PATHFINDER VENTURES INC.
9451 Glover Road, PO Box 610
Fort Langley, BC, V1M 2R9

INFORMATION CIRCULAR

for the Annual General and Special Meeting of Shareholders to be held on Monday, December 22, 2025
(containing information as at November 10, 2025, unless indicated otherwise)

SOLICITATION OF PROXIES

This information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of Pathfinder Ventures Inc. (the "Company") for use at the annual general and special meeting (the "Meeting") of the shareholders (the "Shareholders") of the Company, to be held on Monday, December 22, 2025 at the time and place and for the purposes set forth in the accompanying notice of annual general meeting and at any adjournment thereof. The enclosed instrument of proxy (the "Proxy") is solicited by the management of the Company. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the Proxy are directors and/or officers of the Company. A Shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for the Shareholder on the Shareholder's behalf at the Meeting other than the persons named in the Proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the Proxy and insert the name of the Shareholder's nominee in the blank space provided, or complete another instrument of proxy. An instrument of proxy will not be valid unless (i) duly completed, signed and dated by the Shareholder or by the Shareholder's attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer; and (ii) deposited with the Company's registrar and transfer agent, Odyssey Trust Company ("Odyssey") by hand or mail at Suite 350 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2, or by such other means as may be specified in the Proxy, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof.

A Shareholder who has given an instrument of proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, an instrument of proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder's attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer, and deposited with Odyssey, at Suite 350 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2 or by such other means as may be specified in the Proxy, at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof at which the instrument of proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof. The revocation of an instrument of proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxyholder will do so in accordance with such direction. In the absence of any instruction in the Proxy, it is intended that such shares will be voted in favour of the motions proposed to be made at the Meeting as stated under the headings in this Information Circular. The Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the Proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority greater than one-half (1/2) of the votes cast will be required unless the motion requires a special resolution, in which case a majority of not less than two-thirds (2/3) of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested shareholder approval, common shares held by Shareholders of the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold common shares in their own name. Shareholders who do not hold their common shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only instruments of proxy deposited by Shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those common shares will not be registered in the Shareholder's name on the records of the Company. Such common shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name CDS & Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms.

The common shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person. Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form ("VIF") provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the common shares on how to vote such shares on behalf of the Beneficial Shareholder.

There are two kinds of Beneficial Shareholders: those who object to their name being made known to the issuer of the securities ("OBOs" for "Objecting Beneficial Owners"), and those who do not object to the issuer of the securities knowing who they are ("NOBOs" for "Non-Objecting Beneficial Owners"). Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, issuers can obtain a list of their NOBOs from intermediaries for the distribution of proxy related materials to NOBOs. This year, the Company has decided to take advantage of those provisions of NI54-101 that permit it to directly deliver proxy related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable VIF from the Company's transfer agent, Odyssey. These VIFs are to be completed and returned to Odyssey in the envelope provided or by facsimile. In addition, Odyssey provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. Odyssey will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIFs they receive.

The Company is not relying on the "notice-and-access" delivery procedures outlined in NI54-101 to distribute copies of the proxy related materials in connection with the Meeting. These securityholder materials are being sent to both registered and non-registered owners of the common shares of the Company. If you are a non-registered owner and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send this Information Circular and accompanying Proxy to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering this Information Circular to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. The Company does not intend to pay for intermediaries to forward to OBOs, under NI54-101, the proxy related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary, and in the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

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

All references to Shareholders in this Circular and the accompanying form of proxy are to registered shareholders unless specifically stated otherwise.

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

Except as otherwise disclosed herein, none of the directors or executive officers of the Company at any time since the beginning of the last financial year of the Company, the proposed nominees for election as a director of the Company, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors or the appointment of auditors. Directors and officers of the Company may, however, be interested in the approval of the Compensation Plan as set out in "Particulars of Other Matters to be Acted Upon – Re-Approval of the Company’s Security Based Compensation Plan" below, as such persons are entitled to participate in the Compensation Plan.

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS

The authorized capital of the Company consists of an unlimited number of common shares without par value. As of the close of business on November 10, 2025, the record date for the Meeting (the "Record Date"), there were 45,495,501 common shares of the Company issued and outstanding, each carrying the right to one vote.

During the Company’s financial year ended December 31, 2024, the Company completed a share consolidation (the "2024 Consolidation") on the basis of one post-consolidation common share for every four pre-consolidation common shares. Effective at the opening August 2, 2024, the common shares of the Company commenced trading on the TSX Venture Exchange on a consolidated basis. All numbers in this Information Circular reflect post-2024 Consolidation amounts.

Only Shareholders of record as of the close of business on the Record Date who either personally attend the Meeting or who have completed and delivered an instrument of proxy in the manner and subject to the provisions described under the heading "Appointment and Revocation of Proxies" above shall be entitled to vote, or have their common shares voted, at the Meeting or any adjournment thereof. On any poll, each Shareholder of record holding common shares of the Company on the Record Date is entitled to one vote for each common share registered in his or her name on the list of shareholders as of the Record Date.

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

EXECUTIVE COMPENSATION

For the purpose of this Information Circular:

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

"external management company" includes a subsidiary, affiliate or associate of the external management company.

"Named Executive Officers" or "NEOs" means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the Reporting Year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;

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

(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the Reporting Year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers;

(d) each individual who would be a NEO under paragraph (c) above, but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of the Reporting Year.

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

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

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and NEO Compensation, Excluding Compensation Securities

During the financial year ended December 31, 2024 (the "Reporting Year"), the Company had four Named Executive Officers namely Joseph ("Joe") Russell Bleackley, the Chief Executive Officer and a director of the Company, Mathew Lee, the Chief Financial Officer of the Company, Stan Duckworth, the Chief Operating Officer of the Company, and Jennifer Lee, the former Chief Financial Officer of the Company and six non-NEO directors namely Dr. Leonard Brownlie, Michael Iverson, Keith Watts, Mark Roseborough, Allen Szmyrko and Mark Accardi.

The following table sets forth, with respect to each NEO and non-NEO director of the Company for all or any part of the Reporting Year, all compensation (other than compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or its subsidiaries to such NEOs and directors of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct or indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to such NEOs or directors for services provided and to be provided, directly or indirectly, to the Company or its subsidiaries in the Reporting Year and the prior financial year. Options and compensation securities are disclosed under the heading "Stock Options and Other Compensation Securities" below. All amounts shown were paid in Canadian currency, the reporting currency of the Company.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Name and Position at end of the Reporting Year	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Joseph Russell Bleackley (1)
CEO and a Director; Former Corporate Secretary	2024
2023	150,000
150,000	nil
nil	nil
nil	nil
nil	nil
nil	150,000
150,000
Stan Duckworth (2)
Chief Operating Officer	2024
2023	144,231
150,000	nil
nil	nil
nil	nil
nil	nil
nil	144,231
150,000
Mathew Lee (3)
CFO	2024
2023	84,000 (4)
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a	84,000
n/a
Jennifer Lee (5)
Former CFO	2024
2023	11,538
150,000	nil
nil	nil
nil	nil
nil	nil
nil	11,538
150,000
Dr. Leonard Brownlie (6)
Corporate Secretary and a Former Director	2024
2023	nil
4,860 (7)	nil
nil	nil
nil	nil
nil	nil
nil	nil
4,860
Michael Iverson
Director	2024
2023	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil
Keith Watts (8)
Director	2024
2023	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a
Mark Roseborough (9)
Director	2024
2023	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a
Allen Szmyrko (10)
Director	2024
2023	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a
Mark Accardi (11)
Former Director	2024
2023	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a	nil
n/a

Notes:
(1) Mr. Bleackley has served as the Chief Executive Officer and a director of the Company since October 14, 2021. He also served as the Corporate Secretary of the Company from October 14, 2021 to November 15, 2024.
(2) Mr. Duckworth served as the Chief Operating Officer of the Company from October 14, 2021 to September 12, 2025.
(3) Mr. Lee served as the Chief Financial Officer of the Company from January 10, 2024 to April 11, 2025.

(4) Paid to Manning Lee Management Ltd., a company owned or controlled by Mr. Lee.
(5) Ms. Lee served as the Chief Financial Officer of the Company from July 12, 2022 to January 10, 2024.
(6) Dr. Brownlie served as a director of the Company from February 14, 2018 to November 14, 2024. He has served as the Corporate Secretary of the Company since November 15, 2024.
(7) Paid to Brownlie Management Ltd., a company owned or controlled by Dr. Brownlie.
(8) Mr. Watts was appointed a director of the Company on October 8, 2024.
(9) Mr. Roseborough was appointed a director of the Company on November 4, 2024.
(10) Mr. Szmyrko was appointed a director of the Company on November 15, 2024.
(11) Mr. Accardi served as a director of the Company from December 5, 2023 to October 8, 2024.

External Management Companies

During the Reporting Year, each of Mr. Bleackley, Mr. Duckworth and Ms. Lee were directly employed by the Company; and each of Dr. Brownlie and Mr. Lee were indirectly retained by the Company through consulting arrangements with external management companies. Except as noted herein, none of the NEOs or directors of the Company were retained or employed by an external management company which had entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly.

Effective January 1, 2024, the Company entered into an independent consultant agreement with Manning Lee Management Ltd. ("MLML") pursuant to which MLMO provided consulting services to the Company, which were performed by Mathew Lee, including him holding the office and fulfilling the duties of Chief Financial Officer. No compensation was paid by the Company directly to Mr. Lee. To the Company's knowledge, the majority of the fee paid by the Company to MLML was paid by MLML to Mr. Lee as compensation attributable to the services provided to the Company. See also Table of Compensation Excluding Compensation Securities above, and "Employment, Consulting and Management Agreements" below.

The Company had an unwritten consulting arrangement with Brownlie Management Ltd. ("BML"), a company owned or controlled by Dr. Leonard Brownlie, to provide advisory services on regulatory and other matters as needed on a charge out basis. No compensation was paid by the Company directly to Dr. Brownlie. To the Company's knowledge, the fees paid by the Company to BML (less BML's overhead and operating expenses) was payable to Dr. Brownlie as compensation attributable to the services provided to the Company.

Stock Options and Other Compensation Securities

The following table sets out, for persons who served as NEO's and directors in the Reporting Year, the compensation securities granted or issued to such persons by the Company or any of its subsidiaries in the Reporting Year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

COMPENSATION SECURITIES
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant (yyyy-mm-dd)	Issue, conversion or exercise price (1) ($)	Closing price of security or underlying security on date of grant (1) ($)	Closing price of security or underlying security at year end (1)(2) ($)	Expiry date (yyyy-mm-dd)
Joseph Russell Bleackley (3) CEO and a Director; Former Corporate Secretary	stock options	141,250	2024-04-05	$ 0.20	$ 0.10	$ 0.09	2029-04-05
Stan Duckworth (4) Chief Operating Officer	stock options	113,750	2024-04-05	$ 0.20	$ 0.10	$ 0.09	2029-04-05
Mathew Lee (5) CFO	stock options	75,000	2024-04-05	$ 0.20	$ 0.10	$ 0.09	2029-04-05
Jennifer Lee (6) Former CFO	stock options	Nil	n/a	n/a	n/a	n/a	n/a

COMPENSATION SECURITIES
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class^{(1)}	Date of issue or grant (yyyy-mm-dd)	Issue, conversion or exercise price^{(1)} ($)	Closing price of security or underlying security on date of grant^{(1)} ($)	Closing price of security or underlying security at year end^{(1)(2)} ($)	Expiry date (yyyy-mm-dd)
Dr. Leonard Brownlie^{(7)} Corporate Secretary and a Former Director	stock options	55,000	2024-04-05	$ 0.20	$ 0.10	$ 0.09	2029-04-05
Michael Iverson^{(8)} Director	stock options	55,000	2024-04-05	$ 0.20	$ 0.10	$ 0.09	2029-04-05
Keith Watts^{(9)} Director	stock options	Nil	n/a	n/a	n/a	n/a	n/a
Mark Roseborough^{(9)} Director	stock options	Nil	n/a	n/a	n/a	n/a	n/a
Allen Szmyrko^{(9)} Director	stock options	Nil	n/a	n/a	n/a	n/a	n/a
Mark Accardi^{(10)} Former Director	stock option	Nil	n/a	n/a	n/a	n/a	n/a

Notes:
(1) Reflects post-2024 Consolidation amounts.
(2) Reflects the closing price on December 30, 2024 as the Company’s common shares did not trade on December 31, 2024.
(3) As at December 31, 2024, Mr. Bleackley held a total of 390,122 stock options.
(4) As at December 31, 2024, Mr. Duckworth held a total of 320,775 stock options.
(5) As at December 31, 2024, Mr. Lee held a total of 75,000 stock options.
(6) As at December 31, 2024, Ms. Lee held a total of 75,000 stock options.
(7) As at December 31, 2024, Dr. Brownlie held a total of 186,250 stock options.
(8) As at December 31, 2024, Mr. Iverson held a total of 186,250 stock options.
(9) As at December 31, 2024, none of Messrs. Watts, Roseborough, and Szmyrko held any stock options.
(10) As at December 31, 2024, Mr. Accardi held a total of 125,000 stock options.

No compensation securities held by the NEO's and directors have been re-priced, cancelled and replaced, had its term extended or otherwise been materially modified during the Reporting Year.

Disposition of Compensation Securities by NEOs and Directors

During the Reporting Year, no stock options held by the NEOs and the non-NEO directors of the Company were cancelled or expired and no stock options were exercised by the NEOs and the non-NEO directors. As at the end of the Reporting Year, the NEOs and non-NEO directors held an aggregate of 1,358,397 stock options (each exercisable to acquire one common share).

Stock Option Plans and Other Incentive Plans

The Company has adopted a security-based compensation plan (the "Compensation Plan") for directors, officers, employees, management company employees and consultants. The Compensation Plan allows for the Company to implement a stock option plan ("Option Plan"), deferred share unit plan, and restricted share unit plan, and/or any other security based compensation plan (together "Listed Shares") that is acceptable to the Exchange. In accordance with the policies of the Exchange, the Compensation Plan must be confirmed by the Shareholders at each annual general meeting.

The purpose of the Compensation Plan is to promote the long-term success of the Corporation and the creation of Shareholder value by: (i) encouraging the attraction and retention of eligible persons; (ii) encouraging such eligible persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such eligible persons with the interests of the Corporation. The Compensation Plan is a hybrid plan (10%) rolling and

fixed up to 10%. The following is a summary of certain provisions of the Compensation Plan and is subject to, and qualified in its entirety by, the full text of the Compensation Plan.

(a) the maximum aggregate number of Listed Shares that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the Issued Shares of the Issuer at any point in time;

(b) the maximum aggregate number of Listed Shares issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider;

(c) the maximum aggregate number of Listed Shares issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person (and where permitted under this Compensation Plan, and companies that are wholly owned by the Person) must not exceed 5% of the Issued Shares of the Issuer, calculated as at the date any Security Based Compensation is granted or issued to the Person;

(d) the maximum aggregate number of Listed Shares issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Issuer, calculated as at the date any Security Based Compensation is granted or issued to the Consultant;

(e) Investor Relations Service Providers may not receive any Security Based Compensation, other than Stock Options;

(f) upon expiry of a Stock Option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Option Plan. All Options granted under the Option Plan may not have an expiry date exceeding ten (10) years from the date on which the Board grants and announces the granting of the Option;

(g) if a provision is included that the Participant’s heirs or administrators are entitled to any portion of the outstanding Security Based Compensation, the period in which they can make such claim must not exceed one (1) year from the Participant’s death; and

(h) any Security Based Compensation grant or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee must expire within a reasonable period, not exceeding twelve (12) months, following the date the Participant ceases to be an eligible Participant under the Compensation Plan.

As at the end of the Reporting Year, there were 1,942,109 Options outstanding under the Option Plan, 1,358,397 of which were held directly by NEOs or directors of the Company.

At the Meeting, the Company intends to seek approval of the Shareholders to re-approve the Compensation Plan. Please refer to "Particulars of Other Matters to be Acted Upon – Re-Approval of the Company’s Security Based Compensation Plan" below for further information.

Employment, Consulting and Management Agreements

The material terms of each agreement or arrangement under which compensation was provided during the Reporting Year or is payable in respect of services provided to the Company that were (i) performed by a director or NEO; or (ii) performed by any other party but are services typically provided by a director or an NEO, are as follows:

Effective November 1, 2021 as amended December 1, 2022, the Company entered into a non-compete employment agreement with Joe Bleackley, the Chief Executive Officer and a director of the Company, whereby Mr. Bleackley agreed to serve as Chief Executive Officer of the Company for a term of 5 years (until October 31, 2026) in consideration of an annual base salary of $150,000 (the "Bleackley Base Salary") and starting 2023, a discretionary annual performance bonus of up to 30% of the Bleackley Base Salary. The agreement may be terminated by the Company (i) for cause without notice or any payment in lieu of notice; or (ii) without cause by providing (a) notice of termination or pay in lieu of such notice or a combination of both; and (b) notice or pay of the Bleackley Base Salary only in lieu of notice, or a combination thereof, for the lesser of (1) the remaining balance of 18 months of Bleackley Base Salary; or (2) the balance of the Bleackley Base Salary for the remainder of the term of the agreement.

8 -
Effective December 1, 2020, PFI entered into a non-complete employment agreement with Stan Duckworth, the Chief Operating Officer of the Company, whereby Mr. Duckworth agreed to serve as the Chief Operating Officer of PFI for a term of 5 years in consideration of an annual base salary of $125,000 (the "Duckworth Base Salary") and starting 2022, a discretionary annual performance bonus of up to 30% of the Duckworth Base Salary. The agreement may be terminated by the Company (i) for cause without notice or any payment in lieu of notice; or (ii) without cause by providing (a) notice of termination or pay in lieu of such notice or a combination of both; and (b) notice or pay of the Duckworth Base Salary only in lieu of notice, or a combination thereof, for the lesser of (1) the remaining balance of 18 months of Duckworth Base Salary; or (2) the balance of the Duckworth Base Salary for the remainder of the term of the agreement. Effective October 25, 2022, the Company entered into an Amending Agreement with Mr. Duckworth, as amended October 25, 2023, which amended the Duckworth Base Salary to $150,000 effective retrospectively starting January 1, 2022. All of these agreements were subsequently terminated effective September 12, 2025.
Effective July 6, 2022, the Company entered into a non-compete employment agreement with Jennifer Lee, the former Chief Financial Officer of the Company, whereby Ms. Lee agreed to serve as the Chief Financial Officer of the Company until the anniversary of the start date, at which time the agreement automatically renews on a month to month basis, in consideration for an annual base salary of $150,000 (the "Lee Base Salary") and starting 2023, a discretionary annual performance bonus of up to 30% of the Lee Base Salary. The agreement may be terminated by the Company (i) for cause without notice or any payment in lieu of notice; or (ii) without cause by providing (a) notice of termination or pay in lieu of such notice or a combination of both; and (b) notice or pay of the Lee Base Salary only in lieu of notice, or a combination thereof, for the balance of the Lee Base Salary for the remainder of the term and an additional four months of Lee Base Salary in lieu of severance. This agreement was terminated effective January 20, 2025.
The Company had an independent consultant agreement effective January 1, 2024 with Manning Lee Management Ltd. ("MLML"), a company controlled by Mathew Lee, pursuant to which MLML provided consulting services to the Company, which were performed by Mathew Lee, including his holding the office and fulfilling the duties of the Company's Chief Financial Officer. The agreement provided for a consulting fee of $7,000 per month, plus GST. The agreement may be terminated (a) by MLML by giving at least 30 days written notice to the Company; or (b) by the Company, by giving MLML at least 90 days written notice, or by paying MLML 3 months fees in lieu of such notice; or (c) by the Company, without notice in the event MLML breaches a material term of the agreement or in the event MLML is unable to provide the services for a period of 30 consecutive days. This agreement was terminated by the Company effective April 11, 2025.

With respect to Dr. Leonard Brownlie and Mathew Lee, see "External Management Companies" above.

Oversight and Description of NEO and Director Compensation

The Board as a whole determines NEO and director compensation as needed from time to time. The Compensation Committee of the Board recommendations on such compensation. Executive compensation levels are established with a view to attracting and retaining personnel critical to the Company's short and long term success, and to provide incentives and rewards for performance. Consideration is given to market standards generally and other factors which may be relevant such as competitive market conditions and an individual's particular education, training, skills and experience, the overall responsibilities, risks and time commitments of the position, and anticipated contributions and importance to the Company achieving its goals and objectives. Through its compensation practices, the Company seeks to create and unlock shareholder value through a strong and motivated executive leadership.

NEO compensation is typically comprised of a base salary, stock options, and as circumstances permit, pre-set or discretionary bonuses. As disclosed above in the "Compensation Securities" table, no stock options were granted to the NEOs and directors during the Reporting Year. No bonuses were set or otherwise awarded in the Reporting Year.

Base salary seeks to provide a competitive and fair level of base compensation. Stock option awards seek to incentive executives and align the executives' interests with increases in shareholder value and short and long term corporate growth and success. Stock option grants generally reflect the level of responsibility, risk and time commitment of the position, as well as past performance and anticipated future contributions. Consideration may also be given to the number and terms of options previously granted to the executive and the overall number of stock

options outstanding from time to time. Bonuses seek to incentivize executives to satisfy particular corporate goals or objectives, to improve financial performance and to achieve other milestones or are awarded on a discretionary basis as a result of exemplary performance. The size and form of a bonus is typically based on the Board's perceived value of the goal or objective to be attained. Base salary and other compensation mechanisms are currently not evaluated against a formal "peer group" but are determined by the Board in reliance upon the general experience of its members.

The Board has not conducted a formal evaluation of the implications of the risks associated with the Company's compensation policies. Risk management is a consideration of the Board when implementing its compensation policies and the Board does not believe that the Company's compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company. The Company does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. Management, however, is not aware of any NEO or director purchasing or holding such an instrument.

Pension Disclosure

The Company does not provide a pension to any directors or NEOs and none are proposed at this time.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out particulars of the compensation plans under which equity securities of the Company are authorized for issuance as of the last day of the Reporting Year, being December 31, 2024.

EQUITY COMPENSATION PLAN INFORMATION
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights (1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)(1)(2)
Equity compensation plans approved by securityholders (1)	1,942,109	$ 0.58	2,607,441
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
TOTALS:	1,942,109		2,607,441

Note:
(1) Represents the maximum aggregate number of Common Shares that were available for issuance under all share-based compensation plans of the Company as at December 31, 2024, collectively, being the Option Plan, which reserves a number of Common Shares for issuance, pursuant to the exercise of Options, that is equal to 10% of the issued and outstanding Common Shares from time to time, and 1,398,170 Common Shares reserved for issuance pursuant to the exercise of rights under all other security-based compensation plans (RSUs and DSUs, none of which have been granted).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than "routine indebtedness" as defined in applicable securities legislation, since January 1, 2024, being the commencement of the Reporting Year, none of:

(a) the executive officers, directors, employees and former executive officers, directors and employees of the Company or any of its subsidiaries;
(b) the proposed nominees for election as a director of the Company; or
(c) any associates of the foregoing persons;

is or has been indebted to the Company or any of its subsidiaries or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, and which was not entirely repaid on or before the date of this Information Circular.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

Except as disclosed elsewhere in this Information Circular or in the Notes to the Company's financial statements, none of:

(a) the Informed Persons of the Company;
(b) the proposed nominees for election as a director of the Company; or
(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

NI52-110 AUDIT COMMITTEE DISCLOSURE

The charter of the Company's audit committee and the other information required to be disclosed by Form 52-110F2 are attached as Schedule "A".

NI58-101 CORPORATE GOVERNANCE DISCLOSURE

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this Information Circular as Schedule "B".

PRESENTATION OF FINANCIAL STATEMENTS

The audited financial statements of the Company for the fiscal year ended December 31, 2024, together with the Auditor's Report thereon, and the Company's Management Discussion and Analysis for the said period (collectively, the "Financial Reporting Documents") will be presented to Shareholders at the Meeting. Copies of the Financial Reporting Documents are available on the SEDAR+ website at www.sedarplus.ca under the Company's profile.

National Instrument 51-102 Continuous Disclosure Obligations sets out the procedures for a shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format.

FIXING NUMBER AND ELECTION OF DIRECTORS

The Company is proposing to fix the number of directors for the ensuing year at seven (7). The Directors RECOMMEND, and in the absence of instructions to the contrary, the shares represented by proxy will be voted in favour of, fixing the number of directors at seven.

The following table sets out certain information as at the Record Date for management's nominees for election as a director, which, other than date(s) serving as a director, has been provided by the nominees themselves. Management does not contemplate that any of its nominees will be unable to serve as a director. The Directors RECOMMEND, and in the absence of instructions to the contrary, the shares represented by proxy will be voted in favour of, the election of management's nominees herein listed.

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Name, Province or State and Country of Residence, and Position with the Company	Period(s) Serving as a Director (1)	Present Principal Occupation, Business or Employment of the Current Director of the Company and the Principal Occupation, Business or Employment Within the Five Preceding Years of the Proposed Director that is not a Current Director of the Company	No. of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Joseph (Joe) Russell Bleackley (2) BC, Canada CEO, Corporate Secretary and a Director	October 14, 2021 to present	Chief Executive Officer and a director of Pacific Frontier Investments Inc. from November 2019 to present; President of Bleackley Ventures Ltd. from January 2015 to present; Managing Partner of New Raven Capital Ltd. from February 2015 to present.	3,611,134 (3)
Michael Iverson (2) BC, Canada Director	October 14, 2021 to present	President of Triple K Ventures Ltd., a private investment and consulting company, since January 1980.	1,488,056
Keith Watts (2) BC, Canada Director	October 8, 2024 to present	Kelowna realtor with over 26 years of experience specializing in commercial and residential property development. RE/MAX Hall of Fame inductee and Platinum Club Award winner.	2,000,000
Mark Roseborough (2) BC, Canada Director	November 4, 2024 to present	Chairman, Chief Executive Officer of Indigenous Bloom Hemp Corp. (Chairman since April 16, 2020, Director since August 31, 2018, and Chief Executive Officer since April 29, 2021.	2,000,000
Allen Szmyrko (2) AB, Canada Director	November 15, 2024 to present	General Manager at Tri-Gen Construction since May 2005.	Nil
Berend (Ben) Elzen AB, Canada Director	April 2025 to present	President and CEO of the Cormode Companies since March 2006.	Nil
Rick Maddison BC, Canada Nominee	n/a	Owner and operator of Tempest Media, a marketing agency that produces digital and traditional mass media content, since January 1999	Nil

Notes:
(1) Each director of the Company is elected annually and holds office until the next annual general meeting and his successor is duly elected, or until his earlier resignation as a director.
(2) Audit committee members.
(3) 1,256,856 of these common shares are held by Mr. Bleackley personally and the remaining 2,354,278 common shares are held indirectly through Bleackley Ventures Ltd., a company controlled by Mr. Bleackley.

Orders, Penalties and Sanctions

Except as disclosed below, none of the proposed nominees for director have been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that:

(a) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) while that person was acting in that capacity, was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(c) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(d) has been subject to:

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000, or before December 31, 2000, the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or

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(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Mr. Roseborough is and was the Chairman, CEO and a director of Indigenous Bloom Hemp Corp. ("IBHC") when (1) on September 3, 2021 under the securities legislation of British Columbia and Ontario, a cease trade order was issued against IBHC for failure to file for the year ended April 30, 2021 its annual audited financial statements, annual management’s discussion and analysis and certification of the annual filings, which cease trade order was revoked on September 8, 2021; (2) on September 29, 2022, the British Columbia Securities Commission (the "BCSC") issued a cease trade order against Mr. Roseborough and IHBC for IHBC’s failure to file for the year ended May 31, 2022 its annual audited financial statements and annual management’s discussion and analysis, which cease trade order was revoked on December 6, 2022; and (3) on October 5, 2023 under the securities legislation of British Columbia and Ontario, a cease trade order was issued against IBHC for failure to file for the year ended May 31, 2023 its annual audited financial statements, annual management’s discussion and analysis and certification of the annual filings, which cease trade order is still in effect. On October 6, 2023 IBHC was suspended from trading on the Canadian Securities Exchange (the "CSE"). The regulatory halt was due to the issuance of the aforesaid cease trade order. On January 8, 2024 the common shares of IBHC were delisted from the CSE.

Mr. Roseborough was a director of Sunvault Energy, Inc. ("Sunvault") when (1) on December 1, 2014 the Alberta Commission issued a cease trade order against Sunvault for failure to file any of the periodic disclosure required under section 146 of the Securities Act (Alberta) since at least July 25, 2014; and (2) on June 6, 2014 the BCSC issued a cease trade order against Sunvault for failure to file its interim financial statements and management’s discussion and analysis for the period ended March 31, 2014, both of which cease trade orders are still in effect.

APPOINTMENT AND REMUNERATION OF AUDITOR

The Board of Directors proposes to appoint Buckley Dodds CPA, Chartered Professional Accountants, of Vancouver, British Columbia, as the auditors of the Company. The Board of Directors RECOMMENDS, and in the absence of instructions to the contrary, the shares represented by proxy will be voted in favour of, the appointment of Buckley Dodds CPA as auditors of the Company to hold office until the close of the next annual general meeting of the Company at a remuneration to be fixed by the Board of Directors of the Company. Buckley Dodds CPA was initially appointed as the auditors of the Company on October 10, 2025.

As required by Section 4.11 of National Instrument 51-102, included with this information circular as Schedule "C" are copies of the following materials which have been filed with the relevant securities regulatory authorities in connection with the change of auditors:

Notice of Change of Auditor (for resignation) dated September 26, 2025;
Letter from the former auditor, Smythe LLP, Chartered Professional Accountants, dated October 1, 2025;
Notice of change of Auditor (for appointment) dated October 10, 2025;
Letter from the former auditor, Smythe LLP, Chartered Professional Accountants, dated October 14, 2025; and
Letter from the successor auditor, Buckley Dodds CPA, Chartered Professional Accountants, dated October 10, 2025.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

A. CONSOLIDATION OF COMMON SHARE CAPITAL

It is the opinion of management of the Company that further equity financing will be required in order for the Company to meet its working capital requirements and to fund any further acquisitions. It is management's further opinion, that a consolidation of the Company's share capital may be required in order to attract new equity investment in the Company. In addition to any requisite shareholder approval being sought at the Meeting, any such consolidation will also require the approval of all applicable regulatory authorities, including the Exchange. The Company's name will not be changed in conjunction with the consolidation.

The Company has the power to consolidate its common shares on a 2.5 old shares for 1 new basis. The Board of Directors further believes that it is in the best interests of Shareholders of the Company for the Board to have the authority to implement an additional consolidation of the Company's share capital on the basis of up to 4:1 (the

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"Share Consolidation"), or such lesser number as may be determined by the Board to be acceptable at the time, for a cumulative consolidation of up to 10:1.

As at the November 10, 2025 Record Date, the Company had 45,495,501 issued and outstanding fully paid and non-assessable common shares without par value. Assuming a maximum cumulative 10:1 consolidation, the aforesaid common shares will be consolidated to approximately 4,549,550 common shares issued and outstanding

Each fractional common share remaining after consolidation that is less than one-half of a common share will be cancelled and each fractional common share that is at least one-half of a common share will be changed to one whole common share.

At the Meeting the Shareholders will be asked to consider and, if deemed advisable, pass the following special resolutions in respect of the proposed Share Consolidation:

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE COMPANY THAT:

the Board of Directors may and is hereby authorized to, in addition to the Company’s power to consolidate its common shares on a 2.5 old shares for 1 new share basis without shareholder approval, at any time following the date of this resolution until the date of the Company’s next annual general meeting, further consolidate (the "Share Consolidation") all of the issued and outstanding common shares of the Company on the basis (the "Consolidation Ratio") of up to four (4) pre-consolidation common shares for every one (1) new post-consolidation common share, or such lesser Consolidation Ratio as the Board of Directors may in its absolute discretion determine advisable in the circumstances, for a cumulative consolidation of up to 10:1, all without further notice to, approval by or ratification of the shareholders;
upon the Share Consolidation, any fractional common share resulting from the Share Consolidation that is less than one-half of a common share shall be cancelled and any fractional common share that is at least one-half of a common share shall be converted to a whole common share;
for greater certainty, notwithstanding the passing of this Special Resolution and the authorization provided for herein, the Board of Directors shall have the absolute discretion to determine if and when to affect the Share Consolidation, if at all, and to determine the final Consolidation Ratio in accordance with the terms thereof, and for greater certainty the Board of Directors may and is hereby authorized in its absolute discretion to determine not to affect the Share Consolidation and to otherwise abandon or revoke this Special Resolution at any time before it is acted upon, all without further notice to, approval by or ratification of the shareholders;
the Board of Directors may and is hereby authorized to, without further notice to, approval by or ratification of the shareholders, modify, vary or amend the terms and conditions of the Share Consolidation as may be required by the regulatory authorities having jurisdiction over the Share Consolidation or the Company; and
any director or officer of the Company be and is hereby authorized and directed to, on behalf of the Company, execute and deliver all such documents and to do all such acts and things as are considered necessary or advisable to give effect to this Special Resolution and any matters incidental thereto, the execution of any such document or the doing of any such act or thing being conclusive evidence of such determination and the Company’s approval and ratification thereof."

The foregoing resolution permits the directors to revoke these resolutions in whole or in part without further approval by the shareholders if in their discretion it is deemed desirable to do so.

The proposed Share Consolidation will not change in any way any shareholder's proportion of votes to total votes. However, if these resolutions are passed, the total number of votes that a shareholder may cast at any future general meeting of the Company will be reduced.

In order to pass a special resolution, at least two-thirds of the votes cast by holders of common shares, present in person or by proxy at the Meeting, must be voted in favour of the special resolution. The Company cannot proceed with the proposed Share Consolidation without the prior approval of the Exchange. If shareholders pass the resolutions and the Exchange approves the Share Consolidation, the Share Consolidation will take effect on a date to be coordinated with the Exchange and announced in advance by the Company.

Management recommends that shareholders vote for the approval of these special resolutions in order to facilitate the Corporation's financing efforts on a going forward basis. The persons named in the enclosed Proxy intend to

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vote for the approval of the foregoing resolutions at the Meeting unless otherwise directed by the shareholders appointing them.

Certain Risks Associated with the Share Consolidation

There can be no assurance that the total market capitalization of the Company (the aggregate value of all common shares at the market price then in effect) immediately after the Share Consolidation will be equal to or greater than the total market capitalization immediately before the Share Consolidation. In addition, there can be no assurance that the per-share market price of the common shares following the Share Consolidation will equal or exceed the direct arithmetical result of the Share Consolidation.

If the Share Consolidation is implemented and the market price of the Company's common shares declines, the percentage decline may be greater than would occur in the absence of the Share Consolidation. The market price of the Company's common shares will, however, also be based on the Company's performance and other factors, which are unrelated to the number of common shares outstanding. Furthermore, the liquidity of the Company's common shares could be adversely affected by the reduced number of common shares that would be outstanding after the Share Consolidation.

The Share Consolidation may result in some shareholders owning "odd lots" of less than 500 common shares on a post-consolidation basis which may be more difficult to sell, or require greater transaction costs per share to sell.

Principal Effects of the Share Consolidation

If approved and implemented, the Share Consolidation will occur simultaneously for all of the Company's common shares and the consolidation ratio will be the same for all of such shares.

The principal effects of the Share Consolidation (assuming a consolidation on the basis of 10:1) will be that the number of common shares of the Company issued and outstanding will be reduced by approximately 90%.

Effect on Non-Registered Shareholders

Non-Registered Shareholders holding their common shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those that will be put in place by the Company for registered Shareholders. If you hold your common shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

Effect on Share Certificates

If the proposed Share Consolidation is approved by Shareholders and implemented by the Company's Board of Directors, registered Shareholders will be required to exchange their share certificates representing pre-consolidation common shares. Following the announcement by the Company of the effective date of the Share Consolidation, registered Shareholders will be sent a transmittal letter from the Company's transfer agent, Computershare Investor Services Inc., as soon as practicable after the effective date of the Share Consolidation. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your pre-consolidation common shares to the transfer agent. The transfer agent will forward to each registered Shareholder who has sent the required documents a new share certificate representing the number of post-consolidation common shares to which the Shareholder is entitled. Until surrendered, each share certificate representing pre-consolidation common shares of the Company will be deemed for all purposes to represent the number of whole post-consolidation common shares to which the holder is entitled as a result of the Share Consolidation.

Effect on Stock Options and Other Convertible Securities

In addition to the issued and outstanding common shares, the common shares currently reserved for issuance by the Company pursuant to outstanding stock options and other convertible securities, and the exercise price thereof, will be adjusted to give effect to the Share Consolidation. The number of common shares issuable on the exercise of the stock options or other convertible securities will equal the number obtained when the number of common shares issuable are divided by up to ten (10) and the exercise price will be multiplied by ten (10).

B. RE-APPROVAL OF THE COMPANY'S SECURITY-BASED COMPENSATION PLAN

At the Meeting, Shareholders will be asked to pass the following ordinary resolution, substantially in the following form (the "Compensation Plan Resolution"), to re-approve the Compensation Plan as more particularly described

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above under the heading "Named Executive Officer and Director Compensation – Stock Option Plans and Other Incentive Plans":

"BE IT RESOLVED as an ordinary resolution of the Company that:

the Compensation Plan, be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the Policies of the Exchange, as the directors of the Company may deem necessary or advisable;
all issued and outstanding stock options of the Company previously granted shall be continued under and governed by the Compensation Plan; and
the directors of the Company be authorized to perform all such other acts and things as may be necessary or desirable to effect the adoption of the Compensation Plan; and that the directors of the Company be authorized to implement or abandon these resolutions in whole or in part, at any time and from time to time in their sole discretion, all without further approval, ratification or confirmation by shareholders."

Management recommends that Shareholders approve the Compensation Plan Resolution. If the Compensation Plan Resolution is approved by Shareholders, the Directors will have the authority, in their sole discretion, to implement or revoke the Compensation Plan Resolution and otherwise implement or abandon the Compensation Plan.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Compensation Plan Resolution.

C. OTHER MATTERS

As of the date of this Information Circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca. Financial information relating to the Company is provided in the Company's comparative financial statements and MD&A for the financial year ended December 31, 2024. Shareholders may contact the Company to request copies of financial statements and MD&A at its head office, 9451 Glover Road, PO Box 610, Fort Langley, BC, V1M 2R9, or the Company's registrar and transfer agent, Odyssey at Suite 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

APPROVAL OF THE DIRECTORS

The directors of the Company have approved the content and the sending of this Information Circular.

DATED at Vancouver, British Columbia, this 10th day of November, 2025.

PATHFINDER VENTURES INC.

"Joseph Russell Bleackley"

Joseph Russell Bleackley,
CEO and a Director

SCHEDULE "A"

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

ITEM 1: THE AUDIT COMMITTEE'S CHARTER

PURPOSE

The overall purpose of the Audit Committee (the "Committee") of Pathfinder Ventures Inc. (the "Company") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the Company's management to ensure that the independent auditors serve the interests of Shareholders rather than the interests of management of the Company. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will monitor the independence and performance of the Company's independent auditors.

COMPOSITION, PROCEDURES AND ORGANIZATION

(1) The Committee shall consist of at least three members of the Board of Directors (the "Board"). At least two (2) members of the Committee shall be independent and the Committee shall endeavour to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members' independent judgment. At least one (1) member of the Committee shall have accounting or related financial management expertise. 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 applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

(2) The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

(3) Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.

(4) The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

(5) The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

(6) Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and

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(7) The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

ROLES AND RESPONSIBILITIES

(1) The overall duties and responsibilities of the Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements and related financial disclosure;

(b) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;

(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

(2) The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(d) to review with the external auditors, upon completion of their audit, the contents of their report; scope and quality of the audit work performed; adequacy of the Company's financial and auditing personnel; co-operation received from the Company's personnel during the audit; internal resources used; significant transactions outside of the normal business of the Company; significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and the non-audit services provided by the external auditors;

(a) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles; and

(b) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

(3) The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

(a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(d) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

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(4) The Committee is also charged with the responsibility to:

(a) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

(b) review and approve the financial sections of the annual report to Shareholders; the annual information form, if required; annual and interim MD&A prospectuses; news releases discussing financial results of the Company; and other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;

(d) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review and report on the integrity of the Company's consolidated financial statements;

(f) review the minutes of any audit committee meeting of subsidiary companies;

(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements; and

(h) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information.

(5) The Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

(b) to set and pay the compensation for any advisors employed by the Committee; and

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

The current members of the Committee are Joseph Russell Bleackley, Michael Iverson, Keith Watts (Chair), Mark Roseborough and Allen Szmryko. Under National Instrument 52-110 (the "Instrument") of the Canadian Securities Administrators, members are considered "independent" if free from any direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a member's independent judgment. The Instrument also considers a member "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Michael Iverson, Keith Watts, Mark Roseborough and Allen Szmryko are considered independent. Joseph Russell Bleackley is not considered independent as he is currently acting in the capacity of CEO. All of the members are considered financially literate.

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

All of the current members of the Committee have extensive experience in financial matters, through their participation in the management of private and publicly traded companies, and each has a broad understanding of accounting principles used by the Company to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of its internal controls and procedures for financial reporting. In addition to each member's general business experience, the education and experience of each Committee member relevant to the performance of his responsibilities as a Committee member is as follows:

A-4

Michael Iverson is the President of Triple K Ventures Ltd., a private investment and consulting company, and has been a director and executive officer of numerous public companies since 1998, including serving on the audit committees of Niogold Mining Corp. and Fortuna Silver Mines, which has provided him with experience relevant to the performance of his duties on the Committee. Mr. Iverson has served as a Director of Pacific Frontier Investments Inc. since July 2020. He has been the President of Triple K Ventures Ltd. from January 1980 to present. At NioGold Mining Corp., he was responsible for assembling and developing a large land package, which company was acquired by Osisko Mining Corp. At Fortuna Silver Mines (FVI.T), he was an integral part of its successful development into a successful silver producer.

Joseph Russell Bleackley is an entrepreneur and business leader who has built and led successful management teams through several growth stages from inception, through development and into commercialization, and years of experience in strategic planning, business development and fundraising. Mr. Bleackley is a founder of Pacific Frontier Investments Inc. and has served as its Chief Executive Officer and a Director since its inception in 2019. He has been the President of Bleackley Ventures Ltd. and Managing Partner of New Raven Capital Ltd., private investment and business consulting companies, since January 2015 and February 2015, respectively. Mr. Bleackley also served as the Executive Vice President and Chief Operating Officer for 1933 Industries Inc. (CSE: $TGIF / OTCQX: $TGIFF), a company that made significant investments and upgrades in the Nevada cannabis industry, from June 2017 to July 2019, and was involved in capital markets, marketing and PR at Grande West Transportation Group from November 2016 to March 2020. He has attended Simon Fraser University's program for Public Companies, Financing, Governance and Compliance.

Keith Watts has a strong foundation in real estate, finance and corporate governance, bringing relevant and well-rounded expertise to his role as a Director of the Company and Chairman of the Audit Committee. He is a licensed REALTOR® and graduate of the UBC Sauder School of Business, with a business focus on real estate acquisitions for future development, commercial projects, subdivision land assembly, and marketing for single-family and lakeshore properties. Mr. Watts' background includes serving as both CEO and CFO of a publicly traded company, providing experience in financial oversight, strategic planning and regulatory compliance. He has completed the Directors Education Program, further strengthening his governance capabilities and ensuring a disciplined, transparent, and accountable approach to the Company's audit and financial processes.

Allen Szmyrko has over 20 years of senior management and financial oversight experience in large-scale civil construction, modular manufacturing, and real estate development companies across Western Canada. As CEO of Crafted Developments Corp., and President and co-owner of Tri-Gen Group Ltd., Mr. Szmyrko is responsible for corporate governance, financial performance, budgeting, project controls, and the review and approval of multimillion-dollar capital projects. His background includes extensive experience with financial reporting, internal controls, cost-tracking systems, contract administration, and risk management within highly regulated and audit-sensitive industries. Through his executive roles overseeing consolidated group operations, Mr. Szmyrko has developed strong financial literacy, including the ability to analyze financial statements, assess variances, evaluate operational profitability, and manage audit processes in both private and joint-venture structures. This experience directly supports his responsibilities as a member of the Company's audit committee.

ITEM 4: AUDIT COMMITTEE OVERSIGHT

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

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

During the most recently completed financial year, the Company has not relied on the exemptions contained in Section 2.4 or Part 8 of the Instrument, in whole or in part. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of the not pre-approved non-audit services is reasonably expected to be no more than 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided, the Company did not recognize the services as non-audit services at the time of engagement, and the services are promptly brought to the attention of the audit committee and approved prior to the completion of the audit by the audit committee. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of the Instrument, in whole or in part.

A-5

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of the Instrument, the engagement of non-audit services is considered by the Company's Board of Directors, and where applicable by the Committee, on a case by case basis.

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

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

	FYE 2023	FYE 2024
Audit fees	$ 69,842	$ 78,000
Audit related fees	Nil	Nil
Tax fees	Nil	Nil
All other fees (non-tax)	Nil	$ 6,013
Total Fees:	$ 69,842	$ 84,013

ITEM 8: EXEMPTION

In respect of the financial year ended December 31, 2024, the Company is relying on the exemption set out in section 6.1 of the Instrument with respect to the independence requirements of the audit committee and the reporting obligations.

SCHEDULE "B"

FORM 58-101F2

CORPORATE GOVERNANCE DISCLOSURE

ITEM 1. BOARD OF DIRECTORS

The Board of Directors (the "Board") of Pathfinder Ventures Inc. (the "Company") is comprised of Joseph Russell Bleackley, Michael Iverson, Kevin Watts, Mark Roseborough, Allen Szmyrko and Berend (Ben) Elzen. The Board facilitates the exercise of independent supervision over the Company's management through frequent meetings of the Board and communication with senior management.

A director is considered "independent" if free from any direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a member's independent judgment. Michael Iverson, Kevin Watts, Mark Roseborough, Allen Szmyrko and Berend (Ben) Elzen are considered independent. Joseph Russell Bleackley is not considered independent as he is currently acting in the capacity of CEO.

ITEM 2. DIRECTORSHIPS

The directors of the Company are currently directors of the following other reporting issuers or equivalents:

Name of Director	Name of Reporting Issuer	Primary Exchange/Market
Joseph Russell Bleackley	None	n/a
Michael Iverson	NanoSphere Health Sciences Inc.
Prospect Ridge Resources Corp.
Volcanic Gold Mines Inc.	Canadian Securities Exchange
Canadian Securities Exchange
TSX Venture Exchange
Keith Watts	None	n/a
Mark Roseborough	Indigenous Bloom Hemp Corp.
MX Gold Corp.	n/a
NEX board of the TSX Venture Exchange
Allen Szmyrko	None	n/a
Berend (Ben) Elzen	None	n/a

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

The Board does not currently have a formal program or procedures for the orientation of new board members or the continuing education of Board members. Inquiries are handled by the Board on a case by case basis with outside consultation, if required. The Company makes continuing education available to the Board as the need or the opportunity arises and encourages open discussion at all meetings to foster communication and encourage critical thinking, understanding and learning.

ITEM 4. ETHICAL BUSINESS CONDUCT

The Board has not adopted a written code of ethics for its directors, officers, employees and consultants. Board members, however, are expected to maintain the highest standards of integrity and to lead by example.

ITEM 5. NOMINATION OF DIRECTORS

The Board as a whole is responsible for identifying, as needed, new candidates for the Board and recommending director nominees for the next annual meeting of the shareholders.

ITEM 6. COMPENSATION

The Board has established a Compensation Committee whose primary function is to monitor and make recommendations to the Board in respect of the total compensation paid by the Company to its senior executives and directors. To make its recommendation on compensation for senior executives and directors, the Compensation

B-2

Committee takes into account the experience and track record of individual senior executives and directors and relies on the experience and knowledge of members of the Compensation Committee.

ITEM 7. OTHER BOARD COMMITTEES

In addition to the Audit Committee and the Compensation Committee, the Board of Directors has a Strategic Planning Committee. The members of the Audit Committee are Joseph Russell Bleackley, Michael Iverson, Keith Watts (Chair), Mark Roseborough and Allen Szmryko. The members of the Compensation Committee are Joseph Russell Bleackley, Michael Iverson, Keith Watts, Mark Roseborough (Chair), and Allen Szmyrko. The members of the Strategic Planning Committee are Joseph Russell Bleackley, Michael Iverson, Keith Watts, Mark Roseborough and Allen Szmryko (Chair).

ITEM 8. ASSESSMENTS

The Board of Directors as a whole assesses its performance, committee performance and the contribution of individual members on an ongoing and as needed basis. The Board monitors and discusses from time to time the adequacy of information given to directors, the effectiveness of communications between Board members and with management, and the processes of the Board and its committees. Directors are encouraged to discuss any perceived issues or weaknesses that they feel impair the effective operation of the Board.

010086000-00160730; 1

PATHFINDER VENTURES INC.
(the "Company")

NOTICE OF CHANGE OF AUDITOR
(for resignation)

(National Instrument 51-102, ss.4.11(5)(a)(i))

Effective September 23, 2025, Smythe LLP (the “Former Auditor”) resigned as auditors of the Company on its own initiative. The resignation was delivered without the consideration or approval of the Company’s Audit Committee or its Board of Directors.

With respect to the period commencing at the beginning of the two most recently completed financial years and ending on the date of resignation (the “Relevant Period”), the Former Auditor’s reports on the Company’s financial statements relating to the Relevant Period did not express any modified opinion, and there were no “reportable events” (as defined in National Instrument 51-102).

DATED at Vancouver, British Columbia, this 26th day of September, 2025.

PATHFINDER VENTURES INC.
by order of the Board of Directors

"Joe Bleackley"

Joe Bleackley
CEO and Director

smythe

October 1, 2025

Private and Confidential

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission

Dear Sirs/Mesdames:

RE: PATHFINDER VENTURES INC. (THE “COMPANY”) CHANGE OF AUDITOR

We are writing in accordance with Section 4.11(5)(a) of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated September 26, 2025, and that based on our current knowledge we are in agreement with the information contained in such Notice.

Yours very truly,

Smythe LLP

Chartered Professional Accountants

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St

Vancouver, BC V6C 2B3

T: 604 687 1231

F: 604 688 4675

LANGLEY

600-19933 88 Ave

Langley, BC V2Y 4K5

T: 604 282 3600

F: 604 357 1376

NANAIMO

201-1825 Bowen Rd

Nanaimo, BC V9S 1H1

T: 250 755 2111

F: 250 984 0886

010086000-00160730; 1

PATHFINDER VENTURES INC.
(the "Company")

NOTICE OF CHANGE OF AUDITOR
(for appointment)

(National Instrument 51-102, ss.4.11(6)(a)(i))

Effective October 10, 2025, Buckley Dodds CPA (the “Successor Auditor”) was appointed as auditors of the Company. The appointment was considered and approved by both the Company’s Audit Committee and Board of Directors.

With respect to the period (the “Relevant Period”) commencing at the beginning of the two most recently completed financial years and ending on the date of Smythe LLP’s (the “Former Auditor”) resignation, the Former Auditor’s reports on the Company’s financial statements relating to the Relevant Period did not express any modified opinion, and there were no “reportable events” (as defined in National Instrument 51-102).

DATED at Vancouver, British Columbia, this 10th day of October, 2025.

PATHFINDER VENTURES INC.
by order of the Board of Directors

"Joe Bleackley"

Joe Bleackley
CEO and Director

smythe

October 14, 2025

Private and Confidential

Alberta Securities Commission
British Columbia Securities Commission
Ontario Securities Commission

Dear Sirs/Mesdames:

RE: PATHFINDER VENTURES INC. (THE "COMPANY") CHANGE OF AUDITOR

We are writing in accordance with Section 4.11(6)(a) of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated October 10, 2025 and that based on our current knowledge we are in agreement with the information contained in such Notice.

Yours very truly,

Smythe LLP

Chartered Professional Accountants

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675

LANGLEY

600-19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376

NANAIMO

201-1825 Bowen Rd
Nanaimo, BC V9S 1H1
T: 250 755 2111
F: 250 984 0886

BUCKLEY DODDS CPA

Chartered Professional Accountants

Suite 2700 - 1177 West Hastings Street,

Vancouver, B.C. Canada V6E 2K3

Telephone: (604) 713-7077

October 10, 2025

To: British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission

Dear Sirs/Mesdames:

Re: Pathfinder Ventures Inc. (the "Company")
Notice Pursuant to NI 51 – 102 of Change of Auditor

We have reviewed the information contained in the Notice of Change of Auditor of the Company dated October 10, 2025 (the "Notice"), delivered to us pursuant to National Instrument 51-102 – Continuous Disclosure Obligations.

Based on our knowledge as of the date hereof, we agree with the statements contained in the Notice. We have no basis to agree or disagree with the comments in the Notice relating to Smythe LLP.

Yours very truly,

Buckley Dodds CPA
CHARTERED PROFESSIONAL ACCOUNTANTS

AI assistant

Pathfinder Ventures Inc. — Proxy Solicitation & Information Statement 2025

47612_rns_2025-12-09_7b74c0e9-5317-49a5-91ef-69d214c420cb.pdf

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

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

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS

EXECUTIVE COMPENSATION

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and NEO Compensation, Excluding Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities

Disposition of Compensation Securities by NEOs and Directors

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of NEO and Director Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

NI52-110 AUDIT COMMITTEE DISCLOSURE

NI58-101 CORPORATE GOVERNANCE DISCLOSURE

PRESENTATION OF FINANCIAL STATEMENTS

FIXING NUMBER AND ELECTION OF DIRECTORS

Orders, Penalties and Sanctions

APPOINTMENT AND REMUNERATION OF AUDITOR

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

A. CONSOLIDATION OF COMMON SHARE CAPITAL

Certain Risks Associated with the Share Consolidation

Principal Effects of the Share Consolidation

Effect on Non-Registered Shareholders

Effect on Share Certificates

Effect on Stock Options and Other Convertible Securities

B. RE-APPROVAL OF THE COMPANY'S SECURITY-BASED COMPENSATION PLAN

ITEM 1: THE AUDIT COMMITTEE'S CHARTER

PURPOSE

COMPOSITION, PROCEDURES AND ORGANIZATION

ROLES AND RESPONSIBILITIES

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

ITEM 4: AUDIT COMMITTEE OVERSIGHT

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

ITEM 8: EXEMPTION

ITEM 1. BOARD OF DIRECTORS

ITEM 2. DIRECTORSHIPS

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

ITEM 4. ETHICAL BUSINESS CONDUCT

ITEM 5. NOMINATION OF DIRECTORS

ITEM 6. COMPENSATION

ITEM 7. OTHER BOARD COMMITTEES

ITEM 8. ASSESSMENTS

Private and Confidential

RE: PATHFINDER VENTURES INC. (THE “COMPANY”) CHANGE OF AUDITOR

Private and Confidential

RE: PATHFINDER VENTURES INC. (THE "COMPANY") CHANGE OF AUDITOR

More from Pathfinder Ventures Inc.

Pathfinder Ventures Inc. Proxy Solicitation & Information Statement 2025