RED WHITE & BLOOM BRANDS INC.

Notice

and

Information Circular

Annual General Meeting
to be held on June 27, 2025

RED WHITE & BLOOM BRANDS INC.

SUITE 1890 – 1075 WEST GEORGIA STREET

VANCOUVER, BC V6E 3C9

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Shares”) of Red White & Bloom Brands Inc. (the “Company”) will be held at Suite 1890 – 1075 West Georgia Street, Vancouver, BC on Friday, June 27, 2025 at 8:00 a.m. (Pacific Time) for the following purposes:

to receive the financial statements of the Company for the years ended December 31, 2024 and December 31, 2023, together with the auditor’s report thereon;
to fix the number of directors at six (6);
to elect directors of the Company for the ensuing year;
to appoint Williams & Partners, LLP, as auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to Williams & Partners, LLP; and
to transact such other business as may properly be put before the Meeting or any adjournment or postponement thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice.

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the “Notice-and-Access Provisions”) for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Information Circular, the Company’s 2024 and 2023 audited financial statements and the related management’s discussion and analysis, and any additional materials (collectively, the “Meeting Materials”) online. Shareholders will still receive this Notice of Meeting, a form of proxy and request for financial information form and may choose to receive a paper copy of the Meeting Materials.

The Company will not use the procedure known as ‘stratification’ in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some Shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Meeting Materials.

PLEASE REVIEW THE INFORMATION CIRCULAR CAREFULLY IN FULL PRIOR TO VOTING IN RELATION TO THE RESOLUTIONS BEING PRESENTED, AS THE INFORMATION CIRCULAR HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION ON THE MATTERS. THE INFORMATION CIRCULAR IS AVAILABLE AT WWW.REDWHITEBLOOM.COM AND UNDER THE COMPANY’S PROFILE ON SEDAR+ AT WWW.SEDARPLUS.CA, ANY SHAREHOLDER WHO WISHES TO RECEIVE A PAPER COPY OF THE MEETING MATERIALS (INCLUDING THE INFORMATION CIRCULAR) SHOULD CONTACT THE COMPANY AT SUITE 1890, 1075 WEST GEORGIA STREET, VANCOUVER, BC, V6E 3C9, BY FAX AT 604-687-3141, BY TELEPHONE TOLL FREE AT 1-888-787-0888 OR BY EMAIL AT [email protected], SHAREHOLDERS MAY ALSO USE THE TOLL FREE NUMBER NOTED ABOVE TO OBTAIN ADDITIONAL INFORMATION ABOUT THE NOTICE-AND-ACCESS PROVISIONS.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please complete, date and execute the accompanying form of proxy and deposit it c/o Endeavor Trust Corporation, by any of the following methods: by mail: Suite 702, 777 Hornby Street, Vancouver, BC, V6Z 1S4; by fax: (604) 559-8908; or online: www.eProxy.ca not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

If you are a non-registered Shareholder of the Company and received these materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan retirement income

fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting in person. To access the Meeting by teleconference, dial toll free at 1-877-407-8816, Participation Code: 77783, followed by the # key.

DATED at Toronto, Ontario, the 13th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

Signed: "Bradley Rogers"

Bradley Rogers
Chief Executive Officer

RED WHITE & BLOOM BRANDS INC.

SUITE 1890 – 1075 WEST GEORGIA STREET

VANCOUVER, BC V6E 3C9

INFORMATION CIRCULAR

(as at May 13, 2025 except as otherwise indicated)

SOLICITATION OF PROXIES

This information circular (the “Information Circular”) is provided in connection with the solicitation of proxies by the management of Red White & Bloom Brands Inc. (the “Company”) in connection with the annual general meeting of shareholders to be held on Friday, June 27, 2025 (the “Meeting”). For the purposes of this Information Circular, “Management” means the executive officers of the Company, including the Chief Executive Officer, President, Chief Financial Officer, and any other officers or employees responsible for the day-to-day management of the Company. The form of proxy which accompanies this Information Circular (the “Proxy”) is for use at the Meeting, at the time and place set out in the accompanying notice of meeting (the “Notice of Meeting”). The Company will bear the cost of this solicitation, which will be made by mail and may also be made by telephone.

GENERAL PROXY INFORMATION

Revocability of Proxies

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by either:

(a) executing a proxy bearing a later date; or
(b) executing a valid notice of revocation, either of the foregoing to be executed by the registered Shareholder or the Shareholder’s authorized attorney in writing, or, if the Shareholder is a company, under its corporate seal by an officer or attorney duly authorized, and by depositing the Proxy bearing a later date with Endeavor Trust Corporation, or at the address of the registered offices of the Company at Suite 1890, 1075 West Georgia Street, Vancouver, BC V6E 3C9, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the date that precedes any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
(c) by the registered Shareholder personally attending the Meeting and voting the registered Shareholder’s Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Appointment of Proxyholders

A Shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who need not be Shareholders, to attend and act at the Meeting for the Shareholder on the Shareholder’s behalf.

The individuals named in the accompanying form of proxy (the “Proxy”) are directors and/or officers of the Company (the “Management Designees”). If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting other than either of the Management Designees. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

A proxy will not be valid unless the completed, signed and dated form of proxy is delivered to the office of Endeavor Trust Corporation, by any of the following methods: by mail: Suite 702, 777 Hornby Street, Vancouver, BC,

V6Z 1S4 or by fax: (604) 559-8908 or online: www.eproxy.ca not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Exercise of Discretion

The Management Designees named in the Proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the Shareholder on any ballot that may be called for. The Proxy will confer discretionary authority on the nominees named therein with respect to:

a. each matter or group of matters identified therein for which a choice is not specified other than the appointment of an auditor and the election of directors,
b. any amendment to or variation of any matter identified therein, and
c. any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the Management Designees will vote the Shares represented by the Proxy at their own discretion for the approval of such matter.

As of the date of this Information Circular, Management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting, each Management Designee intends to vote thereon in accordance with the Management Designee’s best judgment.

Proxy Voting Options

If you are a registered Shareholder, you may elect to submit a proxy in order to vote whether or not you are able to attend the Meeting in person. In order to vote by mail, you must complete, date and sign the Proxy and return it to the Company’s transfer agent, Endeavor Trust Corporation, by any of the following methods: by mail: Suite 702, 777 Hornby Street, Vancouver, BC, V6Z 1S4; or by fax: (604) 559-8908; or online: www.eproxy.ca at any time up to and including 8:00 am Pacific Time on June 25, 2025.

Notice-and-Access

Notice-and-Access is a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered holders and beneficial owners of its securities by posting such materials on a non-SEDAR+ website (usually the reporting issuer’s website and sometimes the transfer agent’s website) rather than delivering such materials by mail. The notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the “Notice-and-Access Provisions”) can be used to deliver materials for both special and general meetings.

The use of the Notice-and-Access Provisions is intended to reduce paper waste and mailing costs to the issuer. In order for the Company to utilize the Notice-and-Access Provisions to deliver proxy-related materials, the Company must send a notice to Shareholders indicating that the proxy-related materials for the Meeting have been posted electronically on a website that is not SEDAR+ and explaining how a Shareholder can access them or obtain a paper copy of those materials. Upon request, beneficial owners are entitled to delivery of a paper copy of the Information Circular at the reporting issuer’s expense. This Information Circular and other materials related to the Meeting have been posted in full on the Company’s Meeting website at https://www.redwhitebloom.com and under the Company’s SEDAR+ profile at www.sedarplus.ca.

In order to use the Notice-and-Access Provisions, a reporting issuer must set the record date for the meeting at least 40 days prior to the meeting to ensure there is sufficient time for the materials to be posted on the applicable website and the notice of meeting and form of proxy to be delivered to Shareholders. The requirements for the notice of meeting are that the Company shall provide basic information about the Meeting and the matters to be voted on, explain how a Shareholder can obtain a paper copy of this Information Circular, and explain the Notice-and-Access process. The Notice of Meeting, containing this information, has been delivered to Shareholders by the Company,

along with the applicable voting document (a form of proxy in the case of registered Shareholders or a voting instruction form in the case of non-registered Shareholders).

The Company will not rely upon the use of ‘stratification’. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some, but not all, of its Shareholders, along with the notice of meeting. In relation to the Meeting, all Shareholders will receive the documentation required under the Notice-and-Access Provisions and all documents required to vote at the Meeting. No Shareholder will receive a paper copy of this Information Circular from the Company or any intermediary unless such Shareholder specifically requests same.

The Company will be delivering proxy-related materials to NOBOs and OBOs indirectly through the use of intermediaries. The Management of the Company does not intend to pay for Intermediaries to OBOs, the meeting materials, and that in the case of an OBO, the OBO will not receive the meeting materials unless the OBO’s Intermediary assumes the cost of delivery.

Any Shareholder who wishes to receive a paper copy of this Information Circular may contact the Company in writing by mail at: Suite 1890, 1075 West Georgia Street, Vancouver, BC, V6E 3C9; or by fax at 604-687-3141.

In order to ensure that a paper copy of this Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review this Information Circular and return a proxy or voting instruction form so that it is received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment of the Meeting, it is strongly suggested that a Shareholder ensure their request is received no later than June 13, 2025. All Shareholders may call toll free at 1-888-787-0888 in order to obtain additional information about the Notice-and-Access Provisions or to obtain a paper copy of this Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

Advice to Beneficial Holders of Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. These shareholders are referred to as “Beneficial Shareholders”.

A “Beneficial Shareholder” means a person who beneficially owns Shares but whose Shares are registered in the name of an intermediary such as a broker, investment dealer, bank, trust company, trustee, nominee, or clearing agency.

Beneficial Shareholders should note that only Proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting.

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings unless the Beneficial Shareholders have waived the right to receive meeting material. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting.

If you are a Beneficial Shareholder, the form of proxy supplied to you by your broker (or its agent) is similar to the form of Proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Communications Solutions Canada (“Broadridge”) in the United States and in Canada. Broadridge mails a voting instruction form in lieu of a proxy provided by the Company. The voting instruction form will name the Management Designees to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the

blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote Shares directly at the Meeting. It must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted.

Alternatively, you may request in writing that your broker send you a legal Proxy which would enable you, or a person designed by you, to attend at the Meeting and vote your Shares.

Management of the Company does not intend to pay for intermediaries to forward to objecting beneficial owners ("OBOs") under NI 54-101 the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and, in the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

Financial Statements

The audited financial statements of the Company for the years ended December 31, 2024 and 2023, together with the auditor's report on those statements and Management Discussion and Analysis, will be presented to the Shareholders at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As at May 13, 2025, (the "Record Date"), the Company's authorized capital consists of an unlimited number of Shares and an unlimited number of Preferred shares without par value. As at the Record Date, there were 470,221,901 Shares issued and outstanding. Each Share in the capital of the Company carries the right to one vote.

Shareholders registered as at the Record Date are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and executive officers of the Company, only the following shareholder owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the outstanding voting rights of the Company.

Shareholder Name	Number of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly (1)(2)	Percentage of Outstanding Shares
CDS & Co	338,914,205 Shares(3)	72.07%

(1) This information was supplied to the Company from insider reports and beneficial ownership reports filed on SEDI, and from the beneficial shareholders themselves.
(2) The holdings represent registered and beneficial ownership, and for the purposes hereof, beneficial ownership is presumed where sole voting and dispositive power is declared without disclaiming ownership.
(3) CDS & CO is a share depository, the beneficial ownership of which is unknown to the Company.

SETTING NUMBER OF DIRECTORS

The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at six (6). The Board proposes that the number of directors be fixed at six (6). Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected be fixed at six (6).

Management recommends the approval of fixing the number of directors at six (6). Unless otherwise directed, the Management Designees, if named as proxy, intend to vote the Shares represented by any such proxy FOR the resolution setting the number of directors to be elected at the meeting at six (6).

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of shareholders or until their successors are duly elected or appointed. The Management of the Company proposes to nominate the individuals listed below for election as directors of the Company to serve until their successors are elected or appointed. All of the nominees are currently serving as directors and have consented to stand for re-election.

In the absence of instructions to the contrary, proxies received pursuant to this solicitation will be voted FOR the election of the nominees listed in this Circular. If, prior to the Meeting, any nominee becomes unable or unwilling to serve, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion, provided such substitute nominee is permitted under applicable law and the articles of the Company.

The Company has not adopted a majority voting policy for the election of directors. Under the Company's articles and applicable corporate law, a nominee is elected if they receive more votes cast "for" than "withheld." While majority voting policies are considered best practice, they are not required under securities legislation for venture issuers. The Board has considered implementing such a policy but believes that, given the Company's current size, development stage, and shareholder base, the existing framework provides adequate accountability for director elections. The Board will continue to evaluate evolving governance practices, including majority voting, on an ongoing basis.

The following table sets out the names of the nominees for election as directors, their current positions with the Company, principal occupations, the date they became directors, and the number of common shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised, as of the date of this Information Circular.

Name, province or state and country of residence and position, if any, held in the Company	Principal occupation during the past five years	Served as director of the Company since	Number of shares of the Company beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}
Bradley Rogers
Ontario, Canada
CEO, Director	Prior to the business combination agreement between Tidal Royalty Corp. (“Tidal”) and MichiCann Medical Inc. (“MichiCann”) to form the Company, Mr. Rogers acted as Michicann’s Chief Executive Officer and previously served as President of one of Canada’s leading licensed cannabis producers. Under Mr. Roger’s direction, the company created the Canadian cannabis market’s Gold Standard by producing quality, pharmaceutically standardized product across flower and extract. A recognized expert in cannabis production and a creative brand-building marketer, Mr. Rogers was instrumental in leading the company into early profitability. He was the driving force behind its capital raises and IPO that peaked at a $1.5 billion market cap. In addition, Mr. Rogers was part of the team that built one of the first ever commercially scaled cannabis production facilities in the world (for medicinal cannabis use) in 2014. That company (Metrum) was successfully sold in 2016 to Canopy Growth (NYSE: WEED) for over $450 million.

Mr. Rogers holds an MBA from the Richard Ivey School of Business, proudly supports Toronto’s Centre for Addiction and Mental Health, the Trillium Gift of Life Network, and Inner City EQAO Mentoring | April 24, 2020 | 5,666,666 Shares |

Name, province or state and country of residence and position, if any, held in the Company	Principal occupation during the past five years	Served as director of the Company since	Number of shares of the Company beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}
Johannes (Theo) van der Linde^{(2)(3)}
British Columbia, Canada
Director	Mr. van der Linde is a Chartered Accountant with 25 years’ extensive finance, administration and public accounting experience in diverse industries including mining, oil & gas, financial services, manufacturing and retail. In recent years, Mr. van der Linde has expanded his focus to include emerging trends in natural resource utilization and disruptive technologies. His global experience encompasses diverse projects across multiple jurisdictions, including South Africa, West Africa, East Africa, Peru, the United Kingdom, Sri Lanka, the United States, Dubai, and Norway. Mr. van der Linde currently acts as a consultant as the President of Executive Management Solutions Ltd.	July 20, 2017	Nil
Michael Marchese
Ontario, Canada
Director	Mr. Marchese was the president, director and co-founder of MichiCann, and played a major role in starting, developing and organizing the company. He also co-founded Aleafia Health Inc. and directed its branding. (TSX: ALEF: OTC: ALEAF, FRA: ARAH). For the past several decades, Mr. Marchese has successfully operated his own branding company, Marchese Design, and has developed identities and communications programs for such leading brands as Aleafia, Tutto Gourmet Foods, V Grace Bay, Turks & Caicos and Royal Group Technologies and its successor company, the Vision Group.	April 24, 2020	6,160,000 Shares
Brendan Purdy^{(2)}
Ontario, Canada
Director	Mr. Purdy is a practicing corporate lawyer in Toronto, Ontario focused on the mining sector. In his private practice, he has developed extensive experience with respect to public companies, capital markets, securities law and other facets fundamental to the natural resources sector. Mr. Purdy is a member of the Law Society of Upper Canada.	July 20, 2017	Nil

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Name, province or state and country of residence and position, if any, held in the Company	Principal occupation during the past five years	Served as director of the Company since	Number of shares of the Company beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}
Colby De Zen
Ontario, Canada
President and Director	Mr. De Zen is a highly experienced executive who currently serves as President and as a Director of the Company. He has a strong educational background, having obtained a Bachelor of Management and Organizational Studies (BMOS) degree with a specialization in Finance from the University of Western Ontario. With a diverse professional background that spans multiple sectors, including real estate, manufacturing, technology, and logistics, Mr. De Zen brings a wealth of experience and knowledge to his role at the Company. He has a proven track record of driving growth and profitability, making him a valuable asset to the Company.	September 19, 2022	11,515,234^{(4)}
Gabriel Bianchi^{(2)}
Ontario, Canada
Director	Mr. Bianchi is a real estate Broker of Record with a 325-person realtor team. He brings 35 years of extensive real estate experience in retail, commercial, industrial, land acquisitions, land assembly and financing. Mr. Bianchi plays a very active role in his community, he has been an active volunteer with the Mackenzie Hospital Fundraising committee for the past 6 years, is a member of the Knights of Columbus and he sits on many local boards.	June 16, 2023	13,878,060

Notes:
(1) The number of Shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by Endeavor Trust Corporation, the registrar and transfer agent of the Company, insider reports filed on SEDI and by the nominees themselves.
(2) A member of the audit committee.
(3) Chair of the audit committee.
(4) Mr. De Zen holds 7,983,395 Shares through C-Point Investments Limited, a company 100% owned by Mr. De Zen.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Unless otherwise directed, the Management Designees, if named as proxy, intend to vote the Shares represented by any such proxy FOR the election of each of the nominees specified above as directors of the Company for the ensuing year.

Corporate Cease Trade Orders or Bankruptcies

Other than as set out below, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the

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relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Purdy served as an independent director of the following companies: Boomerang Oil Inc. which on April 4, 2016 was subject to a cease trade order, Global Gaming Technologies Corp. (formerly Global Blockchain Technologies Corp.), which on January 7, 2020 was subject to a cease trade order, Metaverse Capital Corp. (formerly Global Blockchain Mining Corp.), which on January 7, 2020 was subject to a cease trade order, Transnational Cannabis Ltd. (formerly ICC International Cannabis Corp.), which on July 7, 2020 was subject to a cease trade order, and Rotonda Ventures Corp., which on September 3, 2020 was subject to a cease trade order. All cease trade orders are for failure to file financial statements and are still in effect and were issued by the British Columbia Securities Commission along with corresponding failure to file cease trade orders from any reciprocal provincial securities commission that the companies were reporting to on the same date. Mr. Purdy has resigned from the various companies: from Boomerang Oil Inc. in February 2019, from Global Gaming Technologies Corp. (formerly Global Blockchain Technologies Corp.) in July 2019, from Metaverse Capital Corp. (formerly Global Blockchain Mining Corp.) in November 2019, from Transnational Cannabis Ltd. (formerly ICC International Cannabis Corp.) in June 2020, and currently remains on the Board as a Director of Rotonda Ventures Corp.

The Company is aware that Mr. Purdy has served as a director and/or officer of several reporting issuers that have been subject to outstanding failure-to-file cease trade orders ("FFCTOs"), including Boomerang Oil Inc., Global Gaming Technologies Corp. (formerly Global Blockchain Technologies Corp.), Metaverse Capital Corp. (formerly Global Blockchain Mining Corp.), Transnational Cannabis Ltd. (formerly ICC International Cannabis Corp.), and Rotonda Ventures Corp. These FFCTOs were issued by the British Columbia Securities Commission and reciprocal Canadian securities regulators for failure to file audited financial statements and related continuous disclosure documents within prescribed timelines.

The Board has reviewed the circumstances surrounding each FFCTO and, after discussions with Mr. Purdy and a review of the public filings of the applicable issuers, has determined that:

The FFCTOs primarily arose during periods of financial or operational restructuring and were administrative in nature, without allegations of fraud or misconduct against Mr. Purdy.
Mr. Purdy has fully cooperated with securities regulators in each instance and has since resigned from all but one of the affected boards.
Mr. Purdy continues to bring extensive legal and capital markets expertise.

The Board has implemented appropriate governance measures to manage regulatory risk, including enhanced oversight of the Company's financial reporting obligations.

The Company has also verified that Mr. Purdy is not the subject of any current prohibition orders under applicable securities legislation that would preclude him from serving as a director or officer of a reporting issuer.

Accordingly, the Board believes that Mr. Purdy's continued service as a director is in the best interests of the Company and its Shareholders and does not compromise the Company's ability to meet its regulatory disclosure obligations or maintain its listing status.

Individual Bankruptcies

No director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be

likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

During the fiscal year ended December 31, 2024, and 2023, the Company had three NEOs: Brad Rogers, Chief Executive Officer; Colby De Zen, President; and Edoardo (Eddie) Mattei, Chief Financial Officer and Corporate Secretary.

“Named Executive Officer” means: (a) each CEO, (b) each CFO, (c) the most highly compensated executive officer of the company, including any of its subsidiaries, or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION TABLE

Set out below is a summary of compensation paid or accrued during the Company’s three most recently completed financial years to the Company’s NEOs and directors for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof.

Table of compensation excluding compensation securities
Name and principal position	Year	Salary, consulting fee, retainer, or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Brad Rogers^{(1)}
CEO, Director, former interim CFO	2024
2023	Nil
352,275	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
352,275
Johannes (Theo) van der Linde^{(2)}
Former CFO, former Corporate Secretary and Director	2024
2023	10,000
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	10,000
Nil
Brendan Purdy^{(3)}
Director	2024
2023	10,000
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	10,000
Nil
Michael Marchese^{(4)}
Director	2024
2023	Nil
35,795	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
35,795
Colby De Zen^{(5)}
President & Director	2024
2023	335,000
335,000	167,500
167,500	Nil
Nil	Nil
Nil	Nil
Nil	502,500
502,500
Edoardo (Eddie) Mattei^{(6)}
Chief Financial Officer and Corporate Secretary	2024
2023	335,000
335,000	167,500
167,500	Nil
Nil	9,666
13,400	Nil
Nil	512,166
515,900
Gabriel Bianchi^{(7)}
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

Notes:
1. Mr. Rogers was appointed as a director of the Company of April 24, 2020. Mr. Rogers was appointed as the interim CFO of the Company on April 18, 2022 and resigned as interim CFO on March 16, 2023.

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Mr. van der Linde was appointed as CFO and a director of the Company on July 20, 2017. Mr. van der Linde was appointed as Corporate Secretary of the Company on August 16, 2018. Mr. van der Linde resigned as the CFO on October 21, 2021 and as the Corporate Secretary on March 15, 2023.
Mr. Purdy was appointed as a director of the Company on July 20, 2017. Mr. Purdy was appointed as the interim CEO of the Company on February 22, 2019 and resigned as interim CEO on April 24, 2020.
Mr. Marchese was appointed as a director of the Company any on April 24, 2020.
Mr. De Zen was appointed as a director and as the President of the Company on September 19, 2022.
Mr. Mattei was appointed as the CFO and Corporate Secretary of the Company on March 15, 2023.
Mr. Bianchi was appointed as a director of the Company on June 6, 2023.

Other than as set forth in the foregoing table, the named executive officers and directors have not received, during the most recently completed financial year, compensation pursuant to any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments, any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors, or any arrangement for the compensation of directors for services as consultants or experts.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table sets forth all compensation securities granted or issued to each NEO and director of the Issuer during the last two financial years ended December 31, 2024 and December 31, 2023 for services provided or to be provided, directly or indirectly, to the Issuer or any of its subsidiaries:

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion, or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Edoardo (Eddie) Mattei	Stock Options	1,250,000 stock options
exercisable into 1,250,000 common shares representing 0.03% of the common shares outstanding	March 15, 2023	$0.10	$0.10	$0.04 December 31, 2023	March 15, 2033

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NAMED EXECUTIVE OFFICERS

No compensation securities were exercised by any director or NEO during the year ended December 31, 2024 or December 31, 2023.

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External Management Companies

None of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly.

Stock Option Plans and Other Incentive Plans

On July 27, 2020, the board of directors (the “Board”) approved a restricted share unit plan (the “RSU Plan”) and a 20% rolling stock option plan (the “Option Plan” and together with the RSU Plan, the “Plans”) to grant restricted share units (“RSU’s”) and incentive stock options (“Options”) to directors, officers, key employees and consultants of the Company. Pursuant to the RSU Plan and the Option Plan, the Company may reserve up to a maximum of 20% of the issued and outstanding Shares at the time of grant pursuant to awards granted under the Plans.

The Company’s directors, officers, employees and certain consultants are entitled to participate in the Plans. The Option Plan and RSU Plan is designed to encourage share ownership and entrepreneurship on the part of the senior management and other employees. The Board believes that the Plans align the interests of the NEO and the Board with Shareholders by linking a component of executive compensation to the longer-term performance of the Shares.

Options and RSUs are granted by the Board. In monitoring or adjusting the Option allotments, the Board takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous Option grants and the objectives set for the NEOs and the Board. The scale of Options is generally commensurate to the appropriate level of base compensation for each level of responsibility.

In addition to determining the number of Options to be granted pursuant to the methodology outlined above, the Board also makes the following determinations:

(a) parties who are entitled to participate in the Plans;

(b) the exercise price for each Option or RSU granted, subject to the provision that the exercise price cannot be lower than the prescribed discount permitted by the CSE from the market price on the date of grant;

(d) the vesting period, if any, for each Option or RSU;

(e) the other material terms and conditions of each Option or RSU grant; and

(f) any re-pricing or amendment to an Option grant.

The Board makes these determinations subject to and in accordance with the provisions of the Option Plan and RSU Plan. The Board reviews and approves grants of Options and RSUs on an annual basis and periodically during a financial year.

The following is a summary of the material terms of the Plans.

the total number of Shares reserved for issuance under the Option Plan and the RSU Plan, is up to a maximum of 20% of the issued and outstanding Shares at the time of grant, combined with any equity securities reserved under all other compensation arrangements adopted by the Company, including the Option Plan;
the total number of Options awarded to any one individual in any 12-month period shall not exceed 5% of the issued and outstanding Shares as at the Award Date (unless the Company becomes a Tier 1 issuer of the Toronto Stock Exchange or Toronto Stock Exchange – Venture (a “Tier 1 Issuer”) and has obtained disinterested shareholder approval).

the total number of Options awarded to any one Consultant in a 12-month period shall not exceed 2% of the issued and outstanding Shares as at the award date.
the total number of Options awarded in any 12-month period to Employees performing investor relations activities for the Company shall not exceed 2% of the issued and outstanding Shares as at the award date.

Subject to any required approvals of the CSE or any other applicable stock exchange, the Board may amend, suspend or terminate the Plans or any portion thereof at any time, but an amendment may not be made without shareholder approval if such approval is necessary to comply with any applicable regulatory requirement.

Further, subject to any required approvals of the CSE or any other applicable stock exchange, the Board may not do any of the following without obtaining, within 12 months either before or after the Board’s adoption of a resolution authorizing such action, shareholder approval, and, where required, approval by Disinterested Shareholders, or by the written consent of the holders of a majority of the securities of the Company entitled to vote:

increase the aggregate number of Shares which may be issued under the Plans;
materially modify the requirements as to the eligibility for participation in the Plans that would have the potential of broadening or increasing insider participation;
add any form of financial assistance or any amendment to a financial assistance provision which is more favourable to participants under the Plans;
add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Plans reserve; and
materially increase the benefits accruing to participants under the Plans.

However, the Board may amend the terms of the Plans to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including:

amendments to the Plans of a housekeeping nature;
change the vesting provisions of an Option granted under the stock option plan, if applicable;
change to the vesting provisions of a security or the Plans;
change to the termination provisions of a security or the Plans that does not entail an extension beyond the original expiry date;
make such amendments to the stock option plan as are necessary or desirable to reflect changes to securities laws applicable to the Company;
make such amendments as may otherwise be permitted by regulatory authorities;
if the Company becomes listed or quoted on a stock exchange or stock market senior to the CSE, make such amendments as may be required by the policies of such senior stock exchange or stock market; and
amend the stock option plan to reduce the benefits that may be granted to Employees, Management Company Employees or Consultants.

Option Plan

The Option Plan is designed to give each Option holder an interest in preserving and maximizing Shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability and to reward individuals for current performance and expected future performance. The Board considers Option grants when reviewing executive officer compensation packages as a whole.

The Board has sole discretion to determine the key employees to whom it recommends that grants be made and to determine the terms and conditions of the Options forming part of such grants. The Board approves ranges of Option

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grants for each level of executive officer. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position to the Company.

The number of Options which may be issued under the Option Plan in the aggregate and in respect of any fiscal year is limited under the terms of the Option Plan and cannot be increased without shareholder approval.

RSU Plan

The RSU Plan provides for granting of RSU’s for the purposes of advancing the interests of the Company through motivation, attraction and retention of employees, officers, consultants and directors by granting equity-based compensation incentives, in addition to the Option Plan.

RSUs granted pursuant to the RSU Plan will be used to compensate participants for their individual performance-based achievements and are intended to supplement stock option awards in this respect, the goal of such grants is to more closely tie awards to individual performance based on established performance criteria.

The Plans have been used to provide stock options and RSU’s which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of Options or RSU’s to be granted to the executive officers, the Board takes into account the number of Options or RSU’s, if any, previously granted to each executive officer, and the exercise price of any outstanding Options to ensure that such grants are in accordance with the policies of the CSE and closely align the interests of the executive officers with the interests of Shareholders.

All tasks related to the administration of the compensation policies related to the executive management of the Company, including option-based and share-based awards were performed by the members of the Board as a whole. The compensation of each of the NEOs was reviewed, recommended, and approved by the Company’s independent directors.

Employment, consulting, and management agreements

Other than as set out below, the Company has not entered into any other contract, agreement, plan or arrangement that provides for payments to a NEO or a director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement a change in control of the Company or a change in an NEOs or directors’ responsibilities.

The Company entered into a management employment agreement with Brad Rogers effective January 1, 2019 with regard to his services as Chief Executive Officer of the Company. Pursuant to the agreement, the Company agreed to pay Mr. Rogers a base salary of $150,000 CAD and $150,000 USD per annum and the agreement were to continue indefinitely until terminated by either party in accordance with the terms of the agreement. Payments under the management employee agreement with Mr. Rogers were held in abeyance by the Company, as mutually agreed to by Mr. Rogers, as the Company continues its strategic restructuring and growth initiatives.

As compensation for services rendered in his capacity as a director, the Company has agreed to a monthly fee of $2,500 to Mr. van der Linde or to a Company under his control.

As compensation for services rendered in his capacity as a director, the Company has agreed to a monthly fee of $2,500 to Mr. Purdy or to a Company under his control.

The Company entered into an employment agreement with Colby De Zen effective September 14, 2022, with regard to his services as President of the Company. Pursuant to the agreement, the Company has agreed to pay Mr. De Zen a base salary of $335,000 CAD per annum and the agreement shall continue indefinitely until terminated by either party in accordance with the terms of the agreement. Under the terms of the employment agreement, Mr. De Zen is entitled to a performance bonus equal to 50% of his annual base salary with the eligibility bonus being based on performance metrics consisting of 60% personal performance goals and 40% Company financial performance.

The Company entered into an employment agreement with Edoardo (Eddie) Mattei effective March 15, 2023, with regard to his services as Chief Financial Officer of the Company. Pursuant to the agreement, the Company has agreed to pay Mr. Mattei a base salary of $335,000 CAD per annum and the agreement shall continue indefinitely until terminated by either party in accordance with the terms of the agreement. Under the terms of the employment agreement, Mr. Mattei is entitled to a performance bonus equal to 50% of his annual base salary with the eligibility bonus based on performance metrics consisting of 60% personal performance goals and 40% Company financial performance.

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Oversight and description of director and named executive officer compensation

The Board is responsible for determining the compensation of the NEO and directors of the Company. Compensation decisions are made through discussions at meetings of the full Board. The Board reviews and considers director and executive officer compensation at least annually, taking into account the Company's financial condition, individual performance, market practices, and strategic goals.

Director Compensation

For the financial years ended December 31, 2024 and 2023, the Company did not maintain a separate nominating committee. All tasks related to the identification, nomination, and evaluation of directors were performed by the full Board.

With respect to compensation, no director of the Company who is not also a Named Executive Officer received any compensation during the most recently completed financial year pursuant to:

(a) any standard arrangement for directors' compensation for their services in such capacity, including additional compensation for committee service or special assignments;
(b) any other arrangement, in addition to or in lieu of a standard arrangement, for the compensation of directors in their capacity as directors; or
(c) any arrangement for the compensation of directors for services as consultants or experts.

All director compensation for the years ended December 31, 2024 and 2023 is disclosed in the Director and Named Executive Officer Compensation Table and notes thereto.

The Board may consider compensating directors in the future through cash fees, equity-based awards, or a combination thereof, taking into account prevailing market conditions, the Company's performance, and governance best practices.

Named Executive Officer Compensation

For the financial years ended December 31, 2024 and 2023, the Company did not have a Compensation Committee. Accordingly, all matters relating to the development, oversight, and implementation of the Company's executive compensation practices were undertaken by the full Board of Directors. The Company did not have a formal executive compensation program with prescribed performance targets or benchmarks during this period. Compensation decisions for Named Executive Officers ("NEOs") were reviewed, recommended, and approved by the Company's independent directors, based on individual performance, Company financial condition, market practices, and the Company's strategic priorities.

The Board considers a range of factors when determining compensation for each NEO, including the individual's performance, the Company's financial condition and liquidity, and overall operational results for the period. Although the Company does not have a formal compensation program with pre-set performance targets, the Board seeks to align executive compensation with the long-term interests of Shareholders. As such, the total compensation awarded to NEOs includes performance-sensitive elements that reflect the Company's corporate results and strategic objectives.

In determining executive compensation, the Board is guided by the following key objectives:

To support the Company's overall business strategy and operational goals;
To provide market-aligned compensation that is meaningfully influenced by performance;
To offer incentives that promote strong corporate performance and the retention of experienced and capable executive leadership; and
To align the interests of executive management with those of the Company's Shareholders by tying elements of compensation to Company performance.

The Company's executive compensation practices consist of a combination of short-, medium-, and long-term components, intended to reward performance and retain key talent. While the Company does not maintain a formal compensation program with established performance benchmarks, the Board has adopted the following general approach:

Short-term compensation consists of base salaries or consulting fees, which are set by the Board based on market practices, the executive's role and responsibilities, and the Company's financial position.

Medium-term compensation may include discretionary annual bonuses. The amount and recipients of any bonus are determined by the Board, taking into consideration individual performance, the financial performance of the Company, and the executive's position.
Long-term compensation may be provided through grants of Options or RSUs, intended to align the interests of executive officers with those of Shareholders and to encourage long-term value creation.

The Company does not use a formal peer group for benchmarking purposes when determining executive compensation. The Board has not directly considered the potential implications of risks associated with its compensation policies and practices.

The Company does not have a policy prohibiting NEOs or directors from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or otherwise held, directly or indirectly, by such persons.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs or directors at, following, or in connection with retirement. The Company does not have any form of deferred compensation plan.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans as of December 31, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by the securityholders	15,586,429	0.33	78,457,951
Equity compensation plans not approved by the securityholders	N/A	N/A	N/A
Total	15,586,429		78,457,951

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans as of December 31, 2023:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by the securityholders	16,960,931	0.80	77,083,449
Equity compensation plans not approved by the securityholders	N/A	N/A	N/A
Total	16,960,931		77,083,449

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Information Circular, none of the current or former directors, executive officers, employees of the Company, proposed nominees for election to the Board, nor any of their respective associates or affiliates, are or have been indebted to the Company, or to any subsidiary of the Company, at any time since the beginning of the most recently completed financial year.

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

No director or executive officer of the Company, nor any proposed nominee of Management for election to the Board, nor any associate or affiliate of the foregoing persons, has or has had 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.

This statement excludes matters related to the election of directors and the appointment of the Company’s auditor, in which such individuals may have an interest solely in their capacity as nominees or officers.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Company or a subsidiary at any time during the Company’s last completed financial year, the proposed nominees for election to the Board, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding Shares of the Company, nor the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.

None of the following persons:

individuals who were directors or executive officers of the Company or any of its subsidiaries at any time during the Company’s last completed financial year;
proposed nominees for election to the Board;
any person or company who beneficially owns, or exercises control or direction over, directly or indirectly, more than 10% of the outstanding Shares of the Company; and
any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction that has materially affected or would materially affect the Company.

MANAGEMENT CONTRACTS

Other than as disclosed below, no Management functions of the Company are to any substantial degree performed by a person or company other than the directors or NEOs of the Company.

The Company entered into a services agreement (the “Service Agreement”) with Partum Advisory Services Corp. dated for reference April 1, 2019, of Suite 1890, 1075 West Georgia Street, Vancouver, BC, V6E 3C9, to provide general corporate administrative services to the Company in accordance with the terms of the Service Agreement for a monthly fee of $6,000 plus applicable taxes and reimbursement of all out-of-pocket expenses incurred on behalf of the Company. On March 1, 2023, the Service Agreement was mutually terminated.

Mr. Johannes (Theo) van der Linde, a director of the Company is a shareholder of Partum. Partum was not indebted to the Company during the Company’s last completed financial year.

APPOINTMENT OF AUDITOR

Shareholders are being asked to approve an ordinary resolution re-appointing Williams & Partners, LLP, Chartered Professional Accountants, as auditor of the Company to hold office until the close of the next Annual General Meeting of the shareholders, at a remuneration to be fixed by the board of directors. In order to be effective, the ordinary resolution requires the approval of the majority of the votes cast at the Meeting in respect of the resolution. Unless

20 -

otherwise directed by the Shareholders appointing them as proxyholder, the individuals named in the enclosed proxy form intend to vote all Shares in respect of which they are appointed proxyholder FOR the appointment of Williams & Partners, LLP, as the auditor of the Company for the ensuing year with remuneration to be fixed by the directors.

AUDIT COMMITTEE

The Company is required to have an audit committee (the “Audit Committee”) comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.

Audit Committee Charter

The text of the Audit Committee’s charter is attached as Schedule “A” to this Circular.

Composition of Audit Committee and Independence

The Company’s current Audit Committee consists of Gabriel Bianchi, Brendan Purdy and Johannes (Theo) van der Linde (Chair).

National Instrument 52-110 – Audit Committees (“NI 52-110”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company’s Board, reasonably interfere with the exercise of the member’s independent judgment. All of the Company’s current Audit Committee members are considered “independent” directors within the meaning of NI 52-110.

NI 52-110 provides that 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. All of the members of the Audit Committee are “financially literate” as that term is defined. The following sets out the Audit Committee members’ education and experience that is relevant to the performance of his responsibilities as an audit committee member.

Relevant Education and Experience

Gabriel Bianchi - Mr. Bianchi is a real estate Broker of Record with a 325-person realtor team that completed 4,000 transactions last year. He brings 35 years of extensive real estate and business management experience in retail, commercial, industrial, land acquisitions, land assembly and financing.

Mr. Bianchi plays a very active role in his community, he has been an active volunteer with the Mackenzie Hospital Fundraising committee for the past 6 years, is a member of the Knights of Columbus and he sits on many local boards.

Brendan Purdy – Mr. Purdy is a practicing securities lawyer, with experience in public companies, and the capital markets. Mr. Purdy received his J.D. from the University of Ottawa, received a Bachelor of Management and Organizational Studies degree from the University of Western Ontario. Mr. Purdy has significant cannabis industry experience, in both his private practice and in his capacity as management and director of public cannabis issuers.

Johannes (Theo) van der Linde – Mr. van der Linde is a Chartered Accountant with 25 years’ extensive finance, administration and public accounting experience in diverse industries including mining, oil & gas, financial services, manufacturing and retail. In recent years, Mr. van der Linde has expanded his focus to include emerging trends in natural resource utilization and disruptive technologies. His global experience encompasses diverse projects across multiple jurisdictions, including South Africa, West Africa, East Africa, Peru, the United Kingdom, Sri Lanka, the United States, Dubai, and Norway. Mr. van der Linde currently acts as a consultant as the President of Executive Management Solutions Ltd.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

21 -

(a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or
(b) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The following table sets forth the fees paid by the Company and its subsidiaries to Accell Audit and Compliance and Williams & Partners, LLP, Chartered Professional Accountants, and other suppliers, for services rendered in the last two fiscal years:

	2024 ($)	2023(5) ($)
Audit fees(1)	565,000	931,487
Audit related fees(2)	1,239,000	-
Tax fees(3)	-	-
All other fees(4)	12,725	149,346
Total	1,816,725	1,080,833

Notes:
(1) "Audit fees" include aggregate fees billed by the Company's external auditor in each of the last two fiscal years for audit fees.
(2) "Audited related fees" include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees" above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) "Tax fees" include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) "All other fees" include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.
(5) Audit fees for the year ended December 31, 2023, were paid to Accell Audit and Compliance, which resigned as the Company's auditor on March 12, 2024.

Exemption in Section 6.1

The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 - Disclosure of Corporate Governance Practices, requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the "Guidelines") adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Board and Management consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company's approach to corporate governance is set out below.

Board of Directors

Management is nominating six (6) individuals to the Board; Bradley Rogers, Johannes (Theo) van der Linde, Michael Marchese, Brendan Purdy, Gabriel Bianchi and Coby De Zen whom are all current directors of the Company.

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as "independent" directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect "material relationship" with the Company. The "material relationship" is defined as a relationship which could, in the view of the Company's Board, reasonably interfere with the exercise of a director's independent judgement. The independent members of the Company's Board are Brendan Purdy, Theo van Linde, Michael Marchese and Gabriel Bianchi. Bradley Rogers is a non-independent director by virtue of his role as Chief Executive Officer and Colby De Zen is a non-independent director as he serves as President.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by the Board to the CEO and the President. The Board will give direction

22 -

and guidance through the President and CEO to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the Shareholders for election as directors, and immediately following each Annual General Meeting appoints an Audit Committee. The Board establishes and periodically reviews and updates the committee mandates, duties and responsibilities of each committee, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, President, and CFO of the Company and establishes the duties and responsibilities of those positions and on the recommendation of both the CEO and the President, appoints the senior officers of the Company and approves the senior management structure of the Company.

The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the President, or subject to the Articles of the Company, of any director.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia) (the "Act"), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its committees.

Directorships

The following directors of the Company are also directors of other reporting issuers as stated:

Brendan Purdy is a director of Musk Ventures Inc., Nuran Wireless Inc., i3 Interactive Inc. and Rotonda Ventures Corp.
Johannes (Theo) van der Linde is a director of Boksburg Ventures Inc., MegumaGold Corp., SLAM Exploration Ltd. and Elcora Advanced Materials Corp.

Orientation and Continuing Education

The Board seeks to recruit individuals with extensive experience in the cannabis industry, entrepreneurial ventures, public company governance, and capital markets. Prospective directors are provided with comprehensive background information, both verbal and written, regarding the Company's business, operations, and strategic plans prior to accepting a nomination or appointment to the Board.

While the Company does not maintain a formal orientation program, the Board ensures that new directors are familiarized with their duties and the Company's key policies and regulatory obligations. Ongoing education and

23 -

training are provided to directors as needed, with a focus on ensuring compliance with evolving legislative, regulatory, and corporate governance requirements.

Ethical Business Conduct

The Board encourages and promotes a culture of ethical business conduct throughout the Company as part of its overall stewardship responsibilities. This is achieved through active communication, oversight, and accountability mechanisms.

The Board has adopted a Corporate Conduct and Code of Ethics Policy (the “Code”), which applies to all directors, officers, employees, and principal consultants of the Company and its subsidiaries. Where appropriate, the Code also applies to the Company’s agents and representatives, including consultants acting on the Company’s behalf.

The Code is intended to promote:

honest and ethical conduct;
the avoidance of conflicts of interest;
the protection of confidential and proprietary information; and
compliance with all applicable laws, including corporate, securities, and anti-corruption legislation.

Directors and senior management are responsible for fostering adherence to the Code and addressing any concerns that may arise. Compliance with the Code is monitored, and any material breaches are reported to the Board.

Nomination of Directors

The Board identifies potential candidates for nomination through an informal process of discussion and consensus-building among the Chairman and a majority of the non-executive directors. This process involves assessing the need for additional Board members, defining the desired qualifications and experience, identifying suitable prospects, and considering the appropriate timing for nomination.

Prospective nominees are not formally approached until consensus has been reached regarding their suitability. While the Company does not maintain a formal nominating committee, the Board ensures that the nomination process reflects the Company's strategic needs and governance principles.

Compensation Committee

The Board did not re-appoint a Compensation Committee following the Company’s last annual general meeting. As a result, all tasks related to the administration of the Company’s compensation policies, including the review and recommendation of compensation for the CEO, President, other executive officers and key employees, as well as oversight of the Company’s compensation and benefits plans and share-based awards, were undertaken by the full Board. The compensation of each of the Named Executive Officers was reviewed, recommended, and approved by the independent directors of the Company.

If reconstituted, the Compensation Committee will consist of a minimum of three directors, a majority of whom will be independent, and will operate under the supervision of the Board with overall responsibility for reviewing and recommending the Company’s compensation policies and structure.

Meetings of the Compensation Committee, if reconstituted, shall occur as often as considered necessary or appropriate and shall generally be held without the presence of management. Named Executive Officers may not be present for any portion of any meeting at which their compensation is being deliberated or voted upon.

Assessments

The Board conducts an annual review of its own performance, as well as that of its committees, with a view to ensuring continued effectiveness in fulfilling its governance responsibilities. Board and committee performance is assessed through informal evaluation, including consideration of the Company’s progress against its strategic and operational objectives.

The performance and contributions of individual directors are monitored on an ongoing basis, taking into account their business expertise, level of engagement, and the rationale for their initial nomination to the Board. While the Company

24 -

does not maintain a formal director evaluation process, the Board believes its current approach is appropriate given the Company’s size and stage of development.

The Board also monitors the adequacy and timeliness of information provided to directors, the quality of communication between the Board and Management, and the strategic direction and effectiveness of its governance processes.

The Board believes that its corporate governance practices are appropriate and effective for the Company’s current operations. These practices allow the Company to operate efficiently, with appropriate checks and balances to oversee Management and key corporate functions without imposing undue administrative burdens.

GENERAL MATTERS

It is not known whether any matters will be brought before the Meeting other than those set forth in this Information Circular and the accompanying Notice of Meeting. However, if any other matters properly come before the Meeting or any adjournment thereof, the person named in the accompanying form of proxy will vote on such matters in accordance with their best judgment. The proxy confers discretionary authority with respect to any amendments or variations to the matters identified in the Notice of Meeting and to any other matters that may properly be brought before the Meeting.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. Financial information about the Company is provided in the Company’s comparative annual financial statements to December 31, 2024 and 2023, copies of which, together with Management’s Discussion and Analysis thereon, can be found on the Company’s SEDAR+ profile at www.sedarplus.ca. Additional financial information concerning the Company may be obtained by any securityholder of the Company free of charge by contacting the Company, at Suite 1890 – 1075 West Georgia Street, Vancouver, British Columbia, V6E 3C9 or by telephone at 604-687-2038.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Toronto, Ontario, the 13th day of May, 2025.

ON BEHALF OF THE BOARD

Signed: “Bradley Rogers”

Bradley Rogers
Chief Executive Officer

RED WHITE & BLOOM BRANDS INC.

Schedule “A”

Audit Committee Charter

(SEE ATTACHED)

Audit Committee Charter

The following Audit Committee Charter was adopted by the Audit Committee of the Board of Directors and the Board of Directors of RED WHITE & BLOOM BRANDS INC. (the "Company"):

Mandate

The primary function of the audit committee (the "Committee") is to assist the Company's Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements;
review and appraise the performance of the Company's external auditors; and
provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of a minimum three directors as determined by the Board of Directors. If the Company ceases to be a "venture issuer" (as that term is defined in National Instrument 51-102), then all of the members of the Committee shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

If the Company ceases to be a "venture issuer" (as that term is defined in National Instrument 51-102), then all members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) review and update Audit Committee Charter annually, and

(b) review the Company's financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) review annually, the performance of the external auditors who shall be ultimately accountable to the Company's Board of Directors and the Committee as representatives of the shareholders of the Company;

(b) obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1;

(c) review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;

(d) take, or recommend that the Company's full Board of Directors take appropriate action to oversee the independence of the external auditors, including the resolution of disagreements between management and the external auditor regarding financial reporting;

(e) recommend to the Company's Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;

(f) recommend to the Company's Board of Directors the compensation to be paid to the external auditors;

(g) at each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements;

(h) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;

(i) review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and

(j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided,

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services, and

(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

3. Financial Reporting Processes

(a) in consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external;

(b) consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting;

(c) consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management;

(d) review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;

(e) following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

(f) review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;

(g) review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;

(h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

(i) review certification process;

(j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

(k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

(a) review any related-party transactions;

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

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Red White Bloom Brands Inc. — Proxy Solicitation & Information Statement 2025

43383_rns_2025-05-27_fdfc9957-9271-40fe-8a29-ac17ba240876.pdf

RED WHITE & BLOOM BRANDS INC.

RED WHITE & BLOOM BRANDS INC.

SUITE 1890 – 1075 WEST GEORGIA STREET

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

RED WHITE & BLOOM BRANDS INC.

SUITE 1890 – 1075 WEST GEORGIA STREET

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

GENERAL PROXY INFORMATION

Revocability of Proxies

Appointment of Proxyholders

Exercise of Discretion

Proxy Voting Options

Notice-and-Access

Advice to Beneficial Holders of Shares

Financial Statements

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

SETTING NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies

Individual Bankruptcies

Penalties or Sanctions

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION TABLE

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NAMED EXECUTIVE OFFICERS

External Management Companies

Stock Option Plans and Other Incentive Plans

Option Plan

RSU Plan

Employment, consulting, and management agreements

Oversight and description of director and named executive officer compensation

Director Compensation

Named Executive Officer Compensation

Pension Disclosure

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee and Independence

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Audit Fees

Exemption in Section 6.1

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation Committee

Assessments

GENERAL MATTERS

ADDITIONAL INFORMATION

BOARD APPROVAL

ON BEHALF OF THE BOARD

Audit Committee Charter

Mandate

Composition

Meetings

Responsibilities and Duties

3. Financial Reporting Processes

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Red White Bloom Brands Inc. Proxy Solicitation & Information Statement 2025