MONARCH WEST VENTURES INC.

Notice of Annual General Meeting of Shareholders

to be held on Wednesday, June 18, 2025 at 10:00 AM (Vancouver Time)

Virtual Meeting Via Zoom

Management Information Circular

Dated as of May 14, 2025

MONARCH WEST VENTURES INC.
Suite 1700–1055 W Hastings Street,
Vancouver, B.C., V6E 2E9
Phone: (604) 889-4790

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of shareholders of Monarch West Ventures Inc. (the "Company") will be held virtually via Zoom on Wednesday, June 18, 2025 at 10:00 a.m. (Vancouver time) for the following purposes:

To receive the audited financial statements of the Company for the fiscal year ended December 31, 2024 together with the auditor's report thereon;
To fix the number of directors to be elected for the ensuing year at three (3);
To elect the board of directors of the Company for the ensuing year;
To re-appoint MNP LLP as the auditor of the Company to hold office until the close of the next annual general meeting of shareholders of the Company, and to authorize the directors of the Company to fix the auditor's remuneration;
To consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution approving and ratifying the Company's stock option plan, last approved by shareholders on June 21, 2024, for the ensuing year; and
To transact such further and other business as may properly come before the Meeting or any adjournment thereof.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting.

Shareholders may join the Meeting through the following zoom link:

https://us06web.zoom.us/j/88310923907?pwd=d6MWZYpMWEiGbDXjkvQSo4XgneRR0k.1

Meeting ID: 883 1092 3907; Passcode: 726084

The Directors have fixed the close of business on May 14, 2025 as the record date for determination of shareholders entitled to notice of and the right to vote at the Meeting either in person or by proxy. A shareholder who is unable to attend the Meeting in person and who wishes to ensure that their shares will be voted at the Meeting, is required to complete, date and execute the enclosed form of Proxy and deliver it to the Company's transfer agent: Endeavor Trust Corporation of, Proxy Dept., 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4 by hand, mail, facsimile, email or online in accordance with the instructions set out in the form of Proxy and Information Circular.

DATED this 14th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF THE COMPANY

"Mark Orsmond"

Mark Orsmond
Chief Executive Officer and Director

MANAGEMENT SOLICITATION

This information circular (the "Circular") is furnished to you in connection with the solicitation of proxies by management of Monarch West Ventures Inc. ("we", "us", "Monarch" or the "Company") for use at the annual general meeting (the "Meeting") of shareholders of the Company ("Shareholders") to be held at 10:00 am (Vancouver time) on Wednesday, June 18, 2025 and at any adjournment of the Meeting.

Shareholders may join the Meeting through the following zoom link: https://us06web.zoom.us/j/88310923907?pwd=d6MWZYpMWEiGbDXjkvQSo4XgneRR0k.1

Meeting ID: 883 1092 3907; Passcode: 726084

We will conduct the solicitation by mail, and our officers, directors and employees may, without receiving special compensation, contact Shareholders by telephone, electronic means, or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse Shareholders, nominees, or agents for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

GENERAL PROXY INFORMATION

Appointment of Proxyholders

The persons named as proxyholders in the enclosed form of proxy are the Company's directors or officers. As a Shareholder, you have the right to appoint a person or company (who need not be a Shareholder) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

Voting by Proxy

The persons named in the accompanying form of proxy will vote or withhold from voting the shares represented by the proxy in accordance with your instructions, provided your instructions are clear. If you have specified a choice on any matter to be acted on at the Meeting, your shares will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your shares will be voted in favour of all matters.

The enclosed form of proxy gives the persons named as proxyholders discretionary authority regarding amendments to or variations of matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting. As of the date of this Circular, our management is not aware of any such amendment, variation or other matter proposed or likely to come before the Meeting. However, if any amendment, variation or other matter properly comes before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgment.

You may indicate the manner in which the persons named in the enclosed proxy are to vote on any matter by marking an "X" in the appropriate space. If you wish to give the persons named in the proxy a discretionary authority on any matter described in the proxy, then you should leave the space blank. In that case, the proxyholders nominated by management will vote the shares represented by your proxy in accordance with their judgment.

Completion and Return of Proxy

You must deliver the completed form of proxy to the office of the Company's registrar and transfer agent, Endeavor Trust Corporation (contact information below), by Monday, June 16, 2025 at 10:00 am (Vancouver time), which is not less than 48 hours (Saturdays, Sundays, and holidays excepted) before the scheduled time of the Meeting (or any adjournment, as applicable).

Mail:
Endeavor Trust Corporation
Suite 702, 777 Hornby Street, Vancouver, BC V6Z 1S4

Fax:
Within North America: (604)-559-8908

Toll-Free Phone:
1-888-787-0888

Non-Registered Holders

Only Shareholders whose names appear on our records or validly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are "non-registered" Shareholders because their shares are registered in the name of a nominee, such as a brokerage firm, bank, trust company, trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan or a clearing agency such as CDS Clearing and Depository Services Inc. (a "Nominee"). If you purchased your shares through a broker, you are likely a non-registered Shareholder.

Non-registered Shareholders who have not objected to their Nominee disclosing certain ownership information about themselves to us are referred to as "NOBOs". Those non-registered Shareholders who have objected to their Nominee disclosing ownership information about themselves to us are referred to as "OBOs".

In accordance with securities regulatory requirements under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), we will have distributed copies of the Notice of Meeting, this Circular, and the form of proxy (the "Meeting Materials") indirectly to NOBOs and to the Nominees for onward distribution to OBOs.

Nominees are required to forward the Meeting Materials to each OBO unless the OBO has waived the right to receive them. Management does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary, and that in the case of an OBO, the objecting beneficial owner will not receive these materials unless the OBO's intermediary assumes the cost of delivery.

Shares held by Nominees can only be voted in accordance with the instructions of the non-registered Shareholder. Meeting Materials sent to non-registered Shareholders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a "VIF"). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a non-registered Shareholder is able to instruct the registered shareholder (or Nominee) how to vote on behalf of the non-registered Shareholder. VIFs, whether provided by the Company or by a Nominee, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit non-registered Shareholders to direct the voting of the shares they beneficially own. Should a non-registered holder who receives a VIF wish to attend the Meeting or have someone else attend on his or her behalf, the non-registered holder may request a legal proxy as set forth in the VIF, which will grant the non-registered holder or his/her nominee the right to attend and vote at the Meeting. Non-registered Shareholders should carefully

follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

Revocability of Proxy

If you are a registered Shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by either:

(a) signing a proxy bearing a later date; or
(b) signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy.

The later proxy or the notice of revocation must be delivered to the office of the Company's registrar and transfer agent at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment or postponement thereof.

If you are a non-registered Shareholder who wishes to revoke a proxy authorization form or VIF or to revoke a waiver of your right to receive Meeting Materials and to give voting instructions, you must give written instructions to your Nominee in accordance with such Nominee's instructions.

Notice of the Meeting was posted on the Company's SEDAR+ profile on April 17, 2025.

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

Except as set out herein, none of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value (each, a "Share"), of which 26,000,000 Shares were issued and outstanding as of the record date, being May 14, 2025 (the "Record Date"). The Company has only one class of shares, the Shares.

Persons who are registered Shareholders at the close of business on the Record Date will be entitled to receive notice of, attend and vote at the Meeting. On a show of hands, every Shareholder and proxyholder will have one vote and, on a poll, every Shareholder present in person or represented by proxy will have one vote for each Share. In order to approve a motion proposed at the meeting, a majority of more than 50% of the votes cast will be required to pass an ordinary resolution.

To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, no person or company beneficially owns directly or indirectly, controls, or directs shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company.

EXECUTIVE COMPENSATION

The following information is presented in accordance with Form 51-102F6V - Statement of Executive Compensation - Venture Issuers, pursuant to which the Company is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the other most highly compensated executive officer of the Company whose total compensation was more than $150,000 as at December 31, 2024 (collectively, the "Named Executive Officers") and for the directors of the Company. During the financial year ended December 31, 2024, the Company had two Named Executive Officers: Mark Orsmond and Kyle Haddow.

Summary Compensation Table

The following table sets out the compensation (excluding compensation securities) for each of the Named Executive Officers and directors of the Company for the period for the financial years ended December 31, 2023 and December 31, 2024, respectively.

Table of Compensation Excluding Compensation Securities
Name and Principal Position	Year(1)(2)	Salary or Consulting Fee ($)	Bonus ($)	Committee Fees ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Mark Orsmond
Chief Executive Officer and Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Kyle Haddow
Chief Financial Officer	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Brian Levinkind
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Zhilan Luo
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

Note
(1) Financial year end is December 31 of the corresponding year.

No Named Executive Officer or director was compensated for his or her services as a director during the years ended December 31, 2024 and 2023.

INCENTIVE PLAN AWARDS

During the financial year ended December 31, 2024, no compensation securities were granted or issued to any Named Executive Officer, officer, or director.

No compensation securities were repriced, cancelled and replaced, extended, or otherwise materially modified in the year ending December 31, 2024.

During the financial year ended December 31, 2024, no compensation securities were exercised by any Named Executive Officer, officer or director of the Company.

Stock Option Plan

The Company is asking Shareholders to consider, and if thought advisable, re-approve the Company's 10% rolling stock option plan, previously approved by shareholders on June 21, 2024 (the "Option Plan"), by ordinary resolution at the Meeting. For a description of the material terms of the Option Plan, see "Particulars of Matters To Be Acted Upon – Re-Approval of Option Plan".

Pension Plan Benefits

The Company does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following, or in connection with retirement.

Material Terms of Agreements with Named Executive Officers

Management functions of the Company are not, to any substantial degree, performed by anyone other than by Named Executive Officers or directors of the Company.

The Company is currently listed on the TSX Venture Exchange ("TSXV") as a capital pool company (a "CPC"). As required under TSXV Policy 2.4 (the "CPC Policy"), the Company currently makes no compensation payments to its Named Executive Officers or directors.

Accordingly, there were no formal agreements or arrangements in place under which compensation was provided to any Named Executive Officer or director during the most recently completed financial year or is payable in respect of services provided to the Company performed by a director or Named Executive Officer; or performed by any other party but are services typically provided by a director or a Named Executive Officer.

Similarly, the Company has no contracts, agreements, plans or arrangements that provide for payments to a Named Executive Officer or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or its subsidiaries, or a change in responsibilities of the Named Executive Officer or director following a change in control.

Oversight and Description of Director and Named Executive Officer Compensation

Given the limited nature of its activities, the Company does not have a formal compensation committee at this time. In addition, as required under the CPC Policy, the Company currently makes no compensation payments to its Named Executive Officers or directors. However, the Board is responsible for administering compensation policies related to the executive management of the Company, including option-based awards.

Compensation of Named Executive Officers and Directors

As required under the CPC Policy, the Company currently makes no compensation payments to its executive officers or directors. To date, the directors have not yet established any formal objectives, criteria, or benchmark analyses for executive compensation. Following completion of a Qualifying Transaction (as such term is defined in the policies of the TSXV) by the Company, the directors will review the levels of compensation for Named Executive Officers and directors and implement and adopt an appropriate philosophy and system for compensation based on the nature and extent of its business at that time. In the future, total compensation for Named Executive Officers and directors may include base salary or a management fee and long-term incentive stock options (each a "Stock Option").

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2024 regarding the number of Shares to be issued pursuant to the Option Plan.

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)) (c)
Equity compensation plans approved by securityholders(1)	2,600,000	$0.10	Nil
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	2,600,000	$0.10	Nil

Note
(1) The Board initially approved the Company's stock option plan on April 21, 2021 and subsequently approved the Option Plan on November 28, 2022. The Option Plan was adopted by the Shareholders on December 30, 2022, and re-approved on June 28, 2023 and June 21, 2024, and must be re-approved by the Shareholders annually pursuant to the policies of the TSXV. See “Particulars of Matters To Be Acted Upon – Re-Approval of Option Plan”.

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No person who is or at any time since the commencement of the Company's last completed financial year was a director, executive officer or senior officer of the Company, and no associate of any of the foregoing persons has been indebted to the Company at any time since the commencement of the Company's last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company, other than as disclosed in this Circular. An "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 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% of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) the Company if it has purchased, redeemed, or otherwise acquired any of its securities, so long as it holds any of its securities.

MANAGEMENT CONTRACTS

Management functions of the Company are substantially performed by directors or executive officers of the Company and not to any substantial degree by any other person with whom the Company has contracted.

CORPORATE GOVERNANCE

The Company is currently listed on the TSXV as a CPC and currently has no assets, other than cash, and does not have an active business other than the identification and assessment of potential "qualifying transactions". National Instrument 58-201 – Corporate Governance Guidelines ("NI 58-201") establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines. However, the Board considers that many of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 – Corporate Governance Disclosure ("NI 58-101") mandates disclosure of corporate governance practices which disclosure is set out below. Upon completion of a Qualifying Transaction, the Company will reassess its corporate governance practices and the guidelines promulgated by NI 58-201.

Board Composition and Responsibilities

The Board, at present, is composed of three directors, one of whom is an executive officer of the Company and two of whom are considered to be "independent", as that term is defined in applicable securities legislation. Mr. Brian Levinkind and Ms. Zhilan Luo are considered to be independent directors. Mr. Mark Orsmond, CEO, by reason of his office, is not. In determining whether a director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to, interfere with the director's ability to objectively assess the performance of management.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The size of the Company is such that all the Company's operations are conducted by a small management team which is also represented on the Board. The Board considers that management is effectively supervised by the Board.

Directorships

Unless otherwise stated herein, none of the directors of the Company are also directors of other reporting issuers (or the equivalent) in a jurisdiction or a foreign jurisdiction.

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for new directors. As required, new directors will have the opportunity to become familiar with the Company by meeting with the other directors and executive officers. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board.

Ethical Business Conduct

The Board does not consider a formal policy necessary at this stage of the Company's development, but views good corporate governance as an integral component to the success of the Company and to meet responsibilities to the Shareholders.

Nomination of Directors

The Board has not appointed a nominating committee because the Board fulfills these functions. The Board periodically reviews suggestions from existing directors regarding potential changes to the Board.

Compensation

The Company is currently listed on the TSXV as a CPC and is therefore prohibited from making payments to its directors and officers as remuneration (e.g., salaries, consulting fees, management contract fees and directors' fees) until completion of a Qualifying Transaction. Accordingly, the Board does not consider it necessary or useful at this stage of the Company's development to take any steps to determine compensation for its directors and executive officers.

Committees of the Board

The Board has appointed an Audit Committee, the current members of which are Mark Orsmond, Brian Levinkind, and Zhilan Luo. The Board has determined that additional committees are not necessary at this stage of the Company's development.

Assessments

The Board has not, as yet, adopted formal procedures for assessing the effectiveness of the Board, its committees or individual directors. The relatively small size of the Company enables the Board to satisfy itself that individual directors are performing effectively. As the Company grows, the Board will consider adopting formal procedures for evaluating director and committee performance.

AUDIT COMMITTEE

Following the completion of the Meeting, the Audit Committee will be composed of Mark Orsmond, Brian Levinkind, and Zhilan Luo. Brian Levinkind and Zhilan Luo will be independent and all of the members of the Audit Committee are "financially literate". Under this heading, the Company is including the disclosure required by Form 52-110F2 of National Instrument 52-110 – Audit Committees ("NI 52-110").

The Board and management will ensure that the Audit Committee has adequate funding to fulfill its duties and responsibilities.

The text of the Audit Committee's charter is attached as Schedule B.

Relevant Education and Experience

Member	Independent/ Not Independent(1)	Financially Literate/ Not Financially Literate(1)	Relevant Education and Experience
Mark Orsmond	Not Independent	Financially Literate	Mr. Orsmond was previously the CFO of ElectraMeccanica and prior to that, he was the CFO of Taiga Motors. He is an experienced business leader with a proven track record in managing and growing successful businesses. He has public company experience in both Canada and the United States. Before joining Taiga, he held the position of Executive Vice President & Chief Financial Officer for the Corix Group of Companies, a water, waste-water and district energy utility with operations in 21 States in the US and 3 Provinces in Canada. He joined Corix in September 2017 as interim Chief Financial Officer and thereafter Executive Management Consultant. In December 2018 he was made permanent Chief Financial Officer until he left the company in August 2020.

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Member	Independent/ Not Independent^{(1)}	Financially Literate/ Not Financially Literate^{(1)}	Relevant Education and Experience
			Mr. Orsmond joined All-Sea Underwater Solutions as Chief Financial Officer and Executive Vice President Corporate Development & Strategy from June 2008 to July 2017. All-Sea grow into a world leading underwater hi-tech services company and was sold to a U.S. private equity firm in February 2017. Mr. Orsmond has a successful track record in forming Capital Pool Companies (CPCs) and finding quality qualifying transaction for them that include: Movarie Capital Inc. (TSX.WELL), Danacore Industries Inc. (TSX.V: Hire) and Libby K Industries Inc (TSX.V: PLUR). He also previously worked as a Senior Consultant for BC Hydro on numerous assignments from 2003 to 2005. Mr. Orsmond holds a Bachelor's degree in Accounting, Auditing from the University of South Africa and completed the Executive Certified Management Account Program administered by Simon Fraser University. Mr. Orsmond is a member of the order of Chartered Professional Accountants of British Columbia.
Brian Levinkind	Independent	Financially Literate	Brian Levinkind has over twenty-five years of experience as a CPA/Chartered Accountant. As SVP Corporate Development at WELL Health Technologies Corp., Brian has been part of all aspects of over the significant number of acquisitions to date. In addition to his corporate development activities, Brian has held multiple CFO and consulting positions, many in the health care sector. As part of his Canadian tax practice, Brian has been integral in the planning, structuring and implementation of numerous significant financings, mergers, acquisitions, divestitures and corporate reorganizations. Brian's past experience includes seven years as a partner and equity partner at Grant Thornton LLP; senior management positions at KPMG LLP and HSBC Bank Canada's head office; being an integral part of creating the largest group of medical clinics in BC (over 180 GP's and 600,000 patient visits a year); co-founding a telehealth company at a time when delivery of healthcare using this method was not mainstream or widely adopted; and co-founding two successful Capital Pool Issuers.
Zhilan Luo	Independent	Financially Literate	Zhilan Luo, as an outstanding corporate executive, has served on one of the top Fortune 500 companies with decades of experience in multinational trading, leadership, and investment. With her accomplished background, she has successfully transitioned into a capital investor with sharp insights. She has over 20 years of experience in directing the Asian division of Thyssenkrupp Group's raw material section. Thyssenkrupp was ranked, on average, 103.9^{(b)} among the Fortune 500 companies when she was leading the Asian division between 2001 and 2011; up to 18.83% of China's entire annual export of metallurgical coke was handled by her division. During her time at Thyssenkrupp, she was also one of the initiators of a 3,588,000,000 RMB investment into BCCW Jiahua Co-chemistry facility, one of the largest independent metallurgical coke processing plants in the world at that time. When she served on the board of directors at BCCW Jiahua, she oversaw over 1,700 employees and the plant produced up to 3.3 million tons of metallurgical coke annually. In 2013, she joined the board of directors at Movarie Capital which later became Well Health (TSX:WELL). She was also one of the board of directors for Livecare Canada Health Inc. in 2016, which later merged into CloudMD (TSXV: DOC.V).

Note
(1) As defined in NI 52-110 Audit Committees.

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Audit Committee Oversight

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

Reliance on Certain Exemptions

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 or Part 8 of NI 52-110. 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 5% of the total amount of fees payable to the auditor in the financial year in which the non-audit services were provided. Part 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.

Under s. 5 (b), (c) and (d) of Form 52-110F2, the Company has not relied on any of the following exemptions: (b) the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), (c) the exemption in subsection 6.1.1(5) (Events Outside Control of Member) or (d) the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation).

Pre-Approval Policies and Procedures

The Company has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee will review the engagement of non-audit services as required.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company's external auditors in each of the last two fiscal years for audit and all other fees are as follows:

Financial Year End	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
December 31, 2024	$15,909	Nil	Nil	Nil
December 31, 2023	$14,786	Nil	Nil	Nil

Exemption

The Company is relying on the exemption provided in Section 6.1 of NI 52-110 by virtue of the fact that it is a venture issuer. Section 6.1 exempts the Company from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110 and allows for the short form of disclosure of audit committee procedures set out in Form 52-110F2 – Disclosure by Venture Issuers and disclosed in this Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of the Financial Statements and Auditors' Report

The consolidated financial statements of the Company for the financial year ended December 31, 2024 and the auditors' report thereon will be placed before the Shareholders at the Meeting.

If you wish to receive interim or annual financial statements from the Company, you are encouraged to send the enclosed return card to Endeavor Trust Company at the address set forth on the return card.

12 -

The Company's annual financial statements for the financial year ended December 31, 2024 is also available under the Company's profile on SEDAR+ (www.sedarplus.ca).

Election of Directors

Directors are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he resigns or otherwise vacates office before that time.

Setting the Number of Directors

Under the Company's articles, the number of directors may be fixed or changed from time to time by ordinary resolution but must not be fewer than three. The Company is requesting that Shareholders consider and, if thought advisable, approve an ordinary resolution at the Meeting to set the number of directors of the Company at three (3) for the ensuing year. Unless you provide other instructions, the enclosed proxy will be voted for setting the number of directors of the Company at three (3) for the ensuing year.

Nominations and Voting

Unless you provide other instructions, the enclosed proxy will be voted for the nominees listed below, all of whom are presently members of the Board. Management does not expect that any of the nominees will be unable to serve as a director. If before the Meeting any vacancies occur in the list of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the Shares represented by the proxy for the election of any other person or persons as directors.

Management Nominees

Management proposes to nominate the persons named in the table below for election as director. The information concerning the proposed nominees has been furnished by each of them as of the date of this Circular:

Name, Jurisdiction of Residence, and Present Office Held	Director Since	Number of Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction Is Exercised	Principal Occupation During the Past Five Years
Mark Orsmond(1)
North Vancouver, BC
CEO, Director	January 6, 2021	1,391,000(3)	Principal of Mercantile Consulting Ltd., CFO and Executive Director All Sea Enterprises; CFO & Exec Vice President of Corix; CFO of Taiga Motors Inc.; CFO of ElectraMeccanica
Brian Levinkind(1)
Richmond, BC
Director	January 7, 2021	500,000(3)	Director of Argentum Consulting Inc.; CFO of HIRE Technologies Inc.
Zhilan Luo(1)
Surrey, BC
Director	January 7, 2021	1,000,000	COO of LK Resources Inc.; Vice General Manager of Citic Package Holding Inc.; Director of Mari-ad-Mare Food Ltd.

(1) Denotes a member of the Audit Committee following the Meeting.
(2) Mr. Orsmond holds 1,000,000 Shares through Mercantile Consulting Ltd., a company owned and controlled by Mr. Orsmond and 391,000 Shares are held directly by Mr. Orsmond.
(3) Mr. Levinkind holds these 500,000 Shares through Argentum Consulting Inc., a company owned and controlled by Mr. Levinkind.

Except as disclosed below, no proposed director is or has been, within the past 10 years, a director or executive officer of any company that, while that person was acting in that capacity:

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(a) was the 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;

(b) 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 the 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.

No proposed director of the Company is or has been, within the past 10 years, a director or executive officer of any company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold its assets. No proposed director of the Company has, within the past 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold the assets of the proposed director.

No proposed director has been subject to any penalties or sanction 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 penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Re-appointment of Auditor

Unless you provide other instructions, the enclosed proxy will be voted for the re-appointment of MNP LLP, Chartered Professional Accountants, of Suite 1300, 1055 Dunsmuir Street, Box 49148, Vancouver, B.C. V7X 1J1, as the Company's auditor to hold office until the next annual general meeting. We propose that the Board be authorized to fix the remuneration to be paid to the auditor. MNP LLP was first appointed as the Company's auditor by the Board on March 18, 2021.

The Company's Audit Committee recommends the appointment of MNP LLP, Chartered Professional Accountants, of Vancouver, British Columbia, as the Company's auditor to hold office until the Company's next annual general meeting.

Re-Approval of Option Plan

The Board originally adopted a stock option plan for the Company on April 21, 2021 and subsequently approved certain housekeeping amendments on November 28, 2022 to ensure its compliance with the new TSXV Policy 4.4 – Security Based Compensation, which came into effect on November 24, 2021. Shareholders last approved the Option Plan on June 21, 2024. Please see “Re-Approval of Option Plan – Key Terms” below.

The intention of management with the Option Plan is to give Eligible Persons (defined below) the opportunity to participate in the success of the Company by granting them Stock Options, thereby giving them an ongoing proprietary interest in the Company.

The Option Plan is a rolling plan, with the Company authorized to reserve a maximum of 10% of the issued and outstanding share capital at the time of the grant. As a result, any increase in the number of issued and outstanding Shares will result in an increase in the number of Shares available for issuance under the Option Plan.

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There are additional restrictions on grants of Stock Options while the Company is a CPC. Please see "Re-Approval of Option Plan - CPC Restrictions" below.

Key Terms

A copy of the Option Plan is attached as Schedule A to this Circular and a copy will be made available for viewing at the Meeting.

The following is a summary of the principal terms of the Option Plan, qualified in its entirety by the Option Plan:

Number of Shares Reserved: The number of Shares reserved for issuance under the Option Plan shall not exceed 10% of the number of Shares outstanding (on a non-diluted basis) at the time of grant.

Administration: The Option Plan will be administered by the Board.

Eligible Persons: Stock Options may only be issued to directors, senior officers, employees, management company employees and consultants engaged by the Company or any of its subsidiaries. Such persons and entities are referred to herein as "Eligible Persons".

Board Discretion: The number of Shares subject to each Stock Option, the exercise price, the expiry time, the extent to which such Stock Option is exercisable, and other terms and conditions relating to such Stock Option will be determined by the Board, subject to the approval of the TSXV as applicable.

Maximum Term of Stock Options: Stock Options granted under the Option Plan will be for a term not exceeding ten (10) years from the date of grant.

Maximum Stock Options per Person:

No single participant may be granted Stock Options to purchase a number of Shares equaling more than 5% of the issued common shares of the Company in any twelve-month period, as calculated as at the date of any grant of Stock Options to such participant, unless the Company has obtained disinterested shareholder approval in respect of such grant and meets other applicable TSXV requirements.
Stock Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Shares of the Company in any twelve-month period to any one consultant of the Company (or any of its subsidiaries), as calculated as at the date of any grant of Stock Options to such consultant (or any of its subsidiaries).
Stock Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Shares of the Company in any twelve-month period to Investor Relations Service Providers (as defined in the policies of the TSXV), as calculated as at the date of any grant of Stock Options to such Investor Relations Service Providers. Stock Options granted to such Investor Relations Service Providers will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ of the Stock Options vesting in any 3-month period.
The aggregate number of Shares issuable pursuant to Stock Options granted and outstanding to Eligible Charitable Organizations (as defined in the policies of the TSXV) must not at any time exceed 1% of the issued Shares of the Company, as calculated as at the date of any grant of Stock Options to such Eligible Charitable Organizations, and any such Stock Options must expire on or before the earlier of (i) ten years from the date of grant; and (ii) ninety days after the optionee ceases to be an Eligible Charitable Organization.

The aggregate number of Shares issuable pursuant to Stock Options granted and outstanding to Insiders of the Company (as a group) (as defined in the policies of the TSXV) must not at any time exceed 10% of the issued Shares of the Company at any point in time unless the Company has obtained disinterested shareholder approval in respect of such grant and meets other applicable TSXV requirements.
The aggregate number of Shares issuable pursuant to Stock Options granted and outstanding to Insiders of the Company (as a group) (as defined in the policies of the TSXV) in any twelve-month period must not at any time exceed 10% of the issued Shares of the Company, as calculated as at the date of any grant of Stock Options to such Insider unless the Company has obtained disinterested shareholder approval in respect of such grant and meets applicable TSXV requirements.

No Assignment: Stock Options may not be assigned or transferred.

Termination Before Expiry: Generally, Stock Options will expire and terminate on a date stipulated by the Board at the time of grant. If the employment of an optionee who is an Eligible Person is terminated for cause, such optionee's Stock Options (vested or unvested) will terminate on the day of termination.

If an optionee dies, the Stock Options of the deceased optionee will be exercisable by his/her estate for a period not exceeding 12 months following the date of the deceased optionee's death or on the expiry of such Stock Options, whichever is earlier.

If an optionee ceases to be an Eligible Person for any reason (other than death or cause), such optionee may exercise his/her Stock Options to the extent such optionee was entitled to at the date of such cessation, provided that such exercise must occur within 90 days, or in the case of an Investor Relations Service Provider, 30 days.

Exercise Price: Subject to any adjustments made pursuant to the Option Plan, Stock Options granted under the terms of the Option Plan will be exercisable at a price to be determined by the Board, subject to applicable TSXV approval.

Full Payment for Shares: The Company will not issue Shares pursuant to Stock Options granted under the Option Plan unless and until those Shares have been fully paid for.

Reduction of Exercise Price: The exercise price of any Stock Option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Company's Shares commenced trading or the date the exercise price was last reduced. In the case of Stock Options held by Insiders of the Company (as defined in the policies of the TSXV), the exercise price may only be reduced if disinterested shareholder approval is obtained.

Termination of Plan: The Company may terminate the Option Plan at any time provided that no such termination shall in any manner adversely affect any Stock Option previously granted to an optionee under the Option Plan.

CPC Restrictions

Pursuant to the CPC Policy, prior to the completion of the Qualifying Transaction, certain additional restrictions respecting the grant of Stock Options apply to the Company:

Other than directors and officers of the Company, Stock Options may only be issued to technical consultants required to assist the Company in reviewing a potential Qualifying Transaction. The number of Shares reserved for issuance to all technical consultants may not exceed 2% of the issued and outstanding Shares.

The total number of Shares reserved for issuance to any individual director or officer may not exceed 5% of the issued and outstanding Shares.
The Company shall not grant Stock Options to any person providing Investor Relations Activities (as defined in the policies of the TSXV), promotional or market-making services.
No Stock Option may be exercised before the completion of the Qualifying Transaction, unless the optionee agrees in writing to deposit the Shares acquired into escrow until the issuance of the final exchange bulletin.
Stock Options granted to any optionee that does not continue as a director, officer, technical consultant or Employee of the resulting issuer following completion of the Qualifying Transaction, shall have a maximum term of the later of 12 months after the completion of the Qualifying Transaction and 90 days after the optionee ceases to become a director, officer, technical consultant or Employee of such resulting issuer.

At the Meeting, Shareholders will be asked to pass an ordinary resolution approving the Option Plan in the following form:

"BE IT RESOLVED, as an ordinary resolution, that the Company's 10% rolling stock option plan, as approved by the board of directors of the Company on November 28, 2022 and last approved by Shareholders on June 21, 2024 (the "Option Plan"), is ratified, confirmed and approved, including the reserving for issuance under the Option Plan at any time of a maximum of 10% of the issued and outstanding common shares of the Company."

The Board recommends that the Shareholders vote "FOR" approval and ratification of the Option Plan. Unless you provide other instructions, the enclosed proxy will be voted for approval and ratification of the Option Plan.

OTHER MATTERS

Management does not know of any other matters to come before the Meeting other than those referred to in the Notice of Meeting and further described in this Circular. Should any other matters properly come before the Meeting, the Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on its SEDAR+ profile at www.sedarplus.ca. Shareholders may contact the Company at [email protected] to request that copies be sent to them by mail of the Company's financial statements and MD&A.

Financial information is provided in the Company's audited annual financial statements and MD&A for the years ended December 31, 2023, and December 31, 2024 which are filed on SEDAR+.

DATED this 14th day of May, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ "Mark Orsmond"

Mark Orsmond
CEO and Director

SCHEDULE A

STOCK OPTION PLAN

MONARCH WEST VENTURES INC.

STOCK OPTION PLAN

1. PURPOSE

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

2. ADMINISTRATION

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the “Board”).

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

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

The Board shall ensure that Participants (defined below) under the Plan are eligible to participate under the Plan, and, if required by the Exchange (defined below), shall represent and confirm that the Participant is a bona fide employee, senior officer, technical consultant, consultant or management company employee (as defined in the policies of the Exchange) and such Participant shall represent that he or she is a bona fide employee, consultant or management company employee.

3. STOCK EXCHANGE RULES

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

Without limiting the generality of the foregoing, during such period as the Shares are listed for trading on the Exchange:

a) the Exchange Hold Period (as defined in the policies of the Exchange) will apply to all options granted to Insiders of the Corporation (as defined in the policies of the Exchange)

and to all options granted at a discount to the Market Price (as defined in the policies of the Exchange); and

b) any acceleration or removal of required Exchange vesting provisions are subject to the prior written approval of the Exchange.

4. SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 16 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation’s authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

5. MAINTENANCE OF SUFFICIENT CAPITAL

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

6. ELIGIBILITY AND PARTICIPATION

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries which are required for the ongoing successful operation of its business (“Management Company Employees”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “Participants”). Subject to compliance with applicable requirements of the Exchange, Participants (other than Consultant Companies, as defined in Policy 4.4 of the Exchange) may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant and must agree not to effect or permit any transfer of ownership or option of shares of the holding company nor to issue further shares of any class in the holding company to any other individual or entity as long as the stock option remains outstanding, except with the written consent of the Exchange.

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

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

7. EXERCISE PRICE

(a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.

(b) Once the exercise price has been determined by the Board, accepted by the Exchange (if applicable) and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation’s shares commenced trading or the date the exercise price was last reduced. In the case of options held by Insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. NUMBER OF OPTIONED SHARES

(a) The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

(b) No single Participant may be granted options to purchase a number of Shares equaling more than 5% of the issued common shares of the Corporation in any twelve-month period, as calculated as at the date of any grant of options to such Participant, unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets other applicable Exchange requirements.

(c) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Shares of the Corporation in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries), as calculated as at the date of any grant of options to such consultant (or any of its subsidiaries).

(d) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Shares of the Corporation in any twelve-month period to Investor Relations Service Providers (as defined in the policies of the Exchange), as calculated as at the date of any grant of options to such Investor Relations Service Providers. Options granted to such Investor Relations Service Providers will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ of the options vesting in any 3-month period.

(e) The aggregate number of Shares issuable pursuant to options granted and outstanding to Eligible Charitable Organizations (as defined in the policies of the Exchange) must not at any time exceed 1% of the issued Shares of the Corporation, as calculated as at the date of any grant of options to such Eligible Charitable Organizations, and any such options must expire on or before the earlier of (i) ten years from the date of grant; and (ii) ninety days after the optionee ceases to be an Eligible Charitable Organizations.

(f) The aggregate number of Shares issuable pursuant to options granted and outstanding to Insiders of the Corporation (as a group) (as defined in the policies of the Exchange) must not at any time exceed 10% of the issued Shares of the Corporation at any point in time unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets other applicable Exchange requirements.

(g) The aggregate number of Shares issuable pursuant to options granted and outstanding to Insiders of the Corporation (as a group) (as defined in the policies of the Exchange) in any twelve-month period

must not at any time exceed 10% of the issued Shares of the Corporation, as calculated as at the date of any grant of options to such Insider unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

9. DURATION OF OPTION

(a) Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, being 10 years for the TSX Venture Exchange.

(b) Subject to compliance with Exchange Policy 4.4, the expiry date of an option granted hereunder will be automatically extended if such expiry date falls within a blackout period during which the Corporation prohibits optionees from exercising their options. Such automatic extension shall in no event exceed 10 days following the end of such blackout period.

(c) In the case of options held by Insiders of the Corporation (as defined in the policies of the Exchange), the term of any such option may be extended only if disinterested shareholder approval is obtained.

10. VESTING AND EXERCISE

(a) Subject to Section 9(a) the option period shall be a period of time fixed by the Board, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.

(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

(c) Subject to any vesting restrictions imposed by the Board and any restriction on the exercise of options pursuant to the requirements of a black-out period or any regulatory authority having jurisdiction; options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.

(d) Subject to Section 19, the exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or permitted assignees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to exercised options under the Plan are issued to him or them under the terms of the Plan. Upon receipt of such notice and payment to the Corporation, there will be a binding contract for the issue of the Shares in respect of which the option is exercised, upon and subject to the provisions of the Plan.

11. CEASING TO BE A DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE

(a) Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee

of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death or Cause (as defined below)), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.

(b) if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for Cause (as define below), any outstanding option held by such Participant on the date of such termination, whether in respect of Shares that are vested or not, shall be cancelled as of that date.

(c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

(d) The date a Participant ceases to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee shall be interpreted to be without regard to any period of notice (statutory or otherwise) or whether the Participant or his or her estate continues thereafter to receive any compensatory payments from the Corporation or is paid salary by the Corporation in lieu of notice of termination.

(e) For the purposes of this section 11, "Cause" means: (i) "Cause" as such term is defined in the written employment agreement, if any, between the Corporation and applicable employee; or (ii) if there is no written employment agreement between the Corporation and the applicable employee or "Cause" in not defined in the written employment agreement between the Corporation and such employee, the usual meaning of just cause under the common law or the laws of British Columbia.

12. DEATH OF PARTICIPANT

Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

(a) by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and

(b) if and to the extent that such Participant was entitled to exercise the option at the date of his death.

13. CAPITAL POOL COMPANY RESTRICTIONS

During the time that the Corporation is a "Capital Pool Company" (as defined in Policy 2.4 of the Exchange) (a "CPC"), as long as the Corporation is classified as a CPC, the terms and conditions of the Plan will remain subject to the following additional restrictions:

(a) Options granted by the CPC may only entitle the Participant to acquire Shares of the CPC and may only be granted to a director or senior officer of the CPC, and where permitted by applicable securities legislation, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in Policy 2.4 of the Exchange) or the Target Company (as

defined in Policy 2.4 of the Exchange), as the case may be, is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned, directly and indirectly, by such a director, senior officer or technical consultant or to an Eligible Charitable Organization.

(b) The number of Shares reserved for issuance pursuant to options to any individual director or senior officer may not exceed 5% of the Shares outstanding as at the date of grant. The number of Shares reserved for issuance pursuant to options to all technical consultants may not exceed 2% of the Shares outstanding as at the date of grant. The number of Shares reserved for issuance pursuant to options to all Eligible Charitable Organizations may not exceed 1% of the Shares outstanding as at the date of grant.

(c) The CPC is prohibited from granting options to any person providing Investor Relations Activities (as defined in the policies of the Exchange), promotional or market-making services.

(d) The exercise price per Share under any option cannot be less than the lowest price at which Seed Shares (as defined in Policy 2.4 of the Exchange) were issued by the CPC.

(e) No option may be granted unless the Participant first enters into a CPC Escrow Agreement as defined and in accordance with Policy 2.4 of the Exchange.

(f) If a Participant ceases to be director, senior officer or technical consultant for any reason other than death or Cause (as defined above), then notwithstanding sections 9(a) above, then all options granted to the Participant by the Corporation while a CPC shall expire 12 months after the date Participant ceases to be director, senior officer or technical consultant.

14. RIGHTS OF OPTIONEE

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

15. ADJUSTMENTS

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

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

16. TRANSFERABILITY

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any,

permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant or legal representative.

17. AMENDMENT AND TERMINATION OF PLAN

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

18. NECESSARY APPROVALS

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation, the Exchange and any other regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. For greater certainty, the Plan must be approved by the shareholders of the Corporation on an annual basis and at the time of certain amendments thereto. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant, without interest.

19. WITHHOLDING TAXES

The Corporation's obligation to deliver Shares issuable on the exercise of an option shall be subject to a Participant's satisfaction of all applicable income, employment and non-resident withholding tax obligations. Without limiting the generality of the foregoing, if the Corporation determines in its sole discretion that under the requirements of applicable taxation laws or regulations of any governmental authority whatsoever it is obliged to withhold for remittance to a taxing authority any amount upon exercise of an option, the Corporation may take any steps it considers necessary or appropriate in the circumstances to withhold in connection with any option or other benefit under the Plan including, without limiting the generality of the foregoing:

(a) requiring the Participant exercising the option to pay the Corporation, in the same manner as the exercise price for the Shares issuable on exercise of an option, such amount as the Corporation is obliged to remit to such taxing authority in respect of the exercise of the option; or

(b) issuing the Shares issuable on the exercise of an option to an agent on behalf of the Participant and directing the agent to sell a sufficient number of such Shares on behalf of the Participant to satisfy the amount of any such withholding obligation, with the agent paying the proceeds of any such sale to the Corporation for this purpose; or

(c) to the extent permitted by law, deducting the amount of any such withholding obligation from any payment of any kind otherwise due to the Participant.

20. EFFECTIVE DATE OF PLAN

The Plan has been adopted by the Board of the Corporation as of November 28, 2022.

21. INTERPRETATION

The Plan will be governed by and construed in accordance with the laws of the Province of British Columbia.

SCHEDULE B

AUDIT COMMITTEE CHARTER

MONARCH WEST VENTURES INC.

(the "Company")

AUDIT COMMITTEE CHARTER

PURPOSE

The primary function of the Audit Committee (the "Committee") is to assist the Company's board of directors (the "Board") 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 Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

(a) Serve as an independent and objective party to monitor the Company's financial reporting and internal control systems and review the Company's financial statements.

(b) Review and appraise the performance of the Company's external auditors.

COMPOSITION OF THE AUDIT COMMITTEE

The Committee will be comprised of at least three directors as determined by the Board, the majority of whom will not be officers, employees or control persons of the Company or of an affiliate of the Company.

At least one member of the Committee will have Canadian financial reporting skills and experience with audit engagements for public companies. All members of the Committee will be financially literate. 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 Committee will be elected by the Board at its first meeting following the annual shareholders' meeting. Unless a chairperson of the Committee (the "Chair") is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership. The Chair must have Canadian financial reporting skills and experience with audit engagements for public companies.

MEETINGS

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

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee will:

Documents/Reports Review

(a) Review and update this Charter annually.

(b) Review the Company's financial statements, management's discussion and analysis 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

(a) Review annually, the performance of the external auditors who will be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.

(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, in accordance with any applicable regulatory requirements.

(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(d) Take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At least annually, 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, and discuss any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

(g) 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.

(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(i) 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 pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees 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 Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

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

FINANCIAL REPORTING PROCESSES

(a) Review the draft financial statements and management’s discussion and analysis with respect to each reporting period and provide a recommendation to the Board with respect to the approval of the financial statements and management’s discussion and analysis.

(b) Prior to approving the annual financial statements, review the results of management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting and disclosure controls and procedures as at the date of the Company’s annual financial statements.

(c) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

(d) Consider the external auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

(e) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

(f) 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.

(g) 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.

(h) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(i) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(j) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(k) Review certification process.

(l) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

OTHER

Review any related-party transactions.

EFFECTIVE DATE

This Charter was implemented by the Board on April 21, 2021.

AI assistant

Monarch West Ventures Inc. — Proxy Solicitation & Information Statement 2025

48186_rns_2025-05-26_b02e0eb8-17a8-4dba-a0e2-3c3b59728dfe.pdf

MONARCH WEST VENTURES INC.

Notice of Annual General Meeting of Shareholders

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

MANAGEMENT SOLICITATION

GENERAL PROXY INFORMATION

Appointment of Proxyholders

Voting by Proxy

Completion and Return of Proxy

Non-Registered Holders

Revocability of Proxy

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

EXECUTIVE COMPENSATION

Summary Compensation Table

INCENTIVE PLAN AWARDS

Stock Option Plan

Pension Plan Benefits

Material Terms of Agreements with Named Executive Officers

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Named Executive Officers and Directors

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

Board Composition and Responsibilities

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Committees of the Board

Assessments

AUDIT COMMITTEE

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Exemption

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of the Financial Statements and Auditors' Report

Election of Directors

Setting the Number of Directors

Nominations and Voting

Management Nominees

Re-appointment of Auditor

Re-Approval of Option Plan

Key Terms

Maximum Stock Options per Person:

CPC Restrictions

OTHER MATTERS

ADDITIONAL INFORMATION

ON BEHALF OF THE BOARD OF DIRECTORS

SCHEDULE A

STOCK OPTION PLAN

MONARCH WEST VENTURES INC.

STOCK OPTION PLAN

1. PURPOSE

2. ADMINISTRATION

3. STOCK EXCHANGE RULES

4. SHARES SUBJECT TO PLAN

5. MAINTENANCE OF SUFFICIENT CAPITAL

6. ELIGIBILITY AND PARTICIPATION

7. EXERCISE PRICE

8. NUMBER OF OPTIONED SHARES

9. DURATION OF OPTION

10. VESTING AND EXERCISE

11. CEASING TO BE A DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE

12. DEATH OF PARTICIPANT

13. CAPITAL POOL COMPANY RESTRICTIONS

14. RIGHTS OF OPTIONEE

15. ADJUSTMENTS

16. TRANSFERABILITY

17. AMENDMENT AND TERMINATION OF PLAN

18. NECESSARY APPROVALS

19. WITHHOLDING TAXES

Monarch West Ventures Inc. Proxy Solicitation & Information Statement 2025