Phenom Resources Corp. — AGM Information 2024

Jan 15, 2024

-2-

BOLD CAPITAL ENTERPRISES LTD.

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Bold Capital Enterprises Ltd.:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders of Bold Capital Enterprises Ltd. (the “ Corporation ”) will be held in a virtual-only meeting format on February 12, 2024, at 11:00am (Eastern Time) by registering at the following link https://bit.ly/3O3YDPF for the following purposes:

1. to receive the annual consolidated financial statements of the Corporation for the fiscal years ended December 31, 2021 and December 31, 2022, and the external auditors’ reports thereon;

2. to elect the directors of the Corporation;

3. to appoint the external auditor of the Corporation and to authorize the directors to set its compensation;

4. conditional on and effective upon the completion of the qualifying transaction of the Corporation (the “ Qualifying Transaction ”), to elect the directors of the Corporation, as more fully described in the management information circular dated January 15, 2024 (the “ Circular ”);

5. conditional on and effective upon the completion of the Qualifying Transaction, to consider, and if deemed appropriate, to pass, an ordinary resolution of disinterested shareholders, approving the Corporation’s Omnibus incentive plan (the “ Omnibus Plan ”), as set forth in Schedule “A” of the Circular;

6. conditional on and effective upon the completion of the Qualifying Transaction, to consider, and if deemed appropriate, to pass, a special resolution approving an amendment to Corporation’s articles to change the Corporation’s name from “ Bold Capital Enterprises Ltd. ” to “ Stardust Solar Energy Inc. ” or such other similar name as may be determined by the board of directors of the Corporation, with the full text of the resolution set forth in the Circular;

7. conditional on and effective upon the completion of the Qualifying Transaction, to consider and, if deemed advisable, to pass a special resolution authorizing the board of directors to amend the articles of the Corporation to change the province in which the Corporation’s registered office is situated from Quebec to British Columbia;

8. conditional on and effective upon the completion of the Qualifying Transaction, to consider and, if deemed advisable, to pass, a special resolution authorizing an amendment to the Articles of the Corporation so as to, if deemed advisable by the board of directors of the

326298.00001/300589166.9

-3-

Corporation, consolidate the issued and outstanding common shares of the Corporation on the basis of 2.4876 common shares of the Corporation for every common share of the resulting issuer following the completion of a Qualifying Transaction; and

1. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Management proxy circular and proxy form for the Meeting are attached to this notice.

Shareholders regardless of geographic location will have an equal opportunity to participate in the Meeting online. Registered shareholders (as defined herein) and duly appointed proxyholders will be able to virtually attend, participate and vote at the virtual Meeting on the date and time of the Meeting by clicking and registering at the following link: https://bit.ly/3O3YDPF.

Just as they would be at an in-person meeting, registered shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the accompanying Circular. Registered shareholders who are unable to attend the virtual Meeting are requested to complete, sign and date the accompanying form of proxy or voting instruction form in accordance with the instructions provided therein and in the Circular and return it in accordance with the instructions and timelines set forth in the Circular.

Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as “guests”, but will not be able to participate, submit questions or vote at the virtual Meeting.

To ensure a smooth process, the Corporation is asking registered participants to log in by 10:45am (Eastern Time) on February 12, 2024.

Montreal, Québec, January 15, 2024

By order of the Board,

(s) Peter Rona

Peter Rona

President and Chief Executive Officer of the Corporation

326298.00001/300589166.9

-4-

Shareholders of the Corporation whose common shares are registered in the Corporation’s register in their name may exercise their right to vote by attending the Meeting or by completing a proxy form or voting instruction form. If you are unable to be present via live webcast at the Meeting, kindly complete, date and sign the proxy form or voting instruction form for the Meeting. Proxies must be received by the transfer agent and registrar of the Corporation no later than 11:00am (Eastern Time) on February 8, 2024 or 48 hours, excluding Saturday, Sunday or holiday, preceding the resumption of the Meeting after an adjournment (i) by mail at TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H2; (ii) by facsimile machine at 416-595-9593; (iii) by casting your vote online to the following website: www.voteproxyonline.com; or (iv) by scanning and sending it by email to tsxtrustproxyvoting@tmx.com.

If you are not a registered Shareholder but you are a beneficial owner, please follow the instructions contained in the Circular.

326298.00001/300589166.9