POCML 7 Inc. — Proxy Solicitation & Information Statement 2025

Dec 19, 2025

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:

1. 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;
2. to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
3. to elect the directors for the ensuing year;
4. to to approve and confirm the stock option plan of the Company;
5. 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;
6. 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;
7. 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;
8. 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;
9. 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
10. 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.

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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

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