Mayfair Acquisition Corporation — Proxy Solicitation & Information Statement 2026

Apr 9, 2026

MAYFAIR ACQUISITION CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

MEETING TO BE HELD ON MAY 1, 2026

DATED MARCH 27, 2026

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MAYFAIR ACQUISITION CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the shareholders of Mayfair Acquisition Corp. (the “Company”) will be held at Suite 2500, 700 W Georgia Street, Vancouver, BC V7Y 1B3 on Friday, May 1, 2026 at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

(a) To receive and consider the audited financial statements of the Company for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 and the reports of the auditor thereon.

(b) To set the number of directors at three (3).

(c) To elect the directors for the ensuing year.

(d) To reappoint Davidson & Company LLP, Chartered Professional Accountants, as auditor for the Company for the ensuing year at a remuneration to be fixed by the directors.

(e) To consider and, if deemed appropriate, to pass an ordinary resolution to re-approve the stock option plan of the Company.

(f) To transact such other business as may be properly transacted at such Meeting or at any adjournment thereof.

The record date for the Meeting is March 18, 2026. The record date is the date for the determination of the shareholders entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made part of, this Notice of Meeting.

Shareholders of the Company are entitled to vote at the Meeting either in person or by proxy. If you are a registered shareholder of the Company and are unable to attend the Meeting in person, please read the notes attached to the accompanying Instrument of Proxy (the “Proxy”) and, complete, date, and sign the Proxy, then return the Proxy to the Company’s transfer agent, TSX Trust Company (the “Transfer Agent”), Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or follow the procedures for voting provided in the Proxy, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date and time of the Meeting or any adjournment thereof.

If you have questions or require assistance with voting, please contact the Transfer Agent by email at tsxtis@tmx.com or call 1-866-600-5869.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “Intermediary”) please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at the City of Vancouver, in the Province of British Columbia, as of the 27th day of March, 2026

BY ORDER OF THE BOARD OF DIRECTORS

“Charles Walensky”

Charles Walensky
CEO

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TABLE OF CONTENTS

PART ONE – VOTING INFORMATION

1
- SOLICITATION OF PROXIES ... 1
- APPOINTMENT AND REVOCATION OF PROXIES ... 1
- VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES ... 1
- RECORD DATE AND QUORUM ... 3
- VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF ... 3

PART TWO – BUSINESS OF MEETING

3
- FINANCIAL STATEMENTS ... 3
- FIXING THE NUMBER OF DIRECTORS ... 3
- ELECTION OF DIRECTORS ... 4
- INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT ... 4
- RE-APPOINTMENT AND REMUNERATION OF AUDITOR ... 6
- RE-APPROVAL OF STOCK OPTION PLAN ... 6

PART THREE – EXECUTIVE COMPENSATION

8
- STATEMENT OF EXECUTIVE COMPENSATION ... 8

PART FOUR – OTHER INFORMATION

11
- SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ... 11
- INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 12
- INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 12
- INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 13
- MANAGEMENT CONTRACTS ... 13
- CORPORATE GOVERNANCE ... 13
- AUDIT COMMITTEE DISCLOSURE ... 14
- OTHER MATTERS ... 14
- ADDITIONAL INFORMATION ... 14
- DIRECTOR APPROVAL ... 14

SCHEDULE “A” – AUDIT COMMITTEE DISCLOSURE

A-1

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MAYFAIR ACQUISITION CORP.

MANAGEMENT INFORMATION CIRCULAR

INFORMATION PROVIDED AS AT MARCH 27, 2026, UNLESS OTHERWISE INDICATED, FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 2026.

PART ONE – VOTING INFORMATION

SOLICITATION OF PROXIES

This Management Information Circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by management of Mayfair Acquisition Corp. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of the shareholders (each, a “Shareholder”) of the Company, to be held on May 1, 2026 and any adjournment thereof at the time and place and for the purposes set forth in the Notice of Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY ARE DIRECTORS, OFFICERS OR LEGAL COUNSEL OF THE COMPANY. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING MAY DO SO, EITHER BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE DESIRED PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND IN EITHER CASE DELIVERING THE COMPLETED PROXY TO THE COMPANY’S TRANSFER AGENT, TSX TRUST COMPANY, SUITE 301, 100 ADELAIDE STREET WEST, TORONTO, ONTARIO, M5H 4H1, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME FOR HOLDING THE MEETING, OR ANY ADJOURNMENT THEREOF.

The form of proxy (the “Proxy”) must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the office of the Company’s registrar and transfer agent, TSX Trust Company (the “Transfer Agent”), Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

General

On any poll, the persons named in the enclosed Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxyholder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The enclosed Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a “special resolution”, in which case a majority of not less

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than 66 2/3% of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested shareholder approval, common shares of the Company (each, a “Common Share”) held by Shareholders of the Company who are also “insiders”, as such term is defined under applicable securities laws, and who have an interest in the outcome of the resolution, will be excluded from the count of votes cast on such motion.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of the Shareholders do not hold their Common Shares in their own name. Shareholders holding their Common Shares through their brokers, intermediaries, trustees or other parties, or otherwise not holding their Common Shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders appearing on the records maintained by the Company’s Transfer Agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares, in all likelihood, will not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Regulatory policies require brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by the Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form requesting such voting instructions (a “VIF”) supplied to the Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Proxy provided directly to the registered shareholders by the Company, however, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“Broadridge”) in Canada. Broadridge typically prepares a machine-readable VIF, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge (by way of mail, the Internet or telephone). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder cannot use a VIF to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) or other third party, as applicable, in accordance with the instructions on the VIF well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a Shareholder and vote 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 contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.

These securityholder materials are being sent to both registered Shareholders and non-registered Shareholders. If you are a non-registered Shareholders and the Company or the Transfer Agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

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There are two kinds of beneficial shareholders, those who object to their name being made known to the issuers of securities which they own (“OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“NOBOs” for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101 (“NI 54-101”) issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs.

In accordance with the provisions of NI 54-101, the Company has elected not to pay for mailing to OBOs. As a result, OBOs will only receive paper copies of proxy-related materials if the OBO’s intermediary assumes the costs of delivery.

If you have questions or require assistance with voting, please contact the Transfer Agent by email at tsxtis@tmx.com or call 1-866-600-5869.

RECORD DATE AND QUORUM

The board of directors (the “Board”) of the Company has fixed the record date for the Meeting as the close of business on March 18, 2026 (the “Record Date”). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting.

Under the Articles of the Company, the quorum for the transaction of business at a meeting of Shareholders is two (2) persons who are, or who represent by proxy, Shareholders holding, in the aggregate, at least five percent (5%) of the Common Shares entitled to be voted at the Meeting.

VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of Common Shares. On the Record Date, there were 8,136,668 Common Shares issued and outstanding, each share carrying the right to one vote. The Company has no other classes of voting shares.

To the knowledge of the Board and senior officers of the Company, as of the Record Date, there are no persons or corporations that beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than ten percent (10%) of the voting rights attached to all outstanding Common Shares of the Company.

PART TWO – BUSINESS OF MEETING

FINANCIAL STATEMENTS

The audited financial statements of the Company as at and for the years ended December 31, 2025, 2024 and 2023, together with the auditor’s reports thereon, will be presented to Shareholders at the Meeting. The audited financial statements of the Company as at and for the years ended December 31, 2024 and 2023 and accompanying management discussion and analysis (“MD&A”) are currently available on the Company’s profile on SEDAR+ at www.sedarplus.ca. The audited financial statements of the Company as at and for the year ended December 31, 2025 and accompanying MD&A will be complete prior to the date of the Meeting and will be made available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

Copies of the Notice of Meeting, Request for Financial Statements, Form of Proxy and this Information Circular are available on the Company’s profile on SEDAR+ at www.sedarplus.ca or at the Company’s registered and records office at Suite 2500, 700 West Georgia Street, Vancouver, BC V7Y 1B3.

FIXING THE NUMBER OF DIRECTORS

Shareholder approval will be sought at the Meeting to fix the number of directors of the Company at three (3).

The Board recommends voting FOR the fixing of the number of directors of the Company at three (3). Unless contrary instructions are indicated on the Proxy or the VIF, the persons designated in the accompanying Proxy or VIF intend to vote FOR the resolution fixing the number of directors of the Company at three (3).

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ELECTION OF DIRECTORS

If the above resolution to fix the number of directors at three (3) is passed, then three (3) directors will be elected at the Meeting. Management is nominating three (3) individuals to stand for election as set forth below.

Each director of the Company is elected annually and holds office until the next annual general meeting of Shareholders, or until his successor is duly elected, or until his resignation as a director. In the absence of express instructions to the contrary, the Common Shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

The Board recommends voting FOR the election of the three (3) director nominees submitted by management. Unless contrary instructions are indicated on the Proxy or the VIF, the persons designated in the accompanying Proxy or VIF intend to vote FOR the election of the three (3) director nominees submitted by management.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by management of the Company for election as a director, the province or state and country in which each person is ordinarily resident, the positions and offices which each presently holds with the Company, the respective principal occupations or employment during the past five years, the period of time for which each person has been a director of the Company, and the number of Common Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular.

Each director elected will hold office until the next annual general meeting unless his office is earlier vacated in accordance with the Articles of the Company and the Business Corporations Act (British Columbia) or unless he becomes disqualified to act as a director.

Name, Position(s) Presently Held and Residence	Principal Occupation for Previous Five Years	Date First Became a Director	Approximate Number of Voting Securities (1)
Charles Walensky (2)
Director and CEO
Minnesota, U.S.A.	President and Chief Executive Officer of CW+Co International LLC (October 2013 – Present)	May 5, 2021	766,667
Peter Shaerf (2)
Director
New York, U.S.A.	Director and Chairman of Kalon Acquisition Corp. (June 2020 – Present); Managing Director of AMA Capital Partners (March 2002 – Present)	May 5, 2021	666,667

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Name, Position(s) Presently Held and Residence	Principal Occupation for Previous Five Years	Date First Became a Director	Approximate Number of Voting Securities (1)
Mark Tommasi (2)
Director
British Columbia, Canada	Independent Businessman, President of Mountain Top Advisory Services Ltd. (June 2001 – present); Director of Kua Investments Inc. (July 2021 – Present); President of Canary Gold Corp. (November 2024 – Present); Director and Interim Chief Executive Officer of Agereh Technologies Inc (formerly Carbeeza Inc.) (March 18, 2025 – July 25, 2025); Director (June 2022 – Present) and Chief Executive Officer (November 2023 – December 7, 2024) of Ironman International Ltd.; Chief Executive Officer and Corporate Secretary of Azincourt Energy Corp. (March 18, 2026 – Present); Director and Interim Chief Executive Officer of CopperEx Resources Corp. (March 23, 2026 – Present)	March 20, 2026	Nil

Notes:
(1) Voting securities beneficially owned, directly or indirectly, or over which control or direction is exercised as at the Record Date.
(2) Member of the audit committee.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Mark Tommasi was a director of XRAplied Technologies Inc. (“XRA”) when in December 2021, a cease trade order was issued with respect to XRA for its failure to file its annual financial statements and accompanying MD&A for the year ended July 31, 2021. The late filing was due to delays in obtaining necessary financial information from XRA’s newly acquired French subsidiary. The cease trade order was rescinded after XRA filed the aforementioned financial statements and accompanying MD&A. XRA resumed trading its common shares on the Canadian Stock Exchange on February 7, 2022.

Except as disclosed above, no proposed director:

(a) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity:

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

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instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

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

To the knowledge of the Company, none of the proposed directors (or any of their personal holding companies) of the Company has been subject to:

(a) 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

(b) 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.

RE-APPOINTMENT AND REMUNERATION OF AUDITOR

Davidson & Company LLP, Chartered Professional Accountants (“Davidson & Company”), will be nominated at the Meeting for re-appointment as the Company’s auditor until the next annual general meeting of Shareholders at a remuneration to be fixed by the Board. Davidson & Company have been the auditors for the Company since 2021.

The Board recommends voting FOR the re-appointment of Davidson & Company and to authorize the Board to fix their remuneration. Unless contrary instructions are indicated on the Proxy or VIF, the persons designated in the accompanying Proxy or VIF, intend to vote FOR the re-appointment of Davidson & Company and to authorize the Board to fix their remuneration.

RE-APPROVAL OF STOCK OPTION PLAN

The Company has adopted a “rolling up to 10%” stock option plan” dated October 20, 2021 (the “Stock Option Plan”) which provides eligible directors, officers, employees, consultants and charitable organizations with the opportunity to acquire an ownership interest in the Company and is the basis for the Company’s long-term incentive scheme. The Stock Option Plan was re-approved by the Shareholders at the annual general and special meeting of the Shareholders held on March 14, 2023.

Summary of Stock Option Plan

The following is a summary of the key provisions of the Stock Option Plan. The following summary is qualified in all respects by the full text of the Stock Option Plan, a copy of which can be requested from the Company’s registered office at Suite 2500, 700 West Georgia Street, Vancouver, BC V7Y 1B3. Capitalized terms used in this section and not otherwise defined have the meanings ascribed thereto in the Stock Option Plan. The principal terms of the Stock Option Plan are as follows:

• the Stock Option Plan reserves for issuance, pursuant to stock options (each, an “Option”), a maximum number of Common Shares equal to ten percent (10%) of the outstanding Common Shares from time to time, with no mandatory vesting provisions less the aggregate number of Common Shares then reserved for issuance pursuant to any other share compensation arrangement;

• the number of Common Shares reserved for issuance to any one person in any 12-month period under the Stock Option Plan may not exceed five percent (5%) of the outstanding Shares at the time of grant without Disinterested Shareholder Approval (as defined in Policy 4.4 of the TSX Venture Exchange (the “TSXV”));

• the number of Common Shares reserved for issuance to any Consultant (as defined by the TSXV) in any 12-month period under the Stock Option Plan may not exceed two percent (2%) of the outstanding Common Shares at the time of grant;

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• the aggregate number of Common Shares reserved for issuance to any person (as defined in the policies of the TSXV) conducting Investor Relations Activities (as defined by the TSXV) in any 12-month period under the Stock Option Plan may not exceed two percent (2%) of the outstanding Common Shares at the time of grant;
• the aggregate number of Common Shares reserved for issuance to Insiders under the Stock Option Plan and any Other Share Compensation Arrangement shall not exceed ten percent (10%) of the outstanding Common Shares at the time of the grant;
• the number of Common Shares issued to any one person within a 12-month period on the exercise of Options may not exceed five percent (5%) of the outstanding Common Shares at the time of exercise without Disinterested Shareholder Approval;
• the exercise price per Common Share for an Option may not be less than the Discounted Market Price (as calculated pursuant to the policies of the TSXV);
• Options must have a term not exceeding ten (10) years;
• Options are non-assignable and non-transferable;
• if a participant who is an Eligible Person dies, each Option held by such participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the expiry date and the date which is three months after the date of the participant's death;
• if a participant ceases to be an Eligible Person other than as a result of death or termination for cause, each Option held by such participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the expiry date and the date which is three months after such event; and
• the Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of Options in the event of a share consolidation, split, reclassification or other relevant change in the Common Shares, or an amalgamation, merger or other relevant change in the Company's corporate structure, or any other relevant change in the Company's capitalization.

Re-Approval of Stock Option Plan

Shareholders will be asked at the Meeting to consider and, if deemed advisable, to pass, with or without variation, the Ordinary Resolution in the form set forth below:

"BE IT RESOLVED THAT AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

1. the Company's stock option plan dated October 20, 2021, as re-approved by Shareholders on March 14, 2023, be and is hereby ratified, confirmed and re-approved with such additional provisions and amendments, provided that such are not inconsistent with the policies of the TSX Venture Exchange, as the directors of the Company may deem necessary or advisable; and
2. any one director or officer of the Company is authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution."

The Board recommends voting FOR the re-approval of the Stock Option Plan. Unless contrary instructions are indicated on the Proxy or the VIF, the persons designated in the accompanying Proxy or VIF intend to vote FOR the re-approval of the Stock Option Plan.

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PART THREE – EXECUTIVE COMPENSATION

STATEMENT OF EXECUTIVE COMPENSATION

General

In accordance with the provisions of applicable securities legislation, the Company had two (2) “named executive officers” (as defined below) during the financial years ended December 31, 2025, being Charles Walensky, as Chief Executive Officer, and Robert Suttie, as Chief Financial Officer of the Company.

For the purpose of the following disclosure regarding executive compensation:

“company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

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

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

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

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

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

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

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

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

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

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers and provides details of all compensation for each of the directors and named executive officers of the Company for the financial years ended December 31, 2025, 2024 and 2023.

During the financial years ended December 31, 2025, 2024 and 2023, the Company had no executive officers who individually earned more than $150,000 in total compensation.

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The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each current and former director and NEO, in any capacity, for the financial years ended December 31, 2025, 2024 and 2023.

Table of Director and Named Executive Officer Compensation, Excluding Compensation Securities
Name and position	Year / Period ended	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Charles Walensky (1)
CEO and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Robert Suttie (2)
CFO and Secretary	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Peter Shaerf (3)
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Bart Kelleher (4)
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Arthur Regan (5)
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) Charles Walensky was appointed Chief Executive Officer of the Company on November 29, 2022 and was appointed as a director on May 5, 2021.
(2) Robert Suttie was appointed Chief Financial Officer of the Company on October 4, 2021 and was appointed Secretary on January 1, 2023.
(3) Peter Shaerf was appointed as a director on May 5, 2021.
(4) Bart Kelleher was appointed as a director on December 3, 2021 and resigned on December 20, 2024.
(5) Arthur Regan was appointed as a director on May 5, 2021 and resigned on April 2, 2024.

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Stock Options and Other Compensation Securities

Particulars of the compensation securities granted or issued to each director and NEO by the Company during the years ended December 31, 2025, 2024 and 2023, for services provided or to be provided, directly or indirectly, to the Company are set out below:

Compensation Securities
Name and position	Year / Period Ended	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 ($)	Closing price of security or underlying security at date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Charles Walensky (1)
CEO and Director	2025	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Options	Nil	Nil	Nil	Nil	Nil	Nil
Robert Suttie (2)
CFO and Secretary	2025	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Options	Nil	Nil	Nil	Nil	Nil	Nil
Peter Shaerf (1)
CFO, Secretary and Director	2025	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Options	Nil	Nil	Nil	Nil	Nil	Nil
Bart Kelleher (3)
Director	2025	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Options	Nil	Nil	Nil	Nil	Nil	Nil
Arthur Regan (4)
Director	2025	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Options	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Options	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) As of the financial year ended December 31, 2025, Charles Walensky and Peter Shaerf each held 200,916 Options with an exercise price of $0.10 and an expiry date of April 5, 2032.
(2) As of the financial year ended December 31, 2025, Robert Suttie held 10,000 Options with an exercise price of $0.10 and an expiry date of April 5, 2032.
(3) Bart Kelleher held 200,916 Options at the time of his resignation as a director on December 20, 2024, all of which have since been terminated.
(4) Arthur Regan held 200,916 Options at the time of his resignation as a director on April 2, 2024, all of which have since been terminated.

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Exercise of Compensation Securities

During the years ended December 31, 2025, 2024 and 2023, no directors or NEOs of the Company exercised any compensation securities.

Stock Option Plan

The Company’s Stock Option Plan is described above under the heading “Re-Approval of Stock Option Plan”.

Employment, Consulting and Management Agreements

The Company does not have a written agreement for termination or change of control with any of its NEOs.

Oversight and Description of Director and Named Executive Officer Compensation

The Company’s compensation program for its executive officers, including its NEOs, and directors is administered by the Board. The Board is responsible for determining the compensation to be paid to its executive officers and for evaluating their performance.

The objective of the Company’s approach to compensation of its NEOs is to provide compensation incentives to attract and retain qualified management for the Company with a compensation framework that is competitive in the industry and with incentives that will encourage the continued development of the Company and thereby increase shareholder value. The Company’s policy is to recognize and reward individual performance as well as to position NEOs compensation within the range found in industry for the applicable level of responsibility.

The deliberations of the Board in these matters are private. To achieve the compensation objectives described above, compensation to the Company’s NEO’s may consist of: (i) base cash salary or consulting fees; (ii) cash incentive bonus; and (iii) compensation security grants pursuant to the Stock Option Plan.

The Board determines the specific compensation to be paid to NEOs based on a number of factors, including: the Board’s understanding of compensation paid for positions of similar responsibility in companies of comparable size; the performance of the individual NEOs in advancing the development and objectives of the Company; the roles and responsibilities of the individual NEOs; and the relevant experience and skills of each NEO.

The Board reviews the compensation paid to the NEO’s on an annual basis.

Pension Disclosure

The Company does not have a pension plan, retirement plan, deferred compensation plan or similar plan.

PART FOUR – OTHER INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out particulars of the compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2025:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) (c)
Equity Compensation Plans Approved By Security Holders (1)	411,832	$0.10	401,834

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) (c)
Equity Compensation Plans Not Approved By Security Holders	Nil	N/A	N/A
Total	411,832	$0.10	401,834

Notes:

(1) Represents the Stock Option Plan which provides that the Board may grant up to ten percent (10%) of the total number of the Common Shares issued and outstanding.

(2) Based on 813,666 securities available for issuance under the Stock Option Plan, representing ten percent (10%) of 8,136,668 Common Shares issued and outstanding as at December 31, 2025.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this Information Circular or "routine indebtedness" as defined in Form 51-102F5 of National Instrument 51-102 – Continuous Disclosure Obligations, none of:

(a) the individuals who are, or at any time since the beginning of the last financial year of the Company were, a director or executive officer of the Company;

(b) the proposed nominees for election as a director of the Company; or

(c) any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company, or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

Except as disclosed below, elsewhere herein or in the notes to the Company's financial statements for the financial year ended December 31, 2025, 2024 and 2023 none of:

(a) the Informed Persons of the Company;

(b) the proposed nominees for election as directors of the Company; or

(c) any associate or affiliate of the foregoing persons,

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has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The directors and officers of the Company have an interest in the resolutions concerning the approval of the Stock Option Plan. Otherwise, no director or senior officer of the Company or any associate of the foregoing has any substantial interest, direct or indirect, by way of beneficial ownership of Common Shares or otherwise in the matters to be acted upon at the Meeting, except for any interest arising from the ownership of Common Shares where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all Shareholders.

MANAGEMENT CONTRACTS

Management functions of the Company are not, to any substantial degree, performed by a person or persons other than the directors or senior officers of the Company.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), the Company is required to and hereby discloses its corporate governance practices as follows:

Board of Directors

The Board facilitates the independent supervision over the Company’s management through periodic meetings of the Board.

The Board is currently comprised of three (3) directors. Two of the directors are considered “independent” as defined in NI 58-101, namely Pater Shaerf and Mark Tommasi. Charles Walensky is not considered “independent” because of his position as CEO of the Company.

Directorships

The following directors of the Company also serve as directors of the following other reporting issuers:

Name of Director	Name of Reporting Issuer
Peter Shaerf	Kalon Acquisition Corp. (TSXV)
Mark Tommasi	Azincourt Energy Corp. (TSXV; OTCQB; FSE)
CopperEx Resources Corp. (TSXV)
Ironman International Ltd. (TSXV; OTCQB)
Kua Investments Inc. (TSXV)

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The board does not provide any continuing education.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board is responsible for identifying individuals qualified to become new board members and recommending to the Board new director nominees for the next annual meeting of Shareholders. New nominees must have a track record

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in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company’s mission and strategic objectives, and a willingness to serve.

Compensation

The Company currently does not pay compensation to its directors or senior officers (other than the granting of Options from time to time) and therefore does not have any formal process in place for determining compensation.

Other Board Committees

The Board has no other committees other than the audit committee.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committee.

AUDIT COMMITTEE DISCLOSURE

The charter of the Company’s audit committee and the other information required to be disclosed by Form 52-110F2 is attached to this Information Circular as Schedule “A” and incorporated by reference herein.

OTHER MATTERS

The management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca. Financial information relating to the Company is provided in the Company’s comparative financial statements and MD&A for the financial years ended December 31, 2025, 2024 and 2023. Shareholders may contact the Company to request copies of financial statements and MD&A at its office, Suite 2500, 700 West Georgia Street, Vancouver, BC V7Y 1B3.

DIRECTOR APPROVAL

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

DATED at Vancouver, British Columbia, this 27th day of March, 2026.

ON BEHALF OF THE BOARD OF DIRECTORS OF MAYFAIR ACQUISITION CORP.

MAYFAIR ACQUISITION CORP.

“Charles Walensky”
Charles Walensky
CEO

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SCHEDULE “A”
MAYFAIR ACQUISITION CORP.
FORM 52-110F2
AUDIT COMMITTEE DISCLOSURE

ITEM 1. THE AUDIT COMMITTEE’S CHARTER

1. Mandate

The primary function of the Audit Committee is to assist the Mayfair Acquisition Corp. (the “Company”) board of directors (the “Board of Directors”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting, and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee’s primary duties and responsibilities are to: (a) serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements; (b) to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any such advisors; (c) review and appraise the performance of the Company’s external auditors; and (d) provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

1. Composition

The Audit Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee. At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter (the “Charter”), the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements. The members of the Audit Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by a majority vote of the full Audit Committee membership.

1. Meetings

The Audit Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

1. Responsibilities and Duties

To fulfil its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

(a) review and update this Charter annually;

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(b) review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors;

External Auditors

(c) review annually the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Audit Committee as representatives of the shareholders of the Company;

(d) review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;

(e) take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors;

(f) recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;

(g) at each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;

(h) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;

(i) review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements;

(j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The preapproval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent (5%) of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

(iii) such services are promptly brought to the attention of the Audit Committee by the Company and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee;

and such authority may be delegated by the Audit Committee to one or more independent members of the Audit Committee, provided that the pre-approval of the non-audit services is presented to the Audit Committee at its first scheduled meeting following such approval

Financial Reporting Processes

(k) in consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external;

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(1) consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;

(m) consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management; review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;

(n) following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

(o) review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;

(p) review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;

(q) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

(r) review certification process;

(s) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

Other

(t) review any related-party transactions.

ITEM 2. COMPOSITION OF THE AUDIT COMMITTEE

The Company’s audit committee (the “Audit Committee”) is comprised of all three (3) members of the board of directors (the “Board”), Charles Walensky, Peter Shaerf and Mark Tommasi. Each member of the audit committee is financially literate, as such term is defined in National Instrument 52-110 – Audit Committees (“NI 52-110”). Peter Shaerf and Mark Tommasi are independent, as such term is defined in NI 52-110. Charles Walensky is the Chief Executive Officer of the Company and therefore is not considered independent under NI 52-110.

ITEM 3. RELEVANT EDUCATION AND EXPERIENCE

The relevant education and/or experience of each member of the Audit Committee is as follows:

Mr. Charles Walensky

Mr. Walensky is the President and Chief Executive Officer of The WF Group, Inc., an investment company based in Minneapolis, Minnesota and the managing member of WF Opportunity Fund, LLC started in 2003, and was previously the President and Chief Executive Officer of WF Industries, Inc., a ferrous and nonferrous metals recycling company. Mr. Walensky is also the President and Chief Executive Officer of CW + Co International, LLC an international commodities merchant, and of Seabulkers, Ltd. Mr. Walensky has experience investing in public and private companies in a variety of industries and has served as interim Chief Financial Officer and Acting Chief Operating Officer of a publicly held AMEX listed apparel company.

Mr. Peter Shaerf

Mr. Shaerf worked for many years as a shipbroker for container and dry cargo vessels through a company he founded, The Commonwealth Group. He also operated a small Caribbean liner service while working for a firm of British

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shipowners. He has extensive experience in vessel valuations and has performed such work for financial institutions and government clients. Immediately prior to joining AMA Capital in 2002, he was a co-founder of Poseidon Capital, a specialist maritime financing “boutique.” As a partner at AMA Capital he has continued developing relationships in the capital markets where he has worked primarily advising hedge funds and investors on a variety of maritime investments in both equity and distressed debt and is actively involved in transaction origination. Mr. Shaerf is a director of privately owned Interlink Maritime and has served on the boards of several publicly listed shipping companies, including MC Shipping (NASDAQ), TBS International (NASDAQ) and General Maritime (NYSE); most recently having served as Deputy Chairman of Seaspan Corporation (NYSE). He is Chairman Emeritus of the New York Maritime Association (NYMAR) an organization dedicated to the promotion of New York as a maritime business centre. He is also a member of the American Bureau of Shipping and on the U.S. government MTSNAC shipbuilding and ship finance committee and a member of the editorial board of Lloyds List. Mr. Shaerf holds a Bachelor of Arts (B.A.), International Business Law from London Metropolitan University.

Mr. Mark Tommasi

Mr. Tommasi has extensive experience in corporate development, equity, private equity and venture capital financing, IPO’s and private placements, marketing, investor relations and board and committee activities. Mr. Tommasi has served as a senior officer, director, financier or consultant for numerous public and private companies (agriculture, technology, junior exploration and oil and gas) in both the United States and Canada.

ITEM 4: AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, Davidson & Company LLP, Chartered Professional Accountants) not adopted by the Board.

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6) or 8 of the Instrument. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed five percent (5%) of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Sections 6.1.1(4), 6.1.1(5) and 6.1.1(6) provide exemptions from audit committee composition requirements applicable to venture issuers in certain circumstances. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

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

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

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The aggregate fees charged to the Company by the external auditor in each of the last three fiscal years is as follows:

Financial Year Ending December 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees	Total Fees
2025	$16,000	$183	$4,725	Nil	$20,725
2024	$12,000	$146	Nil	Nil	$12,146
2023	$15,000	$195	$2,250	Nil	$17,445

ITEM 8: EXEMPTION

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

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