NexOptic Technology Corp.

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Annual General Meeting to be held on December 12, 2024 at 1:00 p.m. (Vancouver time)

Notice of Annual General Meeting And Management Information Circular and Proxy Statement

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF NEXOPTIC TECHNOLOGY CORP. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NEXOPTIC TECHNOLOGY CORP. TO BE HELD ON DECEMBER 12, 2024

To be held at:

2200-885 Georgia St W Vancouver BC V6C 3E8

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the shareholders of NexOptic Technology Corp. (the “ Company ”) will be held on Thursday, December 12, 2024 at 1:00 p.m. (Vancouver time) at the offices of Cassels Brock & Blackwell LLP, 2200-885 Georgia St W, Vancouver BC for the following purposes:

To receive the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2022 and 2023 and the auditors’ reports thereon;
To fix the number of directors to be elected for the ensuing year at four (4);
To elect directors of the Company for the ensuing year;
To appoint the auditors for the Company for the ensuing year and authorize the directors to fix the auditors’ remuneration; and
To transact such other business as may properly come before the Meeting or any adjournment thereof;

all as more particularly set out in the accompanying Management Information Circular. The audited financial statements, auditors’ reports and management’s discussion and analysis have been delivered to those shareholders who indicated to the Company that they wished to receive copies of same.

Registered Shareholders are requested to date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”), attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or by internet at www.investorvote.com at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof. All instructions are listed in the enclosed form of proxy. The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy .

The board of directors of the Company has fixed the record date for the Meeting at the close of business on October 31, 2024 (the “ Record Date ”). Holders (“ Shareholders ”) of common shares in the capital of the Company (“ Common Shares ”) of record as at the Record Date are entitled to receive notice of the Meeting and to vote those Common Shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such Shareholder transfers the ownership of his or her Common Shares after the Record Date and the transferee of those Common Shares establishes that he or she owns the Common Shares and demands not later than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Particulars of the foregoing matters are set forth in the accompanying Information Circular. The financial statements for the year ended December 31, 2022 and 2023, and the report of the auditors of the Company thereon are available on SEDAR+ at www.sedarplus.com.

DATED at Vancouver, British Columbia, the 12th day of November, 2024.

ON BEHALF OF THE BOARD OF DIRECTORS OF NEXOPTIC TECHNOLOGY CORP.

(signed) “Paul McKenzie”

Paul McKenzie Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

This information is given as at November 12, 2024, unless otherwise indicated.

SOLICITATION OF PROXIES

This information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by the management (“ Management ”) from the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of NexOptic Technology Corp. (the “ Company ”). The form of proxy which accompanies this Circular (the “ Proxy ”) is for use at the annual general meeting of the shareholders of the Company to be held on Thursday, December 12, 2024 (the “ Meeting ”), at the offices of Cassels Brock & Blackwell LLP, 2200-885 Georgia St W, Vancouver BC, as set out in the accompanying notice of Meeting (the “ Notice of Meeting ”). The Company will bear the cost of this solicitation. The solicitation will be made by mail but may also be made by telephone.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the Proxy are directors and/or officers of the Company. A registered shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person’s name in the blank space provided. The completed Proxy should be delivered to Computershare Investor Services Inc. (“ Computershare ”) attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by 1:00 p.m. (local time in Vancouver, British Columbia) on Tuesday, December 10, 2024, or prior to 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.

The Proxy may be revoked by:

(a) signing a proxy with a later date and delivering it at the time and place noted above; (b) signing and dating a written notice of revocation and delivering it to Computershare, or by transmitting a revocation by telephonic or electronic means, to Computershare, 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 delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or

(c) attending the Meeting or any adjournment of the Meeting virtually and registering with the scrutineer as a shareholder present in person.

Provisions Relating to Voting of Proxies

The shares represented by Proxy in the form provided to shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing him. If there is no direction by the registered shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the

time of printing of this Circular, Management knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

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 Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders who appear 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 will, in all likelihood, 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 shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Securities Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) 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 shares for their clients (the Beneficial Shareholder). Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of the Meeting. Every broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to 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. The majority of brokers now delegate responsibility for obtaining instructions from their clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) or another intermediary. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of Internet or telephone, for example). 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. If you receive a voting instruction form from Broadridge or another intermediary it cannot be used as a proxy to vote Common Shares directly at the Meeting as the proxy must be returned (or otherwise reported) as directed by Broadridge 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 a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires 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 Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to 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. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form (“ VIF ”), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Common Shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) 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.

The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.

Pursuant to the provisions of NI 54-101, the Company is providing the Notice of Meeting, Circular and Proxy or VIF, as applicable, to both registered owners of the securities and non-registered owners of the securities. If you are a non-registered owner, and the Company or its 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. By choosing to send these materials to you directly, the Company (and not the intermediary holding Common Shares 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 VIF. As a result, if you are a non-registered owner of the securities, you can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided or by facsimile. In addition, internet voting instructions can be found on the VIF. Computershare will tabulate the results of the VIFs received from the Company’s NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive.

The Company’s OBOs can expect to be contacted by Broadridge or their brokers or their broker’s agents as set out above. The Company does not intend to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs and accordingly, if the OBO’s intermediary does not assume the costs of delivery of those documents in the event that the OBO wishes to receive them, the OBO may not receive the documentation.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the

registered shareholder and vote the Common Shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 10:00 a.m. (Vancouver time) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to shareholders in the Notice of Meeting, Circular and the accompanying Proxy are to registered shareholders of the Company as set forth on the list of registered shareholders of the Company as maintained by the registrar and transfer agent of the Company, Computershare, unless specifically stated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at the date of the accompanying Notice of Meeting, the Company’s authorized capital consists of an unlimited number of Common Shares of which 195,217,675 Common Shares are issued and outstanding. All Common Shares carry the right to one vote.

Shareholders registered as at October 31, 2024, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and senior officers of the Company no persons own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company.

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

No director or executive officer of the Company or any proposed nominee of Management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors and the confirmation of the Stock Option Plan.

INTEREST OF INFORMED PERSONS MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Company or a subsidiary at any time during the Company’s last completed financial year, the proposed nominees for election to the board of directors of the Company (the “ Board ”), any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding Common Shares of the Company, nor the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

1. PRESENTATION OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the years ended December 31, 2022 and 2023, and the reports of the auditors shall be placed before the shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company’s profile at www.sedarplus.ca.

2. NUMBER OF DIRECTORS

The Company’s articles provide for a Board of no fewer than three directors and no greater than a number as fixed or changed from time to time by ordinary resolution passed by the shareholders.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF SETTING THE NUMBER OF DIRECTORS OF THE COMPANY FOR THE ENSUING YEAR AT FOUR (4), UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

3. ELECTION OF DIRECTORS

The Board currently consists of four directors to be elected annually. The term of office of each director will be from the date of the Meeting at which he or she is elected until the next annual meeting, or until his successor is elected or appointed.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF EACH OF THE PROPOSED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

Management has no reason to believe that any of the nominees will be unable to serve as a director but, if a nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining nominees and may be voted for a substitute nominee unless the shareholder has specified in the proxy that his or her shares are to be withheld from voting in respect of the election of directors.

The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of Common Shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular:


			Number of Common Shares
Name, province or state			of the Company beneficially
and country of residence	Principal Occupation	Served as director	owned, directly or indirectly,
and position, if any, held in		of the Company	or controlled or directed at
	(past 5years)(1)
the Company		since	present(1)
Paul McKenzie Vancouver, BC, Canada Director, President and Chief Executive Officer	CEO of NexOptic Technology Corp. from April 2019 to Present, President and Director from March 2010, Chief Business Officer from November 2017 to April 2019, CEO of Elissa Resources Ltd. (predecessor of the Company) from March 2010 to November, 2017;	March 19, 2010	8,990,251

Richard Geruson(2)(3) Los Gatos, California, USA Director, Chairman	CEO and Chairman of Global Board Services & Investments (private board services firm) from November 2018 to Present; General Partner Fifth Floor Venture Partners (private venture capital firm); Former CEO, Lexmark International from October 2017 to November 2018	April 24, 2019	Nil
Stephen Petranek(2)(3) Leesburg, VA, USA Director	Operating Partner, Ocean Zero LLC., (investing to decarbonize sea transportation) from August 2020 to Present, Director, Candela Speedboat AB, Sweden. Director, AYRO, Paris, France.	January 10, 2017	2,525,000
Arch Meredith(2)(3) Woodside, CA, USA Director	Managing Partner, Kite Hill Capital LLC (private venture capital firm) from 2006 to Present	October 23, 2017	5,295,160

Notes:

The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled has been furnished by the respective nominees.
Member of the Audit Committee.
Member of the Compensation Committee.

Pursuant to the provisions of the Business Corporations Act of British Columbia, the Company is required to have an audit committee which, at the present time, is comprised of Richard Geruson, Stephen Petranek, and Arch Meredith. For additional information regarding the Company’s Audit Committee, please see “ Audit Committee ” below. The Company does not have an executive committee.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Corporate Cease Trade Orders or Bankruptcies

Other than as set out herein, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular, has been a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of 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

(c) 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.

On May 7, 2024, the BC Securities Commission issued a cease trade order for the securities of the Company as a result of the Company’s failure to file its audited financial statements for the year ended December 31, 2023 (together with the related management’s discussion and analysis and certifications in connection therewith) (the

“ FFCTO ”). The Company filed the necessary documents in compliance with applicable securities laws and the FFCTO was revoked on June 17, 2024.

Individual Bankruptcies

No director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or 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 that individual.

Penalties or Sanctions

No director or proposed director has, within the ten years prior to the date of this Circular, been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

4. APPOINTMENT OF AUDITORS

MNP LLP, Chartered Professional Accountants, (“ MNP ”) is the Company’s auditor and was appointed as the Company’s auditor on January 11, 2024, following the resignation of Smythe LLP, the Company’s former auditor. Management is recommending the appointment of MNP as auditor for the Company, to hold office until the next annual general meeting of the Shareholders at a remuneration to be fixed by the Board. Notices of change of auditor, and confirmation letters from each of the former and successor auditors of the Company, are attached as Schedule “A” hereto, pursuant to the requirements of National Instrument 51-102 - Continuous Disclosure Obligations .

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE APPOINTMENT MNP LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND THE AUTHORIZATION OF THE BOARD TO FIX THEIR REMUNERATION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

EXECUTIVE COMPENSATION

Named Executive Officers

For the purpose of this section:

“ CEO ” of the Company means an individual who acted as Chief Executive Officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ CFO ” of the Company means an individual who acted as Chief Financial Officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ Executive Officer ” of an entity means an individual who is:

a. the chair of the Company, if any;

b. the vice-chair of the Company, if any;

c. the president of the Company;

d. a vice-president of the Company in charge of a principal business unit, division or function including sales, finance or production;

e. an officer of the Company (or subsidiary, if any) who performs a policy-making function in respect of the Company; or

any other individual who performs a policy-making function in respect of the Company;

“ Named Executive Officers or NEOs ” means:

a. the CEO of the Company;

b. the CFO of the Company;

c. each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000;

d. any additional individuals for whom disclosure would have been provided under paragraph (i) above except that the individual was not serving as an executive officer of the Company, nor in a similar capacity, as at the end of the most recently completed financial year end.

As of December 31, 2023, the Company had three “Named Executive Officers”, namely Richard Geruson, Chairman, Paul McKenzie, CEO, and Samantha Shorter, former CFO of the Company.

Director and Named Executive Officer Compensation

The following table (presented in accordance with National Instrument Form 51-102F6V, is a summary compensation (excluding compensation securities)) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year	Salary,	Bonus ($)	Committee or	Value of	Value of all other	Total
		consulting fee,		meeting fees	perquisites ($)	compensation ($)(3)	compensation ($)
		retainer or		($)
		commission ($)

Paul McKenzie, President, CEO and Director	2023	180,000	Nil	Nil	Nil	Nil	180,000
	2022	180,000	Nil	Nil	Nil	Nil	180,000
Samantha Shorter, CFO	2022	42,150	Nil	Nil	Nil	Nil	42,150
Wayne Cho, CFO	2023	47,000	Nil	Nil	Nil	Nil	47,000
	2022	13,800	Nil	Nil	Nil	Nil	13,800
~~R~~ichard Geruson, Chairman and Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Stephen Petranek, Director	2023	10,000	Nil	Nil	Nil	Nil	10,000
	2022	10,000	Nil	Nil	Nil	Nil	10,000
Arch Meredith, Director	2023	10,000	Nil	Nil	Nil	Nil	10,000
	2022	10,000	Nil	Nil	Nil	Nil	10,000

Notes:

Ms. Shorter provided services to the Company through Red Fern Consulting Ltd. Compensation paid to Ms. Shorter includes the provision of bookkeeping staff.
Mr. Cho provided services to the Company through Confiance CPA.

External Management Companies

Except as described below, none of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly.

Ms. Shorter provided her services through Red Fern Consulting Ltd.

Mr. Cho provided his services through Confiance CPA.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to NEOs or directors by the Company or its subsidiaries in the year ended December 31, 2023.

Effective January 10, 2023, the Company repriced the exercise price of 16,830,000 outstanding stock options (the “ Repriced Options ”), 9,375,000 of which were held by insiders of the Company, following receipt of shareholder approval required pursuant to the rules of the TSX Venture Exchange (“ TSXV ”). These Repriced Options previously had exercise prices between $0.36 to $1.00 per Common Share, and were repriced to $0.10 per share. The stock options are a critical element of the Company’s compensation policy, and the Board determined that it was in the best interest of the Company to complete the repricing to align these options with a price that reflected the prevailing market price.

The following table discloses all compensation securities held by each NEO or director in the year ended December 31, 2023.

Compensation Securities

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of Issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)(2)	Expiry date
Paul McKenzie, President, CEO and Director	Stock Options	2,650,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2030
	Rights(1)	1,850,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2027
Samantha Shorter, Former CFO	Stock Options	1,350,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2030
	Stock Options	200,000	Jan 30, 2019	$0.10	$0.10(2)	$0.035	Jan 30, 2024

	Rights	900,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2027
Richard Geruson, Chairman and Director	Stock Options	3,250,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2030
	Rights	2,500,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2027
Stephen Petranek, Director	Stock Options	1,250,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2030
	Stock Options	200,000	Jan 30, 2019	$0.10	$0.10(2)	$0.035	Jan 30, 2024
	Rights	750,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2027
Arch Meredith, Director	Stock Options	1,250,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2030
	Stock Options	200,000	Jan 30, 2019	$0.10	$0.10(2)	$0.035	Jan 30, 2024
	Rights	1,500,000	May 28, 2020	$0.36	$0.36	$0.035	May 28, 2027

Notes:

All rights granted are granted pursuant to the Custodial Rights Agreement between the Company, Computershare Trust Company of Canada and 3DB Inc. and are rights to acquire Common Shares of the Company held by 3DB Inc. at an exercise price of $0.36 per share until May 28, 2027. The rights are issued at the direction of the Company.
Reflects the closing price as of the effective date for repricing of the Repriced Options.

There are no restrictions or conditions for converting, exercising or exchanging the compensation securities, provided that the rights granted as per above vest quarterly over a three year period in equal portions commencing on the date of grant and the restricted share units granted as per the prior table above vest a year from the date of grant.

No compensation securities were exercised by NEOs or directors during the financial year ended December 31, 2023:

Stock option plans and other incentive plans

Long Term Incentive Plan

On October 24, 2019, the Company adopted a long term incentive plan (the “ Incentive Plan ”) intended to provide a broader range of share-based compensation awards which would be separate and apart from the Company’s stock option plan.

Stock appreciation rights (“ SARs ”), DSUs, RSUs and other share-based awards (each an “ Award ”) may be issued pursuant to the Incentive Plan, while stock options would continue to be issued under the Company’s stock option plan. The aggregate number of shares which may be issued pursuant to Awards granted under the Long-Term Incentive Plan, may not exceed 4,000,000 shares of the Company.

Purpose of the Incentive Plan

The purpose of the Incentive Plan is to advance the interests of the Company and its affiliates by: (a) attracting, rewarding and retaining highly competent persons as directors, officers, employees and consultants of the Company;

(b) providing additional incentives to such persons by aligning their interests with those of the Shareholders; and (c) promoting the success of the Company’s business.

Administration of the Incentive Plan

The Incentive Plan will be administered by the Board which has the power, subject to the specific provisions of the Incentive Plan to, among other things: (a) establish policies, rules and regulations for carrying out the purposes, provisions and administration of the Incentive Plan; (b) interpret, construe and determine all questions arising out of the Incentive Plan and any Award; (c) determine those persons considered Eligible Persons (being directors, officers, employees, management company employees or consultants of the Company or its affiliates); (d) grant and determine the number of Awards; (e) determine the exercise criteria, Option Price (as defined below) of a SAR (provided it not be less than the last closing price of the Common Shares on the TSXV on the last trading date immediately preceding the relevant date (“ Market Price ”)), time when Awards will be exercisable or redeemable and whether the Common Shares that are subject to an Award will be subject to any restrictions upon the exercise or redemption thereof; (f) prescribe the form of the instruments or award agreements relating to the Awards; (g) correct any defect or omission, or reconcile any inconsistency in the Incentive Plan and any award agreement; (h) authorize withholding arrangements; and (i) take all other actions necessary or advisable for administering the Incentive Plan. The Board has delegated the administration of the Incentive Plan to the Compensation Committee, but has the authority to revoke or amend such delegation.

Eligible Persons

The Incentive Plan authorizes the Board (or a committee of the Board if so authorized by the Board) to grant Awards to Eligible Persons. Eligible Persons who have received Awards are referred to herein as “ Participants ”.

Description of Awards

Pursuant to the Incentive Plan, the Company is authorized to issue Awards to Eligible Persons, which may be settled in shares issued from treasury, or in cash. The Incentive Plan also gives the Board discretion to make other equity incentive awards, subject to the approval of the TSXV.

(a) SARs

A SAR is a right to receive a cash payment equal to the difference between the Option Price and the Market Price of a Common Share on the date of exercise (the “ SAR Amount ”). A SAR may be granted in relation to an Option or on a stand-alone basis. SARs granted in relation to an Option shall be exercisable only at the same time, by the same persons and to the same extent, that the related Option is exercisable. SARs granted on a stand-alone basis shall be granted on such terms as shall be determined by the Board and set out in the Award agreement, provided that the Option Price shall not be less than the Market Price of the Common Shares on the date of grant. SARs may be settled in cash or (at the election of the Company) Common Shares with an aggregate Market Price equal to the SAR Amount.

(b) RSUs

An RSU is a right to receive a Common Share issued from treasury or, if the award agreement so provides, the Participant may elect to have some or all of such person’s RSUs settled by a cash payment equal to the Market Price of a Common Share redeemable after the passage of time, the achievement of performance targets or both. RSUs shall be granted on terms determined by the Board based on its assessment, for each Participant, of the current and potential contribution of such person to the success of the Company. The Board shall determine the effective date of the grant and the number of RSUs granted. The Board shall also determine the applicable term, the vesting terms and the exercise criteria of each RSU.

A DSU is a right, redeemable only after the Participant has ceased to hold all positions with the Company or has otherwise ceased to be an Eligible Person, to a cash payment equal to the Market Price of a Common Share on the termination date of a Participant or, if applicable, to one fully paid and non-assessable Share issued from treasury. Participants have no right or ability to exercise, receive or otherwise demand payment of the value of DSUs granted to them prior to ceasing to hold all positions with the Company or to otherwise cease to be an Eligible Person.

(d) All Awards and Other Awards

Awards may be granted alone, in addition to, or in tandem with any other Award or any award granted under another plan of the Company or an affiliate. Awards granted in addition to or in tandem with other Awards may be granted either at the same time or at different times. The date of grant, the number of Common Shares, the vesting period and any other terms and conditions of Awards granted pursuant to the Incentive Plan are to be determined by the Board, subject to the express provisions of the Incentive Plan. The Board may also grant other share-based awards to Eligible Persons pursuant to the Incentive Plan. All such awards shall be granted on terms determined by the Board and shall be subject to the approval of the TSXV, if required.

Share Purchase Program

The Board may institute a share purchase program (the “SPP”) for designated Eligible Persons (each a “ SPP Eligible Person ”). Pursuant to the SPP, the Board could grant to each SPP Eligible Person one Option and/or one SAR for each Common Share purchased by such person up to a maximum number of Options and/or SARs for each Eligible Person as may be determined from time to time by the Board. Any such Options for SPP Eligible Persons will be granted under and governed by the Option Plan.

Restrictions on Awards

The aggregate number of Common Shares issuable: (a) to insiders of the Company within any one year period under the Incentive Plan, together with any other security-based compensation arrangement, cannot exceed 10% of the outstanding Common Shares (on a non-diluted basis); and (b) at any time under the Incentive Plan, together with any other security-based compensation arrangement, cannot exceed 10% of the outstanding Common Shares (on a non-diluted basis). Additionally:

o no Eligible Person (being directors, officers, employees, management company employees or consultants of the Company or its affiliates) may be granted Awards and/or stock options (“ Options ”) to acquire more than 5% of the issued and outstanding Common Shares (on a non-diluted basis, calculated as at the time of the grant of such Awards and/or Options) in any 12-month period unless the Company has obtained disinterested shareholder approval in connection therewith;

o no consultant may be granted Awards and/or Options to acquire more than 2% of the issued and outstanding Common Shares (on a non-diluted basis, calculated as at the time of the grant of such Awards and/or Options) in any 12-month period; and

o the aggregate number of Awards and/or Options granted to Eligible Persons retained to provide investor relations activities shall not exceed 2% of the issued and outstanding Common Shares (on a non-diluted basis, calculated as at the time of the grant of such Awards and/or Options) in any 12-month period.

Furthermore, the aggregate number of Common Shares to be reserved for issuance upon the exercise or redemption of all Awards granted under the Incentive Plan, together with any stock options issuable under the Company’s stock option plan, shall not exceed 3,000,000 or such number as may be approved by the TSXV and the Shareholders from time to time.

Substitute Awards

Subject to TSXV approval, the Board may grant Awards under the Incentive Plan in substitution for share and sharebased awards held by employees, directors, consultants or advisors of an Acquired Company (as defined in the Incentive Plan) in connection with a merger, consolidation or similar transaction involving such Acquired Company and the Company (or an affiliate thereof) or the acquisition by the Company (or an affiliate thereof) of property or stock of the Acquired Company.

Termination

Subject to the provisions of the Incentive Plan, any express resolution passed by the Board and the terms of any award agreement, all Awards, and all rights to acquire Common Shares pursuant thereto, granted to a Participant shall expire and terminate immediately upon such person’s termination date. If, however, before the expiry of an Award, a Participant ceases to be an Eligible Person for any reason, other than termination by the Company for cause, such Award may be exercised or redeemed, as applicable, by the holder thereof at any time within 90 days following their termination date or, if the person is deceased, at any time within six months following his or her death, subject to the provisions of the Incentive Plan, the terms set out in the applicable award agreement and any determination made by the Board to accelerate the vesting of or to extend the expiry of an Award. In any event, the exercise or redemption of an Award must occur prior to any applicable expiry date. In addition, an Award is only exercisable or redeemable to the extent that the Participant was otherwise entitled to exercise or redeem the Award unless otherwise determined by the Board. If a Participant is terminated for cause, all unexercised or unredeemed Awards (vested or unvested) shall be terminated immediately.

Adjustments

If a formal bid for the Common Shares is made (an “ Offer ”), all Common Shares subject to outstanding Awards not then exercisable or redeemable shall become exercisable or redeemable and a Participant shall be entitled to exercise or redeem all or any part of the Award and tender the Common Shares acquired into the Offer. In the event of any stock dividend, stock split, combination or exchange of shares, merger, amalgamation, acquisition, divestiture, consolidation, spin-off or other distribution (other than normal cash dividends) of the Company’s assets to Shareholders, or any other change in the capital of the Company affecting Common Shares, the Board will, subject to TSXV approval, make such proportionate adjustments, if any, to outstanding Awards as the Board in its discretion may deem appropriate to reflect such change.

Change of Control

In the event of a change of control (“ CoC ”) of the Company or of an affiliate of which a Participant is an employee, with respect to all RSU grants, SARs and DSUs that are outstanding for such Participant on the date of the CoC (the “ CoC Date ”), (i) all vesting criteria and exercise criteria, if any, applicable to such RSUs, SARs and DSUs shall be deemed to have been satisfied as of the CoC Date; and (ii) except as may be otherwise provided under the terms of any other employee benefit plan approved by the Board, each Participant who has received any such RSU grants or SARs shall be entitled to receive, in full settlement of such RSU grants or SARs, a cash payment equal (A) in the case of a RSU, the Special Value (as defined herein); and (B) in the case of a SAR, the difference between the Special Value and the Option Price in respect of such SAR, in each case, payable on the date which is ten business days following the CoC Date. In the event of a CoC, the right of a Participant to receive a payment in respect of a DSU will not be triggered prior to such Participant’s termination date. As used herein, the term “Special Value” means (i) if any Common Shares are sold as part of the transaction constituting the CoC, the weighted average of the prices paid for such shares by the acquirer, provided that if any portion of the consideration is paid in property other than cash, then the Board shall determine the fair market value of such property for purposes of determining the Special Value; and (ii) if no Common Shares are sold, the Market Price of a Common Share on the day immediately preceding the date of the CoC.

Acceleration of Awards

Notwithstanding any other provision of the Incentive Plan, the Board may at any time give notice to Participants advising that their respective Awards (other than a DSU) are all immediately exercisable or redeemable and may be exercised or redeemed only within 30 days of such notice or such other period as determined by the Board and will otherwise terminate at the expiration of such period.

Amendment Procedure

The Incentive Plan contains a formal amendment procedure. The Board may amend certain terms of the Incentive Plan without requiring the approval of the Shareholders, unless specifically required by the TSXV. Amendments not requiring Shareholder approval include, without limitation: (a) altering, extending or accelerating Award vesting terms and conditions; (b) amending the termination provisions of an Award; (c) determining adjustments pursuant to the provisions of the Incentive Plan concerning corporate changes; (d) amending the definitions contained in the Incentive Plan; (e) amending or modifying the mechanics of exercising or redeeming Awards; (f) amending provisions relating to the administration of the Incentive Plan; (h) making “housekeeping” amendments, such as those necessary to cure errors or ambiguities contained in the Incentive Plan; (g) effecting amendments necessary to comply with the provisions of applicable laws; and (h) suspending or terminating the Incentive Plan.

The Incentive Plan specifically provides that the following amendments require Shareholder approval: (a) increasing the number of Common Shares issuable under the Incentive Plan; (b) amending the Incentive Plan if such amendment could result in the aggregate number of Common Shares issued to insiders within any one year period or issuable to insiders at any time under the Incentive Plan, together with any other security-based compensation arrangement, exceeding 10% of the outstanding Common Shares; (c) amending the class of Eligible Persons which would have the potential of broadening or increasing participation in the Incentive Plan by insiders; (d) amending the formal amendment procedures of the Incentive Plan; and (g) making any amendments to the Incentive Plan required to be approved by the Shareholders under applicable law.

Other Terms

Except as provided or with the consent of the Company and any applicable regulatory authority, all Awards under the Incentive Plan will be non-assignable.

Stock option plan

At the Company’s annual general meeting held on January 10, 2023, the Shareholders ratified an incentive stock option plan for the Company (the “ Fixed Plan ”) under which the Directors were authorized to grant options to purchase up to 32,699,040 (together with any other stock option plans or option grants of the Company) of the Common Shares from time to time. The purpose of Fixed Plan is to attract and motivate directors, officers and employees of and consultants to the Company and its subsidiaries and thereby advance the Company’s interests by affording such persons with an opportunity to acquire an equity interest in the Company through the stock options.

The Company is currently listed on Tier 2 of the TSXV.

Under the policies of the TSXV options granted under the Fixed Plan, other than options granted to persons providing investor relations services, are not required to have a vesting period, although the directors may continue to grant options with vesting periods, as the circumstances require. The Fixed Plan authorizes the Board to grant stock options to the Optionees on the following terms:

The number of shares subject to each option is determined by the Board provided that the Fixed Plan, together with all other previously established or proposed share compensation arrangements may not, during any 12-month period, result in:

(a) the number of shares reserved for issuance pursuant to stock options granted to any one person exceeding 5% of the issued shares of the Company;

(b) the issuance to insiders of the Company of a number of shares exceeding 10%,

The Plan, together with all other previously established or proposed share compensation arrangements may not result in the number of shares reserved for issuance granted any consultant of a number exceeding 2% of the issued shares of the Company; or to all persons who provide Investor Relations services of a number exceeding 2% of the issued shares of the Company.

3.

The aggregate number of shares which may be issued pursuant to options granted under the Fixed Plan may not exceed 32,699,040 shares of the Company.
The exercise price of an option may not be set at less than the “Discounted Market Price” as such term is defined in the policies of the TSXV.
The options may be exercisable for a period of up to 10 years.
The options are non-assignable, except in certain circumstances. The options can only be exercised by the optionee as long as the optionee remains an Eligible Person pursuant to the Plan or within a period of not more than 90 days (30 days for providers of investor relations services) after ceasing to be an eligible optionee or, if the optionee dies, within one year from the date of the optionee's death.
On the occurrence of a takeover bid, issuer bid or going private transaction, the Board will have the right to accelerate the vesting schedules and expiry dates of all outstanding options.

Employment, consulting and management agreements

Except as described below, the Company does not have any contracts, agreements, plans or arrangements that provides for payments to a director or NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an NEO’s responsibilities.

The Company entered into an employment agreement (“ McKenzie Agreement ”) with Paul McKenzie on January 1, 2018 in connection with his acting as Chief Business Officer of the Company. Under the McKenzie Agreement, the Company agrees to pay Mr. McKenzie an annual salary of $180,000, reimburse all reasonable out-of-pocket expenses and grant incentive stock options from time to time. Mr. McKenzie has resigned as CBO as at April 23, 2019, and was re-appointed as Chief Executive Offer, on same date. In the event of a change in control Mr. McKenzie will be entitled to receive from the Company, 12 months’ compensation, plus accrued but unused vacation to the date of termination. The McKenzie Agreement will be effective until terminated pursuant to the terms and conditions of the McKenzie Agreement.

Oversight and Description of Director and Named Executive Officer Compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development. The Company has a Compensation Committee comprised of Mr. Arch Meredith, Mr. Rich Geruson and Mr. Stephen Petranek. All members are independent. The Compensation Committee has not adopted a formal charter.

The Company does not have a formal compensation program. The Compensation Committee meets to discuss and determine Management compensation, without reference to formal objectives, criteria or analysis. The general

objectives of the Company’s compensation strategy are to (a) compensate Management in a manner that encourages and rewards a high level of performance and results with a view to increasing long-term shareholder value; (b) align management’s interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other junior venture companies to enable the Company to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a junior venture company without a history of earnings. The Board, as a whole, ensures that total compensation paid to all NEOs is fair and reasonable. The Board relies on the education and experience of its members and of its Compensation Committee, as officers and directors with other companies, in assessing compensation levels.

Compensation for this fiscal year and prior fiscal years have historically been based upon a negotiated salary, with stock options and bonuses potentially being issued and paid as an incentive for performance.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.

Pension Disclosure

The Company does not have any pension or retirement plan which is applicable to the NEOs or directors. The Company has not provided compensation, monetary or otherwise, to any person who now or previously has acted as an NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plans which the Company has in place is its stock option plan and its long-term incentive plan which were previously approved by the Shareholders on November 29, 2021. Each of the stock option plan and long-term incentive plan are described more particularly above at “Executive Compensation – Stock Option Plan and Other Incentive Plans” . The number of shares issuable under the stock option plan is fixed at 32,699,040 and the number of shares issuable under the incentive plan is fixed at 4,000,000.

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, as at the end of the most recently completed financial year, being December 31, 2023:




			Number of securities remaining
	Number of securities to be	Weighted-average exercise
Plan Category	issued upon exercise of	price of outstanding options	available for future issuance under
	outstanding options		equity compensation plans (excluding
			securities reflected in column (a))

Equity compensation plans approved by securityholders	16,280,000 common shares	$0.10	16,419,040 Common Shares
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	16,280,000 common shares	$0.10	16,419,040 Common Shares

No grants had been made under the incentive plan during the year ended December 31, 2023.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the most recently completed financial year of the Company.

MANAGEMENT CONTRACTS

Other than as disclosed elsewhere in this Circular, no management functions of the Company are to any substantial degree performed by a person or company other than the directors or NEOs of the Company.

AUDIT COMMITTEE

The Company is required to have an audit committee (the “ Audit Committee ”) comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.

The Audit Committee over sees the accounting and financial reporting practices and procedures of the Company and the audits of the Company’s financial statements. The principal responsibilities of the Audit Committee include:(i) overseeing the quality, integrity and appropriateness of the internal controls and accounting procedures of the Company, including reviewing the Company’s procedures for internal control with the Company’s auditors and chief financial officer; (ii) reviewing and assessing the quality and integrity of the Company’s internal and external reporting processes, its annual and quarterly financial statements and related management discussion and analysis, and all other material continuous disclosure documents; (iii) establishing separate reviews with management and external auditors of significant changes in procedures or financial and accounting practices, difficulties encountered during auditing, and significant judgments made in management's preparation of financial statements; (iv) monitoring compliance with legal and regulatory requirements related to financial reporting; (v) reviewing and preapproving the engagement of the auditor of the Company and independent audit fees; and (vi) assessing the Company’s accounting policies, and considering, approving, and monitoring significant changes in accounting principles and practices recommended by management and the auditor.

Audit Committee Charter

The Audit Committee’s charter is set out below:

1. Purpose of the Committee

1.1. The Audit Committee represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and auditing activities and legal compliance of the Company and its subsidiaries.

2. Members of the Committee

2.1. The Audit Committee shall consist of no less than three Directors a majority of whom shall be “independent” as defined under National Instrument 52-110, while the Company is in the developmental stage of its business. The members of the Committee shall be selected annually by the Board and shall serve at the pleasure of the Board.

2.2. At least one Member of the Audit Committee must be “financially literate” as defined under National Instrument 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

3. Meeting Requirements

3.1. The Committee will, where possible, meet on a regular basis at least once every quarter, and will hold special meetings as it deems necessary or appropriate in its judgment. Meetings may be held in person or telephonically and shall be at such times and places as the Committee determines. Without meeting, the Committee may act by unanimous written consent of all members which shall constitute a meeting for the purposes of this charter.

3.2. A majority of the members of the Committee shall constitute a quorum.

4. Duties and Responsibilities

The Audit Committee’s function is one of oversight only and shall not relieve the Company’s management of its responsibilities for preparing financial statements which accurately and fairly present the Company’s financial results and conditions or the responsibilities of the external auditors relating to the audit or review of financial statements. Specifically, the Audit Committee will:

a. have the authority with respect to the appointment, retention or discharge of the independent public accountants as auditors of the Company (the “ auditors ”) who perform the annual audit in accordance with applicable securities laws, and who shall be ultimately accountable to the Board through the Audit Committee;

b. review with the auditors the scope of the audit and the results of the annual audit examination by the auditors, including any reports of the auditors prepared in connection with the annual audit;

c. review information, including written statements from the auditors, concerning any relationships between the auditors and the Company or any other relationships that may adversely affect the independence of the auditors and assess the independence of the auditors;

d. review and discuss with management and the auditors the Company’s audited financial statements and accompanying Management’s Discussion and Analysis of Financial Conditions (“ MD&A ”), including a discussion with the auditors of their judgments as to the quality of the Company’s accounting principles and report on them to the Board;

e. review and discuss with management the Company’s interim financial statements and interim MD&A and report on them to the Board;

f. pre-approve all auditing services and non-audit services provided to the Company by the auditors to the extent and in the manner required by applicable law or regulation. In no circumstances shall the auditors provide any non-audit services to the Company that are prohibited by applicable law or regulation;

g. evaluate the external auditor’s performance for the preceding fiscal year, reviewing their fees and making recommendations to the Board;

h. periodically review the adequacy of the Company's internal controls and ensure that such internal controls are effective;

i. review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the auditors that may have a significant impact on the Company’s financial reports, and report on them to the Board;

j. oversee and annually review the Company’s Code of Business Conduct and Ethics;

k. approve material contracts where the Board of Directors determines that it has a conflict;

l. establish procedures for the receipt, retention and treatment of complaints received by the Company regarding the audit or other accounting matters;

m. where unanimously considered necessary by the Audit Committee, engage independent counsel and/or other advisors at the Company’s expense to advise on material issues affecting the Company which the Audit Committee considers are not appropriate for the full Board;

n. satisfy itself that management has put into place procedures that facilitate compliance with the provisions of applicable securities laws and regulation relating to insider trading, continuous disclosure and financial reporting;

o. review and monitor all related party transactions which may be entered into by the

Company; and

p. periodically review the adequacy of its charter and recommending any changes thereto to the Board.

5. Miscellaneous

5.1. Nothing contained in this Charter is intended to extend applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.

Composition of the Audit Committee

The Audit Committee consists of three directors. Unless it is a ‘venture issuer’ (an issuer the securities of which are not listed or quoted on any of the Toronto Stock Exchange, a market in the United States of America other than the over-the-counter market, or a market outside of Canada and the U.S.A.) as of the end of its last financial year, NI 52110 requires each of the members of the Audit Committee to be independent and financially literate. Since the Company is a ‘venture issuer’, it is exempt from this requirement. In addition, the Company’s governing corporate legislation requires NexOptic to have an Audit Committee composed of a minimum of three directors, a majority of whom are not officers or employees of NexOptic.

The members of NexOptic’s audit committee are Mr. Stephen Petranek, Mr. Rich Geruson, and Mr. Arch Meredith. All members are considered independent members of the Audit Committee. All members are considered to be financially literate.

A member of the audit committee is independent if the member has no direct or indirect material relationship with NexOptic. A material relationship means a relationship which could, in the view of NexOptic’s board of directors, reasonably interfere with the exercise of a member’s independent judgment.

A member of the audit committee is considered financially literate if he or she has 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 reasonably be expected to be raised by NexOptic.

Relevant Education and Experience

The education and experience of each member of the Audit Committee relevant to the performance of his responsibilities as an Audit Committee member and any education or experience that would provide the member with:

an understanding of the accounting principles used by NexOptic to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by NexOptic financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting, are as follows:

Arch Meredith – Mr. Meredith is the Managing Partner of a private venture capital firm with a focus in the technology sector. He has served as Chief Financial Officer of an advanced technology development company. He received his B.A degree from Stanford University and his M.B.A. from the Stanford Graduate School of Business.

Stephen Petranek – Mr. Petranek is the Operating Partner of Ocean Zero LLC, a venture capital fund focused on decarbonizing ocean shipping and pleasure boating by investing in innovative young companies and accelerating the adoption of their technologies. He is a partner in Virya LLC, a venture capital fund devoted to accelerating cutting edge clean energy technologies. He is the former editor-in-chief of the world’s largest scientific magazine, Discover, and was the senior editor for sciences at Life Magazine. Earlier in his career Petranek was the editor of The Washington Post’s magazine. Mr. Petranek is also a recipient of the prestigious John Hancock Award for Business and Financial Writing.

Richard Geruson – Mr. Geruson is an experienced business professional and holds graduate degrees from Oxford University, including a D.Phil. in economics. He has previous senior roles including CEO of Lexmark International, Phoenix Technologies and VoiceSignal Technologies, and Senior Vice President and executive positions at Nokia, IBM, Toshiba and McKinsey & Co.

Each of the Audit Committee members have experience in dealing with financial statements, accounting issues, internal controls and other matters relating to public companies.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance of Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

(a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or (b) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Polices on Certain Exemptions

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the services provided by Smythe LLP, Chartered Professional Accountants (“ Smythe LLP ”), to the Company to ensure auditor independence. Fees incurred with Smythe LLP for audit services in the last two fiscal years are outlined below:

Nature of Services	Fees Paid to Auditor in Year Ended	Fees Paid to Auditor in Year Ended
	December 31, 2022	December 31, 2023

Audit Fees(1)	$25,000	$25,000
Audit Related Fees(2)	$-	$-
Tax Fees(3)	$6,000	$6,000
All other Fees(4)	$-	$-
Total	$31,000	$31,000

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” includes all other non-audit services”.

Reliance on Exemptions in NI 52-110 regarding Audit Committee Composition and Reporting Obligations

Since the Company is a venture issuer, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in ‘ Composition of the Audit Committee’ above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in this Circular).

CORPORATE GOVERNANCE

General

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and considers the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of NexOptic. National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices , NexOptic is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Composition of the Board

The Board facilitates its exercise of independent supervision over management by ensuring that the Board is composed of a majority of independent directors. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. The Board has four directors, three of which are considered to be independent. Mr. Meredith, Petranek and Geruson are considered to be independent directors for the purposes of NI 58-101 and Mr. McKenzie is not considered to be independent due to his relationship to the Company as a senior officer.

The Board of the Company facilitates its exercise of supervision over Company's management through frequent meetings of the Board.

Mandate of the Board

The Board has responsibility for the stewardship of the Company including responsibility for strategic planning, identification of the principal risks of the Company’s business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management),

communications with investors and the financial community and the integrity of the Company’s internal control and management information systems.

The Board sets long term goals and objectives for the Company and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Board delegates the responsibility for managing the day-to-day affairs of the Company to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business. The Board is responsible for protecting Shareholders interests and ensuring that the incentives of the Shareholders and of management are aligned.

As part of its ongoing review of business operations, the Board reviews, as frequently as required, the principal risks inherent in the Company’s business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the Board also assesses the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the Board, the Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans. Management of the Company is authorized to act without board approval, on all ordinary course matters relating to the Company’s business.

The Board also monitors the Company’s compliance with timely disclosure obligations and reviews material disclosure documents prior to distribution.

The Board is responsible for selecting and appointing senior management and for monitoring their performance.

Directorships

The following table sets forth the directors of NexOptic who currently hold directorships in other reporting issuers:

Name of Director	Other Issuer
Paul McKenzie	DeepMarkit Corp. ProStar Holdings Inc.

Position Descriptions

The Board has not developed written position descriptions for the chair or the chair of any board committees or for the CEO. Given the size of the Company’s infrastructure and the existence of only a small number of officers, the Board does not feel that it is necessary at this time to formalize position descriptions in order to delineate their respective responsibilities.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s business and industry and on the responsibilities of directors. Board meeting may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

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 directors' 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. Further, the Company’s auditor has full and unrestricted access to the audit committee at all times to discuss the audit of the Company’s financial statements and any related findings as to the integrity of the financial reporting process.

Under applicable corporate legislation, a director is required to act honestly and in good faith with a view to the best interest of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction is a director or officer (or an individual acting in a similar capacity) of a party to the contract or voting on the contract or transaction, unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid, and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board delegates the oversight of compensation for the Company’s officers to a Compensation Committee comprised of Mr. Arch Meredith, Mr. Richard Geruson and Mr. Stephen Petranek. All members are independent.

The Compensation Committee has not adopted a formal charter and takes into consideration industry standards and the Company’s financial situation in determining appropriate compensation metrics.

Other Board Committees

The Board has no committees other than the Audit Committee as described under the heading “Audit Committee” and Compensation Committee as described under the headings “ Executive Compensation ”.

Assessments

The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of its committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing to mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Board monitors the adequacy of information given to directors, communication between Board and Management and the strategic direction and processes of the Board and its committees.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

BOARD APPROVAL

The contents of this Information Circular have been approved and its mailing has been authorized by the directors of the Company.

DATED at Vancouver, British Columbia, this 12th day of November 2024.

BY ORDER OF THE BOARD OF NEXOPTIC TECHNOLOGY CORP.

“Paul McKenzie”

Paul McKenzie, Chief Executive Officer

SCHEDULE “A”

NOTICE OF CHANGE IN AUDITOR

A- 1

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January 11, 2024

Private and Confidential

British Columbia Securities Commission Alberta Securities Commission TSX Venture Exchange

Dear Sirs/Mesdames:

RE: NEXOPTIC TECHNOLOGY CORP. (THE “COMPANY”) CHANGE OF AUDITOR

We are writing in accordance with Section 4.11(5)(a) of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated January 11, 2024 and that based on our current knowledge we are in agreement with the information contained in such Notice.

Yours very truly,

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Chartered Professional Accountants

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A- 2

NOTICE OF CHANGE OF AUDITOR

(NATIONAL INSTRUMENT 51-102)

To: Alberta Securities Commission British Columbia Securities Commission TSX Venture Exchange

And to: Smythe LLP, Chartered Professional Accountant

(“Smythe”)

In accordance with section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations (“ NI51-102 ”) the Audit Committee and the Board of Directors of NexOptic Technology Corp. (“ the Company ), hereby provide notice that Smythe has resigned as the Company’s auditor effective November 17, 2023 (the “Resignation”).

In accordance with NI 51-102, we confirm that:

(a) Smythe has resigned, upon their own initiative, as auditors of the Company effective as at November 17, 2023;
(b) Smythe has not expressed any modified opinion in its reports for the two most recently completed fiscal years of the Company, nor for the period from the most recently completed period for which Smythe issued an audit report in respect of the Company and the date of this notice;
(c) This notice and the resignation of Smythe as the auditor of the Company was considered and approved by the audit committee and the board of directors of the Company. The audit committee and the board of directors of the Company is actively considering options for a new auditor but have not yet recommended a replacement auditor to fill the vacancy; and
(d) In the opinion of the board of directors of the Company no reportable events (as defined in section 7(e) of NI 51-102) has occurred in connection with the audits of the two most recently completed fiscal years of the Company, nor any period from the most recently completed period for which an audit report in respect of the Company and the date of this notice.

DATED at Vancouver, this 11[th] day of January, 2024

NEXOPTIC TECHNOLOGY CORP.

“Paul McKenzie”

Paul McKenzie

Chief Executive Officer & Director

A- 3

NOTICE OF CHANGE OF AUDITOR

(NATIONAL INSTRUMENT 51-102)

To: Alberta Securities Commission British Columbia Securities Commission TSX Venture Exchange And To: MNP LLP, Chartered Professional Accountant (“MNP”)

And to: Smythe LLP, Chartered Professional Accountant (“Smythe”)

In accordance with NI 51-102, we confirm that:

(a) Smythe has resigned, upon their own initiative, as auditors of the Company effective as at November 17, 2023 and the directors of the Company have, as at January 11, 2024 appointed MNP as successor auditors in their place;
(b) Smythe has not expressed any modified opinion in its reports for the two most recently completed fiscal years of the Company, nor for the period from the most recently completed period for which Smythe issued an audit report in respect of the Company and the date of this notice;
(c) This notice and the resignation of Smythe and consen of MNP as the auditor of the Company was considered and approved by the audit committee and the board of directors of the Company;
(d) In the opinion of the board of directors of the Company no reportable events (as defined in section 7(e) of NI 51-102) has occurred in connection with the audits of the two most recently completed fiscal years of the Company, nor any period from the most recently completed period for which an audit report in respect of the Company and the date of this notice; and

DATED at Vancouver, this 12[th] day of January, 2024

NEXOPTIC TECHNOLOGY CORP.

“Paul McKenzie”

Paul McKenzie

Chief Executive Officer & Director

A- 4

January 11, 2024

TO: Alberta Securities Commission British Columbia Securities Commission

Dear Sirs/Madams:

Re: NexOptic Technology Corp. (the “Company”)

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of the Company dated January 11, 2024 (“the Notice”) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm. We advise that we have no basis to agree or disagree with the comments in the Notice relating to Smythe LLP.

Yours very truly,

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Chartered Professional Accountants Vancouver, BC

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A- 5

AI assistant

NexOptic Technology Corp. — Proxy Solicitation & Information Statement 2024

46575_rns_2024-11-14_e345bfc7-de5d-46c8-85d8-5700bca6c0d2.PDF

NEXOPTIC TECHNOLOGY CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

ON BEHALF OF THE BOARD OF DIRECTORS OF NEXOPTIC TECHNOLOGY CORP.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXY

Provisions Relating to Voting of Proxies

Advice to Beneficial Holders of Common Shares

Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

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

INTEREST OF INFORMED PERSONS MATERIAL TRANSACTIONS

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

2. NUMBER OF DIRECTORS

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF SETTING THE NUMBER OF DIRECTORS OF THE COMPANY FOR THE ENSUING YEAR AT FOUR (4), UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

3. ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies

Individual Bankruptcies

Penalties or Sanctions

4. APPOINTMENT OF AUDITORS

EXECUTIVE COMPENSATION

Named Executive Officers

“ Named Executive Officers or NEOs ” means:

Director and Named Executive Officer Compensation

Table of compensation excluding compensation securities

External Management Companies

Stock Options and Other Compensation Securities

Compensation Securities

Notes:

Stock option plans and other incentive plans

Long Term Incentive Plan

Purpose of the Incentive Plan

Administration of the Incentive Plan

Eligible Persons

Description of Awards

(a) SARs

(b) RSUs

(d) All Awards and Other Awards

Share Purchase Program

Restrictions on Awards

Substitute Awards

Termination

Adjustments

Change of Control

Acceleration of Awards

Amendment Procedure

Other Terms

Stock option plan

3.

Employment, consulting and management agreements

Oversight and Description of Director and Named Executive Officer Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

Audit Committee Charter

1. Purpose of the Committee

2. Members of the Committee

3. Meeting Requirements

4. Duties and Responsibilities

5. Miscellaneous

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance of Certain Exemptions

Pre-Approval Polices on Certain Exemptions

External Auditor Service Fees

Reliance on Exemptions in NI 52-110 regarding Audit Committee Composition and Reporting Obligations

CORPORATE GOVERNANCE

General

Composition of the Board

Mandate of the Board

Directorships

Position Descriptions

Orientation and Continuing Education

NexOptic Technology Corp. Proxy Solicitation & Information Statement 2024