POCML 7 INC.
130 King Street West, Suite 2210
Toronto, Ontario M5X 1E4

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of shareholders of POCML 7 Inc. (the "Company") will be held on Thursday, January 8, 2026, at the hour of 10:00 a.m. (Eastern time), at the offices of Irwin Lowy LLP at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2, for the following purposes:

to receive and consider the audited financial statements of the Company for the year ended September 30, 2024 and 2023 and the report of the auditors thereon, and to receive and consider the interim financial statements of the Company for the three-and-nine-months interim period ended June 30, 2025 and 2024;
to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
to elect the directors for the ensuing year;
to to approve and confirm the stock option plan of the Company;
subject to the completion of the Proposed Qualifying Transaction (as defined and detailed in the accompanying management information circular dated December 8, 2025 (the "Circular")), to elect a new board of directors to hold office following the completion of the Proposed Qualifying Transaction;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation (the "Consolidation") of all of the issued and outstanding common shares of the Company on the basis of one (1) old common shares for 0.656565 of a new common share, or such other ratio that results in the Company having 8,000,000 common shares outstanding upon completion of the Consolidation, including common shares resulting from the exercise of all of the options currently issued and outstanding, as more fully described in the Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution of shareholders amending the Company's articles to change the name of the Company to "Verdera Energy Corp." or such other name as the directors of the Company may determine and may be acceptable to the applicable regulatory authorities, as more fully described in the Circular;
to consider and, if deemed advisable, pass, with or without variation, a special resolution of shareholders amending the Company's articles to create a new class of preferred shares, with the special rights and restrictions substantially in the form attached to the Circular;
to consider and, if deemed advisable, pass with or without variation, a special resolution for continuance of the Company from being governed by the Business Corporations Act (Ontario) to being governed by the Business Corporations Act (British Columbia); and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company's transfer agent and registrar, TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 not later than 10:00 a.m. (Eastern time) on Tuesday, January 6, 2026, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Monday, December 8, 2025 as the record date for the Meeting, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual and special meeting. Additional information about the Company and its financial statements are also available on the Company's profile at www.sedarplus.ca.

DATED this 8th day of December, 2025.

BY ORDER OF THE BOARD

"David D'Onofrio" (signed)
Director

POCML 7 INC.
130 King Street West, Suite 2210
Toronto, Ontario M5X 1E4

MANAGEMENT INFORMATION CIRCULAR
As at December 8, 2025

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF POCML 7 INC. (the "Company") of proxies to be used at the annual and special meeting of shareholders of the Company to be held on Thursday, January 8, 2026 at the office of Irwin Lowy LLP at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2 at the hour of 10:00 a.m. (Eastern time), and at any adjournment or postponement thereof (the "Meeting") for the purposes set out in the enclosed notice of meeting (the "Notice"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Company's proxy solicitation materials (the "Meeting Materials") to the beneficial owners of the common shares of the Company (the "Common Shares") held of record by such parties. The Company may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Company. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice.

APPOINTMENT AND REVOCATION OF PROXIES

A holder of Common Shares who appears on the records maintained by the Company's registrar and transfer agent as a registered holder of Common Shares (each a "Registered Shareholder") may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Company. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Company's transfer agent and registrar, TSX Trust Company (the "Transfer Agent"), not later than 10:00 a.m. (Eastern time) on Tuesday, January 6, 2026, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

| By Mail or Hand Delivery: | TSX Trust Company
100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 |
| --- | --- |
| Facsimile: | 416-595-9593
You will need to provide your 12 digit control number (located on the form of proxy accompanying this Management Information Circular) |

| By Internet: | www.voteproxyonline.com
You will need to provide your 12 digit control number (located on the form of proxy accompanying this Management Information Circular). |
| --- | --- |

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Company, located at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his or her judgment may determine. At the time of printing this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders of the Company do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a beneficial holder of Common Shares who does not appear on the records maintained by the Company's registrar and transfer agent as a registered holder of Common Shares (each a "Non-Registered Holder") are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (a "Clearing Agency") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Company’s OBOs can expect to be contacted by their Intermediary. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a "VIF"). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder’s or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Company as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of special shares, issuable in series. As of Monday, December 8, 2025 (the "Record Date"), there were a total of 11,084,625 Common Shares issued and outstanding and no special shares issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one (1) vote at the Meeting.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one (1) vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one (1) vote for each Common Share held.

To the knowledge of the directors and executive officers of the Company, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares, other than as set forth below:

Name	Number of Common Shares	Percentage
PowerOne Capital Corp.(1)	7,000,000	63.2%

Note:

(1) PowerOne Capital Corp. is an entity beneficially owned and controlled by Pasquale DiCapo.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out under the heading "Particulars of Matters to be Acted Upon" below, no person who has been a director or an officer of the Company at any time since the beginning of its last completed financial year or any associate of any such director or officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting, except as disclosed in this Circular.

PROPOSED QUALIFYING TRANSACTION

The Company entered into an amalgamation agreement dated November 25, 2025 (the "Amalgamation Agreement") with Verdera Energy Corp. ("Verdera", whereby it is proposed that the Company will, through its wholly-owned subsidiary incorporated pursuant to the laws of British Columbia ("Subco"), amalgamate with Verdera and thereby acquire all of the issued and outstanding shares of Verdera by way of a three-cornered amalgamation under the laws of the Province of British Columbia (the "Proposed Qualifying Transaction"). If completed, the Proposed Qualifying Transaction is intended to constitute the "Qualifying Transaction" of the Company under Policy 2.4 "Capital Pool Companies" (the "CPC Policy") of the TSX Venture Exchange (the "TSXV"). All references herein to "Resulting Issuer" refer to the Company after completion of the Proposed Qualifying Transaction. A copy of the Amalgamation Agreement is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

The Proposed Qualifying Transaction is described in press releases of the Company dated November 3 and November 26, 2025, copies of which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. The Proposed Qualifying Transaction is subject to regulatory approval, including the approval of the TSXV, and certain closing conditions in favour of the parties as described in the press releases, including the completion of a subscription receipt financing and the receipt of the approval of the shareholders for the Consolidation (as defined herein), Name Change (as defined herein), Election of the Verdera Directors (as defined herein), creation of the Preferred Shares (as defined herein) and Continuance (as defined herein). The Proposed Qualifying Transaction will also be described in greater detail in a filing statement of the Company (the "Filing Statement") to be filed under the Company's profile on SEDAR+ at www.sedarplus.ca in advance of closing of the Proposed Qualifying Transaction.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE PROPOSED QUALIFYING TRANSACTION

However, the Proposed Qualifying Transaction is very important to the Company, and Shareholder approval for the Consolidation, Name Change, Election of the Verdera Directors, creation of Preferred Shares and Continuance which are to be considered at the Meeting is necessary in order to complete the Proposed Qualifying Transaction. Full details regarding Verdera and the Proposed Qualifying Transaction will be disclosed by

the Company in the Filing Statement to be prepared and filed under the CPC Policy. The Filing Statement will be posted under the Company’s profile on SEDAR+ at www.sedarplus.ca at least seven (7) business days prior to completion of the Proposed Qualifying Transaction. Management of the Company will endeavour to post the Filing Statement on SEDAR+ as quickly as possible, but the posting thereof will not occur until on after the date of the Meeting. Shareholders are urged to review the press releases issued by the Company on November 3 and November 25, 2025, and the Filing Statement of the Company, if, as and when it is filed on SEDAR as it contains important disclosure regarding the Proposed Qualifying Transaction and the Resulting Issuer.

The resolutions with respect to the Consolidation, Name Change, Election of Verdera Directors, creation of Preferred Shares and Continuance sought to be passed by the shareholders at the Meeting will be a condition to the completion of the Proposed Qualifying Transaction. Failure to pass these special resolutions could impede or prevent the completion of the Proposed Qualifying Transaction.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Company (the "Board"), the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

1. RECEIPT OF FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended September 30, 2024 and 2023 and the report of the auditor thereon and the interim financial statements of the Company for the three-and-nine months interim period ended June 30, 2025 and 2024, which accompany this Circular, will be placed before shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company’s profile at www.sedarplus.ca. Receipt at the Meeting of the auditor’s report and the Company’s audited annual financial statements and interim financial statements will not constitute approval or disapproval of any matters referred to therein.

2. APPOINTMENT OF AUDITOR

MNP LLP, Chartered Professional Accountants located at 111 Richmond Street West, Suite 300, Toronto, Ontario M5H 2G4 was first appointed auditor of the Company on November 7, 2022.

At the Meeting, Shareholders will be asked to appoint MNP LLP as auditor of the Company for the ensuing financial year and to authorize the Board to fix the remuneration of the auditor. The Board recommends that Shareholders vote FOR the appointment of McGovern Hurley Cunningham LLP as auditor of the Company and authorize the Board to fix the remuneration of the auditor.

Unless the Shareholder directs that his or her Common Shares are to be withheld from voting in connection with the appointment of the auditor, the persons named in the enclosed form of proxy intend to vote FOR the appointment of MNP LLP, as the auditor of the Company until the next annual meeting of shareholders and to authorize the Board to fix its remuneration

3. ELECTION OF DIRECTORS FOR THE ENSUING YEAR

By special resolution of the shareholders approved on December 31, 2021, the shareholders empowered the Board to determine, by resolution of the Board, the number of directors within the minimum and maximum number of directors set out in the articles of incorporation of the Company (the "Articles"). The Articles provide that the minimum number of directors of the Company be one (1) and the maximum number of directors of the Company be ten (10). The Board currently consists of three (3) directors to be elected annually. The following table states the names of the persons nominated by management for election as directors, their municipality of residence, any offices with the Company currently held by them, their principal occupations or employment during the past five (5) years, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof. The term of office of each director will be from the date of the meeting at which he is elected until the next annual meeting, or until his successor is elected or appointed.

Name, Province or State and Country of Residence	Principal Occupation	Position with the Company	Served as a Director of the Company since	Number of Common Shares Beneficially Owned or Controlled, Directly or Indirectly(1)	Percentage of Common Shares Owned or Controlled
David D'Onofrio(2) Toronto, ON	Chief Financial Officer of PowerOne Capital Markets Limited; Chartered Accountant	Director	December 31, 2021	700,000	6.3%
Adam Parsons(2) Toronto, ON	Vice President, Corporate Finance, PowerOne Capital Markets Limited	Director	December 31, 2021	150,000	1.4%
Pasquale DiCapo(2) Toronto, ON	Founder and Chief Executive Officer of PowerOne Capital Markets Limited	Chief Executive Officer, Chief Financial Officer, Secretary & Director	December 31, 2021	7,000,000	63.2%

Note:

(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
(2) Member of the Audit Committee.

Proxies received in favour of management will be voted for the election of the above-named nominees, unless the Shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect thereof. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management of the Company will be voted FOR the nominees listed in this Circular. Management has no reason to believe that any of the nominees will be unable to serve as a director but, if a nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining nominees and may be voted for a substitute nominee unless the Shareholder has specified in the proxy that his or her shares are to be withheld from voting in respect of the election of directors.

As at the date of this Circular, the current directors, as a group, directly or indirectly, beneficially own or exercise control or direction over 7,850,000 Common Shares, representing approximately 70.8% of the issued and outstanding Common Shares.

Corporate Cease Trade Orders or Bankruptcies

None of the proposed directors, within ten (10) years before the date of this Circular, has been a director or executive officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days (collectively an "Order") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Personal Bankruptcies

None of the proposed directors of the Company have, within the ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Penalties and Sanctions

Other than as disclosed below, none of the proposed directors of the Company have been subject to 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 or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

4. APPROVAL AND CONFIRMATION OF STOCK OPTION PLAN

The Company has adopted a stock option plan (the "Stock Option Plan") for senior officers, directors, employees and consultants of the Company. The Stock Option Plan was adopted by the Board on December 31, 2021. The Stock Option Plan provides for the issuance of stock options to acquire up to 10% of the Company's issued and outstanding Common Shares as at the date of grant of the options. The Stock Option Plan is a "rolling plan" as the number of Common Shares reserved for issuance pursuant to the grant of stock options will increase as the Company's issued and outstanding share capital increases. At no time will more than 10% of the outstanding shares be subject to grant under the Stock Option Plan. If a stock option expires, is exercised or otherwise terminates for any reason, the number of Common Shares of the Company in respect of that expired, exercised or terminated stock option shall again be available for the purpose of the Stock Option Plan. The principal features of the Stock Option Plan are described in more detail below (see "Statement of Executive Compensation – Stock Option Plan and Other Incentive Plans").

Under Policy 4.4 of the TSXV a listed company is required to obtain the approval of its shareholders for a "rolling" stock option plan at each annual meeting of shareholders. The Stock Option Plan is subject to approval by the TSXV. Shareholders are being asked at the Meeting to approve the following resolution:

"BE IT RESOLVED THAT:

the stock option plan of the Company as described in the management information circular dated December 8, 2025, be and is hereby confirmed and approved."

In accordance with the policies of the TSXV, the Stock Option Plan must be approved by the majority of votes cast at the Meeting on the resolution. Proxies received in favour of management will be voted FOR the foregoing resolution in respect of the Stock Option Plan, unless a Shareholder has specified in the proxy that his or her Common Shares are to be voted against such resolution.

5. ELECTION OF NEW SLATE OF DIRECTORS SUBJECT TO THE COMPLETION OF THE PROPOSED QUALIFYING TRANSACTION

The following table sets out the names of nominees for individual election as directors of the Company only if the Proposed Qualifying Transaction is completed in accordance with the terms and conditions of the Amalgamation Agreement (the "Election of the Verdera Directors"), each nominee's municipality of residence, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment for the five (5) preceding years for new director nominees, and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular.

Name and Municipality of Residence	Principal Occupation for Last Five Years	Proposed Position(s) with the Resulting Issuer	Numbers of Common Shares Beneficially Owned or Controlled(1)
Janet Lee-Sheriff(2)
Vancouver, British Columbia	Chair, Chief Executive Officer and Director of Verdera. President and Director of Group 11 Technologies Inc. and Clean Energy Association of New Mexico.	Chair, Chief Executive Officer and Director	Nil
Kevin Bambrough
Ravenna, Ontario	CEO of Energetic Media Inc., author and businessman.	Director	Nil
Mark Pelizza(2)
Plano, Texas	Principal of M.S. Pelizza & Associates since September 2014. Professional Geoscientist and Certified Professional Geologist.	Director	Nil
Jon Indall
Santa Fe, New Mexico	Director of Premier American Uranium Inc. since June 2024, senior advisor to the Uranium Producers of America.	Director	Nil
Greg Hayes(2)(3)
Edmonton, Alberta	Chartered Professional Accountant, Chief Financial Officer of Soma Gold Corp.	Director	Nil

Notes:

(1) Prior to completion of the Proposed Qualifying Transaction, none of the proposed directors hold any Common Shares of the Company.
(2) Proposed member of the Audit Committee.
(3) Proposed Chair of the Audit Committee.

A biography of each of the proposed director nominees, if the Proposed Qualifying Transaction is completed in accordance with the terms and conditions of the Amalgamation Agreement, are as follows:

Janet Lee-Sheriff, Chair, Chief Executive Officer and Director - Ms. Sheriff brings 25 years of experience in the mineral extraction industry, community engagement and communications to Verdera. She presently serves as the President and Director of Group 11 Technologies and the Clean Energy Association of New Mexico. She most recently served as the Chief Communications Officer of enCore Energy Corp., having managed their brand and communications from a micro-cap company to a leading uranium producer in the United States. Ms. Sheriff previously served as Chief Executive Officer of Golden Predator Mining; President of Tigris Uranium (now enCore Energy Corp.) and as Executive Chair of C2C Metals Corp (now Urano Energy Corp.). She is a graduate of Queen's University in Kingston, Canada, and a recipient of the Queen's Jubilee Commemorative Medal awarded for outstanding achievements by Canadians.

Kevin Bambrough, Director - Kevin Bambrough is a seasoned executive and investor with three decades of experience in natural resources, energy markets, and alternative asset management. As the former President of Sprott Inc. and CEO of Sprott Resource Corp., Kevin played a pivotal role as the founder of Sprott Consulting growing it to over $1 billion in assets under management, and delivered a 28% IRR over five years before retiring. He is widely recognized for his early and successful identification of major market trends, resource cycles and deep understanding of the uranium market.

Mark Pelizza, Director - Mr. Pelizza has spent 48 years in the uranium industry with direct project experience including the Alta Mesa, Benavides, Kingsville Dome, Longoria, Palangana, Rosita, West Cole and the Vasquez projects, all in Texas. He was also responsible for the permitting and licensing of the Church Rock, Crownpoint and Unit 1 projects in New Mexico and the North Platte project in Wyoming. Mr. Pelizza is a Director for enCore Energy Corp., an In-Situ Recovery uranium producer, where his tenure spans from 2014 to present. There his roles include Lead Director, Chair of the Compensation Committee, Chair of the Sustainability Committee and a previous member of the Audit Committee. He is also the Principal of M.S. Pelizza & Associates LLC where he serves clients in the extractive industries. He previously served as Sr. Vice President of Health, Safety and Environmental Affairs with

Uranium Resource, Inc and before that worked with Union Carbide Corp. Mr. Pelizza received his B.S. in Geology, Fort Lewis College and his M.S. in Geological Engineering from the Colorado School of Mines. He is a licensed Professional Geoscientist in Texas, a Certified Professional Geologist by the American Institute of Professional Geologists, and a Qualified Person under NI 43-101. He is the Past Chairman of the Texas Mining and Reclamation Association and the Past President of the Uranium Producers of America..

Jon Indall, Director - Mr. Indall has close to 40 years of experience in natural resources, environmental law, and administrative law, which has made a profound impact on these domains. A distinguished retired partner from the prestigious law firm of Maldegen, Templeman & Indall in Santa Fe, his practice encompassed intricate transactions, title work, permitting, and mining property acquisitions. Mr. Indall represented clients engaged in site remediation activities, including superfund sites. He currently serves as a director on the board of Premier American Uranium Inc., and is a senior advisor to the Uranium Producers of America. He holds a B.A. and a J.D. from the University of Kansas.

Greg Hayes, Director - Mr. Hayes is a Chartered Professional Accountant with over 25 years of financial and executive leadership experience, primarily within the publicly traded resource sector. He has held senior positions across a range of TSXV- and CSE-listed companies, with a particular focus on mineral exploration and development. Mr. Hayes is the Chief Financial Officer of Soma Gold Corp. and has previously served as Chief Financial Officer for multiple publicly listed companies, including Golden Predator Mining Corp., Taku Gold Corp., Firestone Ventures Inc., and Shear Minerals Ltd. He also previously served as Chief Executive Officer and Director of Golden Predator Mining Corp. and Northern Tiger Resources Inc. Prior to his corporate leadership roles, Mr. Hayes gained audit experience with PricewaterhouseCoopers and served as a Principal for the Auditor General of Alberta, managing audits of public sector entities. He holds a Bachelor of Commerce degree from the University of Alberta.

The shareholders will be asked at the Meeting to consider and, if thought appropriate, to pass with or without variation an ordinary resolution to approve, if the Proposed Qualifying Transaction is completed in accordance with the terms and conditions of the Amalgamation Agreement, the Election of the Verdera Directors, fixing the Board at five (5) members, electing five (5) directors individually and not as a slate to the Board.

As at the date of this Circular, the Verdera nominee directors, as a group, directly or indirectly do not own any Common Shares of the Company.

The foregoing information has been furnished by the respective proposed directors.

Corporate Cease Trade Orders or Bankruptcies

None of the proposed directors of the Company have, within ten (10) years before the date of this Circular, has been a director or executive officer of any company that:

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Personal Bankruptcies

Penalties and Sanctions

None of the proposed directors of the Company have been subject to 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 or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Director Resolution

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving: (i) the election of David D'Onofrio, Adam Parsons and Pasquale DiCapo as directors of the Company to hold office until the earlier of: (a) the close of the next annual meeting of shareholders or until their successors are elected or appointed; or (b) the effective time of the completion of the Proposed Qualifying Transaction, at which time the directors shall be removed as directors of the Company; and (iii) subject to and conditional upon completion of the Proposed Qualifying Transaction, the setting of the number of directors of the Company at five (5) and the election of Janet Lee-Sheriff, Kevin Bambrough, Mark Pelizza, Jon Indall and Greg Hayes as directors of the Company to hold office from the effective time of the completion of the Proposed Qualifying Transaction until the close of the next annual meeting of the shareholders or until their successors are elected or appointed (the "Director Resolution").

In order to be passed, the Director Resolution requires the approval of a majority of the votes cast thereon by holders of Common Shares present in person or represented by proxy at the Meeting. Unless the Shareholder directs that his or her Common Shares are to be withheld from voting in connection with the Director Resolution, the persons named in the enclosed form of proxy intend to vote FOR the Director Resolution.

6. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT CONSOLIDATION

At the Meeting, shareholders will be asked to approve the consolidation (the "Consolidation") of the Common Shares on the basis of 0.656565 of a "new" common share for every one (1) "old" Common Share outstanding, or such other ratio that results in the Company having 8,000,000 post-Consolidation Common Shares issued and outstanding upon completion of the Consolidation, including post-Consolidation Common Shares resulting from the exercise of all the options issued and outstanding. As at the date of this Circular, there were 11,084,625 Common Shares issued and outstanding and 1,100,000 options outstanding. Following the completion of the Consolidation, the Company would have approximately 7,277,777 post-Consolidation Common Shares outstanding (subject to rounding at the individual Shareholder level as discussed below, and prior to the issuance of post-Consolidation Common Shares upon exercise of the options of the Company).

The Consolidation is proposed to be completed in connection with, and as a condition to the completion of, the Proposed Qualifying Transaction which, if completed, will constitute the Qualifying Transaction of the Company in accordance with the CPC Policy. Pursuant to the Proposed Qualifying Transaction, the Company shall acquire all of the issued and outstanding shares of Verdera. Verdera currently has common shares (the "Verdera Common Shares") and preferred shares (the "Verdera Preferred Shares") issued and outstanding. As consideration, the Company shall issue one (1) post-Consolidation Common Share for each issued and outstanding Verdera Common Share (the "Exchange Ratio"), one (1) post-Consolidation Common Share for each of 15,000,000 of the Verdera Preferred Shares issued and outstanding, and one (1) Preferred Share (as defined herein) for each of the remaining 35,000,000 Verdera Preferred Shares issued and outstanding. The Company will also issue share purchase warrants, convertible securities and stock options of the Company for each outstanding share purchase warrant, convertible security, and stock option of Verdera as applicable, pursuant to the Exchange Ratio, which securities of the Company shall be exercisable to acquire post-Consolidation Common Shares in lieu of Verdera Common Shares based on the Exchange Ratio and will otherwise bear the same terms and conditions as the Verdera securities in consideration of which they

are issued. Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including, but not limited to, the receipt of all applicable shareholder and regulatory approvals.

Accordingly, at the Meeting, shareholders will be asked to approve a special resolution substantially in the form annexed hereto as Schedule "A" authorizing the Company to effect an amendment to the articles of the Company so as to effect the Consolidation (the "Consolidation Resolution"). 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 various procedures for processing the Consolidation. If a Shareholder holds Common Shares with such a bank, broker or other nominee and has any questions in this regard, the Shareholder is encouraged to contact its nominee. No fractional post-Consolidation Common Shares will be issued upon the Consolidation. If as a result of the Consolidation, a Shareholder becomes entitled to a fractional post-Consolidation Common Share, such fraction will be rounded down to the nearest whole number. As a condition to completion of the Proposed Qualifying Transaction, the Company will direct its registrar and transfer agent to send letters of transmittal to holders of Common Shares for use in transmitting their share certificates to the Company's registrar and transfer agent, TSX Trust Company (the "Depository"), in exchange for new certificates representing the number of post-Consolidation Common Shares to which such Shareholder is entitled as a result of the Consolidation. Shareholders are encouraged to follow the instructions contained on the letter of transmittal in order to receive the post-Consolidation Common Shares to which they are entitled following the completion of the Consolidation. In order to receive certificates representing post-Consolidation Common Shares issued pursuant to the Consolidation, shareholders must deliver to the Depository (i) their certificates representing Common Shares; (ii) a duly completed letter of transmittal and (iii) such other documents as the Depository may require. Upon return of a properly completed letter of transmittal, together with certificates representing Common Shares and such other information as requested by the Depository, certificates for the appropriate number of post-Consolidation Common Shares will be distributed without charge. Certificates for the post-Consolidation Common Shares issued to a Shareholder who provides the appropriate documentation described above, shall be registered in such name or names and will be delivered to such address or addresses as such holder may direct in the letter of transmittal as soon as practicable after the receipt by the Depository of the required documents.

Please do not send the letter of transmittal or share certificates to the Depositary until the Company announces by press release that the Consolidation has become effective. No delivery of a certificate evidencing a post-Consolidation Common Share to a Shareholder will be made until the Shareholder has surrendered its current issued certificates. Until surrendered, each certificate formerly representing old Common Shares shall be deemed for all purposes to represent the number of post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation. In order to be adopted, the Consolidation Resolution must be approved by at least two-thirds (66 3/2%) of the votes cast by the holders of the Common Shares, either present in person or represented by proxy at the Meeting. If the Consolidation Resolution is adopted by the shareholders at the Meeting, the Company currently intends to file the articles of amendment contemporaneously with the completion of the Proposed Qualifying Transaction. The articles of amendment will not have any effect on the operations of the Company, other than as noted above. The Consolidation remains subject to regulatory approval, including without limitation, approval of the TSXV.

The Board has unanimously approved the Consolidation and recommends that the shareholders vote FOR the Consolidation Resolution.

The Consolidation Resolution must be approved by at least two-thirds (66 3/2%) of the votes cast in person or by proxy at the Meeting. It is the intention of the persons named in the enclosed proxy, in the absence of instructions to the contrary, to vote the proxy FOR the Consolidation Resolution.

The Consolidation will not be effective until all applicable filings are complete. The Board reserves the right to revoke all or part of the articles of amendment at any time prior to their becoming effective, or to not proceed with the filing of the articles of amendment at all.

7. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT NAME CHANGE

The Company's name "POCML 7 Inc." was chosen by the incorporators of the Company for use while the Company is a Capital Pool Company (as defined in the policies of the TSXV) ("CPC"). Upon completion of the Proposed Qualifying Transaction, the Company shall cease to be a CPC, and the business of Verdera as currently contemplated to be constituted will be the business of the Company. In connection therewith, the Company intends to change its

name to "Verdera Energy Corp.", or such other similar name as the Board, in its sole discretion and as is acceptable to the TSXV, deems appropriate (the "Name Change"). Management feels that the Name Change is in the best interests of the Company in order to reflect the change in its business activities upon completion of the Proposed Qualifying Transaction.

Accordingly, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of incorporation of the Company to effect the Name Change, the text of which is annexed hereto as Schedule "A" (the "Name Change Resolution").

The amendment to the articles to affect the Name Change must be approved by special resolution in order to become effective. To pass, a special resolution requires the affirmative vote of not less than two-thirds of the votes cast by the holders of the Common Shares, either present in person or represented by proxy at the Meeting. If the Name Change Resolution is adopted by the shareholders at the Meeting, the Company currently intends to file the articles of amendment contemporaneously with the completion of the Proposed Qualifying Transaction. The articles of amendment will not have any effect on the operations of the Company, other than as noted above. The Name Change remains subject to regulatory approval, including without limitation, approval of the TSXV. If the holders of Common Shares do not approve the special resolution, the Name Change will not proceed. Shareholders are urged to vote in favour of this special resolution.

The Board has unanimously approved the Name Change and recommends that the shareholders vote FOR the Name Change Resolution.

The Name Change Resolution must be approved by at least two third (66⅔%) of the votes cast in person or by proxy at the Meeting. It is the intention of the persons named in the enclosed proxy, in the absence of instructions to the contrary, to vote the proxy FOR of the Name Change Resolution.

The Name Change will not be effective until all applicable filings are complete. The Board reserves the right to revoke all or part of the articles of amendment at any time prior to their becoming effective, or to not proceed with the filing of the articles of amendment at all.

8. CREATION OF PREFERRED SHARES

Verdera currently has 50,000,000 Verdera Preferred Shares outstanding, all of which are owned by enCore Energy Corp. ("enCore") Pursuant to the Amalgamation Agreement, the Company has agreed to issue 15,000,000 post-Consolidation Common Shares to enCore in exchange for 15,000,000 of the Verdera Preferred Shares. The Company has agreed to issue 35,000,000 preferred shares in the capital of the Company (the "Preferred Shares") to enCore in exchange for the remaining 35,000,000 Verdera Preferred Shares. These Preferred Shares will convert to Common Shares on distribution of such shares to the shareholders of enCore.

Shareholders of the Company will be asked at the Meeting to pass, with or without amendment, a special resolution authorizing, subject to the completion of the Proposed Qualifying Transaction, the creation of the Preferred Shares, the text of which is annexed hereto as Schedule "A" (the "Preferred Share Resolution") and with the special rights and restrictions substantially in the form attached as Schedule "B" to this Circular.

The Board of Directors believes that it is in the best interests of the Company to approve the creation of the Preferred Shares and recommends that shareholders approve the creation of the Preferred Shares. To pass, a special resolution requires the affirmative vote of not less than two-thirds of the votes cast by the holders of the Common Shares, either present in person or represented by proxy at the Meeting. Creation of the Preferred Shares is a condition to completion of the Proposed Qualifying Transaction. If the Preferred Share Resolution is adopted by the shareholders at the Meeting, the Company currently intends to file the articles of amendment contemporaneously with the completion of the Proposed Qualifying Transaction. The creation of the Preferred Shares remains subject to regulatory approval, including without limitation, approval of the TSXV. If the holders of Common Shares do not approve the special resolution, the creation of the Preferred Shares will not proceed. Shareholders are urged to vote in favour of this special resolution.

The Board has unanimously approved the creation of the Preferred Shares and recommends that the shareholders vote FOR the Preferred Share Resolution.

The Preferred Share Resolution must be approved by at least two third (66⅔%) of the votes cast in person or by proxy at the Meeting. It is the intention of the persons named in the enclosed proxy, in the absence of instructions to the contrary, to vote the proxy FOR of the Preferred Share Resolution.

The creation of the Preferred Shares will not be effective until all applicable filings are complete. The Board reserves the right to revoke all or part of the articles of amendment at any time prior to their becoming effective, or to not proceed with the filing of the articles of amendment at all.

9. APPROVAL OF CONTINUANCE FROM ONTARIO TO BRITISH COLUMBIA

Continuance under the Business Corporations Act (British Columbia)

Assuming completion of the Proposed Qualifying Transaction, certain aspects of the Business Corporations Act (British Columbia) (the “BCBCA”) will, in the Company’s view, better facilitate the Resulting Issuer’s business and affairs than the Business Corporations Act (Ontario) (the “OBCA”) under which the Company was incorporated. In particular, management and the head office of the Resulting Issuer will be located in British Columbia, accordingly management of the Company believes that it will be more efficient and cost effective for the Resulting Issuer to be governed by the laws of British Columbia following completion of the Proposed Qualifying Transaction.

At the Meeting, shareholders will be asked to pass a special resolution (the “Continuance Resolution”), the text of which is set out below, authorizing the and approving the continuance (the “Continuance”) of the Company from the laws of the Province of Ontario to the laws of the Province of British Columbia and the adoption of articles (the “Articles”) in accordance with the BCBCA, subject to the right of the directors of the Company to abandon the application without further approval of the shareholders.

The Company is incorporated by articles of incorporation under the OBCA. As a result of the Continuance, the Company will cease to be governed by the OBCA and instead the Company will be governed by the BCBCA.

Before the Continuance can be implemented, the Continuance Resolution must be passed by shareholders holding not less than two-thirds of the votes cast at the Meeting. If the Continuance Resolution is passed, then the directors of the Company will determine the timing and filing of the necessary documents to effect the Continuance.

In conjunction with the application for the Continuance, the shareholders will be asked to approve the adoption of new Articles in compliance with the BCBCA. A copy of the proposed Articles substantially in the form to be adopted is attached to this Management Information Circular as Schedule “C”. If the Continuance is approved, the Company will adopt the new form of Articles in compliance with the BCBCA and file a notice of articles (the “Notice of Articles”) with the Register of Companies for British Columbia. The Notice of Articles and Articles will constitute the governing instrument of the continued corporation under the BCBCA. The existing articles and by-laws of the Company will be repealed in connection with the Continuance.

The provision of the BCBCA dealing with shareholder rights and protection are generally at least as broad and encompassing as those contained in the OBCA. The directors of the Company do not believe that shareholders will lose any significant rights or protection as a result of the Continuance.

Shareholders are entitled to certain dissent rights under the OBCA and to be paid the fair value of their Common Shares if they dissent to the Continuance and the Continuance subsequently becomes effective. The registered shareholder must dissent with respect to all of the Common Shares held by such registered shareholder on behalf of any one dissenting beneficial shareholder. See the heading “Dissenting Shareholders” below.

Comparison of the BCBCA and the OBCA

The provisions of the BCBCA dealing with shareholder rights and protections are generally comparable to those contained in the OBCA. Shareholders of the Company will not lose or gain any significant rights or protection as a result of the Continuance.

The following is a summary comparison of the provisions of the OBCA and the BCBCA which pertain to the rights of shareholders. This summary is not intended to be exhaustive and does not cover all of the differences between the

OBCA and the BCBCA affecting corporations and their shareholders and is qualified in its entirety by the complete text of the relevant provisions of the BCBCA and the OBCA. Upon completion of the Continuance, the rights of the shareholders of the Company will also be subject to the articles of the Company, as set forth in further detail below. Shareholders should consult their legal advisors regarding all of the implications of the Continuance. Notwithstanding the alteration of shareholders' rights and obligations under the BCBCA and the articles of incorporation for the Company, the Company will still be bound by the rules and policies of the TSX Venture Exchange as well as the applicable securities legislation.

Charter Documents

Under the BCBCA, charter documents consist of a "Notice of Articles", which sets forth the name of a company and the amount and type of authorized capital, and "Articles" which govern the management of the company. The Notice of Articles is filed with the Registrar of Companies and the Articles are filed only with the company's registered and records office.

Under the OBCA, a corporation has "articles", which set forth the name of the corporation and the amount and type of authorized capital, and "bylaws" which govern the management of the corporation. The articles are filed with the Director under the OBCA and the bylaws are filed with the corporation's registered and records office.

Therefore, the current articles of the Company are suitable for a company governed by the OBCA but not for a corporation governed by the BCBCA, and will have to be changed or be replaced with the articles that are suitable for a British Columbia corporation. The repeal of the existing articles of the Company will be approved, if thought fit, by the directors, subject to the prior completion of the Continuance. Upon the Continuance becoming effective, the former articles of the Company will be repealed and replaced with the articles of continuance of the Company which shall be in substantially the form of Articles attached as Schedule "C" to this Management Information Circular.

Sale of a Corporation's Undertaking

The OBCA requires approval of the holders of two-thirds of the shares of a corporation represented at a duly called meeting to approve a sale, lease or exchange of all or substantially all of the property of the corporation, other than in the ordinary course of business. If a sale, lease or exchange of all or substantially all of the property of a corporation would affect a particular class series of shares in a manner that is different than the shares of another class of serious entitled to vote, then such class or series of shares are entitled to a separate class or series of shares are entitled to a separate class or series vote, regardless of whether or not such shares otherwise carry the right to vote.

Under the BCBCA, the directors of a company may dispose of all or substantially all of the business or undertaking of the company only if it is in the ordinary course of the company's business or with shareholder approval authorized by special resolution. Under the BCBCA, a special resolution requires the approval of a "special majority", which means the majority specified in a company's articles of at least two-thirds and not more than by three-quarters of the votes cast by those shareholders voting in person or by proxy at a general meeting of the company, or, if the company's articles do not specify, by two-thirds of the votes cast by those shareholders voting in person or by proxy at a general meeting of the company.

Ability to set necessary levels of shareholder consent

The OBCA does not provide flexibility on shareholder approvals, which are either majority resolution or where specified in the act a special resolution. A "special resolution" must be passed by at least two-thirds of votes cast or a resolution that is consented to in writing by each shareholder of the company entitled to vote at such a meeting or the shareholder's attorney authorized in writing.

Under the BCBCA, the articles can set levels for various shareholder approvals (other than those prescribed by the statute).

Amendments to the Charter Documents of a Corporation

Under the OBCA, substantive changes to the charter documents of a corporation require a resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where

certain specified rights of the holders of a class of shares are affected differently by the alteration than the rights of the holders of other classes of shares, a resolution passed by not less than two-thirds of the votes cast by the holders of all of the shares of a corporation, whether or not they carry the right to vote, and a special resolution of each such class, or series, as the case may be, even if such class or series is not otherwise entitled to vote. A resolution to amalgamate an OBCA corporation requires a special resolution passed by the holders of each class of shares or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.

Changes to the notice of articles or articles of a company under the BCBCA are affected by the type of resolution specified in the articles of the company, which, for many alterations, including change of name or alterations to the articles, could provide for approval solely by a resolution of the directors. In the absence of anything in the articles, most corporate alterations will require a special resolution. Alteration of the special rights and restrictions attached to issued shares requires, in addition to any resolution provided for by the articles, consent by a special resolution of the holders of the class or series of shares affected. A proposed amalgamation or continuation of a company out of the jurisdiction requires a special resolution as described above.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders, including beneficial holders, who dissent from certain actions being taken by a company, may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the company proposes to, among other things:

alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;
adopt an amalgamation agreement;
approve an amalgamation under Division 4 of Part 9 of the BCBCA;
approve an arrangement, the terms of which arrangement permit dissent;
authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking; and
authorize the continuation of the company into a jurisdiction other than British Columbia.

The OBCA contains a similar dissent remedy, although the procedure for exercising this remedy is different from that contained in the BCBCA.

Oppression Remedies

Under the OBCA, a shareholder, beneficial shareholder, former shareholder or beneficial shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of a corporation or its affiliates effects a result, the business or affairs of a corporation or its affiliates are or have been exercised in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer.

The oppression remedy under the BCBCA is similar to the remedy found in the OBCA, with a few differences. Under the OBCA, the applicant can complain not only about acts of the corporation and its directors but also acts of an affiliate of the corporation and the affiliate's directors, whereas under the BCBCA, the shareholder can only complain of oppressive conduct of the company. In addition, under the BCBCA the applicant must bring the application in a "timely manner", which is not required under the OBCA. Also, while under OBCA a company is prohibited from making a payment to a successful applicant in an oppression claim if there are reasonable grounds for believing that: (a) the corporation is, or after the payment, would be unable to pay its liabilities as they become due; or (b) the realization value of the corporation's assets would thereby be less than the aggregate of its liabilities. Under the

BCBCA the company must make as much of the payment as possible and pay the balance when the company is able to do so.

Shareholder Derivative Actions

Under the BCBCA, a shareholder, including a beneficial shareholder or a director of a company may, with leave of the court, bring an action in the name and on behalf of the company to enforce an obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such an obligation. An applicant may also, with leave of the court, defend a legal proceeding brought against a company.

A broader right to bring a derivative action is contained in the OBCA and this right extends to officers, former shareholders, directors or officers of a corporation or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, the OBCA permits derivative actions to be commenced in the name and on behalf of a corporation or any of its subsidiaries.

Requisition of Meetings

The OBCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

The BCBCA provides that one or more shareholders of a company holding not less than 5% of the issued voting shares of the company may give notice to the directors requiring them to call and hold a general meeting which meeting must be held within 4 months. The procedures required to requisition a meeting under the BCBCA are more formal than the procedure under the OBCA.

Form of Proxy and Information Circular

The BCBCA does not prescribe proxy or information circular requirements for reporting issuers. The OBCA contains provisions which require the mandatory solicitation of proxies and delivery of a management proxy circular.

Place of Meetings

The OBCA provides that meetings of shareholders may be held either inside or outside Ontario as the directors may determine. The BCBCA requires all meetings of shareholders to be held in British Columbia unless a location outside British Columbia is provided for in the company's articles, the company's articles do not restrict the company from approving a location outside British Columbia and it is approved by an ordinary resolution before the meeting, or the location is approved in writing by the Registrar under the BCBCA.

Directors

Both the OBCA and the BCBCA provide that a public company must have at least three directors but does not have any residency requirements for a company's directors.

Dissenting Shareholders

Section 185 of the OBCA provides registered holders of Common Shares, in connection with the vote on the Continuance, with the right to dissent, and, if the Continuance is effected, to be paid by the Company the "fair value" of their shares, determined as of the close of business on the last business day before the Special Resolution is adopted. A summary of Section 185 of the OBCA providing for these rights is set out below. The summary is qualified in its entirety by reference to Section 185, the complete text of which is annexed hereto as Schedule "D" and forms a part of this Management Information Circular.

Failure to strictly comply with the requirements of Section 185 of the OBCA may result in the loss of any right of dissent. The right of dissent provided for under Section 185 of the OBCA applies only to registered shareholders of the Company, and accordingly, only registered shareholders may exercise a right of dissent. Persons who are

beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to exercise a right of dissent must make arrangements for the Common Shares beneficially owned by them to be registered in their name prior to the time the written objection is required to be received by the Company or, alternatively, make arrangements for the registered holder of their Common Shares to dissent on their behalf.

Under Section 185 of the OBCA, shareholders of the Company have the right to dissent in respect of the special resolution authorizing the Continuance. A shareholder who complies with the provisions of this section is entitled, after receiving a notice from the Company that it proposes to act on the authority of the special resolution, to require the Company to purchase all of his or her shares in respect of which the notice of dissent was given and to be paid the fair value of such shares determined as of the close of business on the day before special resolution was adopted.

To comply with section 185 of the OBCA, a dissenting shareholder must: (a) send to the Company a written objection to the special resolution at or before the meeting at which the special resolution is to be passed; and (b) within 10 days after the Company gives the shareholder notice of its intention to act on the authority of such special resolution (or within 10 days after the shareholder learns that the special resolution has been adopted), give the Company notice (the "Notice") that he or she requires the Company to purchase all of his or her shares in respect of which he or she has exercised his or her right of dissent; and (c) within 30 days of sending the Notice, the dissenting shareholder shall send the certificate representing the shares of which the shareholder dissents to the Company or the Company's transfer agent. A shareholder who has given the Company Notice may not vote, or exercise or assert any rights of a shareholder, in respect of such shares, except where: (a) the dissenting shareholder withdraws the Notice before the Company makes an offer to pay for the dissenting shareholder's shares; (b) the Company fails to make an offer to purchase the dissenting shareholder's shares and the dissenting shareholder withdraws the Notice; or (c) the directors revoke the special resolution authorizing the Continuance.

The Company is prohibited from making a payment to a dissenting shareholder under Section 185 of the OBCA if there are reasonable grounds for believing that: (a) the Company is or would after the payment be unable to pay its liabilities as they become due; or (b) the realizable value of the Company's assets would thereby be less than the aggregate of its liabilities. In such event, and notwithstanding that a judgment has been given in favour of a dissenting shareholder as referred to above, the dissenting shareholder, by written notice delivered to the Company within 30 days after receiving a notice from the Company that it is unable lawfully to pay dissenting shareholders for their shares, may withdraw its notice of objection, in which case the Company is deemed to consent to the withdrawal and the shareholder is reinstated to its full rights as a shareholder. If the dissenting shareholder fails to deliver such notice, it retains a status as a claimant against the Company, to be paid as soon as the Company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Company but in priority to its shareholders.

A dissenting shareholder or the Company may apply to a court for an order fixing the fair value of the shares of the dissenting shareholder.

The procedures required in connection with the exercise of rights under Section 185 of the OBCA are very technical, complex and in most cases, time-consuming and expensive. The sending of a notice of dissent does not deprive a shareholder of its right to vote against the Continuance Resolution; however, a vote against the Continuance Resolution does not constitute a notice of dissent.

Reference should be made to Section 185 of the OBCA for a complete text of the provisions conferring this right of dissent, of which the foregoing is merely a summary. Any shareholder desiring to exercise his or her right should seek legal advice, since failure to comply properly with the provisions of this section could prejudice the availability of the right.

Shareholders of the Company will be asked at the Meeting to pass by special resolution the Continuance Resolution in substantially the following form:

BE IT RESOLVED THAT:

the continuance of the Company into British Columbia (the "Continuance") as more particularly described in the Management Information Circular of the Company dated as of December 8, 2025, is hereby authorized

and approved subject to the right of the directors of the Company to abandon the application without further approval of the shareholders;

the Company is hereby authorized to make an application for a Certificate of Continuation continuing the Company under the Business Corporations Act (British Columbia) (the “BCBCA”) as if it had been incorporated under the laws of British Columbia;
the Company is hereby authorized to make an application to the Minister of Public and Business Service Delivery and Procurement (the “Minister”) of Ontario for the Minister’s authorization to permit such Continuance;
the Company is hereby authorized pursuant to Section 181 of the OBCA and Section 302 of the BCBCA to make an application under the BCBCA for a Certificate of Continuation and to adopt Articles in the form attached as Schedule “C” hereto, in substitution for the existing Articles of Incorporation of the Company to be effective upon the issuance of a Certificate of Continuation by the registrar appointed under the BCBCA;
any director or officer of the Company be, and is hereby authorized for and on behalf of the Company, to execute, deliver and file all such documents, whether under the corporate seal of the Company or otherwise, and to do all such acts or things as may be necessary or desirable to give effect to the foregoing; and
notwithstanding that this special resolution has been duly passed by the shareholders of the Company, the directors of the Company are authorized to decline to implement the special resolution at any time prior to the issue of a Certificate of Continuation giving effect to the Continuance without further approval of or notice to the shareholders of the Company.”

The Board of Directors believes that it is in the best interests of the Company to approve the Continuance and recommends that shareholders approve the Continuance. Unless a shareholder has specified in the proxy that his or her Common Shares are to be voted against the resolution approving the Continuance, the persons named in the enclosed form of proxy will vote FOR the resolution. In order to approve and implement the Continuance, a majority of not less than two-thirds of the votes cast by shareholders present in person or by proxy at the Meeting must be voted in favour of the Continuance Resolution.

Notwithstanding the approval of the Continuance by Shareholders, the Board of Directors may abandon the Continuance without further approval from the Shareholders. If the Continuance is abandoned, the Company’s corporate existence will remain under the OBCA.

Management recommends, and the persons named as management's proxyholder nominees in the form of proxy intend to vote in favour of the Continuance Resolution. In order to be approved, the resolution must be approved by two-thirds of the votes cast at the Meeting. Unless the Shareholder has specified in the enclosed form of proxy that the common shares represented by such proxy are to be voted against the resolution to approve the Continuance, proxies in favour of management nominees will be voted FOR the resolution to approve the Continuance.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Company as at September 30, 2025 whose total compensation was more than $150,000 for the financial year of the Company ended September 30, 2025 (collectively the "Named Executive Officers") and for the directors of the Company.

Compensation Discussion and Analysis

As a CPC, the Company is prohibited from payments of any kind, directly or indirectly, to its Named Executive Officers or directors until the completion of a "Qualifying Transaction" unless otherwise permitted by the CPC Policy.

Accordingly, the Company did not provide any cash or incentive compensation to the Named Executive Officers during the fiscal period ended September 30, 2025, other than the grant of stock options described below.

Summary Compensation Table

The following table provides a summary of compensation paid, directly or indirectly, for each of the two (2) most recently completed financial years to the Named Executive Officers and the directors of the Company:

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
David D’Onofrio
Chief Executive Officer, Chief Financial Officer, Secretary and Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Adam Parsons
Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Pasquale DiCapo
Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

Stock Options and Other Compensation Securities

The following table provides a summary of all compensation securities granted or issued to each Named Executive Officer and to each director of the Company during the most recently completed financial year of the Company 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 % of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on the date immediately prior to the date of completing the IPO ($)	Closing price of security or underlying security at year end September 30, 2025 ($)	Expiry date
Adam Parson Director	Stock Options	50,000	November 16, 2022	0.10	0.10	0.28	November 16, 2027
Pasquale DiCapo Chief Executive Office, Chief Financial Officer, Secretary & Director	Stock Options	550,000	November 16, 2022	0.10	0.10	0.28	November 16, 2027
David D’Onofrio Director	Stock Options	500,000	November 16, 2022	0.10	0.10	0.28	November 16, 2027

None of the Named Executive Officers or directors of the Company exercised any compensation securities during the most recently completed financial year of the Company.

Stock Option Plan and Other Incentive Plans

On December 31, 2021, the Company adopted the Stock Option Plan, which permits the Board to grant options to purchase up to 10% of the issued number of Common Shares outstanding at the date of the grant. The Stock Option Plan is the Company’s only equity compensation plan. As of the date of this Circular, the Company has granted 1,100,000 options to purchase Common Shares.

The purpose of the Stock Option Plan established by the Company, pursuant to which it may grant incentive stock options, is to promote the profitability and growth of the Company by facilitating the efforts of the Company to obtain and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of the Common Shares by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Common Shares. Pursuant to the Stock Option Plan, the maximum number of Common Shares reserved for issuance in any twelve- (12-) month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any twelve- (12-) month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant and the maximum number of Common Shares reserved for issuance in any twelve- (12-) month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares at the date of the grant. Incentive stock options may be exercised until the greater of twelve (12) months after the completion of the Proposed Qualifying Transaction and ninety (90) calendar days following the date the optionee ceases to be a director, officer or employee of the Company or its affiliates or a consultant or a management company employee, provided that if the cessation of such position or arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. The Stock Option Plan is administered by the Board.

The Stock Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Company or any of its affiliates ("Participants"). The number of Common Shares reserved for issuance pursuant to options granted to any one Participant, other than a consultant, shall not, within any twelve- (12-) month period, exceed 5% of the total number of Common Shares then issued and outstanding unless disinterested shareholder approval is obtained. The number of Common Shares issuable to any insider and such insiders’ associates pursuant to options granted under the Stock Option Plan and all other security-based compensation arrangements of the Company shall not, at any time, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to insiders and such insiders’ associates pursuant to the Stock Option Plan and all other security-based compensation arrangements shall not, within any twelve- (12-) month period, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to any one consultant shall not, within any twelve- (12-) month period, exceed 2% of the total number of Common Shares then issued and outstanding. The number of Common Shares issued to all persons engaged to conduct investor relations activities shall not, within any twelve- (12-) month period, exceed 2% of the total number of Common Shares then issued and outstanding.

The exercise price of an option is set by the Board at the time of grant but may not be less than the Discounted Market Price (as defined in the policies of the TSXV). If a press release fixing the price is not issued, the Discounted Market Price is the closing price per Common Share on the TSXV on the last trading day preceding the date of grant on which there was a closing price (less the applicable discount) provided that, if the Board, in its sole discretion, determines that the closing price on the last trading day preceding the date of grant would not be representative of the market price of the Common Shares, then the Board may base the price on the greater of the closing price and the weighted average price per share for the Common Shares for five (5) consecutive trading days ending on the last trading day preceding the date of grant on which there was a closing price on the TSXV. The weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the TSXV during the said five (5) consecutive trading days, by the total number of Common Shares so sold.

The expiration of any option will be accelerated if the Participant’s employment or other relationship with the Company terminates. An optionee that ceases to be a Participant (for reasons other than termination for cause) has ninety (90) days from the date of termination to exercise all existing vested options; provided that in no event shall such right extend beyond the option period. In the event of the death of a Participant, the options granted to the Participant shall be exercisable for a period of twelve (12) months from the date of death of the Participant by the person or persons to whom the Participant’s rights under the option shall pass by the Participant’s will or the laws of descent and distribution; provided that in no event shall such right extend beyond the option period. If the date on

which an option expires occurs within or immediately following the last day of a trading black-out period imposed pursuant to the Company’s insider trading policy (as may be amended from time to time), then the expiry date of such option shall be the date that is ten (10) business days following the date of expiry of the trading black-out period. Any exercise, cancellation or expiry of options will make new grants available under the Stock Option Plan effectively resulting in re-loading of the number of options available to grant under the Stock Option Plan.

The Stock Option Plan further provides for the termination of options in connection with certain fundamental changes such as the dissolution, liquidation or merger of the Company, or in the event of a change of control of the Company and provides for accelerated vesting in such circumstances, at the discretion of the Board. Subject to the approval of any stock exchange on which the Company’s securities are listed, the Board may suspend, amend or terminate the Stock Option Plan.

The following types of amendments to the Stock Option Plan or an option granted under the Stock Option Plan require shareholder approval: (a) amendments to the number of Common Shares (or other securities) issuable under the Stock Option Plan; (b) any amendment which reduces the exercise price of an option that is held by an insider; (c) any amendment to the number of Common Shares (or other securities) issuable to an insider; (d) any amendment which extends the term of an Option held by or benefiting an insider; (e) amendments to the definition of "Participants"; (f) any amendment which adds any form of financial assistance; (g) any amendment to a financial assistance provision which is more favorable to Participants; (h) any amendment which adds a cashless exercise feature which does not provide for a full deduction of the number of underlying securities from the Stock Option Plan reserve; and (i) amendments adding a deferred or restricted share unit which results in Participants receiving securities while no cash consideration is received by the Company. The Board may approve all other amendments to the Stock Option Plan or options granted under the Stock Option Plan.

Employment, Consulting and Management Agreements

There are no employment, consulting or management agreements in place with any of the Named Executive Officers or the directors of the Company.

Pension Disclosure

There are no pension or retirement plan in place for the Named Executive Officers or the directors of the Company.

Termination and Change of Control Benefits

The Company has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Company in connection with or related to the retirement, termination or resignation of such person. The Company has not provided any compensation to such persons as a result of a change of control of the Company, its subsidiaries or affiliates. The Company is not party to any compensation plan or arrangement with Named Executive Officers or directors of the Company resulting from the resignation, retirement or the termination of employment of such person.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information in respect of the Company’s equity compensation plans under which equity securities of the Company are authorized for issuance, aggregated in accordance with all equity plans previously approved by the Company’s shareholders and all equity plans not approved by the Company’s shareholders as at the end of the period ended September 30, 2025:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options (#)	Weighted Average Exercise Price of Outstanding Options ($)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans approved by securityholders	1,100,000	0.10	8,462

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options (#)	Weighted Average Exercise Price of Outstanding Options ($)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	1,100,000	0.10	8,462

Note:
(1) The Stock Option Plan is a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to the Stock Option Plan will not exceed 10% of the issued shares of the Company on the date of grant. As of September 30, 2025, nil Common Shares may be reserved for issuance pursuant to the Stock Option Plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Company or person who acted in such capacity in the last financial year of the Company, or any other individual who at any time during the most recently completed financial year of the Company was a director of the Company or any associate of the Company, is indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 (Disclosure of Corporate Governance Practices) ("NI 58-101") requires the Company to disclose its corporate governance practices by providing in the Circular the disclosure required by Form 58-101F2. NI 58-201 establishes corporate governance guidelines which apply to all public companies.

The Board believes that good corporate governance improves corporate performances and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented NI 58-101, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

Board of Directors

National Instrument 52-110 ("NI 52-110") provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the company's board of directors, be reasonably expected to interfere with the exercise of a director's independent judgment.

In assessing Form 58-101F1 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors.

The mandate of the Board is to act in the best interests of the Company and to supervise management. The Board will be responsible for approving long-term strategic plans and annual operating budgets recommended by management. The Boards' consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. Any responsibility which is not delegated to management or to the committees of the Board remains with the Board. The Board meets on a regular basis consistent with the state of the Company's affairs and also from time to time as deemed necessary to enable it to fulfill its responsibilities.

Directorships

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

Name of Director	Reporting Issuer
David D’Onofrio	White Gold Corp. (TSXV)
Lithium Ionic Corp. (TSXV)
BC Moly Ltd. (TSXV)
Pasquale DiCapo	Firm Capital Apartment Real Estate Investment Trust (TSXV)
Adam Parsons	BC Moly Ltd. (TSXV)

Continuing Education

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

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by the applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board will determine the compensation for the directors and Named Executive Officers of the Company. A summary of the compensation received by the Named Executive Officers and directors of the Company for the fiscal year ended September 30, 2025 is provided in this Circular under the heading: "Statement of Executive Compensation". Other than the Audit Committee described in this Circular under the heading "Audit Committee", the Board has no other committees.

Assessments

The Board regularly assesses its own effectiveness and the effectiveness and contribution of each Board committee and director.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE CIRCULAR OF A VENTURE ISSUER

NI 52-110 requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in connection with the issuer’s annual meeting.

Audit Committee Charter

The full text of the charter of the Company’s Audit Committee is attached hereto as Schedule "E".

Composition of the Audit Committee

The Audit Committee members are currently David D'Onofrio, Adam Parsons and Pasquale DiCapo, each of whom is a director and financially literate. Adam Parsons and David D'Onofrio are independent in accordance with NI 52-110. Pasquale DiCapo is not independent by virtue of his management positions with the Company.

Relevant Education and Experience

The following are details regarding the relevant education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee:

David D'Onofrio, Director

Mr. D'Onofrio is the Chief Financial Officer of PowerOne Capital Markets Limited, a merchant bank headquartered in Toronto, Ontario. As the Chief Financial Officer, Mr. D'Onofrio is active in advising and structuring corporate finance transactions and conducting due diligence. Mr. D'Onofrio is a chartered accountant who has acted in both audit and international taxation advisory roles with two Toronto based public accounting firms where he worked extensively with small/medium sized private and public companies, with a specific focus on early-stage resource, technology and health science companies, both foreign and domestic. Mr. D'Onofrio has acted as a corporate director, officer and advisor to several publicly listed companies in the past. Prior to joining PowerOne, worked at Collins Barrow LLP and Deloitte & Touche LLP in senior advisory roles.

Adam Parsons, Director

Mr. Parsons is Vice President, Corporate Finance at PowerOne Capital Markets Limited, where he supports the firm's corporate finance and investment banking functions for a range of industries including natural resources, technology and health care. Prior to joining PowerOne Capital Markets Limited, he held various engineering roles in the natural resource & technology industries. Mr. Parsons holds a Bachelor of Engineering from Memorial University.

Pat DiCapo, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Mr. DiCapo is a founder of PowerOne Capital Markets Limited. Since founding PowerOne Mr. DiCapo has been involved in over 450 transactions involving emerging private and public companies with a total value in excess of $3 billion. Prior to founding PowerOne, Mr. DiCapo worked at Smith Lyons LLP (now Gowlings LLP) in Toronto and with Goodwin Procter LLP in Boston, MA. Mr. DiCapo is a graduate of Osgoode Hall Law School and a member of the Ontario Bar Association and the Law Society of Upper Canada. Mr. DiCapo is also very passionate about supporting numerous charitable organizations, as well as assisting with the continued development of PowerOne's industry by acting as a Member of the TSX-V Ontario Advisory Committee.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Audit Fees

The following table provides details in respect of audit and tax fees billed by the external auditor of the Company

for professional services rendered to the Company during the years ended September 30, 2025 and 2024:

Year	Audit Fees ($)	Audit Related Fees	Tax Fees ($)	All Other Fees
Year ended September 30, 2025	12,000	840	Nil	12,840
Year ended September 30, 2024	12,000	840	Nil	12,840

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Company’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – audit-related fees that are paid for assurance and related services rendered by the auditors that are not reported under "Audit Fees".

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice.

INTEREST OF INFORMED PERSON IN MATERIAL TRANSACTIONS

Other than as stated below, no director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the Company’s incorporation or in any proposed transaction that has materially affected or will materially affect the Company.

PowerOne Capital Markets Limited and/or its affiliates (“PowerOne”) is acting as an advisor to Verdera in connection with the Proposed Qualifying Transaction and PowerOne may receive cash and securities-based compensation as compensation for so acting. PowerOne is considered a related and connected issuer to the Company because: (i) officers and directors of PowerOne own, control or direct more than 20% of the issued and outstanding common shares of the Company, assuming the exercise of the options of the Company that they own and no other convertible securities; and (ii) officers and directors of PowerOne are officers and directors of the Company. The terms of the Proposed Qualifying Transaction were determined by Verdera and the Company, and no compensation from the Proposed Qualifying Transaction will be applied for the benefit of PowerOne other than the previously mentioned fees. The interests of PowerOne and/or its officers and directors in the Resulting Issuer may be subject to such escrow periods as may be imposed by the TSXV and/or securities regulators and such additional contractual hold period as they may be agreed to.

STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides security holders of the Company with, in addition to any other rights that they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or a notice that is required to be delivered to such security holders. However, such rights must be exercised within prescribed time limits. The Company’s security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

The management knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to the management should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Securityholders may contact the Company in order to request copies of the Company’s financial statements at the offices of the Company at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4. Financial information about the Company may be found in the Company’s financial statements and Management’s Discussion and Analysis for the fiscal period ended September 30, 2024.

GENERAL

The contents and the sending of the Notice of Meeting and this Circular to each Shareholder of the Company entitled thereto, each director of the Company, the auditor of the Company and, where required, all applicable securities regulatory authorities have been approved by the Board of the Company.

DATED at Toronto, Ontario, this 8th day of December, 2025.

BY ORDER OF THE BOARD

"David D’Onofrio" (signed)
Director

SCHEDULE "A"

CONSOLIDATION RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION THAT:

In connection with the completion of POCML 7 Inc.'s (the "Company") Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange) with Verdera Energy Corp., the Company is hereby authorized to file articles of amendment with the Ontario Ministry of Public and Business Service Delivery and Procurement to amend the articles of the Company such that the issued and outstanding common shares of the Company (the "Common Shares") immediately upon the effective date of such articles of amendment be consolidated on the basis of 0.656565 of a "new" common share for each one (1) "old" Common Share outstanding (the "Consolidation"), or such other ratio that results in the Company having 8,000,000 Common Shares outstanding upon completion of the Consolidation, including Common Shares resulting from the exercise of all the options issued and outstanding.
No fractional post-Consolidation Common Shares shall be issued upon the Consolidation, and in the event that the Consolidation would result in a shareholder being entitled to a fractional post-Consolidation Common Share, then such fractional post-Consolidation Common Share shall be rounded down to the next lowest whole number. In calculating such fractional interest, all Common Shares registered in the name of a holder of Common Shares or an intermediary shall be aggregated.
The articles of amendment in respect of the Consolidation shall be in such form as may be approved by any officer or director of the Company in order to ensure compliance with the provisions of the Business Corporations Act (Ontario) and the Director appointed thereunder, as the same may be amended from time to time.
The board of directors of the Company is authorized, in its sole discretion, to determine not to proceed with the Consolidation without further approval of the shareholders of the Company any time prior to the endorsement by the Director of the articles of amendment in respect of the Consolidation.

NAME CHANGE RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION THAT:

POCML 7 Inc. (the "Company") is hereby authorized to file articles of amendment with the Ontario Ministry of Government and Consumer Services to amend the articles of the Company to change the name of the Company to "Verdera Energy Corp." or such name as may be determined by the board of directors of the Company and which is acceptable to the Ontario Ministry of Public and Business Service Delivery and Procurement and the TSX Venture Exchange (the "Name Change").
The articles of amendment in respect of the Name Change shall be in such form as may be approved by any officer or director of the Company in order to ensure compliance with the provisions of the Business Corporations Act (Ontario) and the Director appointed thereunder, as the same may be amended from time to time.
The board of directors of the Company is authorized, in its sole discretion, to determine not to proceed with the Name Change without further approval of the shareholders of the Company any time prior to the endorsement by the Director of the articles of amendment in respect of the Name Change.

PREFERRED SHARE RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION THAT:

The authorized share structure of POCML 7 Inc. (the "Company") be altered, subject to the completion of the proposed qualifying transaction with Verdera Energy Corp., by creating an unlimited number of Class A Preferred shares (the "Preferred Shares") without par value and creating and attaching thereto the special rights and restrictions substantially in the form attached as Schedule "B" to the management information circular dated December 8, 2025 (the "Preferred Share Authorization").
The articles of the Company be altered to reflect the Preferred Share Authorization.
Any director of the Company is hereby authorized, for and on behalf of the Company, to execute and deliver or cause to be delivered articles of amendment to the Director under the Business Corporations Act (Ontario) at such time as the board of directors of the Company determines to implement the Preferred Share Authorization.
The alterations to the articles of the Company to implement the Preferred Share Authorization shall not take effect until these resolutions are signed and received for deposit at the Company's records office and the articles of amendment are filed with the Ministry of Public and Business Service Delivery and Procurement.
Any one director of the Company is hereby authorized, for and on behalf of the Company, to execute or cause to be executed, and to deliver or cause to be delivered, all such documents and filings, and to do or cause to be done all such acts and things, as in the opinion of such director may be necessary or desirable in order to carry out the terms of these resolutions, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.
The board of directors of the Company is authorized, in its sole discretion, to determine not to proceed with the Preferred Share Authorization without further approval of the shareholders of the Company any time prior to the endorsement by the Director of the articles of amendment in respect of the Preferred Share Authorization.

SCHEDULE “B”

Special Rights and Restrictions of the Preferred Shares

CLASS A PREFERRED SHARES

The authorized number of Class A Preferred Shares shall be unlimited. The Company shall have the authority to issue fractional shares of the Class A Preferred Shares. Each Class A Preferred Share shall be identical in all respects to every other Class A Preferred Share.

There are attached to the Class A Preferred Shares as special rights and restrictions, the following:

(a) Voting Rights.

(1) The special rights and restrictions of the Class A Preferred Shares may not be amended, modified, altered, replaced or cancelled without the approval of the holders of at least two-thirds of the outstanding Class A Preferred Shares, either by a vote of such shareholders or by written consent in lieu thereof.

(2) In the case of a Change of Control, as defined herein, where a resolution of shareholders of the Company is required to approve such transaction, the holder of the Class A Preferred Shares shall have the same voting rights as the holders of Common Shares and shall be entitled to notice of any shareholders' meeting in accordance with the Articles of the Company, and, the holders of the Common Shares and the Class A Preferred Shares shall vote together as a single class on all such matters. The holder of Class A Preferred Shares shall be entitled to the number of votes equal to the number of shares of Common Shares into which such Class A Preferred Shares could then be converted. Fractional votes shall not be permitted. Any fractional voting rights resulting from the above formula (after aggregating all shares into which Class A Preferred Shares held by the holder could be converted) shall be rounded down to the nearest whole number.

(3) The foregoing notwithstanding, unless the directors otherwise determine, the holder of the Class A Preferred Shares will not, except as otherwise specifically provided in the Business Corporations Act or herein, be entitled to receive notice of or vote at any meeting of the shareholders of the Company.

(b) Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holder of Class A Preferred Shares shall be entitled to receive out of the assets and funds of the Company, any distribution of any of the assets or funds of the Company pari passu with the holders of the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate.

(c) Conversion. Each Class A Preferred Share shall be convertible on the terms and conditions set forth in this Article (c).

(1) The number of validly issued, fully paid and non-assessable Common Shares issuable upon conversion of each Class A Preferred Share pursuant to Article (c)(2) shall be set at the rate of one Common Share for each Class A Preferred Share (1:1) subject to adjustment as provided herein (the "Exchange Rate").

(2) At the option of the holder of the Class A Preferred Shares if the Company has an effective registration statement filed with the United States Securities and Exchange Commission

registering the resale and/or distribution by the holder of the Common Shares issued on conversion of the Class A Preferred Shares, when the holder sets a record date for distribution of shares to the holder's shareholders in accordance with section 2.05 of the share purchase agreement entered into between the holder of the Class A Preferred Shares, Verdera Energy Corp., and NM Energy Holding Canada Corp. dated March 17, 2025, the Class A Preferred Shares will convert into Common Shares of the Company at the Exchange Rate.

(3) At the option of the holder of the Class A Preferred Shares, by delivering written notice to the Company specifying the number of Class A Preferred Shares to be converted and the proposed date of conversion (the "Conversion Date"), being a date that is not less than sixty-one (61) days after the Company receives such notice. On the Conversion Date, the Class A Preferred Shares will convert into Common Shares of the Company at the Exchange Rate.

(4) Fractional Shares on Adjustment. In the event of an adjustment pursuant to Article (e), then no fractional Common Shares will be issued upon the conversion of a Class A Preferred Share, and in lieu of any fractional shares to which a holder would otherwise be entitled, the number of Common Shares to be issued upon conversion of a Class A Preferred Share will be rounded down to the nearest whole share.

(d) Redemption. The Class A Preferred Shares do not carry any redemption rights.

(e) Adjustments. Subdivision or Consolidation. Without limiting any provision of Article (f), if the Company at any time: (i) subdivides (by any share split, share dividends, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, the Exchange Rate in effect immediately prior to such subdivision will be proportionately increased; or (ii) combines (by combination, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, the Exchange Rate in effect immediately prior to such combination will be proportionately decreased. Any adjustment pursuant to this Article (e) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment pursuant to this Article (e) occurs during the period that an Exchange Rate is calculated hereunder, then the calculation of such Exchange Rate shall be adjusted appropriately to reflect such event.

(f) Rights Upon Fundamental Transactions.

exchange of the Class A Preferred Shares at any time after the consummation of such Change of Control, in lieu of the Common Shares issuable upon the exchange or conversion of the Class A Preferred Shares prior to or concurrent with such Change of Control, securities of the successor entity (including its parent entity, if applicable) carrying economic entitlements which are substantially similar to the Common Shares, provided, however that such securities may carry restrictions on transfer if required by law. The provisions of this Article (f)(1) shall apply similarly and equally to successive Changes of Control and shall be applied without regard to any limitations herein on the exchange of the Class A Preferred Shares.

(2) Notice of Change of Control. The Company shall give the holder of the Class A Preferred Shares not less than ten (10) days’ advance notice of the consummation of a Change of Control.

(3) Definition. “Change of Control”, as used in these Articles, means the first day that any one or more of the following conditions is satisfied, including, but not limited to, the signing of documents by all parties and approval by all regulatory agencies, if required:

(A) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(B) one of the following is consummated:

(I) the sale or disposition of all or substantially all of the Company’s assets;

(II) a merger, consolidation or other similar transaction involving the Company, other than (X) a merger, consolidation or other similar transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction, or (Y) a merger, consolidation or other similar transaction that would result in at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction being held by one or more holders of securities that were holders of securities representing at least fifty percent (50%) of the combined voting power of the voting securities of the Company prior to such merger, consolidation or other similar transaction; or

fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities, then the acquisition of additional equity by the same person, entity or group shall not be deemed to cause a Change of Control.

(g) Dividends. The holder of the then outstanding Class A Preferred Shares shall be entitled to receive, out of any assets of the Company legally available therefore, dividends declared on the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate.

ADOPTED on ____, 202____.

SCHEDULE "C"

Incorporation Number: ____

ARTICLES

OF

VERDERA ENERGY CORP.

INTERPRETATION ... 6
1.1 Definitions ... 6
1.2 Business Corporations Act and Interpretation Act Definitions Applicable ... 6
SHARES AND SHARE CERTIFICATES ... 6
2.1 Authorized Share Structure ... 6
2.2 Form of Share Certificate ... 6
2.3 Shareholder Entitled to Certificate or Acknowledgment ... 7
2.4 Delivery by Mail ... 7
2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement ... 7
2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment ... 7
2.7 Splitting Share Certificates ... 7
2.8 Certificate Fee ... 7
2.9 Recognition of Trusts ... 7
ISSUE OF SHARES ... 8
3.1 Directors Authorized ... 8
3.2 Commissions and Discounts ... 8
3.3 Brokerage ... 8
3.4 Conditions of Issue ... 8
3.5 Share Purchase Warrants and Rights ... 8
SHARE REGISTERS ... 8
4.1 Central Securities Register ... 8
4.2 Closing Register ... 9
SHARE TRANSFERS ... 9
5.1 Private Issuer Restrictions ... 9
5.2 Registering Transfers where Certificate or Acknowledgement ... 9
5.3 Registering Transfers where no Certificate or Acknowledgement ... 9
5.4 Form of Instrument of Transfer ... 9
5.5 Transferor Remains Shareholder ... 9
5.6 Signing of Instrument of Transfer ... 9
5.7 Enquiry as to Title Not Required ... 10
5.8 Transfer Agent ... 10
5.9 Transfer Fee ... 10
TRANSMISSION OF SHARES ... 10
6.1 Legal Personal Representative Recognized on Death ... 10

Page 1 of 41

Page 2 of 41

6.2 Rights of Legal Personal Representative ... 10
6.3 Registration of Legal Personal Representative ... 10

7. PURCHASE AND REDEMPTION OF SHARES ... 11

7.1 Company Authorized to Purchase or Redeem Shares ... 11
7.2 Purchase When Insolvent ... 11
7.3 Sale and Voting of Purchased Shares ... 11

8. BORROWING POWERS ... 11

9. ALTERATIONS ... 12

9.1 Alteration of Authorized Share Structure ... 12
9.2 Special Rights and Restrictions ... 12
9.3 Change of Name ... 12
9.4 Other Alterations ... 13

10. MEETINGS OF SHAREHOLDERS ... 13

10.1 Annual General Meetings ... 13
10.2 Consent Resolution Instead of Meeting of Shareholders ... 13
10.3 Calling of Meetings of Shareholders ... 13
10.4 Notice for Meetings of Shareholders ... 13
10.5 A Notice of Resolution to Which Shareholders May Dissent ... 13
10.6 Record Date for Notice ... 14
10.7 Record Date for Voting ... 14
10.8 Failure to Give Notice and Waiver of Notice ... 14
10.9 Notice of Special Business at Meetings of Shareholders ... 14
10.10 Location of Meetings of Shareholders ... 14

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS ... 15

11.1 Special Business ... 15
11.2 Majority Required for a Special Resolution ... 15
11.3 Quorum ... 15
11.4 Other Persons May Attend ... 15
11.5 Requirement of Quorum ... 15
11.6 Lack of Quorum ... 16
11.7 Lack of Quorum at Succeeding Meeting ... 16
11.8 Chair ... 16
11.9 Selection of Alternate Chair ... 16
11.10 Adjournments ... 16
11.11 Notice of Adjourned Meeting ... 16
11.12 Decisions by Show of Hands, Verbal Statements, or Poll ... 16
11.13 Declaration of Result ... 17
11.14 Motion Need Not be Seconded ... 17
11.15 Casting Vote ... 17
11.16 Manner of Taking Poll ... 17
11.17 Demand for Poll on Adjournment ... 17
11.18 Chair Must Resolve Dispute ... 17
11.19 Casting of Votes ... 17
11.20 No Demand for Poll on Election of Chair ... 17
11.21 Demand for Poll Not to Prevent Continuance of Meeting ... 18
11.22 Retention of Ballots and Proxies ... 18

12. VOTES OF SHAREHOLDERS ... 18

12.1 Number of Votes by Shareholder or by Shares ... 18
12.2 Votes of Persons in Representative Capacity ... 18

Page 3 of 41

12.3 Votes by Joint Holders...18
12.4 Legal Personal Representatives as Joint Shareholders...18
12.5 Representative of a Corporate Shareholder...18
12.6 Proxy Provisions Do Not Apply to All Companies...19
12.7 Appointment of Proxy Holders...19
12.8 Alternate Proxy Holders...19
12.9 When Proxy Holder Need Not Be Shareholder...19
12.10 Deposit of Proxy...20
12.11 Validity of Proxy Vote...20
12.12 Form of Proxy...20
12.13 Revocation of Proxy...20
12.14 Revocation of Proxy Must Be Signed...21
12.15 Production of Evidence of Authority to Vote...21

DIRECTORS...21
13.1 First Directors; Number of Directors...21
13.2 Change in Number of Directors...21
13.3 Directors' Acts Valid Despite Vacancy...22
13.4 Qualifications of Directors...22
13.5 Remuneration of Directors...22
13.6 Reimbursement of Expenses of Directors...22
13.7 Special Remuneration for Directors...22
13.8 Gratuity, Pension or Allowance on Retirement of Director...22
ELECTION AND REMOVAL OF DIRECTORS...22
14.1 Election at Annual General Meeting...22
14.2 Consent to be a Director...22
14.3 Failure to Elect or Appoint Directors...23
14.4 Places of Retiring Directors Not Filled...23
14.5 Directors May Fill Casual Vacancies...23
14.6 Remaining Directors' Power to Act...23
14.7 Shareholders May Fill Vacancies...23
14.8 Additional Directors...23
14.9 Ceasing to be a Director...24
14.10 Removal of Director by Shareholders...24
14.11 Removal of Director by Directors...24
14.12 Nominations Of Directors...24
ALTERNATE DIRECTORS...26
15.1 Appointment of Alternate Director...26
15.2 Notice of Meetings...26
15.3 Alternate for More Than One Director Attending Meetings...26
15.4 Consent Resolutions...27
15.5 Alternate Director Not an Agent...27
15.6 Revocation of Appointment of Alternate Director...27
15.7 Ceasing to be an Alternate Director...27
15.8 Remuneration and Expenses of Alternate Director...27
POWERS AND DUTIES OF DIRECTORS...27
16.1 Powers of Management...27
16.2 Appointment of Attorney of Company...27
16.3 Setting the Remuneration of Auditors...28
DISCLOSURE OF INTERESTS OF DIRECTORS AND OFFICERS...28

Page 4 of 41

17.1 Obligation to Account for Profits...28
17.2 Restrictions on Voting by Reason of Interest...28
17.3 Interested Director Counted in Quorum...28
17.4 Disclosure of Conflict of Interest or Property...28
17.5 Director Holding Other Office in the Company...28
17.6 No Disqualification...28
17.7 Professional Services by Director or Officer...28
17.8 Director or Officer in Other Corporations...29

PROCEEDINGS OF DIRECTORS...29
18.1 Meetings of Directors...29
18.2 Voting at Meetings...29
18.3 Chair of Meetings...29
18.4 Meetings by Telephone or Other Communications Medium...29
18.5 Calling of Meetings...29
18.6 Notice of Meetings...30
18.7 When Notice Not Required...30
18.8 Meeting Valid Despite Failure to Give Notice...30
18.9 Waiver of Notice of Meetings...30
18.10 Quorum...30
18.11 Validity of Acts Where Appointment Defective...30
18.12 Consent Resolutions in Writing...30
EXECUTIVE AND OTHER COMMITTEES...31
19.1 Appointment and Powers of Executive Committee...31
19.2 Appointment and Powers of Other Committees...31
19.3 Obligations of Committees...31
19.4 Powers of Board...31
19.5 Committee Meetings...32
OFFICERS...32
20.1 Directors May Appoint Officers...32
20.2 Functions, Duties and Powers of Officers...32
20.3 Qualifications...32
20.4 Remuneration and Terms of Appointment...32
INDEMNIFICATION...32
21.1 Definitions...32
21.2 Mandatory Indemnification of Eligible Parties...33
21.3 Indemnification of Other Persons...33
21.4 Non-Compliance with Business Corporations Act...33
21.5 Company May Purchase Insurance...33
DIVIDENDS...33
22.1 Payment of Dividends Subject to Special Rights...33
22.2 Declaration of Dividends...34
22.3 No Notice Required...34
22.4 Record Date...34
22.5 Manner of Paying Dividend...34
22.6 Settlement of Difficulties...34
22.7 When Dividend Payable...34
22.8 Dividends to be Paid in Accordance with Number of Shares...34
22.9 Receipt by Joint Shareholders...34
22.10 Dividend Bears No Interest...34

Page 5 of 41

22.11 Fractional Dividends ... 35
22.12 Payment of Dividends ... 35
22.13 Capitalization of Retained Earnings or Surplus ... 35

DOCUMENTS, RECORDS AND REPORTS ... 35
23.1 Recording of Financial Affairs ... 35
23.2 Inspection of Accounting Records ... 35
NOTICES ... 35
24.1 Method of Giving Notice ... 35
24.2 Deemed Receipt of Mailing ... 36
24.3 Certificate of Sending ... 36
24.4 Notice to Joint Shareholders ... 36
24.5 Notice to Legal Personal Representatives and Trustees ... 36
24.6 Undelivered Notices ... 37
SEAL ... 37
25.1 Who May Attest Seal ... 37
25.2 Sealing Copies ... 37
25.3 Mechanical Reproduction of Seal ... 37
MECHANICAL REPRODUCTIONS OF SIGNATURES ... 37
26.1 Instruments may be Mechanically Signed ... 37
26.2 Definitions of Instruments ... 38
PROHIBITIONS ... 38
27.1 Definitions ... 38
27.2 Application ... 38
27.3 Consent Required for Transfer of Shares or Designated Securities ... 38
CLASS A PREFERRED SHARES ... 38

Page 6 of 41

PROVINCE OF BRITISH COLUMBIA

Business Corporations Act

Articles of VERDERA ENERGY CORP.

(the "Company")

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(a) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

(b) "Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(c) "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(d) "legal personal representative" means the personal or other legal representative of the shareholder;

(e) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(f) "seal" means the seal of the Company, if any;

(g) "solicitor of the Company" means any partner, associate or articled student of the law firm retained by the Company in respect of the matter in connection with which the term is used.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to and form a part of these Articles. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company shall be in such form as the directors may determine and approve and must comply with, and be signed as required by, the Business Corporations Act.

Page 7 of 41

2.3 Shareholder Entitled to Certificate or Acknowledgment

Shares may be issued without a share certificate or written acknowledgment. Upon request, however, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgement to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(a) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(b) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(a) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
(b) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

Page 8 of 41

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company for the issue of the share by one or more of the following:

(1) past services performed for the Company;
(2) property; or
(3) money; and

(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register

The Company must maintain a central securities register in accordance with the provisions of the Business Corporations Act. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

Page 9 of 41

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Private Issuer Restrictions

The provisions of Article 27 shall apply to any proposed transfer of a share of the Company.

5.2 Registering Transfers where Certificate or Acknowledgement

A transfer of a share of the Company for which a share certificate has been issued or for which the shareholder has received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(a) an instrument of transfer, duly executed by the transferor or a duly authorized attorney of the transferor, in respect of the share;

(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;

(c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and

(d) such other evidence, if any, as the directors or the transfer agent may require to prove the title of the transferor or his duly authorized attorney or the right to transfer the shares, and the right of the transferee to have the transfer registered.

5.3 Registering Transfers where no Certificate or Acknowledgement

A transfer of a share of the Company for which a share certificate has not been issued or for which the shareholder has not received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate (for example, where shares are issued in book-only form), must not be registered unless the requirements for transfer as approved by the directors have been met.

5.4 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.5 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.6 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(a) in the name of the person named as transferee in that instrument of transfer; or
(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.7 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.8 Transfer Agent

The Company may appoint one or more trust companies or agents as its transfer agent for the purpose of issuing, countersigning, registering, transferring and certifying the shares and share certificates of the Company.

5.9 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative of the shareholder, in the case of shares registered in the shareholders' name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

Subject to Article 6.1, on death or bankruptcy, the legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

6.3 Registration of Legal Personal Representative

Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder shall, upon such documents and evidence being produced to the Company as the Business Corporations Act requires, or who becomes entitled to a share as a result of an order of a court of competent jurisdiction or a statute, has the right either to be registered as a shareholder in his representative capacity in respect of such share, or, if he is a personal representative, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.

Page 10 of 41

Page 11 of 41

7. PURCHASE AND REDEMPTION OF SHARES

7.1 Company Authorized to Purchase or Redeem Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms the directors determine. The Company may, by a resolution of directors, cancel any of its shares purchased by the Company, and upon the cancellation of such shares the number of issued shares shall be reduced accordingly.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a) the Company is insolvent; or
(b) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares

If the Company retains a share purchased, redeemed or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a) is not entitled to vote the share at a meeting of its shareholders;
(b) must not pay a dividend in respect of the share; and
(c) must not make any other distribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
(c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

Page 12 of 41

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may:

(a) either by directors’ resolution or by ordinary resolution, at the election of the directors in their sole discretion:

(1) create one or more classes or series of shares or, if none of the shares of a class are allotted or issued, eliminate that class of shares;

(2) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(3) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(4) if the Company is authorized to issue shares of a class of shares with par value:

i decrease the par value of those shares; or

ii if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(5) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(6) alter the identifying name of any of its shares;

(7) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act; or

(b) by ordinary resolution otherwise alter its shares or authorized share structure;

and alter its Articles and Notice of Articles accordingly.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by ordinary resolution:

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(b) by ordinary resolution vary or delete any special rights or restrictions attached to the shares of any class or series, whether or not any or all of those shares have been issued

and alter its Articles and Notice of Articles accordingly.

9.3 Change of Name

The Company may by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name.

Page 13 of 41

9.4 Other Alterations

The Company, save as otherwise provided by these Articles and subject to the Business Corporations Act, may:

(a) by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors’ powers, control or authority; and

(b) if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and thereafter must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Consent Resolution Instead of Meeting of Shareholders

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution and any notice of a general meeting, class meeting or series meeting or to consider approving the adoption of an amalgamation agreement, the approval of any amalgamation into a foreign jurisdiction or the approval of any arrangement), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors’ resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days;

(b) otherwise, 10 days.

10.5 A Notice of Resolution to Which Shareholders May Dissent

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent and a copy of the proposed resolution at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days;

(b) otherwise, 10 days.

10.6 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a) if and for so long as the Company is a public company, 21 days;
(b) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.9 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a) state the general nature of the special business; and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(1) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(2) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.10 Location of Meetings of Shareholders

The Company will hold meetings of shareholders in British Columbia, subject to the directors, by resolution, approving a location for such meetings outside of British Columbia.

Page 14 of 41

Page 15 of 41

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(b) at an annual general meeting, all business is special business except for the following:

(1) business relating to the conduct of or voting at the meeting;

(2) consideration of any financial statements of the Company presented to the meeting;

(3) consideration of any reports of the directors or auditor;

(4) the setting or changing of the number of directors;

(5) the election or appointment of directors;

(6) the appointment of an auditor;

(7) the setting of the remuneration of an auditor;

(8) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(9) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Majority Required for a Special Resolution

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person who is a shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of shareholders pursuant to these articles, present in person or by proxy.

11.4 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any solicitor for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.5 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

Page 16 of 41

11.6 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.7 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.6(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.8 Chair

The following individuals are entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any; or
(b) if no chair of the board exists or is present and willing to act as chair of the meeting, the president of the Company; or
(c) if the chair of the board, and the president of the Company are absent or unwilling to act as chair of the meeting, the solicitor of the Company.

11.9 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, and the solicitor of the Company is absent or unwilling to act as chair of the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.10 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.11 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.12 Decisions by Show of Hands, Verbal Statements, or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy. In determining the result of a vote by show of hands, shareholders present by telephone or other communications medium in which all shareholders and

proxy holders entitled to attend and participate in voting at the meeting are able to communicate with each other, may indicate their vote verbally or, otherwise in such manner as clearly evidences their vote and is accepted by the chair of the meeting.

11.13 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.14 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.15 Casting Vote

In case of an equality of votes either on a show of hands or on a poll, the chair of a meeting of shareholders will not have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.16 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(1) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
(2) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(c) the demand for the poll may be withdrawn by the person who demanded it.

11.17 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.18 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.19 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.20 No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

Page 17 of 41

Page 18 of 41

11.21 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.22 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(b) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(2) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(b) if a representative is appointed under this Article 12.5:

(1) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(2) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless:

(a) the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1) the person appointing the proxy holder is a company or a representative of a company appointed under Article 12.5;

(2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

Page 19 of 41

(b) the person is a director, officer or the solicitor of the Company.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder—printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

Page 20 of 41

(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) provided, at the meeting, to the chair of the meeting.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

If the Company is not a pre-existing company under the Business Corporations Act, the first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(a) subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company's first directors if applicable;
(b) if the Company is a public company, the greater of three and the most recently set of:

(1) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(2) the number of directors set under Article 14.4;

(1) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(2) the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(b)(1) or 13.1(c)(1):

(a) the shareholders may contemporaneously elect or appoint the directors up to that number; and
(b) subject to Article 14.8, if the shareholders do not contemporaneously elect or appoint the number of directors set resulting in vacancies, then the directors may appoint, or failing which the shareholders may elect or appoint, directors to fill those vacancies.

Page 21 of 41

Page 22 of 41

13.3 Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors set under these Articles from time to time; and

(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(a) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

14.3 Failure to Elect or Appoint Directors

If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(a) when his or her successor is elected or appointed; and
(b) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors' Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, then failing the filling of any vacancies as set forth in Article 14.6, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Page 23 of 41

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

(a) the term of office of the director expires;
(b) the director dies;
(c) the director resigns as a director by notice in writing provided to the Company or a solicitor for the Company; or
(d) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

14.12 Nominations Of Directors

(a) This Article 14.12 only applies to the Company if and for so long as it is a public company.

(b) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

(1) by or at the direction of the board, including pursuant to a notice of meeting;
(2) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or
(3) by any person who:

(i) at the close of business on the date of the giving of the notice provided for in this Article 14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns one or more shares that are entitled to be voted at such meeting; and
(ii) complies with the notice procedures set forth below in this Article 14.12,

(a "Nominating Shareholder").

(c) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, at the principal executive offices of the Company.

Page 24 of 41

(d) To be timely, a Nominating Shareholder’s notice under Article 14.12(c) must be made:

(1) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, provided that (i) if the Company chooses to use notice and access to deliver meeting materials, the time frame will be not less than 40 and no more than 65 days; and (ii) if the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made (the “Notice Date”), notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and

(2) in the case of a special meeting of shareholders which is not also an annual meeting, and is called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the Notice Date.

In no event shall any adjournment or postponement of a meeting of shareholders, or the announcement of an adjournment or postponement, commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

(e) To be in proper written form, a Nominating Shareholder’s notice under Article 14.12(c) must set forth:

(1) for each person whom the Nominating Shareholder proposes to nominate for election as a director:

(i) the name, age, business address and residential address of the person;

(ii) the principal occupation or employment of the person;

(iii) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the date of the notice and as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred); and

(iv) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and

(2) for the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below).

(f) The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

(g) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12, provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder at a meeting of shareholders of any matter, other than the nomination of directors, in respect of which the shareholder would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Article 14.12 and, if any proposed nomination is not in compliance with this Article 14.12, to declare that such defective nomination shall be disregarded.

(h) For purposes of this Article 14.12:

(1) “public announcement” shall mean disclosure in:

Page 25 of 41

(i) a press release reported by a national news service in Canada; or
(ii) a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval (SEDAR), or such other electronic disclosure service as the Company is required to utilize for the filing of continuous disclosure documents pursuant to Applicable Securities Laws; and

(2) "Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation, and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

(i) Notice given under Article 14.12(c) may only be given by personal delivery, facsimile transmission or email, and shall be deemed to have been given and made at the time it is sent to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, by:

(1) personal delivery to the address of the principal executive offices of the Company;
(2) facsimile transmission, at such facsimile number as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received; or
(3) email, at such email address as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received.

If such delivery or electronic communication is made on a day which is a not a business day in Vancouver, British Columbia, or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

(j) Notwithstanding any other provision of this Article 14.12, the board may, in its sole discretion, waive any requirement of this Article 14.12.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(a) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
(b) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

Page 26 of 41

(c) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(d) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(a) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(b) the alternate director dies;

(c) the alternate director resigns as an alternate director by notice in writing provided to the Company or a solicitor for the Company;

(d) the alternate director ceases to be qualified to act as a director; or

(e) his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or

Page 27 of 41

remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

16.3 Setting the Remuneration of Auditors

The directors may from time to time set the remuneration of the auditors of the Company.

17. DISCLOSURE OF INTERESTS OF DIRECTORS AND OFFICERS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

Page 28 of 41

Page 29 of 41

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(a) the chair of the board, if any;
(b) in the absence of the chair of the board, the president, if any, if the president is a director; or
(c) any other director chosen by the directors if:

(1) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(2) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
(3) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors:

(a) in person;
(b) by telephone; or
(c) with the consent of all directors, by other communications medium;

if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the president, secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

Page 30 of 41

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(b) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is no less than half of the directors then in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, e-mail or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

Page 31 of 41

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(b) delegate to a committee appointed under paragraph (a) any of the directors' powers, except:

(1) the power to fill vacancies in the board of directors;
(2) the power to remove a director;
(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(4) the power to appoint or remove officers appointed by the directors; and

(c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(a) conform to any rules that may from time to time be imposed on it by the directors; and
(b) report every act or thing done in exercise of those powers at such times as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(a) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(b) terminate the appointment of, or change the membership of, the committee; and
(c) fill vacancies in the committee.

Page 32 of 41

19.5 Committee Meetings

Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(a) the committee may meet and adjourn as it thinks proper;

(b) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(a) determine the functions and duties of the officer;

(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

(a) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(b) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(1) is or may be joined as a party; or
(2) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

21.2 Mandatory Indemnification of Eligible Parties

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or, these Articles or, if applicable, any former Companies Act or former Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a) is or was a director, alternate director, officer, employee or agent of the Company;
(b) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(c) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(d) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

Page 33 of 41

Page 34 of 41

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;

(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

Page 35 of 41

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the registered address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:

(1) for a record mailed to a shareholder, the shareholder’s registered address;

(2) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(3) in any other case, the mailing address of the intended recipient;

(b) delivery at the applicable address for that person as follows, addressed to the person:

(1) for a record delivered to a shareholder, the shareholder’s registered address;

(2) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
(3) in any other case, the delivery address of the intended recipient;

(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(d) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
(e) physical delivery to the intended recipient; and
(f) delivery in such other manner as may be approved by the directors and reasonably evidenced.

24.2 Deemed Receipt of Mailing

A notice, statement, report or other record that is:

(a) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, (Saturdays, Sundays and holidays excepted), following the date of mailing;
(b) faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and
(c) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:

(1) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
(2) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(b) if an address referred to in paragraph (a)(2) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

Page 36 of 41

Page 37 of 41

24.6 Undelivered Notices

If any record sent to a shareholder pursuant to Article 24.1 is returned on two consecutive occasions because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a) any two directors;
(b) any officer, together with any director;
(c) if the Company only has one director, that director; or
(d) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. MECHANICAL REPRODUCTIONS OF SIGNATURES

26.1 Instruments may be Mechanically Signed

The signature of any officer, director, registrar, branch registrar, transfer agent or branch transfer agent of the Company, unless otherwise required by the Business Corporations Act or by these Articles, may, if authorized by the directors, be printed, lithographed, engraved or otherwise mechanically reproduced upon all instruments executed or issued by the Company or any officer thereof; and any instrument on which the signature of any such person is so reproduced shall be deemed to have been manually signed by such person whose signature is so reproduced and shall be as valid to all intents and purposes as if such instrument had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold the office that he is stated on such instrument to hold at the date or issue of such instrument.

Page 38 of 41

26.2 Definitions of Instruments

The term "instrument" as used in Article 26.1 shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, agreements, releases, receipts and discharges for the payment of money or other obligations, shares and share warrants of the Company, bonds, debentures and other debt obligations of the Company, and all paper writings.

27. PROHIBITIONS

27.1 Definitions

In this Article 27:

(a) “designated security” means:

(1) a voting security of the Company;

(2) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(3) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(b) “security” has the meaning assigned in the Securities Act (British Columbia);

(1) is not a debt security, and

(2) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

27.2 Application

Article 27.3 does not apply to the Company if and for so long as it is a:

(a) public company; or

(b) a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

27.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

28. CLASS A PREFERRED SHARES

There are attached to the Class A Preferred Shares as special rights and restrictions, the following:

(a) Voting Rights.

(c) Conversion. Each Class A Preferred Share shall be convertible on the terms and conditions set forth in this Article 28(c).

(1) The number of validly issued, fully paid and non-assessable Common Shares issuable upon conversion of each Class A Preferred Share pursuant to Article 28(c)(2) shall be set at the rate of one Common Share for each Class A Preferred Share (1:1) subject to adjustment as provided herein (the "Exchange Rate").

(2) At the option of the holder of the Class A Preferred Shares if the Company has an effective registration statement filed with the United States Securities and Exchange Commission registering the resale and/or distribution by the holder of the Common Shares issued on conversion of the Class A Preferred Shares, when the holder sets a record date for distribution of shares to the holder's shareholders in accordance with section 2.05 of the share purchase agreement entered into between the holder of the Class A Preferred Shares, Verdera Energy Corp., and NM Energy Holding Canada Corp. dated March 17, 2025, the Class A Preferred Shares will convert into Common Shares of the Company at the Exchange Rate.

Page 39 of 41

(4) Fractional Shares on Adjustment. In the event of an adjustment pursuant to Article 28(e), then no fractional Common Shares will be issued upon the conversion of a Class A Preferred Share, and in lieu of any fractional shares to which a holder would otherwise be entitled, the number of Common Shares to be issued upon conversion of a Class A Preferred Share will be rounded down to the nearest whole share.

(d) Redemption. The Class A Preferred Shares do not carry any redemption rights.

(e) Adjustments. Subdivision or Consolidation. Without limiting any provision of Article 28(f), if the Company at any time: (i) subdivides (by any share split, share dividends, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, the Exchange Rate in effect immediately prior to such subdivision will be proportionately increased; or (ii) combines (by combination, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, the Exchange Rate in effect immediately prior to such combination will be proportionately decreased. Any adjustment pursuant to this Article 28(e) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment pursuant to this Article 28(e) occurs during the period that an Exchange Rate is calculated hereunder, then the calculation of such Exchange Rate shall be adjusted appropriately to reflect such event.

(f) Rights Upon Fundamental Transactions.

(1) Change of Control. The Company shall not enter into or be party to a Change of Control unless the successor entity assumes in writing all of the obligations of the Company under these Articles, including agreements to deliver to the holder of Class A Preferred Shares in exchange for such Class A Preferred Shares a security of the successor entity evidenced by a written instrument substantially similar in form and substance to these terms and having similar ranking to the Class A Preferred Shares. Upon the occurrence of any Change of Control, the successor entity shall succeed to, and be substituted for (so that from and after the date of such fundamental transaction, the provisions of these terms and the other transaction documents referring to the "Company" shall refer instead to the successor entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under these terms and the other transaction documents with the same effect as if such successor entity had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Change of Control, the successor entity shall deliver to the holder confirmation that there shall be issued upon any exchange of the Class A Preferred Shares at any time after the consummation of such Change of Control, in lieu of the Common Shares issuable upon the exchange or conversion of the Class A Preferred Shares prior to or concurrent with such Change of Control, securities of the successor entity (including its parent entity, if applicable) carrying economic entitlements which are substantially similar to the Common Shares, provided, however that such securities may carry restrictions on transfer if required by law. The provisions of this Article 28(f)(1) shall apply similarly and equally to successive Changes of Control and shall be applied without regard to any limitations herein on the exchange of the Class A Preferred Shares.

(2) Notice of Change of Control. The Company shall give the holder of the Class A Preferred Shares not less than ten (10) days' advance notice of the consummation of a Change of Control.

(3) Definition. "Change of Control", as used in these Articles, means the first day that any one or more of the following conditions is satisfied, including, but not limited to, the signing of documents by all parties and approval by all regulatory agencies, if required:

(A) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

Page 40 of 41

(B) one of the following is consummated:

(I) the sale or disposition of all or substantially all of the Company’s assets;

(III) the acquisition (other than an acquisition of securities from the Company in a private placement) by any one person, entity or more than one person or entity acting as a group, of ownership of the shares of the Company that, together with the shares of the Company then held by such person or group, constitutes more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; provided that if any such person or group is considered to own more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities, then the acquisition of additional equity by the same person, entity or group shall not be deemed to cause a Change of Control.

Page 41 of 41

SCHEDULE “D”

SECTION 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

Rights of dissenting shareholders

185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181;

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder's name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10)

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder's right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder's full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

SCHEDULE "E"
POCML 7 INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

PURPOSE

1.1 The primary functions of the Audit Committee of POCML 7 Inc. (the "Company") are to fulfill its responsibilities in relation to reviewing the integrity of the Company's financial statements, financial disclosures and internal controls over financial reporting; monitoring the system of internal control; monitoring the Company's compliance with legal and regulatory requirements; selecting the external auditors for shareholder approval; and reviewing the qualifications, independence and performance of the external auditors.

MEMBERSHIP AND ORGANIZATION

2.1 Composition - Subject to paragraph 2.6, the Audit Committee shall consist of not less than three independent members of the Board. At the invitation of the Audit Committee, members of the Company's management and others may attend Audit Committee meetings as the Audit Committee considers necessary or desirable.

2.2 Appointment and Removal of Audit Committee Members - Each member of the Audit Committee shall be appointed by the Board on an annual basis and shall serve at the pleasure of the Board, or until the earlier of (a) the close of the next annual meeting of shareholders of the Company at which the member's term of office expires, (b) the death of the member or (c) the resignation, disqualification or removal of the member from the Audit Committee or from the Board. The Board may fill a vacancy in the membership of the Audit Committee.

2.3 Chair - At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a Chair of the Audit Committee. The Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee's compliance with this mandate, work with management to develop the Audit Committee's annual work-plan and provide reports of the Audit Committee to the Board. The Chair may vote on any matter requiring a vote and shall provide a second vote in the case of a tie vote.

2.4 Independence - Subject to paragraph 2.6, each member of the Audit Committee shall be an "independent" (as such term is used in National Instrument 52-110 - Audit Committees ("NI 52-110").

2.5 Financial Literacy - Subject to paragraph 2.6, members of the Audit Committee shall be financially literate or agree to become financially literate within a reasonable period of time following the member's appointment. 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.

2.6 Venture Issuer - For so long as the Company is a "venture issuer" as defined in NI 52-110, it is not required to comply with the provisions of paragraph 2.1 "Composition", 2.4 "Independence" or 2.4 "Financial Literacy" above. In the event the Company cannot comply with all or a part of these provisions, then the Committee shall be comprised of not less than three members of the Board, a majority of whom are not officers or employees of the Company or a subsidiary of the Company.

MEETINGS

3.1 Meetings - The members of the Audit Committee shall hold meetings as are required to carry out this mandate, and in any case no less than four meetings annually. The external auditors are entitled to attend and be heard at each Audit Committee meeting. The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board or the President and CEO may call a meeting of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a Chair from their number for a meeting.

3.2 Secretary and Minutes - The Secretary, his or her designate or any other person the Audit Committee requests, shall act as secretary at Audit Committee meetings. Minutes of Audit Committee meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Audit Committee for approval.

3.3 Quorum - A majority of the members of the Audit Committee shall constitute a quorum. If a quorum cannot be obtained for an Audit Committee meeting, members of the Board who would qualify as members of the Audit Committee may, at the request of the Chair or the Chairman of the Board, serve as members of the Audit Committee for that meeting.

3.4 Access to Management and Outside Advisors - The Audit Committee shall have unrestricted access to management and employees of the Company, and, from time to time may hold meetings with the external auditor, the CFO or the President and CEO. The Audit Committee shall have the authority to retain and terminate external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation for these advisors without consulting or obtaining the approval of the Board or any officer of the Company. The Company shall provide appropriate funding, as determined by the Audit Committee, for the services of these advisors.

3.5 Meetings Without Management - The Audit Committee shall hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled meetings, at which management is not present.

FUNCTIONS AND RESPONSIBILITIES

The Audit Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Audit Committee by the Board. In addition to these functions and responsibilities, the Audit Committee shall perform the duties required of an audit committee by applicable corporate securities laws, the binding requirements of the stock exchanges on which the securities of the Company are listed, and all other applicable laws.

4.1 Financial Reports

(a) General - The Audit Committee is responsible for reviewing the integrity of the Company's financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Company's financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Company. The external auditors are responsible for auditing the Company's annual consolidated financial statements and, if requested by the Company, for reviewing the Company's unaudited interim financial statements.

(b) Review of Annual Financial Reports - The Audit Committee shall review the annual consolidated audited financial statements of the Company, the external auditors' report thereon and the related management's discussion and analysis of the Company's financial condition and results of operation to determine whether they present fairly, in all material respects in accordance with Canadian generally accepted accounting principles, or any other generally accepted accounting principles in which the financial statements of the Company are prepared from time to time, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

(c) Review of Interim Financial Reports - The Audit Committee shall review the interim consolidated financial statements of the Company, the external auditors review report thereon, if applicable, and the related MD&A to determine whether they present fairly, in all material respects in accordance with IFRS, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall, if so authorized by the Board, approve the interim financial statements and the related MD&A, or if not authorized by the Board, then approve and recommend for Board approval.

(d) Review Considerations - In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:

(i) meet with management and the external auditors to discuss the financial statements and MD&A
(ii) review the disclosures in the financial statements;
(iii) review the audit report or review report prepared by the external auditors;
(iv) discuss with management, the external auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;
(v) review critical accounting and other significant estimates and judgments underlying the financial statements as presented by management;
(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management;
(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;
(viii) review management’s report on the effectiveness of internal controls over financial reporting;
(ix) review results of the Company’s whistleblowing program; and
(x) review any other matters, related to the financial statements, that are brought forward by the external auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or applicable law.

4.2 Approval of Other Financial Disclosures

The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Company, press releases disclosing financial results of the Company and any other material financial disclosure, including in Management Information Circulars and Annual Information Forms

4.3 External Auditors

(a) General - The Audit Committee shall be responsible for oversight of the work of the external auditors in auditing and reviewing the Company’s financial statements and internal controls over financial reporting.
(b) Appointment and Compensation - The Audit Committee shall review and, if advisable, select and recommend (i) for shareholder approval, the appointment of the external auditors and (ii) for shareholder or Board approval, as applicable, the compensation of the external auditors.
(c) Annual Review Report - At least annually, the Audit Committee shall obtain and review a report by the external auditors describing: (i) their internal quality-control procedures and (ii) any material issues raised by their most recent internal quality-control review, peer review or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors and any steps taken to deal with any of these issues.
(d) Audit Plan - At least annually, the Audit Committee shall review a summary of the external auditors’ annual audit plan. The Audit Committee shall consider and review with the external auditors any material changes to the scope of the plan.
(e) Quarterly Review Report - If the external auditors review the Company’s unaudited interim financial statements, then the Audit Committee shall review a quarterly review report prepared by the external auditors in respect of each of the interim financial statements of the Company.
(f) Independence of External Auditors - At least annually, and before the external auditors issue their report

on the annual financial statements, the Audit Committee shall obtain from the external auditors a formal written statement describing all relationships between the external auditors and the Company, discuss with the external auditors any disclosed relationships or services that may affect the objectivity and independence of the external auditors, and obtain written confirmation from the external auditors that they are objective and independent within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which it belongs.

(g) Evaluation and Rotation of Lead Partner - At least annually, the Audit Committee shall review the qualifications and performance of the lead partners of the external auditors. The Audit Committee shall obtain a report from the external auditors annually verifying that the lead partner of the external auditors has served in that capacity for no more than five fiscal years of the Company and that the engagement team collectively possesses the experience and competence to perform an appropriate audit.

(h) Pre-Approval of Non-Audit Services - The Audit Committee shall pre-approve any retainer of the external auditors for any non-audit service to the Company in accordance with applicable law and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

(i) Hiring Practices - The Audit Committee shall review and approve guidelines regarding the hiring of employees or former employees of the external auditors.

4.4 Internal Controls

(a) General - The Audit Committee shall monitor the system of internal control.

(b) Establishment, Review and Approval - The Audit Committee shall require management to implement and maintain appropriate systems of internal control in accordance with applicable laws, regulations and guidance, including internal control over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the external auditors: (i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Company's internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management's conclusions; (ii) any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, including those in the Company's periodic regulatory filings; (iii) any material issues raised by any inquiry or investigation by the Company's regulators; (iv) any related significant issues and recommendations of the external auditors together with management's responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

4.5 Whistleblowing Procedures

The Audit Committee shall review and approve the establishment by management of procedures for the receipt, retention and treatment of complaints received by the Company from employees or others, regarding accounting, internal accounting controls, or auditing matters.

4.6 Succession Planning

In consultation with the Board, the Audit Committee shall review succession plans for the CFO and the Chief Accountant or Controller of the Company. The Audit Committee shall review candidates for the position of CFO of the Company and make recommendations to the Board with respect to the appointment of a CFO.

4.7 Adverse Investments and Transactions

The Audit Committee shall review any investments and transactions that could adversely affect the well-being of the Company.

4.8 Audit Committee Disclosure

The Audit Committee shall review and approve any audit committee disclosures required by securities regulators in the Company's disclosure documents.

4.9 Assessment of Regulatory Compliance - The Audit Committee shall review management’s assessment of compliance with laws and regulations as they pertain to responsibilities under this mandate, report its findings to the Board and recommend changes it considers appropriate.

4.10 Delegation - The Audit Committee may designate a sub-committee to review any matter within this mandate as the Audit Committee deems appropriate.

REPORTING TO THE BOARD

5.1 The Chair shall report to the Board, as required by applicable law or as deemed necessary by the Audit Committee or as requested by the Board, on matters arising at Audit Committee meetings and, where applicable, shall present the Audit Committee’s recommendation to the Board for its approval.

POCML 7 INC.
(A Capital Pool Corporation)

Financial Statements
For the years ended September 30, 2024 and 2023

(Stated in Canadian Dollars)

Independent Auditor's Report

MNP

To the Shareholders of POCML 7 Inc.:

Opinion

We have audited the financial statements of POCML 7 Inc. (the "Corporation"), which comprise the statements of financial position as at September 30, 2024 and September 30, 2023 and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years ended September 30, 2024 and September 30, 2023, and notes to the financial statements, including a summary of material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at September 30, 2024 and September 30, 2023, and its financial performance and its cash flows for the years ended September 30, 2024 and September 30, 2023, in accordance with IFRS® Accounting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS® Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

MNP LLP

1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894

Those charged with governance are responsible for overseeing the Corporation's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Toronto, Ontario
January 28, 2025

MNP LLP
Chartered Professional Accountants
Licensed Public Accountants

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9
1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca
MNP

POCML 7 INC.
(a Capital Pool Corporation)
Statements of Financial Position
As at September 30, 2024 and September 30, 2023
(Stated in Canadian Dollars)

| | 2024
September 30 | 2023
September 30 |
| --- | --- | --- |
| Assets | | |
| Current assets | | |
| Cash and cash equivalents | $ 598,838 | $ 593,283 |
| Interest receivable | 14,579 | 12,959 |
| Total assets | 613,417 | 606,242 |
| Liabilities | | |
| Current liabilities | | |
| Accounts payable & accrued liabilities | 36,804 | 33,656 |
| Total liabilities | 36,804 | 33,656 |
| Shareholders' equity | | |
| Share capital (Note 4) | 634,366 | 626,392 |
| Contributed surplus (Note 4) | 89,642 | 92,438 |
| Accumulated deficit | (147,395) | (146,244) |
| Total shareholders' equity | 576,613 | 572,586 |
| Total liabilities and shareholders' equity | $ 613,417 | $ 606,242 |

Incorporation and Nature of Business (Note 1)

Approved on Behalf of the Board:

"David D'Onofrio" (signed)
David D'Onofrio
Director

"Adam Parsons" (signed)
Adam Parsons
Director

The accompanying notes are an integral part of these financial statements.

POCML 7 INC.

(a Capital Pool Corporation)

Statements of Loss and Comprehensive Loss

For the years ended September 30, 2024 and 2023

(Stated in Canadian Dollars)

	For the year ended September 30, 2024	For the year ended September 30, 2023
Expenses
Operating, general and administrative	$ 9,370	$ 32,743
Stock based compensation (Note 4)	-	83,233
Professional Fees	15,683	27,399
Total expenses	25,053	143,375
Interest Income	(23,902)	(17,681)
Net loss and comprehensive loss for the year	1,151	125,694
Net loss per common share
Basic and diluted	$ 0.00	$ 0.01
Weighted average number of common shares outstanding
Basic and diluted	11,031,843	10,685,677

The accompanying notes are an integral part of these financial statements.

POCML 7 INC.

(a Capital Pool Corporation)

Statements of Changes in Shareholders' Equity

For the years ended September 30, 2024 and 2023

(Stated in Canadian Dollars)

	Note	Number of Shares	Share Capital	Contributed Surplus	Accumulated Deficit	Shareholders' Equity
			$	$	$	$
Balance at September 30, 2022		8,500,000	425,000	-	(20,550)	404,450
Initial Public Offering
Issuance of common shares	4	2,500,000	250,000	-	-	250,000
Share issuance costs		-	(49,307)	9,450	-	(39,857)
Stock based compensation		-	-	83,233	-	83,233
Shares issued – warrants exercised	4	4,536	699	(245)		454
Net loss for the year		-	-	-	(125,694)	(125,694)
Balance at September 30, 2023	4	11,004,536	626,392	92,438	(146,244)	572,586
Shares issued – warrants exercised	4	51,784	7,974	(2,796)	-	5,178
Net loss for the year		-	-	-	(1,151)	(1,151)
Balance at September 30, 2024		11,056,320	634,366	89,642	(147,395)	5,76,613

The accompanying notes are an integral part of these financial statements.

POCML 7 INC.

(a Capital Pool Corporation)

Statements of Cash Flows

For the years ended September 30, 2024 and 2023

(Stated in Canadian Dollars)

| | For the year ended
September 30, 2024 | For the year ended
September 30, 2023 |
| --- | --- | --- |
| Cash flows used in operating activities: | | |
| Loss for the year | $ (1,151) | $ (125,694) |
| Items not involving cash | | |
| Stock based compensation | - | 83,233 |
| Changes in non-cash working capital: | | |
| Interest receivable* | (1,620) | (12,959) |
| Accounts payable & accrued liabilities | 3,148 | 13,156 |
| Prepaid expenses | - | 21,300 |
| Cash provided by/(used) in operating activities | 377 | (20,964) |
| Financing | | |
| Issuance of Common Shares | - | - |
| Net proceeds from initial public offering | - | 210,143 |
| Net proceeds from exercise of warrants (Note 4) | 5,178 | 454 |
| Cash provided by financing activities | 5,178 | 210,597 |
| Net change in cash and cash equivalents | 5,555 | 189,633 |
| Cash and cash equivalents, beginning of the year | 593,283 | 403,650 |
| Cash and cash equivalents, end of the year | $ 598,838 | $ 593,283 |

The company received $22,282 (2023 - $9,429) interest payment.

The accompanying notes are an integral part of these financial statements.

POCML 7 INC.
(a Capital Pool Corporation)

Notes to Financial Statements
For the years ended September 30, 2024 and 2023
(Stated in Canadian Dollars)

INCORPORATION AND NATURE OF BUSINESS

POCML 7 Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on December 31, 2021 and is a Capital Pool Corporation as defined in the Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"), as defined under the policies of the Exchange. The Corporation has not commenced commercial operations and has no assets other than cash and cash equivalents and interest receivable. Given the nature of the activities, no separate segmented information is reported.

The Corporation's continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders' approval.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange.

The head office and the registered head office of the Corporation is located at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4.

The financial statements were approved by the Board of Directors on January 28, 2025.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Financial Statements

For the years ended September 30, 2024 and 2023

(Stated in Canadian Dollars)

2. BASIS OF PRESENTATION

Statement of Compliance

The financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of Presentation

The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss ("FVPTL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Functional and presentation currency

The financial statements are presented in Canadian dollars ("CAD"), which is the Corporation's functional and presentation currency.

Use of Estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions which affect the reported amounts of the Corporation's assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results may differ from those estimates used financial statements. A key source of measurement uncertainty is stock-based compensation. Determining the fair value of equity-settled stock-based compensation awards at the grant date requires estimating the expected term of stock options, the expected volatility of the Corporation's stock, the expected dividends and the number of stock-based awards that are expected to be forfeited.

3. MATERIAL ACCOUNTING POLICIES

Cash and Cash Equivalents

The Corporation considers all highly liquid instruments which are either cashable or mature within three months or less at the time of issuance to be cash equivalents.

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Financial Instruments

Recognition

The Corporation recognizes financial assets and financial liabilities on the date the Corporation becomes a party to the contractual provisions of the instruments.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Financial Statements
For the years ended September 30, 2024 and 2023
(Stated in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Classification

The Corporation classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Corporation reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Corporation has implemented the following classifications: Cash and Cash Equivalents are classified as assets at fair value and any period change in fair value is recorded in profit or loss and interest receivable and accounts payable and accrued liabilities are classified as amortized cost.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset for financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit or loss and other comprehensive income (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and
Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash and Cash Equivalents are a level 1 financial instrument measured at fair value on the statements of financial position.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Financial Statements
For the years ended September 30, 2024 and 2023
(Stated in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Income Taxes

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled.

The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Share-based Payments

The Corporation uses a fair value-based method of accounting for stock options and warrants granted to directors, officers, employees and consultants. The fair value is determined using the Black-Scholes Option Pricing Model on the date of grant, with assumptions for risk-free interest rate, volatility, expected forfeiture and life of the options or warrants. The cost is measured at the date of grant and each tranche is recognized on a graded-vesting basis over the applicable vesting period as an increase in share-based payments expense and the contributed surplus reserves account. On the exercise of the stock options and warrants, the proceeds received by the Company, together with the respective amount from the contributed surplus reserves, are credited to share capital.

Loss per share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. For the periods presented, this calculation proved to be antidilutive.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Financial Statements
For the years ended September 30, 2024 and 2023
(Stated in Canadian Dollars)

4. SHARE CAPITAL

Authorized Share Capital

Unlimited number of common shares
Unlimited number of special shares

Issued Share Capital

Escrowed Shares

On December 31, 2021, the Corporation issued 1 common share at $0.05 per common share for total proceeds of $0.05.

On September 19, 2022, 1 common share was donated back to the Corporation for cancellation and 8,500,000 common shares were issued at a price of $0.05 per share for gross proceeds of $425,000.

The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed Common Shares will be released from escrow on the issuance of the Final Exchange Bulletin (the "Initial Release") and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be escrowed.

Initial Public Offering

On November 16, 2022, the Corporation completed an Initial Public Offering (the "Offering") of 2,500,000 common shares at $0.10 per common share for aggregate gross proceeds of $250,000 pursuant to a prospectus dated November 07, 2022. The Corporation paid issuance costs of $39,857 and prior to listing, granted the agent 175,000 compensation common share purchase warrants with an exercise price of $0.10 valued at $9,450 expiring after two years on November 16, 2024 (twenty-four months from the date the Corporation's common shares were listed on the TSX Venture Exchange).

On November 16, 2022, at the closing of the Offering and prior to listing, the Corporation also granted stock options to directors and officers of the Corporation to acquire up to an aggregate of 1,100,000 common shares at an exercise price of $0.10 per share, valued at $83,233 expiring after five years on November 16, 2027, vesting immediately.

Common Shares

On August 2, 2023 the Corporation issued an aggregate of 4,536 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.

On March 22, 2024 the Corporation issued an aggregate of 51,784 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Financial Statements

For the years ended September 30, 2024 and 2023
(Stated in Canadian Dollars)

4. SHARE CAPITAL (continued)

Contributed Surplus

The Corporation has established a stock option plan for its directors, officers and consultants under which the Corporation may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.

Options may be granted for a maximum term of ten years from the date of the grant. They are nontransferable and expire within 90 days of termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire one year thereafter.

The following table reflects the continuity of stock options and compensation warrants:

	Number of stock options and compensation warrants	Weighted average exercise price ($)	Fair Value($)
Balance at September 30, 2022	-	-	-
Compensation warrants issues November 16, 2022	175,000	0.10	9,450
Compensation warrants exercised August 2, 2023	(4,536)	0.10	(245)
Options issued November 16, 2022	1,100,000	0.10	83,233
Balance at September 30, 2023	1,270,464	0.10	92,438
Compensation warrants exercised March 22, 2024	(51,784)	0.10	(2,796)
Balance at September 30, 2024	1,218,680	$0.10	$89,642

On November 16, 2022, prior to listing, the Corporation granted 175,000 compensation common share purchase warrants to the agent, which are exercisable at an exercise price of $0.10 for a period of two years from the date of grant. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.10, dividend yield 0%, risk-free interest rate of 4.06%, expected volatility of 100% and an expected life of two years. The value attributed to these warrants is $9,450.

On November 16, 2022, prior to listing, the Corporation granted 1,100,000 options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.10 per share, vesting immediately. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.10, dividend yield 0%, risk-free interest rate of 3.14%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $83,233.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Financial Statements

For the years ended September 30, 2024 and 2023

(Stated in Canadian Dollars)

4. SHARE CAPITAL (continued)

On August 2, 2023 the Corporation issued an aggregate of 4,536 common shares pursuant to a compensation warrant exercise, resulting in the fair value of $245 reallocation from contributed surplus to share capital.

On March 22, 2024 the Corporation issued an aggregate of 51,784 common shares pursuant to a compensation warrant exercise, resulting in the fair value of $2,796 reallocation from contributed surplus to share capital.

The following table reflects the stock options and compensation warrants issued and outstanding as of September 30, 2024:

Expiry Date	Exercise Price	Weighted Average Remaining Contractual Life (years)	Number of Options and Warrants Outstanding	Number of Options and Warrants Vested (Exercisable)
November 16, 2024	$0.10	0.13	118,680	118,680
November 16, 2027	$0.10	3.13	1,100,000	1,100,000
	$0.10	2.84	1,218,680	1,218,680

5. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of issued common shares, in the definition of capital.

The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

Risk disclosures and fair values

The Corporation's financial instruments carried at amortized cost, consist of interest receivable and accounts payable and accrued liabilities which approximate fair value due to the relatively short term maturities of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

POCML 7 INC.
(a Capital Pool Corporation)

Notes to Financial Statements
For the years ended September 30, 2024 and 2023
(Stated in Canadian Dollars)

RELATED PARTY TRANSACTIONS

Key management personnel and directors received $nil (2023 – $83,233) of stock based compensation during the year ended September 30, 2024.

There were no other transactions with related parties and no remuneration was paid to key management personnel during the years ended September 30, 2024 and September 30, 2023.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Financial Statements

For the years ended September 30, 2024 and 2023

(Stated in Canadian Dollars)

7. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 26.5% and the Corporation's effective income tax expense is as follows:

	2024	2023
Net loss for the year	$ 1,151	$ 125,694
Expected income tax recovery	(305)	(33,309)
Non-deductible	-	22,057
Share issuance costs	-	(10,562)
Deferred tax assets not recognized	305	21,814
	$	$
Income taxes recovery	-	-

At September 30, 2024, the Corporation has non-capital losses for income tax purposes of approximately $80,104 which can be carried forward to be applied against future taxable income. These losses expire to the extent unutilized against future taxable income in 2044. The Corporation has not recorded deferred tax assets related to these unused carry forward losses as it is not probable that future taxable profits will be available against which these can be deducted.

POCML 7 INC.

(a Capital Pool Corporation)

Management's Discussion and Analysis

For the Period Ended: September 30, 2024

Date of Report: January 28, 2025

This management's discussion and analysis of the financial condition and results of operation ("MD&A") of POCML 7 Inc. ("POCML" or the "Company") should be read in conjunction with POCML's financial statements and notes thereto for the year ended September 30, 2024.

All financial data in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). All dollar amounts in this MD&A are reported in Canadian dollars.

Caution Regarding Forward-Looking Information:

Certain information contained in this MD&A constitutes forward-looking information, which is information regarding possible events, conditions or results of operations of the Company that is based upon assumptions about future economic conditions and courses of action and which is inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information contained in this MD&A includes, without limitation, our expectations regarding anticipated investment activities and results and financing activities, the impact of changes in accounting policies and other factors on our operating results, and the performance of global capital markets and interest rates.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A. The forward-looking information contained in this MD&A is provided as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

Selected forward-looking statements, assumptions, and risk factors are as follows:

Forward-looking statements	Assumptions	Risk factors
The Company proposes to work towards completing a Qualifying Transaction.	The Company expects to identify an asset or business to acquire and close a Qualifying Transaction, on terms favourable to the Company.	The Company’s inability to find a target, the inability to satisfy all of the conditions precedent (due diligence, shareholder and regulatory approval, financing) to complete a Qualifying Transaction, resulting in the Company remaining as a public shell.
The Company’s ability to meet its working capital needs at the current level for the next twelve-month period ending September 30, 2025.	The operating activities of the Company for the twelve-month period ending September 30, 2025, and the costs associated therewith, will be consistent with the Company’s current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions are favourable to the Company.	Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; regulatory compliance and changes in regulatory compliance and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic conditions; ongoing uncertainties relating to the COVID-19 virus.

Nature of the Business and Incorporation:

POCML was incorporated under the Business Corporations Act (Ontario) on December 31, 2021 and is classified as a Capital Pool Company, as defined in the Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Company's continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders' approval.

The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm's-length transaction, of the majority of the minority shareholders.

The Company is domiciled in the province of Ontario, Canada and the head office and the registered head office of the Company is located at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4.

The Company currently has one employee, Pat DiCapo, who is the Chief Executive Officer and Chief Financial Officer.

Operational Highlights

The Company has no revenues, so its ability to ensure continuing operations is dependent on it completing a Qualifying Transaction. At September 30, 2024, the Company had a net working capital of $576,613 (September 30, 2023 – $572,586). The Company had cash and cash equivalents of $598,838 (September 30, 2023 – $593,283). Working capital increased during year ended September 30, 2024 due to interest earned on cash raised from the issuance of common shares.

The Company has sufficient capital to meet its ongoing operating expenses and continue to meet its obligations on its current projects for the twelve-month period ending September 30, 2025. Management may increase or decrease budgeted expenditures depending on results and ongoing volatility in the economic environment. See "Liquidity and Capital Resources" below.

Results of Operations – Three months ended – September 30, 2024

The Company recorded a net loss and comprehensive loss of $8,654 (September 30, 2023 – $7,232) during the three months ended September 30, 2024.

The net loss for the three months ended September 30, 2024 is represented by the following expenses incurred in the period:

Interest income	$ (7,044)
Operating, general and administrative	450
Professional Fees	15,248
	$ 8,654

The Company, during the three month period ended September 30, 2024 incurred expenses related to ongoing administration.

Results of Operations – year ended September 30, 2024

The Company recorded a net loss and comprehensive loss of $1,151 ($125,694) during the year ended September 30, 2024.

The loss for the year ended September 30, 2024 is represented by the following expenses incurred in the period:

Interest income	$ (23,902)
Operating, general and administrative	9,370
Professional Fees	15,683
	$ 1,151

The Company, during the year ended September 30, 2024, incurred expenses related to ongoing administration, as well as listing and filing fees all relating to the Company's listing on the Exchange and included in Office and general (see information elsewhere in this MD&A).

Liquidity and capital resources

As at September 30, 2024, the Company had cash of $598,838, and as of September 30, 2023, the Company had cash of $593,283.

As of September 30, 2024 the Company had total liabilities of $36,804, and as at September 30, 2023 had total liabilities of $33,656.

Shareholder equity increased to $576,613 as at September 30, 2024 (September 30, 2023 - $572,586).

Quarterly Financial Results

Quarter Ended	Revenue	Income / (Loss)	Income/ (Loss) per share
September 30, 2024	-	(8,654)	(0.00)
June 30, 2024	-	5,536	(0.00)
March 31, 2024	-	(3,403)	(0.00)
December 31, 2023	-	5,370	(0.00)
September 30, 2023	-	(7,232)	(0.00)
June 30, 2023	-	(7,293)	(0.00)
March 31, 2023	-	(1,829)	(0.00)
December 31, 2022	-	(109,340)	(0.01)
September 30, 2022	-	(20,550)	(0.06)

Segmented Information

The Company has a single reportable geographic segment – Canada – and all of the Company's assets are located in Canada.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Investor Relations

During the year ended September 30, 2024, the Company's management handled the Company's investor relations activities.

Outstanding Share Capital as at September 30, 2024

(a) Authorized

Unlimited number of common shares
Unlimited number of special shares

(b) Issued

11,056,320 common shares
$634,366

(b.1) IPO shares

On November 16, 2022, the Company completed an Initial Public Offering (the "Offering") of 2,500,000 common shares at $0.10 per common share for gross proceeds of $250,000 pursuant to a prospectus dated November 07, 2022. The Company paid share issuance costs of $39,857 and prior to listing, granted the agent 175,000 compensation options to purchase common shares at a price of $0.10 per common share for a period ending twenty-four months from the date the Company's common shares are listed on the Exchange. The cash raised from the Offering will be primarily used to pursue a Qualifying Transaction.

On November 16, 2022, at the closing of the Offering and prior to listing, the Company granted stock options to directors and officers of the Company to acquire up to an aggregate of 1,100,000 common shares at an exercise price of $0.10 valued at $83,233 expiring after five years on November 16, 2027, vesting immediately.

(b.2) Escrowed shares:

On September 19, 2022 the Company issued 8,500,000 common shares at $0.05 per share for total proceeds of $425,000.

(b.3) Common shares:

On August 2, 2023 the Corporation issued an aggregate of 4,536 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.

On March 22, 2024 the Corporation issued an aggregate of 51,784 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.

Transactions with Related Parties

Key management personnel and directors received $nil (2023 – $83,233) of stock based compensation during the year ended September 30, 2024.

There were no other transactions with related parties and no remuneration was paid to key management personnel during the years ended September 30, 2024 and September 30, 2023.

Financial Instruments

The carrying values of cash, amounts receivable, and accounts payable and accrued liabilities approximate fair value due to the relatively short term maturities of these instruments.

Management of Capital

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes equity, comprised of issued common shares, in the definition of capital.

The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

Contingency

There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company's shares from trading.

Risk Disclosures and Fair Value

The Company's financial instruments, consisting of cash, amounts receivable and accounts payable and accrued liabilities approximates fair value due to the relatively short term maturities of the instrument. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Outlook

Management believes the Company is well positioned to seek and complete a qualifying transaction. The Company believes that it has sufficient cash and capital resources.

POCML 7 INC.
(a Capital Pool Corporation)

Unaudited Condensed Interim Financial Statements

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2025 AND 2024

(Stated in Canadian Dollars)

Notice of No Auditor Review of Unaudited Condensed Interim Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements of the Corporation have been prepared by and are the responsibility of the Corporation's management.

The Corporation's independent auditor has not performed a review of these unaudited condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada (CPA Canada) for a review of interim financial statements by an entity's auditor.

POCML 7 INC.
(a Capital Pool Corporation)
Unaudited Condensed Interim Statements of Financial Position
As at June 30, 2025 and September 30, 2024
(Stated in Canadian Dollars)

	2025	2024
	June 30	September 30
(Audited)
Assets
Current assets
Cash and cash equivalents	$604,627	$ 598,838
Interest receivable	$4,975	14,579
Total assets	609,602	613,417
Liabilities
Current liabilities
Accounts payable & accrued liabilities	24,420	36,804
Total liabilities	24,420	36,804
Shareholders' equity
Share capital (Note 4)	638,725	634,366
Contributed surplus (Note 4)	88,113	89,642
Accumulated deficit	(141,656)	(147,395)
Total shareholders' equity	585,182	576,613
Total liabilities and shareholders' equity	$ 609,602	$ 613,417

Incorporation and Nature of Business (Note 1)

Approved on Behalf of the Board:

"David D'Onofrio" (signed)
David D'Onofrio
Director

"Adam Parsons" (signed)
Adam Parsons
Director

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

POCML 7 INC.

(a Capital Pool Corporation)

Unaudited Condensed Interim Statements of Comprehensive (Income)/Loss

For the three and nine months ended June 30, 2025 and 2024

(Stated in Canadian Dollars)

	Three months ended June 30, 2025	Three months ended June 30, 2024	Nine months ended June 30, 2025	Nine months ended June 30, 2024
Expenses
Operating, general and administrative	$ 475	$ 6	$ 9,561	$ 8,920
Professional Fees	-	-	-	435
Total expenses for the period	475	6	9,561	9,335
Interest Income	(3,856)	(5,542)	(15,300)	(16,858)
Total comprehensive (gain)/loss	(3,381)	(5,536)	(5,739)	(7,503)
Net (income)/loss per common share
Basic (earnings)/loss per share	$0.00	$0.00	($0.00)	($0.00)
Fully diluted earnings per share	$0.00	$0.00	($0.00)	($0.00)
Weighted average of number of common shares
Basic	11,084,625	11,056,320	11,080,046	11,023,624
Fully diluted	12,184,625	12,275,000	12,180,046	12,275,000

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

POCML 7 INC.

(a Capital Pool Corporation)

Unaudited Condensed Interim Statements of Changes in Shareholder's Equity

For the nine months ended June 30, 2025 and 2024

(Stated in Canadian Dollars)

	Note	Number of Shares	Share Capital	Contributed Surplus	Accumulated Deficit	Shareholders' Equity
			$	$	$	$
Balance at September 30, 2023	4	11,004,536	626,392	92,438	(146,244)	572,586
Shares issued – warrants exercised	4	51,784	7,974	(2,796)	-	5,178
Net gain for the period		-	-	-	7,503	7,503
Balance at June 30, 2024		11,056,320	634,366	89,642	(138,741)	585,267
Balance at September 30, 2024		11,056,320	634,366	89,642	(147,395)	576,613
Shares issued – warrants exercised	4	28,305	4,359	(1,529)	-	2,830
Net gain for the period		-	-	-	5,739	5,739
Balance at June 30,2025		11,084,625	638,725	88,113	(141,656)	585,182

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

POCML 7 INC.
(a Capital Pool Corporation)
Unaudited Condensed Interim Statements of Cash Flows
For the nine months ended June 30, 2025 and 2024
(Stated in Canadian Dollars)

	Nine months ended June 30, 2025	Nine months ended June 30, 2024
Cash flows used in operating activities:
Gain for the period	$ 5,739	$ 7,503
Changes in non-cash working capital:
Interest receivable *	9,604	5,372
Accounts payable & accrued liabilities	(12,384)	(12,550)
Cash provided by/(used in) operating activities	2,959	325
Financing
Net proceeds from exercise of warrants (Note 4)	2,830	5,178
Cash provided by financing activities	2,830	-
Net change in cash and cash equivalents	5,789	5,503
Cash and cash equivalents, beginning of the period	598,838	593,283
Cash and cash equivalents, end of period	$ 604,627	$ 598,786

The company received $20,817 (2024 - $22,164) interest payment.

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Unaudited Condensed Interim Financial Statements
For the three and nine months ended June 30, 2025 and 2024
(Stated in Canadian Dollars)

1. INCOPORATION AND NATURE OF BUSINESS

The head office and the registered head office of the Corporation is located at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4.

The unaudited condensed interim financial statements for the three and nine month periods ended June 30, 2025 and 2024 were approved by the Board of Directors on August 29, 2025.

POCML 7 INC.
(a Capital Pool Corporation)

Notes to Unaudited Condensed Interim Financial Statements
For the three and nine months ended June 30, 2025 and 2024
(Stated in Canadian Dollars)

BASIS OF PRESENTATION

Statement of Compliance

The unaudited condensed interim financial statements were prepared in accordance with International Accounting Standards (“IAS”) 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with the IFRS® Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of Presentation

The condensed unaudited interim financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVPTL”), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these unaudited condensed interim financial statements.

Functional and presentation currency

The condensed unaudited interim financial statements are presented in Canadian dollars (“CAD”), which is the Corporation’s functional and presentation currency.

Use of Estimates

The preparation of condensed unaudited interim financial statements in conformity with IFRS requires management to make estimates and assumptions which affect the reported amounts of the Corporation’s assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results may differ from those estimates used financial statements. A key source of measurement uncertainty is stock-based compensation. Determining the fair value of equity-settled stock-based compensation awards at the grant date requires estimating the expected term of stock options, the expected volatility of the Corporation’s stock, the expected dividends and the number of stock-based awards that are expected to be forfeited.

MATERIAL ACCOUNTING POLICIES

The financial framework and accounting policies applied in the preparation of these condensed unaudited interim financial statements are consistent with those as disclosed in its most recently completed audited financial statements for the fiscal year ended September 30, 2024.

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Unaudited Condensed Interim Financial Statements
For the three and nine months ended June 30, 2025 and 2024
(Stated in Canadian Dollars)

4. SHARE CAPITAL

Authorized

Unlimited number of common shares
Unlimited number of special shares

Issued Share Capital

Escrowed Shares

On December 31, 2021, the Corporation issued 1 common share at $0.05 per common share for total proceeds of $0.05.

On September 19, 2022, 1 common share was donated back to the Corporation for cancellation and 8,500,000 common shares were issued at a price of $0.05 per share for gross proceeds of $425,000.

Initial Public Offering

POCML 7 INC.
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three and nine months ended June 30, 2025 and 2024
(Stated in Canadian Dollars)

4. SHARE CAPITAL (continued)

Common Shares

On August 2, 2023 the Corporation issued an aggregate of 4,536 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.

On March 22, 2024 the Corporation issued an aggregate of 51,784 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.

On November 14, 2024 the Corporation issued an aggregate of 28,305 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $2,830.

Contributed Surplus

The following table reflects the continuity of stock options and compensation warrants:

	Number of stock options and compensation warrants	Weighted average exercise price ($)	Fair Value ($)
Balance at September 30, 2022	-	-	-
Compensation warrants issued November 16, 2022 (i)	175,000	0.10	9,450
Compensation warrants exercised August 2, 2023	(4,536)	0.10	(245)
Options issued November 16, 2022 (ii)	1,100,000	0.10	83,233
Balance at September 30, 2023	1,270,464	0.10	92,438
Compensation warrants exercised March 22, 2024	(51,784)	0.10	(2,796)
Balance at September 30, 2024	1,218,680	0.10	89,642
Compensation warrants exercised November 14, 2024	(28,305)	0.10	(2,796)
Compensation warrants expired November 16, 2024	(90,375)	0.10	(4,880)
Balance June 30, 2025	1,100,000	0.10	83,233

POCML 7 INC.

(a Capital Pool Corporation)

Notes to Unaudited Condensed Interim Financial Statements
For the three and nine months ended June 30, 2025 and 2024
(Stated in Canadian Dollars)

4. SHARE CAPITAL (continued)

(i) On November 16, 2022, prior to listing, the Corporation granted 175,000 compensation common share purchase warrants to the agent, which are exercisable at an exercise price of $0.10 for a period of two years from the date of grant. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.10, dividend yield 0%, risk-free interest rate of 4.06%, expected volatility of 100% and an expected life of two years. The value attributed to these warrants is $9,450. These warrants expired November 16, 2024.

(ii) On November 16, 2022, prior to listing, the Corporation granted 1,100,000 options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.10 per share, vesting immediately. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.10, dividend yield 0%, risk-free interest rate of 3.14%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $83,233.

On November 14, 2024 the Corporation issued an aggregate of 28,305 common shares pursuant to a compensation warrant exercise, resulting in the fair value of $1,528 reallocation from contributed surplus to share capital.

The following table reflects stock options and compensation warrants issued and outstanding as of June 30, 2025:

Expiry Date	Exercise Price	Weighted Average Remaining Contractual Life (years)	Number of Options and Warrants Outstanding	Number of Options and Warrants Vested (Exercisable)
November 16, 2027	$0.10	2.38	1,100,000	1,100,000
	$0.10	2.38	1,100,000	1,100,000

POCML 7 INC.
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three and nine months ended June 30, 2025 and 2024
(Stated in Canadian Dollars)

5. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

Capital management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of issued common shares, in the definition of capital.

Risk disclosures and fair values

The Corporation's financial instruments carried at amortized cost, consist of accounts payable and accrued liabilities which approximate fair value due to the relatively short term maturities of the instrument. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

6. RELATED PARTY TRANSACTIONS

There were no transactions with related parties and no remuneration was paid to key management personnel during the nine months period ended June 30, 2025 and 2024.

POCML 7 INC.

(a Capital Pool Corporation)

Management's Discussion and Analysis

For the Period Ended: June 30, 2025

Date of Report: August 29, 2025

Caution Regarding Forward-Looking Information:

Selected forward-looking statements, assumptions, and risk factors are as follows:

Forward-looking statements	Assumptions	Risk factors
The Company proposes to work towards completing a Qualifying Transaction.	The Company expects to identify an asset or business to acquire and close a Qualifying Transaction, on terms favourable to the Company.	The Company’s inability to find a target, the inability to satisfy all of the conditions precedent (due diligence, shareholder and regulatory approval, financing) to complete a Qualifying Transaction, resulting in the Company remaining as a public shell.
The Company’s ability to meet its working capital needs at the current level for the next twelve-month period ending June 30, 2026.	The operating activities of the Company for the twelve-month period ending June 30, 2026 and the costs associated therewith, will be consistent with the Company’s current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions are favourable to the Company.	Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; regulatory compliance and changes in regulatory compliance and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic conditions; ongoing uncertainties relating to the COVID-19 virus.

Nature of the Business and Incorporation:

The Company is domiciled in the province of Ontario, Canada and the head office and the registered head office of the Company is located at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4.

The Company currently has one employee, Pat DiCapo, who is the Chief Executive Officer and Chief Financial Officer.

Operational Highlights

The Company has no revenues, so its ability to ensure continuing operations is dependent on it completing a Qualifying Transaction. At June 30, 2025 the Company had a net working capital of $585,182 (September 30, 2024 – $576,613). The Company had cash and cash equivalents of $604,627 (September 30, 2024 – $598,838). Working capital increased during nine months ended June 30th, 2025 due to interest earned on cash raised from the issuance of common shares.

The Company has sufficient capital to meet its ongoing operating expenses and continue to meet its obligations on its current projects for the twelve-month period ending March 31, 2026. Management may increase or decrease budgeted expenditures depending on results and ongoing volatility in the economic environment. See "Liquidity and Capital Resources" below.

Results of Operations – Three months ended – June 30, 2025

The Company recorded a net gain and comprehensive gain of $3,381 (June 30, 2024 – $5,536) during the three months ended June 30, 2025.

The net gain for the three months ended June 30, 2025 is represented by the following income and expenses incurred in the period:

Interest income	$ 3,85
Operating, general and administrative	(475)
	$ 3,381

The Company, during the three month period ended June 30, 2025 incurred expenses related to ongoing administration.

Results of Operations – Nine months ended – June 30, 2025

The Company recorded net income and comprehensive income of $5,739 (June 30, 2024 – $7,503) during the nine months ended June 30, 2025.

The net income for the nine months ended June 30, 2025 is represented by the following income and expenses incurred in the period:

Interest income	$ 15,300
Operating, general and administrative	(9,561)
	$ 5,739

The Company, during the nine month period ended June 30, 2025 incurred expenses related to ongoing administration.

Liquidity and capital resources

As at June 30, 2025, the Company had cash of $604,627 (September 30, 2024 – $598,838).

As of June 30, 2025 the Company had total liabilities of $24,420 (September 30, 2024 – $36,804).

Shareholder equity increased to $585,182 as at June 30, 2025 (September 30, 2024 – $576,613).

Quarterly Financial Results

Quarter Ended	Revenue	Income / (Loss)	Income/ (Loss) per share
June 30, 2025	-	3,381	(0.00)
March 31, 2025	-	(3,720)	(0.00)
December 31, 2024	-	6,078	0.00
September 30, 2024	-	(8,654)	(0.00)
June 30, 2024	-	5,536	0.00
March 31, 2024	-	(3,403)	(0.00)
December 31, 2023	-	5,370	0.00
September 30, 2023	-	(7,232)	(0.00)
June 30, 2023	-	(7,293)	(0.00)

Segmented Information

The Company has a single reportable geographic segment – Canada – and all of the Company's assets are located in Canada.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Investor Relations

During the nine months ended June 30, 2025, the Company's management handled the Company's investor relations activities.

Outstanding Share Capital as at June 30, 2025

(a) Authorized

Unlimited number of common shares
Unlimited number of special shares

(b) Issued

11,084,625 common shares
$638,725

(b.1) IPO shares

from the date the Company's common shares are listed on the Exchange. The cash raised from the Offering will be primarily used to pursue a Qualifying Transaction.

(b.2) Escrowed shares:

On September 19, 2022 the Company issued 8,500,000 common shares at $0.05 per share for total proceeds of $425,000.

(b.3) Common shares:

On August 2, 2023 the Corporation issued an aggregate of 4,536 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.

On March 22, 2024 the Corporation issued an aggregate of 51,784 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.

On November 14, 2024 the Corporation issued an aggregate of 28,305 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $2,830.

Transactions with Related Parties

There were no transactions with related parties during the nine months ended June 30, 2025 and 2024.

Financial Instruments

The carrying values of cash, amounts receivable, and accounts payable and accrued liabilities approximate fair value due to the relatively short term maturities of these instruments.

Management of Capital

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes equity, comprised of issued common shares, in the definition of capital.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

Contingency

Risk Disclosures and Fair Value

Outlook

Management believes the Company is well positioned to seek and complete a qualifying transaction. The Company believes that it has sufficient cash and capital resources.

AI assistant

POCML 7 Inc. — Proxy Solicitation & Information Statement 2025

48422_rns_2025-12-19_5b8dd190-4246-4058-832d-8342c9f01349.pdf

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PROPOSED QUALIFYING TRANSACTION

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE PROPOSED QUALIFYING TRANSACTION

PARTICULARS OF MATTERS TO BE ACTED UPON

1. RECEIPT OF FINANCIAL STATEMENTS

2. APPOINTMENT OF AUDITOR

3. ELECTION OF DIRECTORS FOR THE ENSUING YEAR

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. APPROVAL AND CONFIRMATION OF STOCK OPTION PLAN

"BE IT RESOLVED THAT:

5. ELECTION OF NEW SLATE OF DIRECTORS SUBJECT TO THE COMPLETION OF THE PROPOSED QUALIFYING TRANSACTION

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

Director Resolution

6. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT CONSOLIDATION

7. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT NAME CHANGE

8. CREATION OF PREFERRED SHARES

9. APPROVAL OF CONTINUANCE FROM ONTARIO TO BRITISH COLUMBIA

Continuance under the Business Corporations Act (British Columbia)

Comparison of the BCBCA and the OBCA

Charter Documents

Sale of a Corporation's Undertaking

Ability to set necessary levels of shareholder consent

Amendments to the Charter Documents of a Corporation

Rights of Dissent and Appraisal

Oppression Remedies

Shareholder Derivative Actions

Requisition of Meetings

Form of Proxy and Information Circular

Place of Meetings

Directors

Dissenting Shareholders

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

Compensation Discussion and Analysis

Summary Compensation Table

Stock Options and Other Compensation Securities

Stock Option Plan and Other Incentive Plans

Employment, Consulting and Management Agreements

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

AUDIT COMMITTEE INFORMATION REQUIRED IN THE CIRCULAR OF A VENTURE ISSUER

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

David D'Onofrio, Director

Adam Parsons, Director

Pat DiCapo, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Audit Committee Oversight

Audit Fees

INTEREST OF INFORMED PERSON IN MATERIAL TRANSACTIONS

STATUTORY RIGHTS

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

ADDITIONAL INFORMATION

GENERAL

BY ORDER OF THE BOARD

PREFERRED SHARE RESOLUTION

ARTICLES

POCML 7 Inc. Proxy Solicitation & Information Statement 2025