Neptune Digital Assets Corp. — Proxy Solicitation & Information Statement 2026

Jan 26, 2026

NEPTUNE DIGITAL ASSETS CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Take notice that the annual general meeting (the “Meeting”) of shareholders of Neptune Digital Assets Corp. (the “Corporation”) will be held at 1133 Melville Street, Suite 2700, Vancouver, British Columbia, V6E 4E5, on February 26, 2026 at 11:00 a.m. (Vancouver time) for the following purposes:

1. To receive the financial statements of the Corporation for its financial year ended August 31, 2025, and the report of the auditor thereon;
2. To fix the number of directors of the Corporation at five (5);
3. To elect directors of the Corporation for the ensuing year;
4. To appoint an auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
5. To consider, and if thought fit, to pass an ordinary resolution approving the Corporation’s share compensation plan; and
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Management Information Circular of the Corporation (the “Circular”) contains details of matters to be considered at the Meeting and accompanies and is deemed to form part of this Notice.

Notice-and-Access

The Corporation has elected to use the notice and access (“Notice and Access”) provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations to distribute Meeting materials to shareholders. Notice and Access allows issuers to post electronic versions of proxy related materials on SEDAR+ and on one additional website, rather than mailing paper copies to shareholders. Shareholders have the right to request hard copies of any proxy related materials posted online by the Corporation under Notice and Access.

Meeting materials, including the Circular, are available under the Corporation’s profile at www.sedarplus.ca and also at https://docs.tsxtrust.com/2212, and https://neptunedigitalassets.com/investors/. The Corporation will provide to any shareholder, free of charge, upon request to the Corporation’s transfer agent, TSX Trust Company (“TSX Trust”) toll free at +1-866-600-5869 or email tsxtis@tmx.com, a paper copy of the Circular and any financial statements or management’s discussion and analysis of the Corporation filed with the applicable securities regulatory authorities during the past year. In order to allow reasonable time for you to receive and review a paper copy of the Circular or other document prior to the proxy deadline, you should make your request for a paper copy to TSX Trust by February 17, 2026.

Only shareholders whose names have been entered in the register of shareholders at the close of business on January 7, 2026, the record date for the Meeting, will be entitled to receive notice of and to vote at the Meeting. A registered shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be deposited with the Corporation’s registrar and transfer agent, TSX Trust Company, by mail or delivery to 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attn: Proxy Department, no later than 11:00 a.m. (Vancouver time) on February 24, 2026, being at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before any adjournment or postponement of the Meeting.

If you are a non-registered shareholder (for example, if you hold shares of the Corporation in an account with a broker or other intermediary), you should follow the voting procedures described in the form of proxy or voting

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instruction form provided by your intermediary or call your intermediary for information as to how you can vote your shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above. Late instruments of proxy may be accepted or rejected by the Chair of the Meeting in his or her discretion and the Chair is under no obligation to accept or reject any particular late instrument of proxy. The enclosed form of proxy appoints nominees of management as proxyholder and you may amend the proxy, if you wish, by inserting in the space provided the name of the person you wish to represent you as proxyholder at the Meeting.

Dated at Vancouver, British Columbia, January 7, 2026.

BY ORDER OF THE BOARD

“Cale Moodie”

Cale Moodie
President, Chief Executive Officer, Chairman and Director