NL2 CAPITAL INC.

Notice of Annual and Special Meeting of Shareholders

Management Information Circular

Meeting Date: June 26, 2025

NL2 CAPITAL INC.
1300-1969 Upper Water Street, Halifax, NS B3J 3R7

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT:

The annual and special meeting ("Meeting") of the shareholders ("Shareholders") of NL2 Capital Inc. ("Corporation") will be held at the offices of McInnes Cooper, Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, on Thursday, June 26th, 2025 at 9:00 a.m. (Atlantic Time) for the following purposes:

(a) to receive the financial statements of the Corporation for the year ended December 31, 2024, together with the report of the auditor thereon. No vote by Shareholders with respect thereto is required or proposed to be taken;
(b) to elect directors of the Corporation for the forthcoming year;
(c) to appoint the auditor of the Corporation for the forthcoming year and to authorize the directors to fix the auditor's remuneration;
(d) to ratify, confirm and approve the Corporation’s incentive stock option plan; and
(e) to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the management information circular ("Circular") accompanying and forming part of this notice of meeting.

Only Shareholders of record as of the close of business on Thursday, May 22, 2025, are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting as a Registered Shareholder, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend the Meeting. Sending your proxy will not prevent you from voting at the Meeting. All proxies completed by Registered Shareholders must be received by the Corporation's transfer agent, Computershare Investor Services Inc., not later than Tuesday, June 24, 2025 at 9:00 a.m. (Atlantic Time). A Registered Shareholder must return the completed proxy to Computershare Investor Services Inc., as follows:

(a) by mail in the enclosed envelope;
(b) by the Internet or telephone as described on the enclosed proxy; or
(c) by registered mail, by hand or by courier to the attention of Computershare Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found on page 3 of the attached Circular.

If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted you should sign and return all proxies and voting instruction forms that you receive.

Dated at Halifax, Nova Scotia, as of the 28th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Chris Dobbin"

President, Chief Executive Officer, Chief Financial Officer and Secretary

NL2 CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING...1
BUSINESS TO BE TRANSACTED AT THE MEETING...5
Presentation of Financial Statements...5
Election of Directors...5
Appointment of Auditor...7
Approval of Incentive Stock Option Plan...7
EXECUTIVE COMPENSATION...9
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS...11
CORPORATE GOVERNANCE...11
PROPOSALS BY SHAREHOLDERS...14
ADDITIONAL INFORMATION...14
APPROVAL OF CIRCULAR...15
APPENDIX A CHANGE OF AUDITOR PACKAGE...16
APPENDIX B AUDIT COMMITTEE CHARTER...20
APPENDIX C INCENTIVE STOCK OPTION PLAN...26

NL2 CAPITAL INC.
MANAGEMENT INFORMATION CIRCULAR
(as at May 28, 2025 except as indicated)
(in Canadian dollars)

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF NL2 CAPITAL INC. ("Corporation") for use at the annual and special meeting of the shareholders of the Corporation ("Shareholders") to be held at Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, on Thursday, June 26, 2025 at 9:00 a.m. (Atlantic Time) ("Meeting"), or at any adjournment thereof, for the purposes set forth in the accompanying notice of meeting ("Notice of Meeting").

Solicitation of Proxies

Solicitation of proxies will be primarily by mail but may also be by telephone or other means of communication by the directors, officers, employees or agents of the Corporation at nominal cost. All costs of solicitation will be paid by the Corporation. The Corporation will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

Appointment and Revocation of Proxies

Shareholders of the Corporation may be "Registered Shareholders" or "Non-Registered Shareholders". If common shares of the Corporation ("Common Shares") are registered in the Shareholder's name, they are said to be owned by a "Registered Shareholder". If Common Shares are registered in the name of an intermediary and not registered in the Shareholder's name, they are said to be owned by a "Non-Registered Shareholder". An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set forth the different procedures for voting Common Shares at the Meeting to be followed by Registered Shareholders and Non-Registered Shareholders.

The persons named in the enclosed instrument appointing a proxy are officers and directors of the Corporation. Each Shareholder has the right to appoint a person or company (who need not be a Shareholder) to attend and act for him or her at the Meeting other than the persons designated in the enclosed form of proxy. Shareholders who have given a proxy also have the right to revoke it insofar as it has not been exercised. The right to appoint an alternate proxyholder and the right to revoke a proxy may be exercised by following the procedures set out below under "Registered Shareholders" or "Non-Registered Shareholders", as applicable.

If any Shareholder receives more than one (1) proxy or voting instruction form, it is because that Shareholder's shares are registered in more than one form. In such cases, Shareholders should sign and submit all proxies or voting instruction forms received by them in accordance with the instructions provided.

Registered Shareholders

Registered Shareholders have two (2) methods by which they can vote their Common Shares at the Meeting, namely during the Meeting or by proxy. To assure representation at the Meeting, Registered Shareholders are encouraged to return the proxy included with the Circular. Sending in a proxy will not prevent a Registered Shareholder from voting at the Meeting. The vote will be taken and counted at the Meeting. Registered Shareholders who do not plan to attend the Meeting or who do not wish to vote during the Meeting can vote by proxy.

Proxies must be received by the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare"), not later than Tuesday, June 24, 2025, at 9:00 a.m. (Atlantic Time). A Registered Shareholder must return the completed proxy to Computershare Investor Services Inc., as follows:

(a) by mail in the enclosed envelope; or
(b) by the Internet or telephone as described on the enclosed proxy; or
(c) by registered mail, by hand or by courier to the attention of Computershare Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

To exercise the right to appoint a person or company to attend and act for a Registered Shareholder at the Meeting, such Shareholder must strike out the names of the persons designated on the enclosed instrument appointing a proxy and insert the name of the alternate appointee in the blank space provided for that purpose.

To exercise the right to revoke a proxy, in addition to any other manner permitted by law, a Shareholder who has given a proxy may revoke it by instrument in writing, executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, by a duly authorized officer or attorney thereof, and deposited: (i) at the registered office of the Corporation, Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, Attn: Julie Robinson, at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or at any adjournment thereof, or (ii) with the chairman of the Meeting on the date of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked.

Non-Registered Shareholders

Non-Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs". Non-Registered Shareholders who have objected to their intermediary disclosing the ownership information about themselves to the Corporation are referred to as "OBOs".

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Circular, and either the voting instructions form ("VIF") or the form of proxy, as applicable, (collectively, the "Meeting Materials") directly to the NOBOs and indirectly, through intermediaries, to the OBOs. The Corporation will also pay the fees and costs of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

Meeting Materials Received by OBOs from Intermediaries:

The Corporation has distributed copies of the Meeting Materials to intermediaries for distribution to OBOs. Intermediaries are required to deliver these materials to all OBOs of the Corporation who have not waived their rights to receive these materials, and to seek instructions as to how to vote the Common Shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to OBOs.

OBOs who receive Meeting Materials will typically be given the ability to provide voting instructions in one of two ways:

(a) Usually, an OBO will be given a VIF which must be completed and signed by the OBO in accordance with the instructions provided by the intermediary. In this case, the mechanisms described above for Registered Shareholders cannot be used and the instructions provided by the intermediary must be followed.

(b) Occasionally, an OBO may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of Common Shares owned by the OBO but is otherwise not completed. This form of proxy does not need to be signed by the OBO but must be completed

by the OBO and returned to Computershare Investor Services Inc. in the manner described above for Registered Shareholders.

The purpose of these procedures is to allow OBOs to direct the proxy voting of the Common Shares that they own but that are not registered in their name. Should an OBO who receives either a form of proxy or a VIF wish to attend and vote at the Meeting (or have another person attend and vote on his or her behalf), the OBO should strike out the persons named in the form of proxy as the proxy holder and insert the OBO's (or such other person's) name in the blank space provided or, in the case of a VIF, follow the instructions provided by the intermediary. In either case, OBOs who received Meeting Materials from their intermediary should carefully follow the instructions provided by the intermediary.

To exercise the right to revoke a proxy, an OBO who has completed a proxy (or a VIF, as applicable) should carefully follow the instructions provided by the intermediary.

Proxies returned by intermediaries as "non-votes" because the intermediary has not received instructions from the OBO with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Common Shares represented by such "non-votes" will, however, be counted in determining whether there is a quorum.

Meeting Materials Received by NOBOs from the Corporation:

As permitted under NI 54-101, the Corporation has used a NOBO list to send the Meeting Materials directly to the NOBOs whose names appear on that list. If you are a NOBO and the Corporation's transfer agent, Computershare, has sent these materials directly to you, your name and address and information about your holdings of Common Shares of the Corporation have been obtained from the intermediary holding such shares on your behalf in accordance with applicable securities regulatory requirements.

As a result, any NOBO of the Corporation can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided. Computershare will tabulate the results of the VIFs received from the Corporation's NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs received by Computershare.

By choosing to send these materials to you directly, the Corporation (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. The intermediary holding Common Shares on your behalf has appointed you as the proxyholder of such Common Shares, and therefore you can provide your voting instructions by completing the proxy included with this Circular in the same way as a Registered Shareholder. Please refer to the information under the heading "Registered Shareholders" for a description of the procedure to return a proxy, your right to appoint another person or company as your proxy to attend the Meeting, and your right to revoke the proxy.

Participation in the Meeting by Non-Registered Shareholders:

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Non-Registered 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.

Notice-and-Access

The Corporation is not sending the Meeting Materials to Registered Shareholders or Non-Registered Shareholders using notice-and-access delivery procedures defined under NI 54-101 and National Instrument 51-102, Continuous Disclosure Obligations.

Exercise of Proxies

Where a choice is specified, the Common Shares represented by proxy will be voted for, withheld from voting or voted against, as directed, on any poll or ballot that may be called. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of all matters referred to on the form of proxy. The proxy also confers discretionary authority to vote for, withheld from voting, or vote against amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting.

Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business that will be presented at the Meeting other than that referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed instrument appointing a proxy to vote in accordance with the recommendations of management of the Corporation.

Voting Shares

The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 18,974,500 are issued and outstanding as of the date hereof.

The board of directors of the Corporation (the "Board" or "Board of Directors") has fixed the record date for the Meeting as the close of business on Thursday, May 22, 2025 (the "Record Date"). Only Shareholders of record as of the close of business on the Record Date will be entitled to vote at the Meeting.

Shareholders entitled to vote shall have one (1) vote each on a show of hands and one (1) vote per Common Share at the Meeting.

Quorum

Two (2) persons present and each entitled to vote at the Meeting and authorized to cast at the Meeting in aggregate not less than ten percent (10%) of the total number of votes attaching to all shares of the Corporation carrying the right to vote will constitute a quorum at the Meeting.

Principal Shareholders

As of the date hereof:

Chris Dobbin beneficially owns, or exercises control or direction over, directly or indirectly, 2,920,000 Common Shares or 15.39% of the issued and outstanding Common Shares;
Wayne Myles beneficially owns, or exercises control or direction over, directly or indirectly, 2,955,000 Common Shares or 15.57% of the issued and outstanding Common Shares;
the Estate of Norman Wayne Fulcher beneficially owns, or exercises control or direction over, directly or indirectly, 2,500,000 Common Shares or 13.17% of the issued and outstanding Common Shares; and
Todd McDonald and Nicklas Coleman each beneficially own, or exercise control or direction over, directly or indirectly, 2,000,000 Common Shares or 10.54% of the issued and outstanding Common Shares.

To the knowledge of the directors and executive officers of the Corporation, no other person or company beneficially owns, or exercises control or direction over, directly or indirectly, ten percent (10%) or more of the voting rights attached to the outstanding Common Shares.

BUSINESS TO BE TRANSACTED AT THE MEETING

Presentation of Financial Statements

The financial statements of the Corporation, the auditor's report thereon and management's discussion and analysis for the year ended December 31, 2024, are filed on SEDAR+ under the Corporation's profile and will be presented to the Shareholders at the Meeting.

Election of Directors

The Articles of Incorporation of the Corporation provide that the size of the Board must consist of not less than one (1) director and not more than ten (10) directors to be elected annually.

The persons named in the list that follows are the current directors of the Corporation and all are, in the opinion of management, well qualified to direct the Corporation's activities for the ensuing year. They have all confirmed their willingness to continue to serve as directors, if re-elected. The term of office of each director elected will be until the next annual meeting of the Shareholders or until the position is otherwise vacated.

Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing a proxy will have the right to use their discretion in voting for a properly qualified substitute.

Name, City and Province of Residence	Principal Occupation	Director Since	Current Position(s) with the Corporation	Common Shares of the Corporation Owned, Controlled or Directed
Chris Dobbin Halifax, NS, Canada	President and CEO of Nova Leap Health Corp.	March 4, 2022	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director	2,920,000^{(2)}
Dana Hatfield (1) Halifax, NS, Canada	Chief Financial Officer, GoGold Resources Inc., a mineral exploration and production company	March 4, 2022	Director	1,000,000
Michael O’Keefe (1) Halifax, NS, Canada	Co-Founder and Director of Finleaf Technologies Inc., an aquaculture and ag-tech company	March 4, 2022	Director	1,200,000
Wayne Myles, KC (1) Grande-Digue, NB, Canada	Counsel with O’Keefe & Sullivan, Atlantic Canada based business law firm, and as a director of numerous public and private companies	March 4, 2022	Chair of the Board and Director	2,955,000^{(3)}

Notes:

(1) Member of the Audit Committee. Mr. O'Keefe is the Chair of the Audit Committee.
(2) 2,510,000 Common Shares are held by Precipice Holdings Limited, a company controlled by Mr. Dobbin.
(3) 455,000 Common Shares are jointly controlled by Wayne Myles and his spouse.

Chris Dobbin, CPA, CA, ICD.D – Director, Chief Executive Officer, Chief Financial Officer and Secretary – Chris Dobbin is the Founding President & CEO of Nova Leap Health Corp. (TSXV: NLH) and the CEO, CFO and director of the Corporation. Mr. Dobbin has over 25 years of professional experience, has been named one of Atlantic Canada’s Emerging Leaders, is an EY Entrepreneur of the Year® 2019 Atlantic award winner, and has received national recognition as the recipient of the 2013 Exempt Market Dealers Association ("EMDA") Private Debt Deal of the Year and 2012 EMDA Private Equity Deal of the Year awards.

Mr. Dobbin is a Chartered Professional Accountant, a member of YPO, has a Bachelor of Commerce degree from Mount Allison University, holds the ICD.D designation and is a former Director of the Private Capital Markets Association of Canada.

Dana Hatfield, CPA, CA – Director – Dana Hatfield is the Chief Financial Officer of GoGold Resources Inc. (TSX: GGD), a Canadian company which produces silver and gold in Mexico, and he has over 25 years of financial leadership in increasingly senior roles. Prior to joining GoGold Resources Inc., Mr. Hatfield served as CFO for Brigus Gold Corp., Senior Vice President Finance for AuRico Gold Inc., and Director of Finance with the Eastern Canada division of Sysco Corporation. In his current and past roles, Mr. Hatfield has or has had oversight over financial reporting, internal controls, budgeting and planning, equity and debt financings, and operational finance functions. Prior to this, he was a Senior Manager with an international accounting firm advising various public companies on Canadian and US stock exchange regulations, equity financings, and general financial management. Mr. Hatfield is a director of Nova Leap Health Corp.

Mr. Hatfield is a Chartered Professional Accountant and has a Bachelor of Commerce degree from Dalhousie University in Halifax, Nova Scotia.

Michael O'Keefe, CPA, CMA – Director – Michael O'Keefe is Co-founder and Director of Finleaf Technologies Inc., a pre-revenue aquaculture and ag-tech Company. Mr. O'Keefe formerly served as Chief Financial Officer and founding Director for Aqualitas Inc., a licensed aquaponics cultivation company with national distribution across Canada, as well as international interests. Mr. O'Keefe has over 30 years in senior financial positions for both public and private companies, including previously serving as Chief Financial Officer of Morien Resources Corp. and Advanced Primary Minerals Corp., both mineral exploration companies listed on the TSX Venture Exchange. Mr. O'Keefe was previously Director of Finance for Erdene Resource Development Corporation (TSX:ERD), a precious metals exploration company operating in Mongolia, and was part of the senior management team for one of the "50 Best Managed" private companies in Canada before joining Erdene's management team. Mr. O'Keefe is a director and audit committee chair of Nova Leap Health Corp. (TSXV:NLH). Mr. O'Keefe also served as an independent Board member for Chebucto Terence Bay Wind Field Ltd., from initial planning through to its commercial operation date.

Mr. O'Keefe is a Chartered Professional Accountant, has a Master of Business Administration from St. Mary's University and a Bachelor of Business Administration degree from St Francis Xavier University.

Wayne Myles, KC, FIIC – Director – Wayne Myles, KC, FIIC, is an active investor and entrepreneur, and over more than the past 4 decades, has been a partner, managing partner or otherwise associated with numerous Atlantic Canada based law firms, including currently as Counsel to the business law firm O'Keefe & Sullivan. During that period, he has also served as lead counsel and strategic business advisor on more than 100 domestic and international acquisitions and sales, financings, government and regulatory affairs and licensing mandates. He has significant and diverse experience as a director of numerous public and private companies. He has also been recognized with numerous professional achievements, distinctions and awards, including being named as one of 'Canada's Top 25 Most Influential Lawyers' by Canadian Lawyer Magazine and by appointment as a Fellow of the Insolvency Institute of Canada.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set forth below, no proposed director of the Corporation:

(a) is, as of the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver management or trustee appointed to hold its assets; or

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

Wayne Myles, a director of the Corporation, was a Trustee holder of shares in and in that capacity was also appointed as director of Big Erics Inc. ("Big Erics") and Big Erics' affiliated company, Terra Nova Old Port Foods Inc. ("Terra Nova"), and together with Big Erics, the "Applicants"). In 2023, the Applicants filed an application with the Supreme Court of Newfoundland and Labrador (the "Court") pursuant to the Companies' Creditors Arrangement Act ("CCAA"), and the Court granted the application and an initial order on July 18, 2023, which was subsequently amended and restated. Ultimately, the Applicants each successfully sold their assets during the CCAA Court proceedings, with the oversight and approval of the Court and its Monitor, and the Court issued various orders throughout, including those that have vested assets, provided releases for the benefit of advisors, officers, and directors (including Mr. Myles) in the usual form. The administration of such CCAA proceedings was formally concluded by order of the Court dated January 28, 2025, upon the filing of the Monitor's termination certificate, which occurred on February 19, 2025.

Appointment of Auditor

The Board has determined to appoint Manning Elliott LLP as the Corporation's auditors and to propose Manning Elliott LLP for appointment at the Meeting. The Shareholders will be asked at the Meeting to vote for the appointment of Manning Elliott LLP as auditor of the Corporation until the next annual meeting of Shareholders, at a remuneration to be fixed by the Board. KPMG LLP, the Corporation's prior auditor, resigned on May 16, 2025. KPMG LLP's auditors' reports on the financial statements of the Corporation for the years ended December 31, 2024, and December 31, 2023, did not express a modified opinion, and KPMG LLP has not had any reportable events as defined in National Instrument 51-102, Continuous Disclosure Obligations. A copy of the change of auditor package is attached as Appendix A to this Circular and has been filed on SEDAR+ under the Corporation's profile.

It is intended that all proxies received will be voted in favour of the appointment of Manning Elliott LLP as auditor of the Corporation, unless a proxy contains instructions to withhold the same from voting. Greater than 50% of the votes of Shareholders present or represented by proxy at the Meeting are required to approve the appointment of Manning Elliott LLP as auditor of the Corporation.

Approval of Incentive Stock Option Plan

The Board of Directors of the Corporation approved a 10% "rolling" incentive stock option plan on December 22, 2022, as amended and restated by the Board of Directors on June 21, 2024 (the "Plan"). Under the Plan, the Board of Directors may from time to time, in its discretion, and in accordance with TSX Venture Exchange ("TSX-V" or "Exchange") requirements (including Policy 2.4 - Capital Pool Companies (the "CPC Policy")) and applicable securities legislation, grant to directors, officers and technical consultants to the Corporation non-transferable options to purchase Common Shares ("CPC Stock Options"), provided that the number of Common Shares reserved for issuance will not exceed ten percent (10%) of the Common Shares of the Corporation issued and outstanding as at the date of grant of any CPC Stock Option, and that the exercise period does not exceed ten (10) years from the date of grant. The following summary description of the Plan is qualified in its entirety by the text of the Plan, which is attached as Appendix C to this Circular.

The exercise price of CPC Stock Options are set by the Board of Directors at the time such CPC Stock Options are granted and shall not be less than the Discounted Market Price (as defined in Exchange Policy 1.1 - Interpretation and subject to Exchange Policy 4.4 - Security Based Compensation).

The number of Common Shares issuable to any individual director or officer may not exceed five percent (5%) of the issued and outstanding Common Shares of the Corporation as at the date of grant of the CPC Stock Option.

The number of Common Shares issuable at any given time to all technical consultants in aggregate may not exceed two percent (2%) of the issued and outstanding Common Shares of the Corporation as at the date of grant of any CPC Stock Option.

Subject to the Corporation receiving Disinterested Shareholder Approval (as defined in the Plan), (i) the number of Common Shares that are issuable pursuant to CPC Stock Options granted to Insiders (as defined in the Plan) (as a group) must not exceed 10% of the issued and outstanding Common Shares at any point in time; and (ii) the number of Common Shares that are issuable pursuant to all CPC Stock Options granted in any twelve (12) month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any CPC Stock Option is granted to any Insider.

An optionee that ceases to be a director, officer or technical consultant of the Corporation, for any reason other than termination for cause or death of the optionee, may exercise such optionee's CPC Stock Option at any time within ninety (90) days following the date that the optionee ceased to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer (as defined in the CPC Policy), provided that the exercise of the CPC Stock Option must be (i) prior to the expiry date of the CPC Stock Option that would otherwise apply if not for the optionee ceasing to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, in accordance with the terms of the CPC Stock Option; and (ii) only to the extent that the optionee was entitled to exercise such CPC Stock Option at the date such optionee ceased to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, as the case may be. If an optionee ceases to be a director, officer or technical consultant of the Corporation due to termination for cause, such optionee's CPC Stock Options will expire immediately. If an optionee dies prior to the expiry of their CPC Stock Options, the CPC Stock Options may be exercised by the optionee's legal representatives within one year from the date of the optionee's death, or the earlier expiry of such CPC Stock Option.

Notwithstanding the foregoing, the term of a CPC Stock Option must expire not later than twelve (12) months after the optionee ceases to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such CPC Stock Option.

All CPC Stock Options and Common Shares issued prior to the date of the Final QT Exchange Bulletin (as defined in the CPC Policy) pursuant to the exercise of CPC Stock Options are subject to escrow under a CPC escrow agreement (the "CPC Escrow Agreement"). Common Shares held in escrow will be released from escrow as prescribed in the CPC Escrow Agreement, which includes the following release provisions:

(a) All CPC Stock Options granted prior to the date of the Final QT Exchange Bulletin and all Common Shares issued pursuant to the exercise of such CPC Stock Options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than CPC Stock Options that were granted prior to the Corporation's initial public offering with an exercise price that was less than the issue price of the Common Shares under that offering and any Common Shares issued pursuant to the exercise of such CPC Stock Options which will be released in accordance with (b) below; and

(b) Except for the CPC Stock Options and Common Shares issued pursuant to the exercise of such CPC Stock Options that are released in accordance with the above, all Common Shares held in escrow will be released from escrow in accordance with the following schedule:

Release Dates	Percentage to be Released
Date of Final QT Exchange Bulletin	25%
Date 6 months following Final QT Exchange Bulletin	25%
Date 12 months following Final QT Exchange Bulletin	25%

Date 18 months following Final QT Exchange Bulletin	25%
TOTAL	100%

Annual Approval of the Plan

At the Meeting, Shareholders will be asked to approve the following ordinary resolution approving, adopting and ratifying the Plan (the "Plan Resolution"):

BE IT RESOLVED as an ordinary resolution of the Shareholders of the Corporation that:

the Plan in the form attached as Appendix C to the management information circular of the Corporation dated May 28, 2025, be and the same is hereby ratified, confirmed and approved subject to applicable regulatory approval;
the form of the Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the Shareholders;
any one of the directors or officers of the Corporation is hereby authorized to take all such actions and execute and deliver all such documents as are necessary or desirable for the implementation of this resolution; and
notwithstanding the approval of the Shareholders as herein provided, the Board of Directors of the Corporation may, in its sole discretion, at any time suspend or terminate the Plan in accordance with its terms or revoke this resolution before it is acted upon, without further approval of the Shareholders of the Corporation.

The directors of the Corporation believe the Plan is in the Corporation's best interests and recommend that the Shareholders approve the Plan Resolution. It is intended that all proxies received will be voted in favour of approving the Plan Resolution, unless a proxy contains instructions to vote against. Greater than 50% of the votes of Shareholders present in person or by proxy are required to approve the Plan Resolution.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

The following sets forth the information required under Form 51-102F6V, Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V") regarding all compensation paid, payable, awarded, granted, given, or otherwise provided during the Corporation's two most recently completed financial years to all persons acting as directors or as "Named Executive Officers" or "NEOs".

The following persons are Named Executive Officers of the Corporation under Form 51-102F6V:

(a) the Corporation's chief executive officer ("CEO");
(b) the Corporation's chief financial officer ("CFO");
(c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(d) any additional individuals who would have been an NEO under (c) except that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

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For the financial year ended December 31, 2024, the Corporation had one NEO, Chris Dobbin, the CEO and CFO of the Corporation.

Total Compensation

The following table sets forth all compensation paid or payable to each director and NEO by the Corporation during the two most recently completed financial years.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of all other compensation ($)	Total compensation ($)
Chris Dobbin
Director, President, CEO, CFO and Secretary	2024	Nil	Nil	N/A	Nil	Nil
	2023	Nil	Nil	N/A	Nil	Nil
Dana Hatfield
Director	2024	Nil	Nil	N/A	Nil	Nil
	2023	Nil	Nil	N/A	Nil	Nil
Michael O’Keefe
Director	2024	Nil	Nil	N/A	Nil	Nil
	2023	Nil	Nil	N/A	Nil	Nil
Wayne Myles, KC
Director	2024	Nil	Nil	N/A	Nil	Nil
	2023	Nil	Nil	N/A	Nil	Nil

Compensation Securities

The Corporation did not grant or issue any compensation securities to any director or NEO, and no compensation securities were exercised by any director or NEO, in the financial year ended December 31, 2024.

Incentive Plans

The Plan is the sole equity compensation plan adopted by the Corporation. For a description of the Plan, see "Business to be Transacted at the Meeting – Approval of Incentive Stock Option Plan".

Employment, Consulting and Management Agreements

There are currently no written employment, consulting or management agreements in place. Mr. Dobbin provides his services to the Corporation under an oral engagement agreement.

Oversight and Description of Director and Named Executive Officer Compensation

The Corporation's Board of Directors is responsible for the oversight of the Corporation's strategy, policies and programs for the compensation and development of directors and NEOs.

Named Executive Officer Compensation

The Corporation does not currently have a formal executive compensation program in place. Compensation of the Corporation's NEOs is determined by the Board. Named Executive Officers are eligible to receive options pursuant to the Plan at the discretion of the Board.

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Director Compensation

The Corporation does not pay fees to its Board members at this time. Directors are eligible to receive options pursuant to the Plan at the discretion of the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Plan is the sole equity compensation plan adopted by the Corporation. The following table sets out information as of December 31, 2024 with regard to outstanding options and Common Shares authorized for issuance under the Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (Cdn) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) (c)
Stock Options	1,370,000	N/A	527,450
Total:	1,370,000	N/A	527,450 (1)

Notes:
(1) This number equals 10% of the total issued and outstanding Common Shares on December 31, 2024 (which was 18,974,500) less the number of Common Shares reported under Column (a) above.

For a description of the Plan, see "Business to be Transacted at the Meeting – Approval of Incentive Stock Option Plan".

CORPORATE GOVERNANCE

The Board endorses the efforts of the securities commissions or similar regulatory authorities across Canada in continuing the evolution of good corporate governance practices. The Board is committed to adhering to the highest standards in all aspects of its activities.

The corporate governance practices described below are subject to change as the Corporation evolves. Some of its practices are representative of its junior size; however, the Corporation expects to periodically monitor and refine such practices as the size and scope of its operations increase. The Board shall remain sensitive to corporate governance issues and shall continuously seek to set up the necessary measures, control mechanisms and structures to ensure an effective discharge of its responsibilities without creating additional undue overhead costs and reducing the return on shareholders' equity.

Board of Directors

The Board is currently comprised of four (4) directors, three (3) of whom are "independent" within the meaning of National Instrument 52-110, Audit Committees ("NI 52-110"). Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Corporation's Board of Directors, be reasonably expected to interfere with the exercise of the directors' independent judgment. In addition, certain individuals, by definition, are deemed to have a "material relationship" with the Corporation and therefore are deemed not to be independent.

Dana Hatfield, Michael O'Keefe and Wayne Myles, current directors of the Corporation, are considered independent of the Corporation. Chris Dobbin is not considered independent as he is the President, CEO, CFO and Secretary of the Corporation.

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The Board of Directors meets at least once each calendar quarter and otherwise as required. The frequency of the meetings and the nature of the meeting agendas are dependent on the nature of the business and affairs which the Corporation faces from time to time. The independent directors are given the opportunity to meet separately at the end of each meeting of the Board of Directors, but do not hold regularly scheduled meetings at which the non-independent director and members of management are not in attendance. Having considered the current size of the Board of Directors, the majority of independent directors on the Board of Directors, the experience of the independent directors with other reporting issuers and the opportunity to hold separate meetings of the independent directors, the Board of Directors believes that there is sufficient leadership for the independent directors.

Directorships

Mr. Dobbin, Mr. Hatfield, and Mr. O'Keefe serve on the board of directors of Nova Leap Health Corp. and Mr. Wayne Myles serves on the boards of directors of Torrent Capital Ltd, Nova Leap Health Corp. and SONA Nanotech Inc.

Orientation and Continuing Education

Given the size of the Board of Directors, there is no formal program for the orientation and education of new recruits to the Board of Directors. The Board of Directors endeavours to facilitate continuing education for directors to ensure they keep up to date on changing governance issues and requirements and legislation or regulations in their field of experience and maintain the skills and knowledge necessary to meet their obligations as directors of the Corporation.

Ethical Business Conduct

Through the Board's ongoing supervision of the Corporation's business and affairs, the directors encourage and promote a corporate culture of ethical business conduct. The Board of Directors believes that the fiduciary duties and restrictions applicable to real or potential conflicts of interest placed on directors and officers by corporate legislation and the common law are sufficient to ensure that the directors and officers act in the best interests of the Corporation. Accordingly, the Board of Directors has not adopted a formal code of business conduct at this time.

Certain of the Corporation's directors serve as directors or officers of other reporting issuers or have significant shareholdings in other companies. To the extent that such other companies may participate in business ventures in which the Corporation may participate, the directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such director will not participate in negotiating and concluding terms of any proposed transaction. In addition, any director or officer who may have an interest in a transaction or agreement with the Corporation is required to disclose such interest and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

Diversity of the Board & Senior Management

While the Corporation believes that nominations to the Board and appointments to senior management should be based on merit, the Corporation recognizes that diversity supports broader and balanced perspective, debate and discussion which, in turn, enhances decision-making.

The Board will strive for inclusion of diverse groups, knowledge and viewpoints on the Board and in executive officer positions. In conjunction with its consideration of the qualifications and experience of potential directors and executive officers, as well as the skills, expertise, experience and independence which the Board requires to be effective, the Board will consider the level of diversity (including the representation of women, Indigenous peoples, persons with disabilities or members of visible minorities (collectively, "members of designated groups")) on the Board when identifying and nominating candidates for election or re-election to the Board, and will consider the level of diversity (including the representation of members of designated groups) in executive officer positions when the Board makes executive officer appointments. The Board will be responsible for recommending qualified persons for Board nominations and in doing so, it will consider the benefits of all aspects of diversity on the Board and develop

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recruitment protocols that seek to include diverse candidates, including proactively searching for diverse candidates in the recruitment process.

The Corporation has not adopted a formal written diversity policy and has not established targets with respect to the appointment of individuals to the Board or senior management who self-represent as being members of designated groups. Due to the small size of the Board and the management team, the Board does not believe that a formal policy is necessary to ensure that diversity (including the level of representation of members of designated groups) is included as a factor in its decision-making when identifying and nominating candidates for election or re-election to the Board and for senior management positions.

As of the date hereof, the Corporation has four directors and one member of senior management, which member of senior management is also a director. None of the Corporation's directors or members of senior management identify as being an Indigenous person, a person with a disability, a member of a visible minority or a woman.

Compensation

Remuneration of the executive officers of the Corporation is determined by the Board. The Board also administers the Plan, including any option grants to the directors and officers. The Corporation does not pay fees to its Board members or executive officers at this time.

Audit Committee

Audit Committee's Charter

The Audit Committee has a written charter, a copy of which is included in Appendix B.

Composition of the Audit Committee

The members of the Audit Committee are Wayne Myles, Dana Hatfield and Michael O'Keefe (Chair). All members of the Audit Committee are independent and financially literate within the meaning of NI 52-110.

Relevant Education and Experience

For a summary of the education and experience of each Audit Committee member relevant to their responsibilities on the Audit Committee, see their biographies included under "Business to be Transacted at the Meeting – Election of Directors".

Reliance on Certain Exemptions

At no time since incorporation has the Corporation relied upon the exemptions in section 2.4 of NI 52-110 (De Minimis Non-audit Services), subsection 6.1.1(4) of NI 52-110 (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member), subsection 6.1.1(6) of NI 52-110 (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemption) of NI 52-110. The Corporation is relying on the exemption set out in section 6.1 of NI 52-110 applicable to venture issuers.

Pre-Approval Policies and Procedures

Except as otherwise set forth in the Audit Committee charter, the Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Services Fees

The aggregate fees incurred for audit and non-audit services provided by KPMG LLP for the years ended December 31, 2023 and December 31, 2024 are as follows:

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Nature of Services	Year ended December 31, 2024	Period ended December 31, 2023
Audit Fees^{(1)}	$19,500.00	$15,996.50
Audit-Related Fees^{(2)}	$0	$0
Tax Fees^{(3)}	$3,014.73	$0
All Other Fees^{(4)}	$0	$0
Total	$22,514.73	$15,996.50

Notes:
(1) "Audit Fees" include fees necessary to perform the annual audit of the Corporation's financial statements. Audit Fees also include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements, including 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 auditors, including 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 includes fees for tax compliance, tax planning and tax advice.
(4) "All Other Fees" include all other non-audit services provided by KPMG LLP.

Assessments

The responsibility for assessing directors on an ongoing basis is assumed in full by the Board and every director is entitled to bring the matter to the Board of Directors. The Board does not perform regular assessments; however, the Board believes that the size of the Corporation facilitates informal discussion and evaluation of the Board, its committees and its members.

PROPOSALS BY SHAREHOLDERS

Pursuant to the Canada Business Corporations Act, resolutions intended to be presented by Shareholders for action at the next annual meeting must comply with the provisions of the Canada Business Corporations Act and be deposited at the Corporation's head office between January 27, 2026 and March 28, 2026, in order to be included in the management information circular relating to the next annual meeting.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be obtained from the Corporation's public disclosure found on the SEDAR+ website at www.sedarplus.ca. Financial information is provided in the Corporation's comparative annual financial statements and management discussion & analysis ("MD&A") for its most recently completed financial year. The financial statements and MD&A are available on SEDAR+ at www.sedarplus.ca.

To request copies of the Corporation's financial statements or MD&A, Shareholders may contact Chris Dobbin at NL2 Capital Inc., 1300-1969 Upper Water Street, Halifax, NS B3J 3R7, Telephone (902) 401-9480.

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APPROVAL OF CIRCULAR

The contents and the distribution of this Circular have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS, as of the 28th day of May, 2025.

(Signed) "Chris Dobbin"
President, Chief Executive Officer, Chief Financial Officer and Secretary

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APPENDIX A

CHANGE OF AUDITOR PACKAGE

See attached.

NL2 CAPITAL INC.
(the "Corporation")

CHANGE OF AUDITOR NOTICE
Pursuant to National Instrument 51-102, Section 4.11

TO: KPMG LLP

AND TO: Manning Elliott LLP

AND TO: Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Ontario Securities Commission

NOTICE IS HEREBY GIVEN in accordance with National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") that:

On May 16, 2025, KPMG LLP (the "Former Auditor"), on its own initiative, notified the Corporation of its decision to decline to stand for reappointment as auditors of the Corporation for the year ended December 31, 2025;
The Board of Directors of the Corporation has determined to appoint Manning Elliott LLP (the "Successor Auditor") as the Corporation's auditors and to propose the Successor Auditor for appointment as the auditors of the Corporation at the next annual general meeting of the shareholders of the Corporation;
The resignation of the Former Auditor as auditors of the Corporation was considered and accepted by the Board of Directors of the Corporation, and the appointment of the Successor Auditor has been approved by the Board of Directors;
The Former Auditor's auditors' reports on the financial statements of the Corporation for the years ended December 31, 2023 and December 31, 2024 did not express a modified opinion; and
There have been no reportable events (as defined in NI 51-102).

DATED May 22, 2025.

NL2 CAPITAL INC.

Per: signed "Chris Dobbin"
Chris Dobbin
President, CEO, CFO and Secretary

manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

May 22, 2025

To:

Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Ontario Securities Commission

Dear Sir/ Mesdames,

Re: NL2 Capital Inc. (the "Company")

Notice of Change of Auditor

We have read the Notice of Change of Auditor from the Company (the "Notice"), dated May 22, 2025 delivered to us pursuant to Part 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations.

In this regard, we confirm that we are in agreement with the statements with respect to Manning Elliott LLP as set out in the Notice, and for other statements, we have no basis to agree or disagree.

Yours truly,

MANNING ELLIOTT LLP

Manning Elliott LLP

Chartered Professional Accountants

KPMG

KPMG LLP
Purdy's Wharf Tower One
1959 Upper Water Street, Suite 1000
Halifax, NS B3J 3N2
Canada
Telephone 902 492 6000
Fax 902 492 1307

To
Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Ontario Securities Commission

May 25, 2025

Dear Sir/Madam

Re: Notice of Change of Auditors of NL2 Capital Inc.

We have read the Notice of NL2 Capital Inc. dated May 22, 2025 and are in agreement with the statements contained in such Notice except that we are not in a position to agree or disagree with the statements in items 2 and 3 of such notice.

Yours very truly,

KPMG LLP

Chartered Professional Accountants

© 2025 KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.

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APPENDIX B
AUDIT COMMITTEE CHARTER

NL2 CAPITAL INC.
AUDIT COMMITTEE CHARTER

1.0 PURPOSE

1.1 The Audit Committee ("Committee") is a standing committee of the board of directors (the "Board") of NL2 Capital Inc. (the "Corporation") charged with assisting the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

serve as an independent and objective party to oversee the Corporation's accounting and financial reporting processes, internal control system, and external audits of its financial statements;
review and appraise the performance of the Corporation's external auditors; and
provide an open avenue of communication among the Corporation's auditors, financial and senior management, and the Board.

2.0 COMMITTEE MEMBERSHIP

2.1 The Board shall annually appoint a minimum of three (3) directors to the Committee, a majority of whom shall not be executive officers, employees or control persons of the Corporation or any of its associates or affiliates.

2.2 If the Corporation ceases to be a "venture issuer" (as that term is defined in National Instrument 52-110 – Audit Committees ("NI 52-110")), then all of the members of the Committee shall be financially literate and independent (as those terms is defined in NI 52-110).

2.3 If the Corporation ceases to be a "venture issuer" (as that term is defined in NI 52-110), then all members of the Committee shall be financially literate. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

2.4 Members of the Committee shall typically be appointed at the first meeting of the Board held following each annual meeting of the shareholders of the Corporation.

2.5 A member may resign or be removed from the Committee at any time and thereafter shall be replaced by the Board. A member of the Committee will automatically cease to be a member at such time as that individual ceases to be a director of the Corporation.

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3.0 CHAIR OF THE COMMITTEE

3.1 The Board shall in each year appoint a chair of the Committee ("Chair") from among the members of the Committee. In the Chair's absence, or if the position is vacant, the Committee may select another member to act as interim Chair.

3.2 The Chair shall be responsible to ensure the Committee meets regularly and performs its duties as set out herein, and to report to the Board on the activities of the Committee.

4.0 RESPONSIBILITIES AND DUTIES

4.1 To fulfill its responsibilities and duties, the Committee shall:

Financial Statement and Disclosure Matters

(a) review the annual audited financial statements, and shall report thereon to the Board;

(b) review the interim unaudited financial statements and, if satisfactory, approve such interim unaudited financial statements;

(c) satisfy itself that the Corporation's annual audited financial statements are fairly presented in accordance with applicable Canadian generally accepted accounting principles and recommend to the Board whether the annual financial statements should be approved and included in the Corporation's annual report, if any;

(d) satisfy itself that the information contained in the Corporation's interim financial statements, management discussion and analysis ("MD&A"), and any other financial publication or disclosure of financial information extracted or derived from the Corporation's financial statements does not include any untrue statement of any material fact or omit to state a material fact that is required or necessary to avoid making a statement that is misleading in light of the circumstances under which it was made;

(e) review the Corporation's financial statements, MD&A and, if applicable, annual and interim earnings press releases referring to financial information before the information is publicly disclosed, and ensure that adequate procedures are in place for the review of any other public disclosure derived from the Corporation's financial statements, and periodically assess the adequacy of those procedures;

(f) discuss with management and the external auditor significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including any significant changes in the Corporation's selection or application of accounting principles, any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies;

(g) review and discuss reports from the external auditor on:

(i) all critical accounting policies and practices to be used;

(ii) all alternative treatments of financial information within applicable Canadian generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor; and

(iii) other material written communications between the external auditor and management, such as any management letter or schedule of unadjusted differences;

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Oversight of the Corporation's External Auditors

(h) make recommendations to the Board regarding the selection and compensation of the external auditor to be put forth for appointment at each annual meeting of the Corporation;

(i) satisfy itself that the external auditor reports directly to the Committee;

(j) oversee the work of the external auditor engaged to prepare or issue an auditor's report or perform other audit, review, or attest services for the Corporation, including the resolution of any disagreements between management and the external auditor regarding financial reporting;

(k) obtain and review a report from the external auditor at least annually regarding:

(i) the external auditor's internal quality-control procedures;

(ii) any material issues raised by the most recent internal quality control review, or peer review, of the external audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;

(iii) any steps taken to deal with any such issues; and

(iv) all relationships between the external auditor and the Corporation, including non-audit services;

(l) evaluate the qualifications, performance and independence of the external auditor, including considering whether the external auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence, taking into account the opinions of management, and to present its conclusions with respect to the external auditor to the Board;

(m) satisfy itself of the rotation of the audit partners and consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis;

(n) meet with the external auditor and financial management of the Corporation to review the scope of the proposed audit for the current year and the audit procedures to be used;

(o) satisfy itself that the audit function has been effectively carried out and that any matter which the external auditor wishes to bring to the attention of the Board has been addressed and that there are no unresolved differences between management and the external auditor;

(p) pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Corporation by its external auditor, subject to the de minimis exceptions for non-audit services described in NI 52-110, section 2.4, which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Committee at its next scheduled meeting;

(q) review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation;

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Financial Reporting and Risk Management

(r) review the audit plan of the external auditor for the current year, and review advice from the external auditors relating to management and internal controls and the Corporation's responses to the suggestions made therein;

(s) discuss with management the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation's risk assessment and risk management policies;

(t) satisfy itself that the Corporation has implemented appropriate systems of internal control over financial reporting, the safeguarding of the Corporation's assets and other "risk management" functions affecting the Corporation's assets, management and financial and business operations, and that these systems are operating effectively;

Compliance Oversight Responsibilities

(u) establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;

(v) establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;

(w) discuss with management and the external auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Corporation's financial statements or accounting policies;

(x) discuss with the Corporation's general counsel or outside counsel, as appropriate, legal matters that may have a material impact on the financial statements, or the Corporation's compliance policies; and

(y) satisfy itself that all regulatory compliance issues have been identified and addressed and identifying those that require further work.

4.2 While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles applicable rules and regulations. These are the responsibilities of management and the external auditor.

5.0 GENERAL RESPONSIBILITIES

5.1 The Committee shall:

(a) make regular reports to the Board;

(b) have the right, for the purpose of performing their duties:

(i) to inspect all the books and records of the Corporation and its subsidiaries;

(ii) to discuss such accounts and records and any matters relating to the financial position of the Corporation with the officers and auditor of the Corporation and its subsidiaries; and

(iii) to commission reports or supplemental information relating thereto;

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(c) permit the Board to refer to the Committee such matters and questions relating to the financial position of the Corporation and its affiliates or the reporting related thereto as the Board may from time to time see fit; and

(d) perform any other activities consistent with this Charter, the Corporation's By-Laws and governing law, as the Committee or the Board deems necessary or appropriate.

6.0 MEETINGS

6.1 The Chair will appoint a secretary who will keep minutes of all meetings ("Secretary"). The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.

6.2 No business shall be transacted by the Committee unless a quorum of the Committee is present or the business is transacted by resolution in writing signed by all members of the Committee. A majority of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one half of the number of members plus one shall constitute a quorum.

6.3 The Committee shall meet as often as it deems necessary to carry out its responsibilities but not less frequently than quarterly.

6.4 The time, place, and procedure of the meetings of the Committee shall be determined by the Committee, unless otherwise provided for in the By-Laws of the Corporation or otherwise determined by resolution of the Board.

6.5 Meetings may be held in person, by teleconferencing, or by videoconferencing.

6.6 Any decision made by the Committee shall be determined by a majority vote of the members of the Committee present. A member will be deemed to have consented to any resolution passed or action taken at a meeting of the Committee unless the member dissents.

6.7 Minutes of the Committee will be kept by the Secretary. The approved minutes of the Committee shall be circulated to the Board forthwith and shall be duly entered in the books of the Corporation.

7.0 ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS

7.1 The Committee shall have full, free, and unrestricted access to management and employees and to the relevant books and records of the Corporation.

7.2 The Committee may invite such other persons (e.g. the CEO, CFO, Controller) to its meetings as it deems necessary.

7.3 The Committee shall have the authority to:

(a) retain independent legal, accounting, or other relevant advisors as it may deem necessary or appropriate to discharge its responsibilities;

(b) set and pay the compensation of any such advisors, at the expense of the Corporation; and

7.4 Any advisors retained shall report directly to the Committee.

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8.0 REPORTING REQUIREMENTS

8.1 The Committee shall make regular reports to the Board, through the Chair, following meetings of the Committee.

9.0 ANNUAL REVIEW AND ASSESSMENT

9.1 The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

9.2 The Committee shall review its own performance annually and report to the Board.

10.0 REMUNERATION

10.1 The members of the Committee shall be entitled to receive such remuneration for acting as a member of the Committee as the Board may from time to time determine.

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APPENDIX C

INCENTIVE STOCK OPTION PLAN

NL2 CAPITAL INC.
(the "Corporation")

AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN

Dated June 21, 2024

Article 1

Purpose and Interpretation

Purpose

1.1 The purpose of this Plan is to advance the interests of the Corporation by encouraging Service Providers to acquire Shares of the Corporation thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation, rewarding significant performance achievements and furnishing them with additional incentive in their efforts on behalf of the Corporation and its subsidiaries in the conduct of their affairs.

Definitions

1.2 In this Plan, the following terms shall have the following meanings:

(a) “Black-Out Period” means a period of time during which the Corporation has determined that one or more Optionees may not trade any securities of the Corporation as a result of the existence of undisclosed material information pertaining to the Corporation pursuant to the Corporation’s internal trading policies (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an Insider, that Insider, is subject), which period ends upon the general disclosure of such undisclosed material information;

(b) “Board” means the board of directors of the Corporation or a committee thereof to which the board of directors has delegated its duties and powers hereunder, as the context requires;

(d) “Consultant” means a person, other than a Director, Officer, Employee or Management Company Employee, that:

(i) provides on an ongoing bona fide basis, consulting, technical, management or other like services to the Corporation, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract with the Corporation; and

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation;

(e) “Consultant Company” means a Consultant that is not an individual;

(f) “Corporation” means NL2 Capital Inc., a company incorporated under the laws of Canada, and includes, unless the context otherwise requires, any of its subsidiaries and any successor corporation;

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(g) “CPC” has the meaning attributed thereto in Policy 2.4 of the TSX-V Policies;

(h) “Director” means a director of the Corporation or any of its subsidiaries;

(i) “Discounted Market Price” has the meaning attributed thereto in Policy 1.1 of the TSX-V Policies and subject to Policy 4.4 of the TSX-V Policies;

(j) “Disinterested Shareholder Approval” means approval by a majority of the votes cast by all the Corporation’s shareholders at a duly constituted shareholders’ meeting, excluding votes as are required to be excluded in the circumstances pursuant to the TSX-V Policies;

(k) “Distribution” has the meaning attributed thereto in Policy 1.1 of the TSX-V Policies;

(l) “Employee” means:

(i) an individual who is considered an employee of the Corporation under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);

(ii) an individual who works full-time for the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Corporation on a continuing and regular basis for at least 10 hours per week or such greater amount of time per week specified by the Board, providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source;

(m) “Exchange Hold Period” has the meaning attributed thereto by Policy 1.1 of the TSX-V Policies;

(n) “Expiry Date” means the day on which an Option lapses as specified by the Board or in accordance with the terms of this Plan;

(o) “Initial Public Offering” or “IPO” has the meaning attributed thereto by Policy 1.1 of the TSX-V Policies;

(p) “Insider” means an insider as defined in the TSX-V Policies, the Securities Act or other securities legislation applicable to the Corporation;

(q) “Investor Relations Activities” has the meaning attributed thereto by Policy 1.1 of the TSX-V Policies;

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

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

(t) “Market Price” has the meaning attributed thereto by Policy 1.1 of the TSX-V Policies;

(u) “Net Exercise” has the meaning attributed thereto by Policy 4.4 of the TSX-V Policies.

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(v) "Officer" means an officer of the Corporation as defined under the Securities Act;

(w) "Option" means the right to purchase Shares granted hereunder to a Service Provider;

(x) "Optionee" means a recipient of an Option hereunder;

(y) "person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, limited liability company, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

(z) "Plan" means this amended and restated incentive stock option plan;

(aa) "Regulatory Approval" means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder;

(bb) "Regulatory Authorities" means the TSX-V or any other stock exchange on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation, this Plan or the Options granted from time to time hereunder;

(cc) "Qualifying Transaction" shall have the meaning attributed thereto in Policy 2.4 of the TSX-V Policies;

(dd) "Securities Act" means the Securities Act (Nova Scotia), as amended from time to time, or any successor legislation;

(ee) "Security Based Compensation" shall have the meaning attributed thereto in Policy 4.4 of the TSX-V Policies.

(ff) "Service Provider" means a person who is a bona fide Director, Officer, Employee, Management Company Employee or Consultant, and also includes a company which is wholly-owned by one or more Service Providers;

(gg) "Shares" means the common shares of the Corporation as currently constituted or, in the event of an adjustment as contemplated by Sections 4.13 and 4.14, such other shares or securities to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment;

(hh) "Shareholder Approval" means approval by a majority of the votes cast by eligible shareholders of the Corporation at a duly constituted shareholders' meeting;

(ii) "Target Company" shall have the meaning attributed thereto in Policy 2.4 of the TSX-V Policies;

(jj) "TSX-V" means the TSX Venture Exchange and any successor thereto;

(kk) "TSX-V Policies" means the rules and policies of the TSX-V as amended from time to time; and

(ll) "Vendors" shall have the meaning attributed thereto in Policy 2.4 of the TSX-V Policies.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX-V Policies, will have the meaning assigned to them in the TSX-V Policies.

Gender

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1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

Article 2

Administration of the Plan

Administration

2.1 The Plan will be administered by the Board. The Board may make, amend and repeal at any time and from time to time such regulations not inconsistent with the Plan as it may deem necessary or advisable for the proper administration and operation of the Plan and such regulations will form part of the Plan. The Board may delegate such administrative duties and powers to a committee, director, senior officer or employee of the Corporation as it may see fit.

Interpretation

2.2 The interpretation by the Board of any of the provisions of the Plan and any determination by it pursuant thereto will be final and conclusive and will not be subject to any dispute by any Optionee. No member of the Board or any person acting pursuant to authority delegated by it hereunder will be liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Board and each such person will be entitled to indemnification with respect to any such action or determination in the manner provided for by the Corporation.

Article 3

Option Plan

Maximum Plan Shares

3.1 Subject to adjustment as provided for herein, the maximum aggregate number of Shares which may be subject to issuance pursuant to Options granted under this Plan shall not exceed 10% of the issued and outstanding Shares of the Corporation at the time any Options are granted. The aggregate number of Shares to be delivered upon exercise of all Options granted under this Plan shall not exceed the maximum number of shares permitted under the rules of any Regulatory Authority.

3.2 The maximum aggregate number of Options granted to any one person (and companies wholly owned by that person) in a 12-month period must not exceed 5% of the issued and outstanding Shares calculated at the time of granting an Option to the person (unless the Corporation has obtained Disinterested Shareholder Approval to do so), provided that, unless the TSX-V permits otherwise:

(a) the maximum aggregate number of Options granted to any one Consultant in a 12-month period must not exceed 2% of the issued and outstanding Shares, calculated as at the date an Option is granted to the Consultant; and

(b) the maximum aggregate number of Options granted all Investor Relations Service Providers must not exceed 2% of the issued and outstanding Shares in any 12-month period, calculated as at the date an Option is granted to any such person.

3.3 Notwithstanding Section 3.2, for so long as the Corporation is a CPC:

(a) the aggregate number of Shares reserved for issuance under Options granted to any one director or senior officer must not exceed 5% of the issued and outstanding Shares as at the date of grant of any Option;

(b) the aggregate number of Shares reserved for issuance under Options granted to technical consultants must not exceed 2% of the issued and outstanding Shares as at the date of grant of any Option; and

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(c) no Options may be granted to any person providing Investor Relations Activities, promotional or market-making services.

3.4 Subject to Section 3.9,

(a) the maximum aggregate number of Shares that are issuable pursuant to all Options granted to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares at any point in time; and

(b) the maximum aggregate number of Shares that are issuable pursuant to all Options granted in any 12 month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date any Option is granted to any Insider.

Eligibility

3.5 Options to purchase Shares may be granted hereunder to Service Providers of the Corporation, or its subsidiaries, from time to time by the Board, except that as long as the Corporation is a CPC, Options may only be granted to a director or senior officer of the Corporation or, where permitted by securities laws, a technical consultant whose particular industry expertise in relation to the business of the Vendors or the Target Company is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned by such a director, officer or technical consultant.

3.6 Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX-V and the Corporation is obtained.

3.7 By granting Options hereunder to an Employee, Consultant or Management Company Employee, the Corporation represents that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

3.8 Notwithstanding any provision of this Plan, while the Corporation is a CPC, no Option may be granted unless the Optionee first enters into an escrow agreement agreeing to deposit the Option, and the Shares acquired pursuant to the exercise of such Option, into escrow in accordance with Policy 2.4 of the TSX-V Policies.

Disinterested Shareholder Approval

3.9 The Corporation will be required to obtain Disinterested Shareholder Approval with respect to any amendment to the Plan or actions respecting the Plan where required by TSX-V Policies, including prior to any of the following actions becoming effective:

(a) if at any time the Plan, together with all of the Corporation’s previously established outstanding Security Based Compensation or grants, could result in:

(i) the number of Shares issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group) exceeding 10% of the outstanding Shares;

(ii) the number of Shares issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group), within a 12-month period, exceeding 10% of the outstanding Shares, calculated on the date any Security Based Compensation is granted or issued to any Insider; or

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(iii) the number of Shares issuable pursuant to all Security Based Compensation granted or issued to any one person (and companies wholly owned by that person), within a 12-month period, exceeding 5% of the outstanding Shares, calculated on the date an Option is granted to the person;

(b) the grant of any Option that would result in any of the limits in (a)(i), (ii) or (iii) above being exceeded unless the Plan permits, at the time of grant of the Option, such limits to be exceeded;

(c) any amendment to an Option held by an Insider that would have the effect of decreasing the exercise price or extending the term of the Option; or

(d) any amendment to an Option that results in a benefit to an Insider.

Options Not Exercised

3.10 In the event an Option granted under the Plan expires unexercised, or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Shares that were issuable thereunder will be returned to the Plan and again be available for the purposes of the Plan.

Powers of the Board

3.11 The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

(a) allot Shares for issuance in connection with the exercise of Options;

(b) grant Options hereunder;

(c) subject to any necessary Regulatory Approval and the terms of the Plan, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under the Plan unless the alteration or impairment occurred as a result of a change in the TSX-V Policies or the Corporation’s tier classification; and

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of the Plan by the Board of Directors

3.12 Subject to the requirements of the TSX-V Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan or any Option granted as follows:

(a) it may make amendments which are of a typographical, grammatical or clerical nature only;

(b) it may change the vesting provisions of an Option granted hereunder, subject to prior written approval of the TSX-V, if applicable;

(c) it may change the termination provision of an Option granted hereunder which does not entail an extension beyond the original Expiry Date of such Option;

(d) it may make amendments necessary as a result in changes in securities laws applicable to the Corporation;
(e) if the Corporation becomes listed or quoted on a stock exchange or stock market other than the TSX-V, it may make such amendments as may be required by the policies of such stock exchange or stock market;
(f) it may make such amendments as reduce, and do not increase, the benefits of this Plan to Service Providers; and
(g) any other amendments permitted by the TSX-V Policies and not otherwise requiring Shareholder Approval or Disinterested Shareholder Approval under the TSX-V Policies or this Plan.

Amendments Requiring Shareholder Approval

3.13 The Corporation will be required to obtain Shareholder Approval for amendments to the Plan in accordance with TSX-V Policies, including amendments to the following provisions of the Plan:

(a) persons eligible to be granted Options under the Plan;
(b) the maximum percentage of Shares that are issuable under the Plan;
(c) the limits under the Plan on the number of Options that may be granted to any one person or any category of persons;
(d) the method for determining the exercise price of Options;
(e) the maximum term of Options;
(f) the expiry and termination provisions applicable to Options, including the addition of a blackout period;
(g) the addition of a Net Exercise provision; and
(h) any method or formula for calculating prices, values or amounts under the Plan that may result in a benefit to an Optionee.

Article 4 Terms and Conditions of Options

Exercise Price

4.1 The exercise price of an Option will be set by the Board at the time such Option is granted and shall not be less than the Discounted Market Price, provided that the exercise price per Share under any Option granted by the Corporation prior to the closing of the IPO cannot be less than the lowest price at which Seed Shares (as defined by TSX-V Policies) were issued by the Corporation.
4.2 If, in accordance with the TSX-V Policies, the Corporation does not issue a news release to announce the grant and the exercise price of an Option, the Discounted Market Price is the last closing price of the Shares before the date of grant of the Option, less the applicable discount.
4.3 If the exercise price of an Option is at a discount to the Market Price, any certificate representing the Options and any Shares issued upon exercise of the Options prior to the end of the Exchange Hold Period will be legended with the Exchange Hold Period commencing on the grant date of the Options. In the case of uncertificated Shares, the Exchange Hold Period will be legended on any written notice or acknowledgement issued in respect of the Shares.

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Term of Option

4.4 Options shall be for a fixed term and exercisable from time to time as determined in the discretion of the Board at the time of grant, provided that, subject to extension pursuant to Section 4.6, no Option shall have a term exceeding 10 years.

Vesting of Options

4.5 Subject to the discretion of the Board, the Options granted to an Optionee under this Plan shall fully vest on the date of grant of such Options. In accordance with the TSX-V Policies, and subject to the TSX-V approval to the contrary, Options granted to Optionees retained to provide Investor Relations Activities must vest (and not otherwise be exercisable) in stages over a minimum of 12 months, such that:

(a) no more than ¼ of the Options vest no sooner than three months after the Options were granted;

(b) no more than another ¼ of the Options vest no sooner than six months after the Options were granted;

(d) the remainder of the Options vest no sooner than 12 months after the options were granted.

Extension of Options Expiring During Blackout Period

4.6 Should the Expiry Date for an Option fall within a Blackout Period, such Expiry Date shall, subject to approval of the TSX-V, be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. The ten (10) Business Day period referred to in this section may not be extended by the Board.

Optionee Ceasing to be Director, Employee or Service Provider

4.7 Subject to Sections 4.8, 4.9, 4.10 and 4.11, if an Optionee ceases to be a Service Provider, his Option shall terminate immediately, or at such later date specified by the Board at the time of granting the Option (not later than one year following the date of termination), and all rights to purchase Shares under such Option shall cease and expire and be of no further force or effect upon termination.

4.8 If, before the expiry of an Option in accordance with the terms thereof, the Optionee ceases to be a Service Provider for any reason whatsoever other than termination by the Corporation for cause or death of the Optionee, such Option may, subject to the terms thereof and any other terms of the Plan, be exercised by the Optionee at any time within ninety (90) days following the date of the Optionee ceased to be a Service Provider, but, in any case, the exercise of the Option must be:

(a) prior to the Expiry Date of the Option that would otherwise apply if not for the Optionee ceasing to be a Service Provider in accordance with the terms of the Option; and

(b) only to the extent that the Optionee was entitled to exercise such Option at the date he ceased to be a Service Provider.

4.9 Options shall not be affected in the event the Optionee ceases to fall within a listed category contained in the definition of a "Service Provider" hereunder where such Optionee continues to fall within another listed category of such definition.

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4.10 Notwithstanding the foregoing, any Options granted while the Corporation is a CPC must have a term expiring not later than 12 months after the Optionee ceases to be a director, senior officer or technical consultant of the Corporation, or of the Resulting Issuer (as defined in Policy 2.4 of the TSX-V Policies), as the case may be, subject to any earlier expiry date of such Option.

Death of Optionee

4.11 If an Optionee dies prior to the Expiry Date of an Option, the Optionee’s legal representatives may, by the earlier of:

(a) one year from the date of the Optionee’s death (or such lesser period as may be specified by the Board at the time of granting the Option); and
(b) the Expiry Date of the Option,

exercise any portion of such Option.

Non Assignable

4.12 Subject to Section 4.11, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

4.13 If the Corporation amalgamates or merges with or into another company or enters into an arrangement or other business combination with another company, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger, arrangement or other business combination if the Optionee had exercised his Option immediately prior to the record date applicable to such amalgamation, merger, arrangement or other business combination and the exercise price shall be adjusted appropriately by the Board and such adjustment shall be binding for all purposes of the Plan. Any adjustments pursuant to this Section 4.13 to Options granted under this Plan, other than in connection with a security consolidation or security split, shall be subject to the prior acceptance of the TSX-V.

4.14 If there is any change in the Shares through the declaration of stock dividends of Shares or consolidations, subdivisions or reclassification of Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option, and the exercise price of any Option shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Plan.

4.15 The Corporation shall not be obligated to issue fractional shares in satisfaction of any of its obligations hereunder.

Article 5

Exercise Procedures

Manner of Exercise

5.1 Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its principal office of a written notice of exercise specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full of the exercise price for the Shares to be purchased. The exercise price must be paid in cash.

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Conditions of Issuance

5.2 Notwithstanding any of the provisions contained in the Plan or any Option, the Corporation's obligation to issue Shares to an Optionee pursuant to the exercise of an Option shall be subject to:

(a) completion of such registration or other qualification of such Shares or obtaining approval of the Regulatory Authorities as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of Shares to listing on the TSX-V; and

(c) the receipt from the Optionee of such representations, agreements and undertakings, including as to future dealings in such Shares, as the Corporation or its counsel determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

The Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for the issuance of such Shares in compliance with applicable securities laws and for the listing of such Shares on the TSX-V. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain necessary shareholder, regulatory or TSX-V approval, then the obligation of the Corporation to issue such Shares shall terminate and any Optionee's exercise price paid to the Corporation shall be returned to the Optionee.

Tax Withholding

5.3 If the Corporation is required under the Income Tax Act (Canada) or any other applicable law to make source deductions in respect of employee stock option benefits and to remit to the applicable governmental authority an amount on account of tax on the value of the taxable benefit associated with the issuance of Shares on exercise of Options, then the Optionee shall:

(a) pay to the Corporation, in addition to the exercise price for the Options, sufficient cash as is reasonably determined by the Corporation to be the amount necessary to permit the required tax remittance;

(b) authorize the Corporation, on behalf of the Optionee, to sell in the market on such terms and at such time or times as the Corporation determines a portion of the Shares being issued upon exercise of the Options to realize cash proceeds to be used to satisfy the required tax remittance; or

Delivery of Optioned Shares

5.4 As soon as practicable after receipt of the notice of exercise described in Section 5.1 and payment in full for the Shares being acquired, the Corporation will direct its transfer agent to issue to the Optionee the appropriate number of Shares.

Article 6

General

No Other Rights

6.1 Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Corporation, or interfere in any way with the right of the Corporation to lawfully terminate the Optionee's office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

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6.2 An Optionee shall not have any rights as a shareholder of the Corporation with respect to any Shares covered by an Option until such holder shall have exercised such Option in accordance with the terms of the Plan (including tender of payment in full of the exercise price of the Shares in respect of which the Option is being exercised) and the Corporation shall issue such Shares to the Optionee in accordance with the terms of the Plan in those circumstances.

No Representation or Warranty

6.3 The Corporation makes no representation or warranty as to the future market value of Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Service Provider is the responsibility of each Service Provider and not the Corporation.

Inability to Obtain Approval

6.4 The inability of the Corporation to obtain approval from Regulatory Authorities (which approval is deemed by the Corporation to be necessary to the lawful issuance of any Shares hereunder) shall relieve the Corporation of any liability in respect of the failure to issue such Shares.

Applicable Law

6.5 The Plan will be governed and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein.

6.6 If any provision of this Plan or any agreement entered into pursuant to this Plan contravenes any law or any order, policy, by-law or regulation of any Regulatory Authorities, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

Effective Date of Plan and Approvals

6.7 The Plan will become effective on the date first noted above and will remain effective subject to receiving Shareholder Approval and to acceptance by the TSX-V and any other relevant Regulatory Authority. Any Options granted hereunder prior to such approval and acceptance shall be conditional upon such approval and acceptance being given, and no such Options may be exercised unless and until such approval and acceptance is given.

AI assistant

NL2 Capital Inc. — Proxy Solicitation & Information Statement 2025

48425_rns_2025-05-30_c7433184-a89a-4631-88aa-ed368a5fc69a.pdf

NL2 CAPITAL INC.

NL2 CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

Non-Registered Shareholders

Meeting Materials Received by OBOs from Intermediaries:

Notice-and-Access

Exercise of Proxies

Voting Shares

Quorum

Principal Shareholders

BUSINESS TO BE TRANSACTED AT THE MEETING

Presentation of Financial Statements

Election of Directors

Appointment of Auditor

Approval of Incentive Stock Option Plan

Annual Approval of the Plan

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

Total Compensation

Compensation Securities

Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Named Executive Officer Compensation

Director Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Diversity of the Board & Senior Management

Compensation

Audit Committee

Audit Committee's Charter

Composition of the Audit Committee

Relevant Education and Experience

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Services Fees

Assessments

PROPOSALS BY SHAREHOLDERS

ADDITIONAL INFORMATION

APPROVAL OF CIRCULAR

APPENDIX A

CHANGE OF AUDITOR PACKAGE

3.0 CHAIR OF THE COMMITTEE

4.0 RESPONSIBILITIES AND DUTIES

Financial Statement and Disclosure Matters

Oversight of the Corporation's External Auditors

Financial Reporting and Risk Management

Compliance Oversight Responsibilities

5.0 GENERAL RESPONSIBILITIES

6.0 MEETINGS

7.0 ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS

8.0 REPORTING REQUIREMENTS

9.0 ANNUAL REVIEW AND ASSESSMENT

10.0 REMUNERATION

APPENDIX C

INCENTIVE STOCK OPTION PLAN

Article 1

Purpose and Interpretation

Purpose

Definitions

Article 2

Administration of the Plan

Administration

Interpretation

Article 3

Option Plan

Maximum Plan Shares

Eligibility

Disinterested Shareholder Approval

Options Not Exercised

Powers of the Board

Amendment of the Plan by the Board of Directors

NL2 Capital Inc. Proxy Solicitation & Information Statement 2025