash and/or securities purchased on the secondary market; or (c) Shares for Services and Shares for Debt arrangements under Exchange Policy 4.3 – Shares for Debt that have been conditionally accepted by the Exchange prior to November 24, 2021;

1.1.42 “ Securities for Services ” means an issuance of Shares, or Shares and share purchase warrants, pursuant to an agreement of the Corporation to pay for services to be provided to the Corporation in Shares, or Shares and share purchase warrants, rather than cash, and includes Shares for Services.
1.1.43
“ Shares ” means common shares in the capital of the Corporation.
1.1.44 “ Shares for Debt ” has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt .
“
1.1.45 Shares for Services ” has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt .
1.1.46 “ Stock Appreciation Right ” means a right granted to a Participant by the Corporation as compensation for employment or consulting services or services as an Executive, to receive cash and/or Shares of the Corporation based wholly or in part on appreciation in the trading price of the Corporation’s publicly traded securities.
1.1.47 “ Stock Purchase Plan ” means the plan whereby the Corporation provides financial assistance or pursuant to which the Participant is allowed to purchase securities of the Corporation (often at a discount to Market Price), or pursuant to which the Participant is entitled to receive additional securities of the Corporation upon subscribing for a preestablished number of securities of the Corporation, which securities may be issued from the treasury of that Corporation or purchased on the secondary market.
1.1.48 “ Subsidiary ” means a body corporate that is controlled by the Corporation and, for the purposes of this definition, a body corporate will be deemed to be controlled by the Corporation if the Corporation, directly or indirectly, has the power to direct the management and policies of the body corporate by virtue of ownership of, or direction over, voting securities in the body corporate.
1.1.49

“ Termination Date ” means:

1.1.49.1 in the case of a Participant who dies, the date of death; and
1.1.49.2 in all other cases, the date designated by the Corporation or a Subsidiary, in written notice to a Participant, as the day on which that Participant’s employment with or provision of services to the Corporation or the Subsidiary (as the case may be) ceases for any reason whatsoever (whether or not that cessation of employment or service is lawful, but provided that, in the case of a voluntary resignation or voluntary termination by that Participant, the Termination Date may not be earlier than the date notice of that voluntary resignation or termination was first given by that Participant); and “Termination Date” specifically does not mean the date on which any period of notice, which the Corporation or that Subsidiary may be required to provide to (or that may be claimed by) that Participant, expires.

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For greater clarity, the Termination Date will be determined without regard to any applicable notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages, damages for the failure to provide reasonable notice, period of salary continuation or of deemed employment or of deemed service, or any claim whatsoever by the Participant to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner).

1.1.50 “ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.
1.1.51 “ U.S. Participant ” shall mean any Participant who is a “U.S. person” (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or who is holding or exercising Options in the United States.
1.1.52 “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.
1.1.53 “ U.S. Taxpayer ” means a Participant who is a citizen of the United States or a permanent resident of the United States, in each case as defined in section 7701(a)(30) and section 7701(b)(1) of the Code, and such other Participants to the extent their Options awarded under the Plan are subject to United States federal income tax under the Code.

1.2 Certain Rules of Interpretation

1.2.1 In this Plan, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the words “ including ” or “ includes ” in this Plan is to be construed as meaning “including, without limitation” or “includes, without limitation”, respectively.
1.2.2 The division of this Plan into Articles and Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Plan.
1.2.3 References in this Plan to an Article, Section or Exhibit are to be construed as references to an Article, Section or Exhibit of or to this Plan unless otherwise specified.
1.2.4 Unless otherwise specified in this Plan, time periods within which or following which any calculation or payment is to be made, or action is to be taken, will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. Unless otherwise determined by the Board, if an Option would, under the terms of this Plan or the Option Agreement, otherwise expire or terminate on a day that is not a Business Day, the Option will expire or terminate on the next Business Day.
1.2.5 Unless otherwise specified, any reference in this Plan to any statute, rule or policy includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute, rule or policy as amended, modified, restated, supplemented, extended, re-enacted, replaced or superseded at any time.

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1.3 Governing Law

This Plan and each Option Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province without giving effect to the conflicts of laws principles thereof and without reference to the laws of any other jurisdiction. The Corporation and each Participant hereby attorn to the jurisdiction of the courts of Ontario.

ARTICLE 2 ESTABLISHMENT OF PLAN

2.1 Purpose

2.1.1 The Corporation establishes this Plan to govern the grant, administration and exercise of Options which may be granted to Eligible Persons.
2.1.2 The principal purposes of this Plan are to provide the Corporation with the advantages of the incentive inherent in equity ownership on the part of Eligible Persons who are responsible for the continued success of the Corporation; to create in those Eligible Persons a proprietary interest in, and a greater concern for, the welfare and success of the Corporation; to encourage Eligible Persons to remain with the Corporation and any Subsidiaries; and to attract new Eligible Employees, Executives and Eligible Consultants.
2.1.3 This Plan is expected to benefit shareholders by enabling the Corporation to attract and retain personnel of the highest calibre by offering them an opportunity to share in any increase in value of the Shares resulting from their efforts.

2.2 Shares Reserved and Plan Limits

2.2.1 The number of Shares that may be reserved for issuance under this Plan and under any other Security Based Compensation Arrangements will not exceed, in the aggregate, 17,678,847 Shares on each Grant Date.
2.2.2 The Corporation will at all times during the term of this Plan reserve and keep available the number of Shares necessary to satisfy the requirements of this Plan.

2.3 Limits on Certain Grants

2.3.1 The maximum aggregate number of Shares that are issuable pursuant to this Plan and all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares at any point in time (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange)
2.3.2 The maximum aggregate number of Shares that are issuable pursuant to this Plan and all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares , calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);

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2.3.3 The maximum aggregate number of Shares that are issuable pursuant to this Plan and all Security Based Compensation granted or issued in any 12 month period to any one Person (and where permitted under the policies of the Exchange, any Companies that are wholly owned by that Person) must not exceed 5% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);
2.3.4 An Option may only be granted to an Eligible Consultant under this Plan if the number of Shares reserved for issuance under that Option, when combined with the number of Shares reserved for issuance under all Options granted within the one-year period before the Grant Date by the Corporation to Eligible Consultants, does not exceed, in aggregate, 2% of the outstanding Shares on the Grant Date.
2.3.5 An Option may only be granted to Eligible Employees, Executives or Eligible Consultants not engaged in Investor Relations Activities under this Plan if the number of Shares reserved for issuance under that Option, when combined with the number of Shares reserved for issuance under all Options granted within the one-year period before the Grant Date by the Corporation to Investor Relations Participants, does not exceed, in aggregate, 1% of the outstanding Shares on the Grant Date.
2.3.6 Investor Relations Service Providers may not receive any Security Based Compensation other than Options.

For the purposes of calculating the limits in this Section 2.3:the number of Shares reserved for issuance under an Option means the number of Shares that were originally reserved for issuance upon the date of grant of the Option (except for the purposes of calculating the limit in Section 2.3.2 and 2.3.3, in which case the number of Shares reserved for issuance means the number of Shares reserved for issuance at the time of the calculation).

2.4 Exercised Options

Any number of Shares that have been issued on the exercise of an Option will again be available for grants under this Plan, and will be considered to be part of the pool of Shares available for Options under this Plan.

2.5 Expired or Terminated Options

If and to the extent any Option granted under this Plan expires or is terminated without having been exercised in whole or in part, the number of Shares then subject to that Option will be considered to be part of the pool of Shares available for Options under this Plan.

2.6 Non-Exclusivity

Nothing contained in this Plan will prevent the Board from adopting other or additional incentive compensation arrangements, whether Securities Based Compensation Arrangements or otherwise.

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ARTICLE 3 ADMINISTRATION OF PLAN

3.1 Administration of the Plan

3.1.1 Subject to the provisions of this Plan, Applicable Laws, and the applicable rules and policies of the Exchange (or any other stock exchange or market on which the Shares are listed), the Board, will have full power and authority to:
3.1.1.1 administer this Plan in accordance with its express terms;
3.1.1.2 determine all questions arising in connection with the administration, interpretation, and application of this Plan;
3.1.1.3 prescribe, amend, and rescind rules and regulations relating to the administration of this Plan; and
3.1.1.4 make all other determinations necessary or advisable for the administration of this Plan.

All determinations made in good faith on the matters referred to in this Section 3.1 will be final, conclusive, and binding on the Corporation and the relevant Participant.

3.1.2 Subject to Applicable Laws, and the applicable rules and policies of the Exchange (or any other stock exchange or market on which the Shares are listed), the Board may, by resolution, at any time:
3.1.2.1 delegate any of its powers, rights and obligations under Section 3.1 to any committee of the Board; and
3.1.2.2 amend or rescind the delegation of any of its rights, powers and obligations effected under Section 3.1.2.1.

3.2 Record Keeping

The Corporation will maintain a register in which will be recorded:

3.2.1 with respect to each Option granted to a Participant:
3.2.1.1 the name and address of the Participant;
3.2.1.2 the Grant Date;
3.2.1.3 the number of Shares issuable under the Option as of the Grant Date;
3.2.1.4 the Option Exercise Price;
3.2.1.5 any vesting conditions;
3.2.1.6 the number of Shares issued under the Option (and the dates of issuance); and
3.2.1.7 the Option Expiry Date; and

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3.2.2 the aggregate number of Shares subject to Options.

3.3 Adjustments to Options

3.3.1 If any material change in the outstanding Shares occurs by reason of any stock dividend, split, recapitalization, amalgamation, merger, consolidation, combination or exchange of Shares or other similar corporate change, the Board may make any proportionate adjustments to this Plan and any outstanding Options that the Board deems equitable and appropriate to reflect that change. Any adjustment, other than in connection with a security consolidation or security split, to Security Based Compensation granted or issued under a Security Based Compensation Arrangement must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.
3.3.2 No fractional Shares will be issued on the exercise of an Option. If, as a result of any adjustment as provided in this Section 3.3, a Participant would be entitled to a fractional Share, the Participant will have the right to purchase only the number of full Shares that is calculated under that adjustment, and no payment or other adjustment will be made with respect to that fractional Share.

3.4 Termination of the Plan

The Board may terminate this Plan at any time in its absolute discretion (without shareholder approval). If this Plan is terminated, no further Options will be granted but the Options then outstanding will continue in full force and effect in accordance with the provisions of this Plan, until the time they are exercised or terminated or expire under the terms of this Plan and the applicable Option Agreements.

3.5 General

The existence of any Option will not affect, in any way, the right or power of the Corporation to:

3.5.1 make or authorize any recapitalization, reorganization or other change in the Corporation’s capital structure or business;
3.5.2 participate in any amalgamation, combination, merger or consolidation;
3.5.3 create or issue any securities or change the rights and conditions attaching to any of its securities;
3.5.4 effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business; or
3.5.5 effect any other corporate act or proceeding, whether of similar character or otherwise.

3.6 Compliance with Applicable Laws

3.6.1 This Plan, the grant and exercise of Options, the Corporation’s obligation to issue Shares on the exercise of Options, and all other actions taken under this Plan will be subject to Applicable Laws, to the applicable rules and policies of the Exchange (or any other stock exchange or market on which the Shares are listed) and to any approvals by any

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Governmental Authority that, in the opinion of counsel to the Corporation, are necessary or advisable.

3.6.2 No Option will be granted and no Shares issued under this Plan if that grant or issue would require registration of this Plan or of Shares under the securities laws of any foreign jurisdiction. The Board shall not grant Options to residents of the United States unless such Options and the Shares issuable upon exercise thereof are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act. Any purported grant of any Option or issue of Shares under this Plan in violation of this Section 3.6.2 will be void.
3.6.3 All Security Based Compensation is subject to any applicable resale restrictions under securities laws and the Exchange Hold Period, where applicable. If the Exchange Hold Period is applicable, all Options and any Shares issued under Options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Options were granted. In addition, the Exchange Hold Period (commencing on the date the Options are granted) is required for Options granted to Insiders or Eligible Consultants or granted at any discount to the Market Price.

ARTICLE 4 TERMS OF OPTIONS

4.1 Grants

4.1.1 Subject to the provisions of this Plan, the Board will have the authority to grant Options to Eligible Persons, and to determine the terms and conditions applicable to the exercise of those Options, including, for each Option:
4.1.1.1 the number of Shares issuable under the Option;
4.1.1.2 the Option Exercise Price;
4.1.1.3 the Option Expiry Date;
4.1.1.4 the vesting conditions, if any;
4.1.1.5 the nature and duration of the restrictions, if any, to be imposed on the sale or other disposition of Shares acquired on the exercise of the Option; and
4.1.1.6 the events, if any, that could give rise to a termination or expiry of the Participant’s rights under the Option, and the period in which such a termination or expiry can occur.
4.1.2 Each Option must be confirmed by an Option Agreement executed by the Corporation and by the Participant to whom that Option is granted. Subject to specific variations approved by the Board in respect of any Option, those variations not to be inconsistent with the provisions of this Plan, all terms and conditions set out in this Plan will be incorporated by reference into and form part of each Option Agreement.

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4.1.3 If an Option is to be granted to an Eligible Employee or an Eligible Consultant, the Corporation and the Person to whom that Option is proposed to be granted are responsible for ensuring and confirming that the Person is an Eligible Employee or Eligible Consultant.

4.2 Multiple Grants

An Eligible Person may be granted Options on more than one occasion under this Plan and be granted separate Options on any one occasion.

4.3 Option Exercise Price

The Board will set the option exercise price (the “ Option Exercise Price ”) in respect of each Share issuable under an Option granted to a Participant. The Option Exercise Price will not be less than the fair market value of a Share on the Grant Date and, if the Shares are listed on the Exchange, will be subject to the minimum Option Exercise Price permitted by the Exchange provided that for U.S. Participants, regardless of the minimum Exercise Price permitted by the Exchange, the Option Exercise Price will not be less than the fair market value of a Share on the Grant Date. For the purposes of this Section 4.3, “ fair market value ” means:

4.3.1 if the Shares are listed on the Exchange, the last closing price of the Shares on the Exchange before the grant of the Option;
4.3.2 if the Shares are not then listed on the Exchange, but are listed on another stock exchange or market, the last closing price of the Shares on the stock exchange or market before the grant of the Option; or
4.3.3 if Sections 4.3.1 and 4.3.2 do not apply, the value of a Share determined by the Board, taking into account any considerations that it determines to be appropriate at the relevant time, and with respect to Options awarded to U.S. Participants, using valuation principles in accordance with Section 409A. .

4.4 Option Expiry Date

4.4.1 The Board will, on the Grant Date, set the option expiry date (the “ Option Expiry Date ”) of each Option granted to a Participant. The Option Expiry Date set under this Section 4.4 will be no later than ten years after the Grant Date, and will be subject to earlier expiry in accordance with Section 4.10 and Section 4.11, and later expiry in accordance with Section 4.7.

4.5 Vesting of Options

4.5.1 Subject to Section 4.5.3, and unless accelerated by the Board under Section 4.5.2 or Section 4.11, an Option will vest and become exercisable subject to the vesting schedule and other terms set out in the relevant Option Agreement.
4.5.2 Subject to Section 4.5.3, the Board may, at any time, accelerate the date on which any Option will vest and become exercisable.
4.5.3 An Option granted to an Investor Relations Participant will vest over a period of not less than 12 months from the Grant Date, and as to no more than 1/4 of the Shares issuable under the Option in any three-month period.

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4.6 Exercise of Options

4.6.1 An Option will be exercisable until 5:00 p.m. (Eastern time) on the Option Expiry Date, but only to the extent that it has vested and has not expired or been terminated.
4.6.2 Subject to the provisions of this Plan and the related Option Agreement, an Option may be exercised, in whole or in part, at any time by delivery to the Corporation of a written notice of exercise, substantially in the form of Schedule “A” to Exhibit “A” to this Plan, specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full of the Option Exercise Price of the Shares to be purchased. Payment of the Option Exercise Price must be made by cash, bank draft or certified cheque.

4.7 Blackout Periods

No Option may be exercised during a Blackout Period, if the Participant is then restricted from trading in Shares pursuant to any policy of the Corporation or Applicable Laws. If an Option Expiry Date set under Section 4.4 falls on a date within a Blackout Period or within nine Business Days following the expiration of a Blackout Period, the expiry date for that Option will be automatically extended, without any further act or formality, to that date that is the tenth Business Day after the end of the Blackout Period. This Section 4.7 will not extend any termination or expiry date determined under Section 4.10 or 4.11.

4.8 Amendments to Plan or Options

The Board may amend this Plan or any Option at any time, subject to the requirements of the Exchange (or any other stock exchange or market on which the Shares are listed), including any shareholder approval requirements, provided that:

4.8.1 if an amendment materially impairs an Option or is materially adverse to its holder, the amendment will not take effect in respect of that Option until the consent of the Participant holding the Option has been obtained; and
4.8.2 any reduction in the Option Exercise Price or the extension of the term of an Option held by an Insider is subject to the receipt of disinterested shareholder approval.

4.9 Withholding of Tax

4.9.1 The Corporation and any Subsidiary may take reasonable steps for the withholding of any taxes or other source deductions that it is required by Applicable Laws or the requirements of any Governmental Authority to remit in connection with this Plan, any Option or any issuance of Shares upon the exercise of an Option, including:
4.9.1.1 deducting and withholding the amount required to be remitted (the “ Remittance Amount ”) from any cash remuneration or any other amount payable to a Participant, whether or not related to the Plan, the exercise of any Options or the issue of any Shares;
4.9.1.2 permitting the Participant to make a cash payment to the Corporation equal to the Remittance Amount; or

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4.9.1.3 selling, or causing a broker engaged by the Corporation to sell, on behalf of any Participant, that number of Shares issued to the Participant pursuant to an exercise of Options, such that the amount received by the Corporation or Subsidiary from the proceeds of the sale will be sufficient to satisfy the obligation to remit the Remittance Amount (and to fund any commissions payable to the broker and other costs and expenses of the transaction).
4.9.2 Any Shares of a Participant that are sold by the Corporation, or by a broker engaged by the Corporation, to fund a Remittance Amount will be sold as soon as practicable, and, if applicable, in transactions effected on the Exchange on which the Shares are then listed for trading. In effecting the sale of any Shares, the Corporation or the broker will exercise its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Corporation nor the broker will be liable for any loss arising out of any sale of Shares, including any loss relating to the manner or timing of any sale, the prices at which the Shares are sold, or otherwise. In addition, neither the Corporation nor the broker will be liable for any loss arising from a delay in the issuance or sale of any Shares to a Participant. The sale price of Shares sold on behalf of Participants will fluctuate with the market price of the Shares and no assurance can be given that any particular price will be received upon any sale.

4.10 Termination of Employment or Service

4.10.1 Unless otherwise determined by the Board under Section 4.11 or otherwise specified in the relevant Option Agreement:
4.10.1.1 a Participant immediately ceases to be eligible to receive further grants of Options under this Plan as of the Termination Date or any earlier date determined under Section 4.10.5;
4.10.1.2 any unvested portion of any Option held by a Participant will immediately expire as of the Termination Date; and
4.10.1.3 any vested portion of any Option held by a Participant will expire on the earlier of the Option Expiry Date set by the Board under Section 4.4 (without including any extended expiry terms determined under Section 4.7) and:
- 4.10.1.3.1 in the case of termination of employment by the Corporation or a Subsidiary without cause, or the failure of a director of the Corporation standing for election to be re-elected, or the failure by the Corporation or a Subsidiary to renew a contract for services at the end of its term, the date that is 90 days after the Termination Date (whether or not that termination, non-reelection or non-renewal is lawful and whether or not it occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation or damages in lieu of that notice);
- 4.10.1.3.2 in the case of the death of the Participant, the date that is one year after the death;
- 4.10.1.3.3 in the case of the Disability or Retirement of the Participant, the date that is one year after the Termination Date; and

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4.10.1.3.4 in all other cases, the Termination Date,

(the date determined under Sections 4.10.1.3.1 to 4.10.1.3.4, the “ Early Expiry Date ”). For greater clarity, the Early Expiry Date will be determined without regard to any applicable notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages, damages for the failure to provide reasonable notice, period of salary continuation or of deemed employment or of deemed service, or any claim whatsoever by the Participant to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner).

4.10.2 Unless otherwise determined by the Board, Options will not be affected by any change of employment or provision of services within or among the Corporation or any Subsidiaries, so long as the Participant continues to be an Eligible Person.
4.10.3 The Early Expiry Date will be determined based on the first of the events described in Sections 4.10.1.3.1 to 4.10.1.3.4 to occur.
4.10.4 Options granted under this Plan are not part of a Participant’s regular employment or consulting compensation.
4.10.5 Unless otherwise determined by the Board, a Participant immediately ceases to be eligible to receive further grants of Options under this Plan effective as of the date that the Corporation or a Subsidiary first provides written notice to the Participant that their employment or service will terminate for any reason whatsoever, even if that written notice is delivered prior to the Termination Date (whether or not that termination is lawful and whether or not it occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation or damages in lieu of that notice); provided that, in the case of termination due to the voluntary resignation or voluntary termination by the Participant, that written notice may not be delivered earlier than the date notice of that voluntary resignation or termination was first given by that Participant.
4.10.6 No value will be attributed to any Options, or any potential grant of Options, as part of any calculation of a Participant’s notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages, damages for the failure to provide reasonable notice, or any claim whatsoever by the Participant to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner).

4.11 Change of Control

4.11.1 Despite any other provision of this Plan or any Option Agreement, in the event of an actual or potential Change of Control Transaction, the Board has the right, in its sole discretion and on the terms it sees fit, without any action or consent required on the part of any Participant, to deal with any Options (or any portion of any Options) in the manner it deems equitable and appropriate in the circumstances, including the right to:
4.11.1.1 determine that any Options (or any portion of any Options) will remain in full force and effect in accordance with their terms after the Change of Control Transaction;

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4.11.1.2 cause any Options (or any portion of any Options) to be converted or exchanged for options to acquire shares of another entity involved in the Change of Control Transaction, having the same value and terms and conditions as the Options;
4.11.1.3 accelerate the vesting of any unvested Options;
4.11.1.4 provide Participants with the right to surrender any Options (or any portion of any Options) for an amount per underlying Share equal to the positive difference, if any, between the fair market value of the Share on the date of surrender and the Option Exercise Price; and
4.11.1.5 accelerate the date by which any Options (or any portion of any Options) must be exercised.
4.11.2 The Corporation will use its best efforts to give the affected Participants written notice of any determination made by the Board under Section 4.11.1 at least 14 days before the effective date of the Change of Control Transaction.

4.12 Transferability

4.12.1 Subject to Section 4.12.2, the Options and all benefits and rights accruing to a Participant in accordance with the terms and conditions of this Plan are not directly or indirectly transferable and cannot be assigned, charged, pledged or hypothecated, or otherwise alienated, by a Participant, whether voluntarily, involuntarily, by operation of law or otherwise.
4.12.2 On a Participant’s death, vested Options, benefits and rights may pass by the Participant’s will or the laws of descent and distribution to the legal representative of the Participant’s estate or any other Person who acquires the Participant’s vested Options by bequest or inheritance. No transfer of a vested Option by will or by the laws of descent and distribution will be effective to bind the Corporation until the Corporation has been furnished with any evidence that the Corporation may deem necessary to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions of this Plan and the relevant Option Agreement.

4.13 Compliance with U.S. Securities Laws

Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable U.S. state corporate laws, U.S. federal and state securities laws, the Code, and the Applicable Laws of any jurisdiction in which Options are granted under the Plan, the terms attached hereto as Exhibit “B” shall apply to all such Options granted to residents of the State of California, until such time as the Board amends this Section 4.13 or Exhibit “B” or the Board otherwise provides.

ARTICLE 5 MISCELLANEOUS PROVISIONS

5.1 No Rights as Shareholder

The holder of an Option will not have any rights as a shareholder of the Corporation with respect to any of the Shares issuable on exercise of that Option until that holder has exercised that Option in accordance with the terms of this Plan and has been issued the Shares.

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5.2 No Employment Rights

Nothing in this Plan or any Option will confer on a Participant any right to continue in the employment or service of the Corporation or any Subsidiary or affect in any way the right of the Corporation or any Subsidiary to terminate the Participant’s employment or service at any time; nor will anything in this Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Subsidiary to extend the employment or service of any Participant beyond the date on which the Participant’s relationship with the Corporation or any Subsidiary would otherwise be terminated due to Retirement or pursuant to the provisions of any employment, consulting or other contract for services with the Corporation or any Subsidiary.

5.3 No Undertaking or Representation

The Participants, by participating in this Plan, will be deemed to have accepted all risks associated with acquiring Shares pursuant to this Plan. Each Participant acknowledges that the Shares are subject to, and may be required to be held indefinitely under, applicable securities laws. The Corporation and the Subsidiaries make no undertaking, representation, warranty or guarantee as to the future value or price, or as to the listing on any stock exchange or other market, of any Shares issued under this Plan, and will not be liable to any Participant for any loss resulting from that Participant’s participation in this Plan or as a result of the amendment, suspension or termination of this Plan or any Option in accordance with its terms. The Corporation’s exercise of its rights of amendment, suspension or termination of this Plan or any Option in accordance with its terms will not constitute (i) a breach of any Participant’s employment, consulting or other contract for services with the Corporation or any Subsidiary, or (ii) grounds for any Participant to claim constructive dismissal or constructive termination.

5.4 Notices

All written notices to be given by a Participant to the Corporation will be delivered personally or by registered mail, postage prepaid, to the registered office address of the Corporation.

Any notice given by a Participant pursuant to the terms of an Option will not be effective until actually received by the Corporation at the above address.

5.5 Further Assurances

Each Participant will, when requested to do so by the Corporation, sign and deliver all documents relating to the granting or exercise of Options deemed necessary or desirable by the Corporation. Each Participant will provide the Corporation with all information (including personal information) that is necessary for the administration of this Plan, and each Participant consents to the collection, use and disclosure of information by the Corporation necessary for the administration of this Plan.

5.6 Submission to Jurisdiction

Without prejudice to the ability of the Corporation or any Participant to enforce this Plan or any Option Agreement in any other proper jurisdiction, the Corporation and each Participant irrevocably and unconditionally submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity, arising from this Plan and each Option Agreement. To the extent permitted by Applicable Laws, the Corporation and each Participant:

5.6.1 irrevocably waives any objection, including any claim of inconvenient forum, that it may now or in the future have to the venue of any legal proceeding arising out of or relating to this 4883-2272-3822.6

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Plan or any Option Agreement in the courts of that Province, or that the subject matter of this Plan or any Option Agreement may not be enforced in those courts;

5.6.2 irrevocably agrees not to seek, and waives any right to, judicial review by any court that may be called on to enforce the judgment of the courts referred to in this Section 5.6, of the substantive merits of any suit, action or proceeding; and
5.6.3 to the extent the Corporation or any Participant has or may acquire any immunity from the jurisdiction of any court or from any legal process, whether through service or notice, attachment before judgment, attachment in aid of execution, execution or otherwise, with respect to itself or its property, that Person irrevocably waives that immunity in respect of its obligations under this Plan and any Option Agreement.

4883-2272-3822.6

EXHIBIT “A” TO STOCK OPTION PLAN

MATADOR TECHNOLOGIES INC. OPTION AGREEMENT

THIS AGREEMENT is dated as of  (Insert the Grant Date.) between Matador Technologies Inc. (the “ Corporation ”) and  (Insert the name of the Participant.) (the “ Participant ”) .

CONTEXT:

A. The Corporation has a stock option plan with an effective date of  (as it may be amended at any time in accordance with its terms, the “ Plan ”). A copy of the Plan in effect on the date of this agreement has been (or is concurrently being) provided to the Participant.
B. The board of directors of the Corporation has authorized the granting to the Participant of an option under the Plan, having the terms set out in this agreement (the “ Option ”).

THEREFORE , the parties agree as follows:

The Plan. The Participant agrees to be bound by the terms of the Plan (which may be amended). The terms and conditions of the Plan are deemed to be incorporated into and to form a part of this agreement. In the event of any inconsistency between the terms of the Plan and the terms of this agreement, the terms of the Plan will prevail.
Grant of Option. The Corporation grants, and the Participant accepts, the Option to purchase  common shares in the capital of the Corporation (the “ Shares ”).
Exercise Price. The exercise price under the Option is $  per Share.
Vesting. The Option will vest and become exercisable as follows:

Number of Shares Vesting Date



 

Exercise of Vested Option. The Option may be exercised, in whole or in part, at any time up to and including 5:00 p.m. (Eastern time) on  , but only to the extent that it has vested and has not expired or been terminated. To exercise the Option, in whole or in part, all conditions for exercise under the Plan must have been met, and the Participant must deliver to the Corporation a written notice of exercise, substantially in the form of Schedule “A” to this agreement, accompanied by payment in full of the exercise price of the Shares to be purchased. Payment of the exercise price must be made by cash, bank draft or certified cheque.
Effect of Termination. The expiry of the Option will be accelerated if the Participant ceases to be an Eligible Employee, Executive or Eligible Consultant (each as defined in the Plan), as set out in further detail in section 4.10 of the Plan.

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Participant initials

I have read, and I understand, section 6 above and section 4.10 of the Plan.

Withholding Taxes. The Corporation may take reasonable steps for the withholding of any taxes or other source deductions that it is required to remit in connection with the Option or any issuance of Shares upon the exercise of the Option, as described in more detail in the Plan.

Participant initials I have read, and I understand, section 7 above and section 4.9 of the Plan.

Transferability. The Participant will not, directly or indirectly, transfer or assign the Option, except as expressly permitted in the Plan.

Participant initials I have read, and I understand, section 8 above and section 4.12 of the Plan.

Rights of Participant. The Participant will not have any rights as a shareholder of the Corporation with respect to any of the Shares issuable on exercise of the Option until the Participant has exercised the Option in accordance with the terms of the Plan and has been issued the Shares. Nothing in the Plan or this agreement will confer on the Participant any right to continue in the employment or service of the Corporation or any Subsidiary (as defined in the Plan) or affect in any way the right of the Corporation or any Subsidiary to terminate the Participant’s employment or service at any time.

Participant initials

I have read, and I understand, section 9 above and sections 5.1 and 5.2 of ___ the Plan.

10. Participant Acknowledgement, Representation and Waiver.

Participant I understand that the Corporation is relying on my acknowledgement,

initials representation and waiver in this section 10 in granting the Option to me under this agreement.

Participant Before accepting this agreement, I have had the opportunity to receive

initials independent legal advice from my own counsel with respect to the terms of the Plan and this agreement, or have chosen not to do so in my own ___ discretion, and I understand the risks associated with acquiring Shares pursuant to the Plan.

Participant I represent that the provisions of the Plan and this agreement that impose

initials limitations and forfeiture consequences in relation to the termination for any reason whatsoever of my status as an Eligible Person have been ___ adequately brought to my attention, and I have read and understood them.

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Participant Accordingly, I waive irrevocably any right I may have to assert that the initials terms of the Plan and this agreement should not be binding on me because they were not brought to my attention, were not read by me, or
___ were not understood by me, despite my representation to the contrary, I did not in fact fully read and even if , before signing this agreement and understand the Plan and this agreement.
Participant I understand that there is no assurance that I will receive a grant of initials Options in the future, and that the Options granted hereunder have been issued in accordance with the Corporation’s policies, which may be amended from time to time.
U.S. Securities Restrictions. The Participant acknowledges and agrees that the Options and any Shares that may be issued by the Corporation pursuant to the exercise of the Options have not been registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or the securities laws of any state of the United States. The Options and the Shares may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom, and the Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Options or the Shares. The Participant further acknowledges and covenants that if it is a U.S. person, or was present in the United States at the time it was granted the Options or at the time it executed and delivered this Option Agreement, the U.S. Participant Supplement annexed hereto as Schedule “B” will be deemed to be incorporated by reference into and form a part of this Option Agreement. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act.
Enurement. This agreement enures to the benefit of and is binding upon the parties and their respective heirs, successors, assigns and representatives.
Governing Law. This agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province.
Time of Essence. Time is of the essence in all respects of this agreement.
Counterparts. This agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and those counterparts will together constitute one and the same instrument.
Electronic Signatures. Delivery of this agreement by facsimile, e-mail or other functionally equivalent electronic means of transmission constitutes valid and effective delivery.

Each of the parties has executed and delivered this agreement as of the date noted at the beginning of this agreement.

Matador Technologies Inc.

by:

Name: Title:

(Insert name of the Participant.)

4883-2272-3822.6

SCHEDULE “A” TO OPTION AGREEMENT

MATADOR TECHNOLOGIES INC. STOCK OPTION PLAN NOTICE OF EXERCISE

TO: Matador Technologies Inc. (the “ Corporation ”)

DATE:

RE: Stock Option Plan (the “ Plan

I refer to the option (the “ Option ”) granted to me under the Plan and evidenced by an option agreement dated ____, 20__, under which I was granted, subject to the terms of that option agreement, an option to subscribe for common shares in the capital of the Corporation (the “ Shares ”).

I subscribe for _ Shares under the Option at $__ per Share, payment for which in the aggregate amount of $_____ accompanies this subscription.

In connection with this exercise, the undersigned must mark one of Box A, Box B or Box C:

Box A The undersigned hereby certifies that (i) it did not acquire the Option in the United States (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or at a time when the undersigned was a "U.S. Person" (as that term is defined in the U.S. Securities Act) or acting for the account or benefit of a U.S. Person or a person in the United States, (ii) it is not in the United States or a U.S. Person, (iii) the Option is not being exercised for the account or benefit of a U.S. Person or a person in the United States, and (iv) this Notice of Exercise of Stock Options was not executed or delivered in the United States.

Box B The undersigned represents, warrants and certifies that it (a) acquired the Options directly from Corporation pursuant to the Option Agreement; (b) is exercising the Options solely for its own account; and (c) is an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended, on the date of exercise of the Options pursuant to this Notice of Exercise.

Box C An (i) exemption from registration under the U.S. Securities Act and all applicable state securities law is available for the issuance of common shares underlying this Option or (ii) the Options and common shares issuable on exercise of the Options have been registered under the U.S. Securities Act pursuant to a Form S-8 registration statement, and attached hereto is an opinion

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of counsel or other evidence to such effect, it being understood that any opinion of counsel or other evidence tendered in connection with the exercise of this Option must be in form and substance satisfactory to the Corporation.

Will you please cause those Shares to be registered as follows:

(Insert full name and address of purchaser including postal code.)

If I am a U.S. person, or was present in the United States at the time I was offered the Option or at the time I signed the option agreement, the U.S. Participant Supplement annexed to the option agreement as Schedule “B” will be deemed to be incorporated by reference into and form a part of this Notice of Exercise and I acknowledge and agree that the certificate representing the Shares will bear, in accordance with the terms of the U.S. Participant Supplement, a legend restricting transfer without registration under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) and applicable state securities laws unless an exemption from such registration is available. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act.

Signed,

(Signature)

(Name)

4883-2272-3822.6

SCHEDULE “B” TO OPTION AGREEMENT

MATADOR TECHNOLOGIES INC. STOCK OPTION PLAN U.S. PARTICIPANT SUPPLEMENT

If the Participant is a U.S. person, or was present in the United States at the time the Eligible Person was offered the Option or at the time the Participant executed the Option Agreement (the “ U.S. Optionholder ”), the U.S. Optionholder acknowledges and agrees that:

The Option and any Shares that may be issued by the Corporation in respect of vested Option pursuant to the Plan have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and the issuance hereby is being made pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Option is, and, upon issuance, the Shares will be, “restricted securities” as such term is defined in Rule 144 under the U.S. Securities Act, and, therefore may not be offered or sold by the U.S. Optionholder, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities laws or in compliance with an available exemption therefrom. The U.S. Optionholder understands that the certificate(s) representing the Option and any Shares issued in respect of vested Option pursuant to the Plan will contain a legend in respect of such restrictions as set out in Section 3 below.
The U.S. Optionholder understands that if the U.S. Optionholder decides to offer, sell or otherwise transfer any of the Options or the Shares, the U.S. Optionholder may not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:
a. the sale is to the Corporation;
b. the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“ Regulation S ”) and in compliance with applicable local laws and regulations;
c. the sale is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or
d. the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and the U.S. Optionholder has prior to such sale furnished to the Corporation an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Corporation.
The certificate(s) representing the Option and the Shares, if any, that are issued by the Corporation and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE SECURITIES REPRESENTED HEREBY [ for Options, add : AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ”U.S. SECURITIES ACT“) OR UNDER ANY STATE SECURITIES

4883-2272-3822.6

LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO MATADOR TECHNOLOGIES INC. (THE ”CORPORATION“), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION OR THE CORPORATION’S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE ”GOOD DELIVERY“ IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided, that if the Option or such Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation, substantially in the form attached as Exhibit I hereto (or in such other form as the Corporation or its transfer agent may prescribe from time to time) and, if requested by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; provided, further, that , if any Option or such Shares are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the Corporation and its registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

The certificate(s) representing the Option that are issued by the Corporation and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE OPTIONS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE OPTIONS REPRESENTED HEREBY MAY NOT BE EXERCISED IN THE UNITED STATES OR BY, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON OR A PERSON IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES LAWS AND APPLICABLE STATE SECURITIES LAWS. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT.”

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The U.S. Optionholder did not acquire the Option and will not be acquiring any Shares that may be issued by the Corporation as a result of general solicitation or general advertising as those terms are used in Regulation D under the U.S. Securities Act.
If the U.S. Optionholder is resident in the State of California on the effective date of the grant of the Option, then, in addition to the terms and conditions contained in the Plan and in this U.S. Participant Supplement, the undersigned acknowledges that the Corporation, as a reporting issuer under the securities legislation in certain Provinces of Canada, is required to publicly file with the securities regulators in those jurisdictions continuous disclosure documents, including audited annual financial statements and unaudited quarterly financial statements (collectively, the “ Financial Statements ”). Such filings are available on the System for Electronic Document Analysis and Retrieval (SEDAR), and documents filed on SEDAR may be viewed under the Corporation’s profile at the following website address: www.sedar.com. Copies of Financial Statements will be made available to the undersigned by the Corporation upon such U.S. Optionholder’s request.

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EXHIBIT I TO SCHEDULE “B” TO OPTION AGREEMENT

MATADOR TECHNOLOGIES INC. STOCK OPTION PLAN FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

TO: Matador Technologies Inc. (the “ Corporation ”) AND TO: Odyssey Transfer Inc.

The undersigned acknowledges that the undersigned’s sale of the __ of the Corporation represented by certificate or account number _______ to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and certifies that (a) the undersigned is either not an affiliate of the Corporation as that term is defined in Rule 405 of the U.S. Securities Act or is an affiliate as so defined solely by virtue of holding his position as an officer or director, (b) the offer of such common shares was not made to a person in the United States and either (i) at the time the buy order was originated, the buyer was outside the United States or the undersigned and any person acting on the undersigned’s behalf reasonably believed that the buyer was outside the United States or (ii) the transaction was executed in, on or through the facilities of a “designated offshore securities market” (as such term is defined in Regulation S under the U.S. Securities Act) and neither the undersigned nor any person acting on the undersigned’s behalf knows that the transaction has been prearranged with a buyer in the United States, (c) neither the undersigned nor any affiliate of the undersigned nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such common shares, (d) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the common shares are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (e) the undersigned does not intend to replace the common shares sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (f) the sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

Dated:

___ Name of Seller (Print) ___ Signature of Seller

Affirmation By Seller’s Broker-Dealer (required for sales in accordance with Section (b)(ii) above)

We have read the foregoing representations of our customer, ____ (the “Seller”) dated ________, with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market”, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Name of Firm

By: Authorized officer Date: ____

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EXHIBIT “B” TO STOCK OPTION PLAN

MATADOR TECHNOLOGIES INC. CALIFORNIA PARTICIPANT SUPPLEMENT

Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable U.S. state corporate laws, U.S. federal and state securities laws, the Code, and the applicable laws of any jurisdiction in which Options are granted under the Plan, the terms below shall apply to all such Options granted to residents of the State of California (the “ California Participants ”), until such time as the Board amends this Exhibit “B” or the Board otherwise provides. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.

(i) The term of each Option shall be stated in an Option Agreement between the Eligible Person and the Corporation, provided, however, that the term shall be no more than ten years from the date of grant thereof.
(ii) Unless determined otherwise by the Board, Options may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Eligible Person, only by the Eligible Person. If the Board makes an Option transferable, such Option may only be transferred (A) by will, (B) by the laws of descent and distribution, (C) to a revocable trust, or (D) as permitted by Rule 701 of the U.S. Securities Act.
(iii) Unless a California Participant’s employment is terminated for cause as defined by applicable law, the terms of the Plan or the Option Agreement, the right to exercise an Option awarded under the Plan in the event of termination of employment continues until the earlier of: (1) the expiration date set forth in the applicable Option Agreement, or (2) (A) if termination was caused by death or Permanent Disability, at least six months from the date of termination, and (B) if termination was caused other than by death or Permanent Disability, at least thirty days from the date of termination. For purposes of this Section (iii), “Permanent Disability” shall mean the inability of the California Participant, in the opinion of a qualified physician acceptable to the Corporation, to perform the major duties of the California Participant’s position with the Corporation because of the sickness or injury of the California Participant.
(iv) No Option shall be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the shareholders of the Corporation.
(v) In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spinoff, combination, repurchase, or exchange of Shares or other securities of the Corporation, or other change in the corporate structure of the Corporation affecting the Shares occurs, the Board, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding vested Option; provided, however, that the Board will make such adjustments to an Option required by Section 25102(o) of the California Corporations Code to the extent the Corporation is relying upon the exemption afforded thereby with respect to the Option.
(vi) The Corporation shall furnish summary financial information (audited or unaudited) of the Corporation’s financial condition and results of operations, consistent with the requirements of

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applicable law, at least annually to each Eligible Person in California during the period such Eligible Person has one or more Option outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Eligible Person owns such Shares; provided, however, the Corporation shall not be required to provide such information if (i) the issuance is limited to key Persons whose duties in connection with the Corporation assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the U.S. Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701 of the U.S. Securities Act.

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SCHEDULE "C"

( Attached )

MATADOR TECHNOLOGIES INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions : For the purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

(a) “ Act ” means the Business Corporations Act (Ontario), or its successor, as amended, from time to time;
(b) “ Affiliate ” means any corporation that is an affiliate of the Company as defined in National Instrument 45-106 – Prospectus and Registration Exemptions , as may be amended from time to time;
(c)
“ Board ” means the Board of Directors of the Company;
(d) “ Cause ” with respect to a Participant has the meaning set forth in the Participant’s employment agreement with the Company or one of its Affiliates or any reason which would be concluded by a court of competent jurisdiction to amount to just cause;
(e)
“ Change of Control ” means, in respect of the Company:
- (i) if, as a result of or in connection with the election of Directors, the people who were Directors (or who were entitled under a contractual arrangement to be Directors) of the Company before the election cease to constitute a majority of the Board, unless the Directors have been nominated by management or approved by a majority of the previously serving Directors;
- (ii) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert as a single control group or any affiliate (other than a wholly-owned subsidiary of the Company or in connection with a reorganization of the Company) or any one or more directors thereof hereafter “ beneficially owns ” (as defined in the Act) directly or indirectly, or acquires the right to exercise control or direction over, voting securities of the Company representing 50% or more of the then issued and outstanding voting securities of the Company, as the case may be, in any manner whatsoever;
- (iii) the occurrence of a transaction requiring approval of the Company’s shareholders whereby the Company is acquired through consolidation, merger, exchange of securities involving all of the Company’s voting securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than a short-form amalgamation of the Company or an exchange of securities with a wholly-owned subsidiary of the Company or a reorganization of the Company); or
- (iv) any sale, lease, exchange, or other disposition of all or substantially all of the assets of the Company other than in the ordinary course of business;
(f) “ Code ” means the United States Internal Revenue Code of 1986, as amended;
(g) “ Committee ” means the Board or, if the Board so determines in accordance with Section 2.03 of the Plan, the committee of the Board authorized to administer the Plan which includes any compensation committee of the Board;
(h) “ Company ” means Matador Technologies Inc., a corporation existing under the Act, and includes any successor corporation thereof;
(i) “ Director ” means a member of the Board or a member of the board of directors an Affiliate from time to time;
(j) “ Disability ” with respect to a Participant, has the meaning set forth in such Participant’s employment or consulting agreement with the Company or one of its Affiliates;
(k) “ Eligible Consultant ” means a person, other than an Eligible Employee, Officer, or Director of the Company or of a Related Entity of the Company, that:
(i) is engaged to provide services to the Company or a Related Entity of the Company, other than services provided in relation to a distribution;
(ii) provides the services under a written contract with the Company or a Related Entity of the Company, and
(iii) spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Related Entity of the Company;
(l) “ Eligible Employee ” means:
(i) an individual who is considered a bona fide employee of the Company or any of its subsidiaries under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);
(ii) an individual who works full-time for the Company or any of its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as a bona fide employee of the Company, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by a bona fide employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company but for whom income tax deductions are not made at source;
(m) “ Exchange ” means the TSX Venture Exchange or such duly recognized Canadian stock exchange on which the Shares are listed for trading;
(n) " Exchange Hold Period ” has the meaning ascribed to that phrase in Exchange Policy 1.1;
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(o) “ Fair Market Value ” means, at any date, the higher of: (i) weighted average price per share at which the Shares have traded on the Exchange during the last five (5) trading days prior to that date; and (ii) the closing price of the Shares on the Exchange on the date prior to the relevant date or, if the Shares are not then listed and posted for trading on any Exchange, then it shall be the fair market value per Share as determined by the Committee in its sole discretion; and for such purposes, the weighted average price per share at which the Shares have traded on the Exchange shall be calculated by dividing: (i) the aggregate sale price for all of the Shares traded on such stock exchange during the relevant five (5) trading days by (ii) the aggregate number of Shares traded on such stock exchange during the relevant five (5) trading days;
(p) “ Good Reason ” with respect to a Participant has the meaning set forth in the Participant’s employment agreement with the Company or one of its Affiliates, provided that with respect to U.S. Taxpayers such definition of Good Reason would be treated as an involuntary separation from service for purposes of Section 409A of the Code;
(q) “ Grant Date ” means the date that the Restricted Share Unit or Performance Share Unit is granted to a Participant under the Plan, as evidenced by the Grant Letter;

(r) “ Grant Letter ” means the letter to the Participant from the Company evidencing the grant of Restricted Share Units or Performance Share Units, the form of which is attached hereto as Schedule “A”;

(s) “ Insider ” has the meaning ascribed thereto in the Act;

(t) " Investor Relations Activities " shall have the meaning ascribed thereto in the policies of the Exchange;

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

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

(w) " Market Price ” has the meaning ascribed to that phrase in Exchange Policy 1.1;
(x)
" Officer " means an executive officer of the Company or an affiliate of the Company;
(y) “ Participant ” means each Eligible Employee, Officer, Director or Eligible Consultant to whom Restricted Share Units or Performance Share Units are granted hereunder;
(z) “ Participant’s Entitlement Date ” is defined in Section 3.03 and under no circumstances shall for U.S. Taxpayers, no later than March 15[th] of the calendar year immediately following the year in which such Participant’s Restricted Share Units or Performance Share Units become vested.

(aa) " Performance Criteria " means, in respect of a grant of a Performance Share Unit, such financial and/or personal performance criteria as may be determined by the Board in respect of a grant of Performance Share Units to any Participant. Performance Criteria may apply to the Company, a subsidiary of the Company, the Company and its subsidiaries as a whole, a business unit of the Company or group comprised of the Company and one or more subsidiaries, either individually, alternatively or in any combination, and measured either in total, incrementally or cumulatively over a

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specified Performance Period, on an absolute basis or relative to a pre-established target, to previous years' results, to a designated comparator group or based on such other performance criteria as may be determined by the Board.

(bb) " Performance Period " means, in respect of a grant of a Performance Share Unit, the particular designated time period(s) in respect of which the Performance Criteria are assessed and determined to be satisfied by the Board in order for such Performance Share Unit to become vested, as applicable.

(cc) " Performance Share Unit " means a Performance Share Unit granted to a Participant that is represented by a bookkeeping entry on the books of the Company, the value of which on any particular date shall be equal to the Market Price and which generally becomes vested, if at all, subject to the attainment of certain Performance Criteria and satisfaction of such other conditions to vesting, if any, as may be determined by the Board.

(dd) “ Performance Share Unit Award ” means an award of Performance Share Units under the Plan to a Participant;

(ee) “ Plan ” means this Performance and Restricted Share Unit Plan, as same may be amended from time to time;
(ff) " Policy " means the Exchange’s Corporate Finance Manual, including policies, forms and appendices, as amended from time to time;
(gg) “ Related Entity ” means a person that controls or is controlled by the Company or that is controlled by the same person that controls the Company;
(hh) “ Restricted Share Unit ” means a unit credited by means of an entry on the books of the Company to a Participant, representing the right to receive on the Participant’s Entitlement Date fully paid Shares, as set out in the Participant’s Grant Letter;
(ii) “ Restricted Share Unit Award ” means an award of Restricted Share Units under the Plan to a Participant;
(jj) “ Resignation ” in respect of an Eligible Employee or Officer, means the voluntary cessation of employment of the Participant with the Company or an Affiliate as a result of voluntary resignation;
(kk) “Security Based Compensation ” includes any deferred share unit, Restricted Share Unit, Performance Share Unit, Securities for Services, Stock Appreciation Right, Stock Option, Stock Purchase Plan, any security purchase from treasury by a Participant which is financially assisted by the Company by any means whatsoever, and any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Company from treasury to a Participant, including securities issued under Section 3.06, and for greater certainty, does not include: (a) arrangements which do not involve the issuance from treasury or potential issuance from treasury of securities of the Company; (b) arrangements under which Security Based Compensation is settled solely in cash and/or securities purchased on the secondary market; or (c) Shares for Services and Shares for Debt arrangements under Exchange Policy 4.3 – Shares for Debt that have been conditionally accepted by the Exchange prior to November 24, 2021;
(ll) “ Security Based Compensation Arrangement ” means any security-based incentive plan or compensation mechanism of the Company (other than this Plan) that involves the issuance or
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potential issuance of securities of the Company, including, for greater certainty, the Company's Stock Option Plan;

(mm) “ Securities for Services ” means an issuance of Shares, or Shares and share purchase warrants, pursuant to an agreement of the Company to pay for services to be provided to the Company in Shares, or Shares and share purchase warrants, rather than cash, and includes Shares for Service;
(nn) “ Shares for Debt ” has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt ;
(oo) “ Shares for Services ” has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt ;
(pp) “ Stock Appreciation Right ” means a right granted to a Participant by the Company as compensation for employment or consulting services or services as a Director or Officer, to receive cash and/or Shares of the Company based wholly or in part on appreciation in the trading price of the Company's publicly traded securities;
(qq) “ Stock Purchase Plan ” means the plan whereby the Company provides financial assistance or pursuant to which the Participant is allowed to purchase securities of the Company (often at a discount to Market Price), or pursuant to which the Participant is entitled to receive additional securities of the Company upon subscribing for a pre-established number of securities of the Company, which securities may be issued from the treasury of that Company or purchased on the secondary market;
(rr) “ Shares ” means the common shares in the capital of the Company, as adjusted in accordance with the provisions of Section 5.06 of this Plan;
(ss) “ Stock Option ” means a stock option granted to a Participant by the Company to acquire Shares of the Company;
(tt) “ Stock Option Plan ” means the Company's plan pursuant to which it may grant Stock Options;
(uu) “ subsidiary ” means, in respect of a person, a body corporate or other entity which is directly or indirectly controlled by such person. For such purposes, a person shall be deemed to control another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise; and

(vv) “ Termination ” means:

(i) in the case of an Eligible Employee or Officer, means the day on which the Eligible Employee’s or Officer's employment or engagement with the Company ceases following notification of termination of the employment or engagement of the Eligible Employee or Officer with or without Cause by the Company or an Affiliate or notification of termination of the employment or engagement of the Eligible Employee or Officer for Resignation with or without Good Reason. The Termination date specifically does not mean the date on which any period of notice which the Company or the Affiliate may be required to provide (or that may be claimed by) the Eligible Employee or Officer expires. For greater certainty, the Termination date will be determined without regard to whether or not the
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termination of the Eligible Employee or Officer was lawful and without regard to any applicable notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages for the failure to provide reasonable notice, period of salary continuation, period of deemed employment or deemed service, or any claim whatsoever by that Eligible Employee or Officer to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner);

(ii) in the case of an Eligible Consultant, the termination of the services of the Eligible Consultant by the Company or any Affiliate or the Eligible Consultant; and
(iii) in the case of a Director, the removal of or failure to re-elect or re-appoint the Director as a director of the Company or any Affiliate,

for greater certainty, in all cases, other than for death or disability of a Participant;

(ww) “ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(xx) “ U.S. Award Holder ” shall mean any holder of Restricted Share Unit Awards or Performance Share Unit Awards who is a “U.S. person” (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or who is holding or exercising Restricted Share Unit Awards or Performance Share Unit Awards in the United States; and

(yy) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

(zz) “ U.S. Taxpayer ” means a Participant who is a U.S. citizen or U.S. resident, in each case as defined in Section 7701(a)(3)(A) and Section 7701(b)(1)(A) of the Code, and any other Participant whose Restricted Share Units or Performance Share Units awarded under the Plan are subject to United States taxation under the Code.

Section 1.02 Headings : The headings of all articles, Sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

Section 1.03 Context, Construction : Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

Section 1.04 References to this Plan: The words “ herein ”, “ hereby ”, “ hereunder ”, “ hereof ” and similar expressions mean or refer to the Plan as a whole and not to any particular article, Section, paragraph or other part hereof.

Section 1.05 Canadian Funds : Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada. ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE PLAN

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Section 2.01 Purpose of the Plan : The Plan provides for the payment of bonuses to be satisfied by the issuance of Shares, for the purpose of advancing the interests of the Company and its Affiliates through the motivation, attraction and retention of Eligible Employees, Officers, Directors and Eligible Consultants and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Shares or Share equivalent by such persons, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to benefit from a proprietary interest in the Company. It is intended that the Plan not be treated as a “ salary deferral arrangement ” as defined by the Income Tax Act (Canada) by reason of paragraph (k) of section 248(1) thereof.

Section 2.02 Administration of the Plan : The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made in good faith. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Company.

Section 2.03 Delegation to Committee : All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Board comprised of not less than three Directors of the Company.

Section 2.04 Record Keeping: The Company shall maintain a register in which shall be recorded:

(a) the name and address of each Participant;
(b) the number of Restricted Share Units or Performance Share Units granted to each Participant; and
(c) the number of Shares (if any) issued to each Participant in settlement of fully vested Restricted Share Units or Performance Share Units.
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Section 2.05 Determination of Participants and Participation : The Committee shall from time to time determine the Participants who may participate in the Plan. The Committee shall from time to time determine the Participants to whom Restricted Share Units or Performance Share Units shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. Notwithstanding the foregoing, the Committee shall not grant Restricted Share Units or Performance Share Units to residents of the United States unless such Restricted Share Unit Awards or Performance Share Unit Awards and any Shares issuable upon settlement thereof are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

Section 2.06 Eligible Employee, Eligible Consultant or Management Company Employee : The Company is responsible for ensuring and confirming that, where applicable, the Participant is a bona fide Eligible Employee, Eligible Consultant or Management Company Employee, as the case may be.

Section 2.07 Maximum Number of Shares :

(a) Under no circumstances may the number of Shares issuable pursuant to Restricted Share Units or Performance Share Units together with Shares issuable under all Security Based Compensation Arrangements of the Company exceed 17,678,847 Shares.
(b) For purposes of determining the number of Shares that remain available for issuance under the Plan, the number of Shares underlying any grants of Restricted Share Units or Performance Share Units that are surrendered, forfeited, waived, repurchased by the Company and/or cancelled shall be added back to the Plan and again be available for future grant, whereas the number of Shares underlying any grants of Restricted Share Units or Performance Share Units that are issued shall not be available for future grant.
(c) The total number of Shares issuable as compensation to an Investor Relations Service Provider cannot exceed 1% of the outstanding number of Shares in any 12-month period.
(d) Notwithstanding anything in this Plan, while the Company is subject to the regulations of the Exchange, the following restrictions shall apply:
(i) the maximum aggregate number of Shares that are issuable pursuant to this Plan and pursuant to all other Security Based Compensation of the Company to Insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Shares at any point in time (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);
(ii) the maximum aggregate number of Shares granted or issued pursuant to this Plan and pursuant to all other Security Based Compensation of the Company in any 12 month period to Insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);
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(iii) the maximum aggregate number of Shares issuable pursuant to this Plan and all other Security Based Compensation of the Company, granted or issued in any 12 month period to any one Eligible Consultant must not exceed 2% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to the Eligible Consultant; and
(iv) the maximum aggregate number of Shares issuable pursuant to this Plan and all other Security Based Compensation Arrangements of the Company to any one person in any 12 month period must not exceed 5% of the aggregate number of issued and outstanding Shares, calculated as at the date any Restricted Share Unit or Performance Share Unit is granted to the person, unless the Company has obtained disinterested shareholder approval pursuant to the policies of the Exchange;; and
(v) the Company will not grant any Restricted Share Units or Performance Share Units to any Investor Relations Service Provider.

ARTICLE 3 RESTRICTED SHARE UNITS AND PERFORMANCE SHARE UNITS

Section 3.01 Plan : The Plan is hereby established for Eligible Employees, Officers, Directors and Eligible Consultants.

Section 3.02 Grant of Restricted Share Units and Performance Share Units : A Restricted Share Unit Award or Performance Share Unit Award granted to a particular Participant in a calendar year will be a bonus for services rendered by the Participant to the Company or an Affiliate, as the case may be, in the Company’s or Affiliate’s fiscal year ending in such year, as determined in the sole and absolute discretion of the Committee. The number of Restricted Share Units or Performance Share Units awarded will be credited to the Participant’s account, effective as of the Grant Date.

Section 3.03 Vesting : A Restricted Share Unit Award or Performance Share Unit Award granted to a Participant for services rendered will entitle the Participant, subject to the Participant’s satisfaction of any conditions (performance or otherwise), restrictions or limitations imposed under the Plan or Grant Letter, to receive one previously unissued Share for each Restricted Share Unit or Performance Share Unit, on the date when the Restricted Share Unit Award or Performance Share Unit Award is fully vested (the “ Participant’s Entitlement Date ”). Concurrent with the determination to grant Restricted Share Units or Performance Share Unit to a Participant, the Committee shall determine the vesting schedule applicable to such Restricted Share Units or Performance Share Unit (including any applicable Performance Criteria and Performance Period). With respect to Restricted Share Units or Performance Share Units of U.S. Taxpayers (i) the date on which a Restricted Share Unit or Performance Share Unit is vested is the date on which it is not, or is no longer, subject to a “substantial risk of forfeiture” as such term is applied under Section 409A of the Code, and (ii) settlement/payment with respect to Restricted Share Units or Performance Share Units of U.S Taxpayers will be no later than March 15[th] of the calendar year immediately following the year in which the Restricted Share Units or Performance Share Units become vested (i.e. no longer subject to a substantial risk of forfeiture). No Restricted Share Units or Performance Share Units may vest before the date that is one year following the date it is granted or issued, other than as set forth in Section 3.05 hereof.

Section 3.04 Allocation: The Company shall not grant or issue any Restricted Share Units or Performance Share Units unless and until they have been allocated to a particular person or persons.

Section 3.05 Termination of Participant :

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(a) Termination: Except as provided for in the Grant Letter or as determined by the Committee in its discretion, upon the Termination of the employment or services of the Participant, for any reason other than death, disability or Resignation for Good Reason, then, all unvested Restricted Share Units and Performance Share Units will be forfeited by the Participant, and be of no further force and effect, as of the date of Termination;
(b) Resignation for Good Reason: Except as provided for in the Grant Letter or as determined by the Committee in its discretion, provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant’s unvested Restricted Share Units and Performance Share Units shall vest in full upon the date of the Participant’s Resignation for Good Reason. The Shares underlying such vested Restricted Share Units and/or Performance Share Units credited to the Participant’s account shall be issued to the Participant as soon as practicable thereafter, provided, that (i) such issuance date shall in no event be later than the date which is one year following the Participant’s Resignation for Good Reason; and (ii) for a Participant who is a U.S. Taxpayer, the date of issuance shall not be later than March 15[th] of the calendar year immediately following the year in which the Restricted Share Units and/or Performance Share Units become vested, and provided further, that such Participant does not have a choice as to the taxable year of payment;
(c) Death: Provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant’s unvested Restricted Share Units and Performance Share Units will vest on the date of the Participant’s death. The Shares underlying the Restricted Share Units and Performance Share Units credited to the Participant’s account shall be issued to the Participant’s estate as soon as practicable thereafter, provided, that (i) such issuance date shall in no event be later than the date which is one year following the Participant's death; and (ii) for a Participant who is a U.S. Taxpayer, the date of issuance shall not be later than March 15[th] of the calendar year immediately following the year in which the Restricted Share Units and Performance Share Units become vested, and provided further, that such Participant’s estate does not have a choice as to the taxable year of payment.
(d) Disability: Provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant’s unvested Restricted Share Units and Performance Share Units shall vest in full within 90 days following the date on which the Participant is determined to be totally disabled in accordance with the Eligible Employee’s employment agreement, and the Shares underlying such Restricted Share Units and Performance Share Units credited to the Participant’s account shall be issued to the Participant as soon as practicable thereafter, provided, that (i) such issuance date shall in no event be later than the date which is one year following the date on which the Participant is determined to be totally disabled; and (ii) for a Participant who is a U.S. Taxpayer, the Restricted Share Units and Performance Share Units shall vest on the date on which the U.S. Taxpayer is determined to be disabled and such Restricted Share Units and Performance Share Units will be settled later than March 15[th] of the calendar year immediately following the year in which the Restricted Share Units and Performance Share Units become vested, and provided further, that such Participant does not have a choice as to the taxable year of payment; and
(e) If, within 12 months of a Change of Control the Company terminates the employment of the Participant for any reason other than just cause, then all Restricted Share Units and Performance Share Units outstanding shall immediately vest on the date of such termination notwithstanding any stated vesting period, and for a Participant who is a U.S. Taxpayer, such Restricted Share Units and Performance Share Units will be settled/paid no later than March 15[th] of the calendar year immediately following the year in which the Restricted Share Units and Performance Share Units become vested pursuant to this paragraph (e), unless a different time of payment would be
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permitted under Section 409A of the Code. In any event, upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Company with respect to the consideration that the Participants would be entitled to receive for their Shares.

Section 3.06 Redemption – Fully Paid Shares to the Participant : Subject to Section 3.07 and Section 4.01, the Company will satisfy its payment obligation on the Participant’s Entitlement Date, with the issue of fully paid Shares from treasury in accordance with Section 3.03, with the number of Shares issued to be net of any applicable taxes and other source deductions required to be withheld by the Company. No Participant who is resident in the United States may settle Restricted Share Units or Performance Share Units in Shares unless such Shares are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

Section 3.07 Grant Letter : Each grant of a Restricted Share Unit or Performance Share Unit under the Plan shall be evidenced by a Grant Letter to the Participant from the Company. Such Grant Letter shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Grant Letter. The provisions of the various Grant Letters issued under the Plan need not be identical. To the extent that there is any inconsistency between the Plan and the Grant Letter or any other communications, the Plan shall prevail.

Section 3.08 Payment of Dividends : Subject to the absolute discretion of the Committee, in the event that a dividend (other than a stock dividend) is declared and paid by the Company on Shares, the Committee may elect to grant each Participant additional Restricted Share Units or Performance Share Units as a bonus for services rendered in the year in which the dividend is declared. In such case, the number of additional Restricted Share Units or Performance Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Restricted Share Units or Performance Share Units in the Participant’s account had been Shares, divided by the Fair Market Value of a Share on the date on which dividend was paid by the Company. The additional Restricted Share Units or Performance Share Units awarded to a Participant under this Section 3.08 of this Plan will vest on the Participant’s Entitlement Date in respect of the particular Restricted Share Units or Performance Share Units to which the additional Restricted Share Units or Performance Share Units relate.

Section 3.09 Blackout : Unless otherwise determined by the Committee, in the event that any Participant’s Entitlement Date expires during, or within 48 hours after a self-imposed blackout period on the trading of securities of the Company, such expiry date shall be automatically extended until the date which is ten (10) business days after the expiry of the applicable blackout period.

Section 3.10 Necessary Approvals : The Plan has been approved by the shareholders of the Company.

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Section 3.11 Compliance with U . S. Securities Laws : Neither the Restricted Share Unit Awards or Performance Share Unit Awards granted hereunder nor the Shares which may be acquired pursuant to the settlement of such awards have been registered under the U.S. Securities Act or under any securities law of any state of the United States and are considered “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and any Shares issued to a U.S. Award Holder shall be affixed with an applicable restrictive legend as set forth in the Grant Letter. The Restricted Share Unit Awards or Performance Share Unit Awards may not be offered, sold pledged or otherwise transferred, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or pursuant to available exemptions therefrom, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Restricted Share Unit Awards or Performance Share Unit Awards granted hereunder or the Shares underlying such Restricted Share Unit Awards or Performance Share Unit Awards, which could result in such U.S. Award Holder not being able to dispose of any Shares directly issued by the Company upon settlement of the Restricted Share Unit Awards or Performance Share Unit Awards for a considerable length of time. Each U.S. Award Holder or anyone who becomes a U.S. Award Holder, who is granted a Restricted Share Unit Award or Performance Share Unit Award pursuant to this Plan in the United States, who is a resident of the United States or who is otherwise subject to the U.S. Securities Act or the securities laws of any state of the United States will be required to complete the Grant Letter which sets out the applicable United States restrictions.

ARTICLE 4 TAX MATTERS

Section 4.01 Withholding Taxes : The Company or its Affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Company or its Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any delivery of Shares under this Plan including, without limiting the generality of the foregoing, the withholding of the issue of Shares to be issued under the Plan, until such time as the Participant has paid the Company or an Affiliate of the Company for any amount which the Company and its Affiliates are required to withhold with respect to such taxes. For greater certainty, immediately upon delivery of any Shares, the Company shall have the right to require that a Participant sell a given number of Shares to an Affiliate of the Company or into the market, sufficient to cover any applicable withholding taxes and any other source deductions to be withheld by the Company in connection with payments made in satisfaction of the Participant’s vested Restricted Share Units or Performance Share Units.

Section 4.02 Code Section 409A :

(a) It is intended that the Restricted Share Units and Performance Share Units issued to U.S. Taxpayers will be exempt from Section 409A of the Code under Treasury Regulation Section 1.409A-1(b)(4) with settlement/payment required within the short term deferral period as provided in the Plan, and the Plan and Restricted Share Unit Awards/ or Performance Share Unit Awards and Grant Letters will be construed and administered accordingly. However in the event that the terms of a Restricted Share Unit Award, Performance Share Unit Award or Grant Letter contain provisions that would cause such Restricted Share Units or Performance Share Units to be deferred compensation subject to Section 409A of the Code, then the following provisions of this Section 4.02 intended to result in compliance with Section 409A of the Code will apply. However, in no event shall the Company or any Affiliate have any liability to any Participant for taxes, penalties, or interest that may be due as a result of the application of Code Section 409A to any Restricted Share Units Award or Performance Share Unit Award granted hereunder.
(b) If under this Plan, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.
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(c) A termination of employment for a Participant who is a United States taxpayer shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of amounts or benefits to a Participant upon or following a termination of employment unless such termination is also a “ separation from service ” within the meaning of Code Section 409A and, for purposes of any such provision of this Plan, references to a “ termination, ” “ termination of employment ” or like terms shall mean “ separation from service. ”
(d) Notwithstanding any other provision of the Plan to the contrary, if a Participant is a U.S. Taxpayer and deemed to be a “ specified employee ” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered “ non-qualified deferred compensation ” under Code Section 409A payable on account of a “ separation from service, ” such payment shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of such “ separation from service ” of the Participant, and (ii) the date of the Participant’s death (the “ Delay Period ”) to the extent required under Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 4.02(d) shall be paid to the Participant in a lump sum.
(e) If Restricted Share Units or Performance Share Units of a U.S. Taxpayer become payable upon a Change of Control, then with regard to any payment that is considered nonqualified deferred compensation, the Change of Control must also constitute a “ change in control event ” as set forth in Treas. Reg. §1.409A-3(i)(5)(i).

ARTICLE 5 GENERAL

Section 5.01 Effective Time of Plan: The Plan shall be effective on November 15, 2024.

Section 5.02 Amendment of Plan : The Board or the Committee, as the case may be, may terminate, discontinue or amend the Plan at any time, provided that, without the consent of a Participant, such termination, discontinuance or amendment may not in any manner adversely affect such Participant’s rights under any Restricted Share Unit or Performance Share Unit granted to such Participant under the Plan.

The Board or the Committee may, subject to receipt of requisite regulatory and shareholder approval, make the following amendments to the Plan or Restricted Share Units or Performance Share Units under the Plan:

(a) amendments to increase the number of Shares, other than by virtue of Section 5.06, which may be issued pursuant to the Plan;
(b) amendments to the definition of “ Participant ” under the Plan which would have the potential of narrowing, broadening or increasing Insider participation;
(c) amendments to cancel and reissue Restricted Share Units or Performance Share Units;
(d) amendments to this Section 5.02 of the Plan;
(e) amendments that extend the term of a Restricted Share Units or Performance Share Units;
(f) amendments to the participation limits in Section 2.08; or
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(g) amendments to Section 5.03 of the Plan that would permit Restricted Share Units or Performance Share Units, or any other right or interest of a Participant under the Plan, to be assigned or transferred, other than for normal estate settlement purposes.

The Board or the Committee may, subject to receipt of requisite regulatory approval (where required), but not subject to shareholder approval, in its sole discretion make all other amendments to the Plan or Restricted Share Units or Performance Share Units under the Plan that are not of the type contemplated above, including, without limitation:

(a) amendments of a housekeeping nature;
(b) amendments to the vesting provisions of a Restricted Share Unit, Performance Share Unit or the Plan;
(c) amendments to the definitions, other than such definitions noted above;
(d) amendments to reflect changes to applicable securities laws; and
(e) amendments to ensure that the Restricted Share Units or Performance Share Units granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant to whom a Restricted Share Unit or Performance Share Unit has been granted may from time to time be a resident, citizen or otherwise subject to tax therein.

Any amendment of this Plan shall be such that this Plan will not be considered a “ salary deferral arrangement ” as defined in subsection 248(1) of Income Tax Act (Canada) or any successor provision thereto, by reason of the Plan continuously meeting the requirements under the exception in paragraph (k) of that definition and with respect to U.S. Taxpayers, any amendment of this Plan or outstanding Restricted Share Units or Performance Share Units shall be undertaken in a manner that does result in adverse tax consequences under Section 409A of the Code.

Section 5.03 Non-Assignable : Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Restricted Share Unit or Performance Share Unit and no other right or interest of a Participant is assignable or transferable, and any such assignment or transfer in violation of this Plan shall be null and void.

Section 5.04 Rights as a Shareholder : No holder of any Restricted Share Units or Performance Share Units shall have any rights as a shareholder of the Company prior to the actual receipt of Shares pursuant to Section 3.03. Subject to Section 5.06, no holder of any Restricted Share Units or Performance Share Units shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for shareholders of the Company for which the record date is prior to the date on which the Participant becomes the record owner of such Shares pursuant to Section 3.03.

Section 5.05 No Contract of Employment : Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Company or its Affiliates nor interfere or be deemed to interfere in any way with any right of the Company or its Affiliates to discharge any Participant at any time for any reason whatsoever, with or without just cause. Participation in the Plan by a Participant shall be voluntary.

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Section 5.06 Adjustment in Number of Shares Subject to the Plan : In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made by the Committee, in:

(a) the number of Shares available under the Plan; and
(b) the number of Shares subject to any Restricted Share Units or Performance Share Units.

If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan. Notwithstanding any other provision hereof, any adjustment pursuant to this Section 5.06 other than in connection with a consolidation or subdivision, shall be subject to the prior approval of the Exchange.

However, if there is an increase in the number of Shares outstanding for any reason other than by reason of a stock dividend, consolidation, subdivision or reclassification as described above (for example, as a result of a private placement of Shares or the issuance of Shares in connection with the acquisition of an asset) there will be no adjustment to the number of Shares that a Participant will receive under his or her Grant Letter award and no adjustment to the number of Shares available under the Plan.

Section 5.07 Unfunded Plan : The Plan shall be unfunded. The Company’s obligations hereunder shall (unless otherwise determined by the Committee) constitute a general, unsecured obligation, payable solely out of its general assets, and no holder of any Restricted Share Units or Performance Share Units or other person shall have any right to any specific assets of the Company. Neither the Company nor the Committee shall be required to segregate any assets that may at any time be represented by the amounts credited with respect to Restricted Share Units or Performance Share Units hereunder. Neither the Company nor the Committee shall be deemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No liability or obligation of the Company pursuant to the Plan shall be deemed to be secured by any pledge of, or encumbrance on, any property of the Company or any Affiliate.

Section 5.08 Resale Restrictions : All Security Based Compensation is subject to any applicable resale restrictions under securities laws and the Exchange Hold Period, where applicable. If the Exchange Hold Period is applicable, all Restricted Share Units, Performance Share Units and any Shares issued under Restricted Share Units or Performance Share Units vested prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Restricted Share Units or Performance Share Units were granted. In addition, the Exchange Hold Period (commencing on the date the Restricted Share Units or Performance Share Units are granted) is required for Restricted Share Units or Performance Share Units granted to Insiders or Eligible Consultants or granted at any discount to the Market Price.

Section 5.09 No Representation or Warranty : The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan. No amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no additional Restricted Share Units or Performance Share Units will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Section 5.10 Compliance with Applicable Law : If any provision of the Plan or any Restricted Share Unit or Performance Share Units contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

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Section 5.11 Interpretation: This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario.

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SCHEDULE “A” Form of Grant Letter

[Date]

PERSONAL & CONFIDENTIAL

Dear ●:

The Company’s Performance and Restricted Share Unit Plan (the “ Plan ”) permits the Board, or a committee of the Board which administers the Plan, to grant performance and/or restricted share unit awards to directors, consultants and full-time employees and officers of the Company or an affiliate in a calendar year as a bonus for services rendered to the Company or an affiliate in the fiscal year ending in such calendar year, as determined in the sole and absolute discretion of the Board or such committee. The number of [restricted share units (“RSUs”)/performance share units ("PSUs")] awarded will be credited to your account effective on the grant date of the [RSUs/PSUs] (the “ Grant Date ”), subject to the terms of the Plan and as provided herein.

In recognition of your contribution to the Company, the Board is pleased to grant to you the [RSUs/PSUs] on the terms set forth below and subject to the Plan.

This letter and the Plan are referred to collectively below as the “ Unit Documents ”. All capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Plan.

The total number of [RSUs/PSUs] granted to you is ●, which [RSUs/PSUs] shall be fully vested as follows [NTD: Criteria to be added] .

You shall receive in respect of each [RSUs/PSUs] held by you, one fully-paid common share in the capital of the Company (the “ Shares ”), without payment of additional consideration and without any further action on your part.

Nothing in the Unit Documents will affect our right to terminate your services, responsibilities, duties and authority at any time for any reason whatsoever. The treatment of your [RSUs/PSUs] upon termination or other events is detailed herein and in the Plan.

No [RSUs/PSUs] and no other right or interest of a Participant hereunder is assignable or transferable.

You acknowledge and agree that the [RSUs/PSUs] and any Shares that may be issued by the Company pursuant to the settlement of the [RSUs/PSUs] have not been registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or the securities laws of any state of the United States. The [RSUs/PSUs] and the Shares that may be issued by the Company pursuant to the settlement of the [RSUs/PSUs] may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the [RSUs/PSUs] or the Shares.

You further acknowledge and covenant that if you are a U.S. person, or were present in the United States at the time you were offered the [RSUs/PSUs] or at the time you executed and delivered this letter, the U.S. Award Holder Supplement annexed as Schedule “B” to the Plan will be deemed to be incorporated by reference into and form a part of this letter. “ U.S. person ” and “ United States ” are as defined in Regulation S under the U.S. Securities Act.

Please acknowledge acceptance of your [RSUs/PSUs] on these terms by signing where indicated below on the enclosed copy of this letter and returning the signed copy to the Company to the attention of Chief Financial Officer. By signing and delivering this copy, you are acknowledging receipt of a copy of the Plan and are agreeing to be bound by all of the terms of the Unit Documents.

Yours truly,

MATADOR TECHNOLOGIES INC.

by: Name: Title:

4880-2158-5902.7

I have read and agree to be bound by this letter and the Plan.

Eligible I understand that the Company is relying on my acknowledgement,

Participant representation and waiver in granting the award to me under the Initials Plan. ____

Eligible I have had the opportunity to receive independent legal advice from

Participant my own counsel with respect to the terms of the Plan and this letter, Initials or have chosen not to do so in my own discretion. ____

Eligible I represent that the provisions of the Plan (particularly Section 3.04,

Participant as applicable), that impose limitations and forfeiture consequences Initials in relation to the cessation for any reason whatsoever of my ____ employment or service to the Company or any Affiliate have been adequately brought to my attention, and I have read and understood them. For greater certainty, I acknowledge that the [RSUs/PSUs] granted to me may be terminated in the event that I cease to be an employee of the Company.

Eligible Accordingly, I waive irrevocably any right I may have to assert that

Participant the terms of the Plan and this letter should not be binding on me Initials because they were not brought to my attention, were not read by me, ____ or were not understood by me, even if, before signing this letter and despite my representation to the contrary, I did not in fact fully read and understand the Plan and this letter.

Eligible I understand that there is no assurance that I will receive a grant of

Participant [RSUs/PSUs] in the future, and that the [RSUs/PSUs] granted Initials hereunder have been issued in accordance with the Company’s ____ policies, which may be amended from time to time.

[Name]

4880-2158-5902.7

SCHEDULE “B” U.S. AWARD HOLDER SUPPLEMENT

If the Participant is a U.S. person, or was present in the United States at the time the Participant was offered the Restricted Stock Unit Award and/or Performance Share Unit Award or at the time the Participant executed and delivered the Restricted Stock Unit Grant Letter and/or Performance Share Unit Grant Letter (the “ U.S. Award Holder ”), the U.S. Award Holder acknowledges and agrees that:

The Restricted Stock Unit Award and/or Performance Share Unit Award and any Shares that may be issued by the Company in respect of vested Restricted Stock Unit Award and/or Performance Share Unit Award pursuant to the Plan have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and the issuance hereby is being made pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Restricted Stock Unit Award and/or Performance Share Unit Award are, and, upon issuance, the Shares will be, “restricted securities” as such term is defined in Rule 144 under the U.S. Securities Act, and, therefore may not be offered or sold by the U.S. Award Holder, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities laws or in compliance with an available exemption therefrom. The U.S. Award Holder understands that the certificate(s) representing the Restricted Stock Unit Award and/or Performance Share Unit Award and any Shares issued in respect of vested Restricted Stock Unit Award and/or Performance Share Unit Award pursuant to the Plan will contain a legend in respect of such restrictions as set out in Section 3 below.
The U.S. Award Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act.
The U.S. Award Holder understands that if the U.S. Award Holder decides to offer, sell or otherwise transfer any of the Restricted Stock Unit Awards and/or Performance Share Unit Awards or the Shares, the U.S. Award Holder may not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:
a. the sale is to the Company;
b. the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;
c. the sale is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or
d. the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and the U.S. Award Holder has prior to such sale furnished to the Company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company.
The certificate(s) representing the Restricted Stock Unit Awards and/or Performance Share Unit Awards and the Shares, if any, that are directly issued by the Company and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE SECURITIES REPRESENTED HEREBY [ for Restricted Stock Unit Awards and/or Performance Share Unit Awards, add : AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER

4880-2158-5902.7

THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO MATADOR TECHNOLOGIES INC. (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION OR THE CORPORATION’S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided, that if the Restricted Stock Unit Award and/or Performance Share Unit Award or such Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“ Regulation S ”), the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, substantially in the form attached as Exhibit I hereto (or in such other form as the Company or its transfer agent may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Restricted Stock Unit Award and/or Performance Share Unit Award or such Shares are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the Company and its registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

The U.S. Award Holder did not acquire the Restricted Stock Unit Award and/or Performance Share Unit Award and will not be acquiring any Shares that may be issued by the Company as a result of any form of directed selling efforts (as such term is defined in Rule 902(c) of Regulation S under the U.S. Securities Act) or any form of general solicitation or general advertising as those terms are used in Regulation D under the U.S. Securities Act.
5 -

4880-2158-5902.7

EXHIBIT I TO SCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

TO: Matador Technologies Inc. (the “ Corporation ”) AND TO: Odyssey Transfer Inc.

Dated:

Name of Seller (Print) _____ Signature of Seller

Affirmation By Seller’s Broker-Dealer (required for sales in accordance with Section (b)(ii) above)

Name of Firm

By: Authorized officer

Date: ____

4880-2158-5902.7

AI assistant

Matador Technologies — Proxy Solicitation & Information Statement 2024

48411_rns_2024-10-25_40e756a6-07d9-47c6-8577-dd6ccd51633f.pdf

SCALING CAPITAL 1 CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

DATED OCTOBER 16, 2024

SCALING CAPITAL 1 CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 15, 2024

IMPORTANT

Dissent Rights

SCALING CAPITAL 1 CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL

PROXY RELATED INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Voting of Proxies

Advice to Beneficial Shareholders on Voting Their Common Shares

Exercise of Discretion with Respect to Proxies

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights and Record Date

Principal Holders of Common Shares

Notes:

Quorum

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

QUALIFYING TRANSACTION

MATTERS TO BE CONSIDERED AT THE MEETING

1. Fixing the Number of Directors

2. Election of Directors

Note:

Biographical Information

Deven Soni

Donato Sferra

Tyler Evans

Directorships

Cease Trade Orders

Bankruptcy

Personal Bankruptcy

Penalties and Sanctions

3. Appointment of Auditor

4. Change of the Name of the Corporation

5. Approval of Proposed Consolidation

Effect of Consolidation

Effect on Non-Registered Shareholders

Fractional Shares

No Dissent Rights

Consolidation Approval

6. The Continuance

Reasons for the Continuance

Procedure to Effect Continuance

Effects of the Continuance

General

Articles of Continuance

Authorized Capital

Number of Directors

Certain Corporate Differences between the ABCA and the OBCA

Charter Documents

Rights of Dissent

Record Date for Notice of and Voting at Shareholders' Meetings

Place of Shareholders' Meetings

Quorum for Shareholders' Meetings

Share Capital

Residency of Directors

Number of Directors

Cumulative Voting

Removal of Directors

Right to Dissent to the Continuance Resolution

Board Recommendation and Resolution

7. Approval of Stock Option Plan

8. Approval of Performance and Restricted Share Unit Plan

9. Other Business

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Oversight and Description of Director and Named Executive Officers Compensation

Pension Plan Benefits

Matador Technologies Proxy Solicitation & Information Statement 2024