Rockhaven Resources Ltd. — Share Issue/Capital Change 2025

Jun 20, 2025

PLEASE READ THIS MATERIAL CAREFULLY AS YOU ARE REQUIRED TO MAKE A DECISION PRIOR TO 4:00 P.M. (EASTERN TIME) ON JULY 25, 2025.

This rights offering circular (this “Circular”) is prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Circular. Any representation to the contrary is an offence.

This is the Circular we referred to in the June 18, 2025, rights offering notice (the “Notice”), which you should have already received. Your rights certificate and relevant forms were enclosed with the Notice. This Circular should be read in conjunction with the Notice and our continuous disclosure prior to making an investment decision.

The offer of these securities is being made in all provinces and territories of Canada (the “Qualified Jurisdictions”). The offering is not being made in jurisdictions where Prime Drink Group Corp. is not eligible to make such offer, and this Circular does not constitute an offer to sell or a solicitation of an offer to buy any securities in any such jurisdiction.

The Rights and the underlying Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and the Rights may not be exercised by, or for the account or benefit of any U.S. person or any person in the United States. “United States” and “U.S. persons” are as defined in Regulation S under the U.S. Securities Act.

Rights Offering Circular

June 18, 2025

OFFERING OF RIGHTS TO SUBSCRIBE FOR UP TO 353,409,888 COMMON SHARES

Price: $0.0825 per Common Share

PRIME DRINK GROUP CORP.

SUMMARY OF THE RIGHTS OFFERING

We currently have sufficient working capital to last three (3) months. We require 3.84% of the Rights Offering to last 12 months.

References in this Circular to “we”, “our”, “us” and similar terms are to Prime Drink Group Corp. (“Prime” or the “Corporation”). References in this Circular to “you”, “your” and similar terms

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are to holders of the Common Shares (as defined below). Unless otherwise indicated, references herein to “$” or “dollars” are to Canadian dollars.

Why are you reading this Circular?

As set forth in the Notice, we are issuing to the holders (the “Shareholders”) of the outstanding common shares in the capital of the Corporation (the “Common Shares”) of record as at the close of business (Eastern time) on June 25, 2025 (the “Record Date”), and who are resident in the Qualified Jurisdictions, transferable rights (the “Rights”) to subscribe for Common Shares (the “Rights Common Shares”) on the terms described in this Circular (the “Rights Offering”). The purpose of this Circular is to provide you with detailed information about your rights and obligations in respect of the Rights Offering. This Circular is referred to in the Notice, which you should have already received by mail, and should be read in conjunction with it.

What is being offered?

Each Shareholder of Common Shares who is resident in a Qualified Jurisdiction will receive one (1) Right for each Common Share held as of the Record Date. Each holder of Common Shares will receive a transferable Rights DRS Advice(s) in registered form (each, a “Rights DRS”). No fractional Rights will be issued. Any fractional entitlements to receive Rights described herein will be rounded down to the next lowest whole number of Rights, and no cash or other consideration will be paid in lieu.

What does one Right entitle you to receive?

Each Right allows the holder to purchase one (1) Rights Common Share at the Subscription Price (as defined below) (the “Basic Subscription Privilege”).

No fractional Common Shares will be issued upon the exercise of Rights. Any fractional entitlements to subscribe for Common Shares described herein will be rounded down to the next lowest whole number of Common Shares, and no cash or other consideration will be paid in lieu.

In the event that a Shareholder exercises the Basic Subscription Privilege in full, the Shareholder will also be entitled to subscribe for Rights Common Shares (“Additional Rights Common Shares”) not otherwise purchased, if any, on a pro rata basis, pursuant to an additional subscription privilege (the “Additional Subscription Privilege”). The number of Additional Rights Common Shares available will be the difference, if any, between the total number of Rights that were issued pursuant to the Rights Offering and the total number of Rights exercised pursuant to the Basic Subscription Privilege at the Expiry Time (as defined below) on the Expiry Date (as defined below). Unless the context otherwise requires, all references to “Rights Common Shares” in this Circular shall include Additional Rights Common Shares.

The Additional Subscription Privilege and any pro rata subscription for Additional Rights Common Shares will be in compliance with the requirements of applicable securities laws, including Regulation 45-106 respecting Prospectus Exemptions (“Regulation 45-106”).

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What is the subscription price?

The subscription price per Rights Common Share is $0.0825 (the “Subscription Price”). In accordance with paragraph 2.1(3)(g)(i) of Regulation 45-106, the Subscription Price is at a discount to our share price on the Canadian Securities Exchange (“CSE”). On June 17, 2025, being the last trading day prior to the announcement of the Rights Offering, the closing price of the Common Shares on the CSE was $0.11 (the “Market Price”). The Subscription Price must be paid in Canadian dollars.

When does the offer expire?

The offer will expire at 4:00 p.m. (Eastern time) (the “Expiry Time”) on July 25, 2025 (the “Expiry Date”), after which time unexercised Rights, if any, will be void and of no value.

In accordance with paragraph 2.1(6)(b) of Regulation 45-106, the prospectus exemption used herein for the Rights Offering is not available where the exercise period for the Rights is less than 21 days or more than 90 days after the day the Notice is sent to Securityholders.

What are the significant attributes of the Rights issued under the Rights Offering and the securities to be issued upon the exercise of the Rights?

Each Right, as evidenced by transferable Rights DRS, will entitle the holder thereof to purchase one Rights Common Share at the Subscription Price. A Right does not entitle the holder thereof to any rights whatsoever as a shareholder of the Corporation other than the right to subscribe for and purchase a Rights Common Share on the terms and conditions described herein. Registered holders of Common Shares are entitled to receive notice of and attend all meetings of Shareholders and are entitled to one vote for each Common Share held. In addition, Shareholders are entitled to dividends, if, as and when declared by the board of directors of the Corporation and, upon liquidation or winding-up of the Corporation, to share in the residual assets of the Corporation. The Common Shares do not have any pre-emptive, conversion or redemption rights, and all have equal voting rights. There are no special rights or restrictions of any nature attached to the Common Shares. The Corporation is authorized to issue an unlimited number of Common Share, of which, as at the date hereof, 353,409,888 are issued and outstanding.

What are the minimum and maximum number or amount of Rights Common Shares that may be issued under the Rights Offering?

Assuming the exercise of all Rights, a maximum of 353,409,888 Rights Common Shares will be issued under the Rights Offering for maximum aggregate gross proceeds of $29,156,316. The minimum number of issued Rights Common Shares in connection with the Rights Offering shall be 36,363,636 Right Common Shares for minimum aggregate gross proceeds of $3,000,000.

Where will the Rights and the securities issuable upon exercise of the Rights be listed for trading?

The Corporation’s Common Shares are listed on the CSE under the trading symbol “PRME”. The Rights Common Shares will be listed on the CSE under the same trading symbol.

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There is no market through which these Rights may be sold.

FORWARD-LOOKING STATEMENTS

This Circular contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking statements”) which relate to future events or future performance and reflect management’s expectations and assumptions regarding the Corporation’s growth, results, performance and business prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to it.

In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “would”, “could”, “will”, “should”, “expect”, “intend”, “aim”, “attempt”, “anticipate”, “believe”, “study”, “target”, “estimate”, “forecast”, “predict”, “outlook”, “mission”, “aspire”, “plan”, “schedule”, “potential”, “progress” or the negative of these terms or other similar expressions concerning matters that are not historical facts. The Corporation has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to: (i) the funds to be raised under the Rights Offering; (ii) estimated costs of the Rights Offering; (iii) available funds to the Corporation after expenses of the Rights Offering; (iv) the use of the funds raised under the Rights Offering; (v) the Corporation’s estimate of how long the funds raised in the Rights Offering will last from the Expiry Date; (vi) the intention and commitment of insiders to exercise their Rights; and (vii) the anticipated dilution to Shareholders who do not participate in the Rights Offering.

The forward-looking statements are based on a number of key expectations and reasonable assumptions made by the Corporation’s management relating to the Corporation including, but not limited to: (i) the estimated costs of the Rights Offering; (ii) the estimated amount of funds raised under the Rights Offering; and (iii) the estimated operating expenses of the Corporation following the Expiry Date. These assumptions are subject to risks and uncertainties. Although the Corporation believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Forward-looking statements are not guarantees of future performance and accordingly, Shareholders should not place undue reliance on such statements in light of their inherent uncertainty and assumptions, and the risks as set out above, and assumptions. Whether actual results, performance or achievements will conform to the Corporation’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, which include: the uncertainty associated with estimating actual costs incurred in the Rights Offering; delays in obtaining or failure to obtain required approvals to complete the Rights Offering; the actual operating expenses of the Corporation following the Expiry Date; the inability or failure to obtain adequate financing on a timely basis and other risks and uncertainties. These risks, uncertainties, assumptions and other factors could cause the Corporation’s actual results, performance, achievements and experience to differ materially from the Corporation’s expectations and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Corporation. In light of the significant risks and uncertainties in the forward-looking statements, Shareholders should not place undue reliance on or regard these statements as a representation or warranty by the

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Corporation or any other person that the Corporation will achieve its objectives, strategies and plans in any specified time frame, if at all.

The forward-looking statements made in this Circular relate only to events or information as of the date on which the statements are made in this Circular and is subject to change. Except as required by law, the Corporation undertakes no obligation to update or revise publicly or otherwise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. A Shareholder should read this Circular with the understanding that the Corporation's actual future results may be materially different from what it expects. Future-oriented financial information in this Circular relates to the Corporation's view of future events and is not appropriate to use for other purposes.

USE OF AVAILABLE FUNDS

What will our available funds be upon closing of the Rights Offering?

Assuming the exercise of all Rights, the maximum net proceeds to the Corporation from the Rights Offering will be approximately $29,156,316 after deducting estimated expenses of $1,749,379 associated with the Rights Offering. The Corporation estimates that it will have the following funds available after giving effect to the Rights Offering:

		Assuming minimum Rights Offering	Assuming completion of 50% of the Rights Offering	Assuming completion of 75% of the Rights Offering	Assuming completion of 100% of the Rights Offering
A.	Amount to be raised by this Rights Offering	$3,000,000	$14,578,158	$21,867,237	$29,156,316
B.	Selling commissions and fees	$180,000	$874,568	$1,312,034	$1,749,379
C.	Estimated offering costs	$100,000	$100,000	$100,000	$100,000
D.	Available funds: D = A - (B+C)	$2,720,000	$13,603,469	$20,455,203	$27,306,937
E.	Working capital (deficiency) (1)	$1,222,222	$1,222,222	$1,222,222	$1,222,222
F.	Additional sources of funding	0	0	0	0
G.	Total: G = D+E+F	$3,942,222	$14,825,691	$21,677,425	$28,529,159

Note:
(1) Represents the Corporation's estimated working capital as at June 6, 2025.

How will we use the available funds?

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The net proceeds from the Rights Offering will be used for the purposes set out in the table below, depending on different scenarios of participation in the Rights Offering.

Description of intended use of available funds listed in order of priority	Assuming minimum Rights Offering	Assuming completion of 50% of the Rights Offering	Assuming completion of 75% of the Rights Offering	Assuming completion of 100% of the Rights Offering
Relax Down Low – Acquisition(1)	$95,000	$95,000	$95,000	$95,000
Triani Canada Assets(2)	$2,000,000	$14,000,000	$15,000,000	$15,000,000
Working Capital	$1,847,222	$730,691	$6,582,425	$13,434,159
Total:	$3,942,222	$14,825,691	$21,677,425	$28,529,159

Notes
(1) See press release of the Corporation dated April 7, 2025.
(2) See "Triani Acquisition" for further details with respect to the Corporation's proposed acquisition of Triani Canada Inc.

The above-noted allocation represents the Corporation's intention with respect to its use of net proceeds from the Rights Offering and other available funds based on current knowledge and planning by management of the Corporation and there may be circumstances where, for sound business reasons, the Corporation may reallocate the use of proceeds.

Triani Acquisition

Background of Triani

On October 31, 2024, the Corporate acquired Triani Canada Inc. ("Triani") pursuant to an amended and restated share purchase agreement dated August 7, 2024 (the "Amended and Restated SPA") entered into between the Corporation, 9296-0186 Québec Inc. ("9296"), the shareholders of 9296, and Angelpart Ventures Inc. (collectively, the "Vendors").

Triani is a Québec-based company specializing in the production, bottling and sale of alcoholic and non-alcoholic beverages to a client roster including, brand names across North America. Triani produces and markets brands such as, Octane, Mojo, Baron, and Seagram malt-based alcoholic beverages, as well as non-alcoholic products under the Hickson brand. It also markets alcoholic and non-alcoholic microbrewery beers from Brasserie les 2 Frères (Hickson, Série Découverte, and Charles-Henri), as well as produces several other alcoholic beverages for both the Canadian and American markets.

For further details regarding the business of Triani, refer to the Listing Statement of the Corporation dated October 30, 2024, available on www.sedarplus.ca.

On June 9, 2025, Triani was placed into receivership and had ceased operations. Triani's receivership was ordered on June 10, 2025, by the Superior Court, District of Montreal (the

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"Order"), at the request of Triani's principal creditors pursuant to Section 243 of the Bankruptcy and Insolvency Act (Canada).

Receivership and Sale of Triani

On June 10, 2025, Raymond Chabot Inc. ("RCI" or the "Receiver") was appointed receiver of the property of Triani following the Order. Pursuant to the Order, the Receiver is coordinating a sale and investment solicitation process for the assets of Triani.

As such, using the proceeds from the Rights Offering, the Corporation intends to submit a bid to acquire Triani. The assets of Triani for sale by the receiver (collectively, the "Triani Assets") include, amongst other items:

1. Industrial building in Terrebonne and production and bottling equipment.
2. Industrial building in St-Jean-sur-Richelieu and winemaking equipment.
3. Inventories of finished products, raw materials, and work-in-progress.
4. Equipment and a portfolio of 18 recognized trademarks with strong growth potential (the "Asset and Trademark Portfolio").

Assuming completion of the minimum proceeds raised from the Offering, the Corporation intends to submit a bid to acquire solely the Asset and Trademark Portfolio. Specifically, the Asset and Trademark Portfolio, include:

• Production lines
• Winemaking and brewing equipment
• Laboratory equipment
• Rolling stock
• Office furniture and computer equipment
• Cold room
• Rights and interests of the receiver in intellectual
• properties including 18 trademarks

If the Corporation completes the Right Offering for 50% or more the maximum proceeds, then the Corporation shall submit a bid for the Triani Assets as it relates to the business operations of Triani, specifically:

• Terrebonne building - Industrial building located at 901 des Forges, Terrebonne (Québec) Area: 78,751 sq ft.
• Saint-Jean-sur-Richelieu building - Industrial building located at 1000, boulevard D'Iberville, Saint-Jean-sur-Richelieu (Québec) Area: 21,630 sq ft.
• The Asset and Trademark Portfolio.
• Inventory comprised of raw material, work in progress, and finished product.

As of the date of this Circular, the allocation of any purchase price amongst the Triani Assets would be determined upon successful acquisition of the Triani Assets by the Corporation.

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How long will the available funds last?

The Corporation anticipates that the amount of funds raised in the Rights Offering, if such amount meets the minimum threshold disclosed herein, will be sufficient to meet its working capital requirements for the 12 months following the date of the Expiry Time.

INSIDER PARTICIPATION

Will insiders be participating?

Directors and officers who currently beneficially own, directly or indirectly, or who have control or direction over 67,018,868 Common Shares (representing approximately 18.96% of the Corporation’s issued and outstanding Common Shares), have indicated that they intend to exercise certain subscription privileges to acquire Rights Common Shares, however, the number of approximate Rights that will be exercised by directors and senior officers cannot be ascertained as at the date of this Circular.

The foregoing disclosure reflects the intentions of the Corporation’s “insiders” (as defined in applicable Canadian securities legislation) as of the date hereof to the extent such intentions are known to the Corporation after reasonable inquiry; however, such insiders, may alter their intentions before the Expiry Time on the Expiry Date. No assurance can be given that such insiders will or will not exercise their Rights.

Who are the holders of 10% or more of the Common Shares before and after the Rights Offering?

To the knowledge of the directors and officers of the Corporation, as at the date hereof, no person or company beneficially owns, directly or indirectly, or controls or directs more than 10% of any class of voting securities of the Corporation, other than those below:

Name	Holdings of Common Shares before the Rights Offering (Percentage of holdings)	Holdings of Common Shares after the Rights Offering^{(3)} (Percentage of holdings)
9296-0186 Québec Inc.^{(1)}	75,200,000 (21.28%)	150,400,000 (21.28%)
9474-8431 Québec Inc.^{(2)}	41,250,000 (11.67%)	82,500,000 (11.67%)

Notes:
(1) A private entity owned and controlled by Mrs. Joannie Couture and by Mr. Tristan Bourgeois-Cousineau.
(2) A private entity owned and controlled by Mr. Olivier Primeau and by Mr. Raimondo Messina.
(3) Assuming each holder exercises their Rights in full.

DILUTION

If you do not exercise your Rights, by how much will your security holdings be diluted?

If you wish to retain your current percentage ownership of the Common Shares, you should exercise your Rights and pay the Subscription Price for the Rights Common Shares, to which you are entitled under the Basic Subscription Privilege. If you fail to do so, your percentage ownership

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of the Common Shares will be diluted by about 50%, assuming 100% of the Rights Offering is exercised.

As an illustration, if you own 1,000,000 Shares on the Record Date, fail to exercise your right to purchase 1,000,000 Rights Common Shares under the Rights Offering, and all other Shareholders fully exercise their Basic Subscription Privilege and Additional Subscription Privilege, your percentage ownership of the issued and outstanding Common Shares will change from approximately 0.28% to 0.14%.

STAND-BY COMMITMENT

Who is the stand-by guarantor and what are the fees?

The Corporation has not engaged a stand-by guarantor in respect of the Rights Offering and no fees are payable.

MANAGING DEALER, SOLICITING DEALER AND UNDERWRITING CONFLICTS

Who is the managing or soliciting dealer and what are its fees?

The Corporation has not engaged a managing dealer or soliciting dealer in respect of the Rights Offering and no fees are payable.

HOW TO EXERCISE THE RIGHTS

Subscriptions for Rights Shares made pursuant to the Rights Offering either directly or through a CDS Participant (as defined herein) will be irrevocable.

How does a security holder that is a registered holder participate in the Rights Offering?

If you are registered holder of Common Shares in the Qualified Jurisdictions, a Rights DRS and Rights Subscription Form representing the number of Rights to which you are entitled as of the Record Date has been included with the Notice. In order to exercise the Rights represented by the Rights DRS, a holder of Rights must complete and deliver the Rights Subscription Form in the manner and upon the terms set out in the Rights DRS.

In order to exercise your Rights, you must:

1. Complete and sign Box 1 on the Rights Subscription Form to exercise your Rights. The maximum number of Rights that you may exercise under the Basic Subscription Privilege is shown in the box on the upper left hand corner of the Rights Subscription Form. If you complete Box 1 so as to exercise some but not all of the Rights evidenced by the Rights DRS, you will be deemed to have waived the unexercised balance of such Rights, unless you otherwise specifically advise the Subscription Agent (as defined below) at the time the Rights DRS is surrendered to the Subscription Agent.

2. Additional Subscription Privilege. Complete and sign Box 2 on the Rights Subscription Form only if you also wish to participate in the Additional Subscription Privilege. You must

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exercise the Basic Subscription Privilege in full to be eligible to exercise the Additional Subscription Privilege. See below “What is the Additional Subscription Privilege and how can you exercise this privilege?”.

1. Enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of the Subscription Agent. To exercise the Rights, you must pay the Subscription Price per each Right Common Share, and you may purchase one Right Common Share for every Right you hold. In addition to the amount payable for any Rights Common Shares you wish to purchase under the Basic Subscription Privilege, you must also pay the amount required for any Rights Common Shares subscribed for under the Additional Subscription Privilege, if any. Amounts paid in respect of the Additional Subscription Privilege not ultimately used to acquire Rights will be returned to you. See below “What is the Additional Subscription Privilege and how can you exercise this privilege?”.

2. Delivery. Deliver or mail the completed Rights Subscription Form and payment in the enclosed return envelope addressed to the Subscription Agent at the address below so that it is received before the Expiry Time on the Expiry Date. If you are mailing your documents, registered mail is recommended. Please allow sufficient time to avoid late delivery as the payments together with the Rights Subscription Form and any other applicable forms, must be received by the Expiry Time on the Expiry Date. As of date of this Circular, Canada Post may be subject to a labor stoppage and therefore, delivery by hand or courier per the information provided herein would be recommended to ensure timely receipt of the completed Rights Subscription Form.

By Hand or Courier:

If on or before July 18, 2025:

Computershare Investor Services Inc.
Attn: Corporate Actions
100 University Ave, 8th Floor
Toronto, ON M5J 2Y1

If after July 18, 2025:

Computershare Investor Services Inc.
Attn: Corporate Actions
320 Bay Street, 14th Floor
Toronto ON
M5H 4A6

By Mail:

Computershare Investor Services Inc.
Attn: Corporate Actions
31 Adelaide St. E. PO Box 7021
Toronto, ON M5C 3H2

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Rights DRS will expire and be of no value unless they are returned with a properly completed Rights Subscription Form and received with payment for the Rights Common Shares subscribed for, at the office of the Subscription Agent before the Expiry Time on the Expiry Date.

The signature of the Rights Subscription Form holder must correspond in every particular with the name that appears on the face of the Rights DRS. Signatures by a trustee, executor, administrator, guardian, attorney, officer of a company or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Subscription Agent. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscriptions will be determined by the Corporation in its sole discretion, and any determination by the Corporation will be final and binding. All subscriptions for Rights Common Shares made pursuant to the Rights Offering are irrevocable. The Corporation reserves the absolute right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Rights Common Shares pursuant thereto could be deemed unlawful. The Corporation is not and will not be under any duty to give any notice of any defect or irregularity in any subscription, nor will they be liable for the failure to give any such notice.

If a holder of Rights has any questions with respect to the proper exercise of Rights, such holder should contact the Subscription Rights Agent by email at corporateactions@computershare.com or by telephone at 1-800-564-6253 or Outside North America (call collect): 1-514-982-7555.

How does a security holder that is not a registered holder participate in the Rights Offering?

You are a beneficial Eligible Holder (as defined below) if: (1) you hold your Common Shares through a securities broker or dealer, bank or trust Corporation or other participant (each, a “Participant”) in the book-based system administered by CDS Clearing and Depository Services Inc. (“CDS”); and (2) you are resident in a Qualified Jurisdiction. The total number of Rights to which all beneficial Eligible Holders as at the Record Date are entitled will be issued to CDS and will be deposited with CDS following the Record Date. We expect that each beneficial Eligible Holder will receive a confirmation of the number of Rights issued to it from its Participant in accordance with the practices and procedures of that Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding Rights.

Neither the Corporation nor the Subscription Agent will have any liability for: (1) the records maintained by CDS or Participants relating to the Rights or the book-entry accounts maintained by them; (2) maintaining, supervising or reviewing any records relating to such Rights; or (3) any advice or representations made or given by CDS or Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or Participants. The ability of a person having an interest in Rights held through a Participant to pledge such interest or otherwise take action with respect to such interest (other than through a Participant) may be limited. Holders of Rights that hold such Rights through a Participant must arrange exercises of Rights through their Participant.

If you are a beneficial Eligible Holder and hold your Rights through a Participant and wish to exercise your Rights, the Corporation expects in most cases you will be able to exercise your Rights by: (1) delivering to your Participant a properly completed beneficial owner election form required by your Participant to effect the exercise of your Rights; and (2) forwarding to your

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Participant the aggregate Subscription Price for the Right Common Shares that you wish to subscribe for in accordance with the terms of the Rights Offering. The exact manner of exercising your Rights will depend on the policies and practices of your Participant and so you should contact your Participant to confirm how your Rights may be exercised.

The Corporation expects you will be able to pay the aggregate Subscription Price for Rights exercised through your Participant by way of wire transfer, cheque or bank draft payable to the Participant, by direct debit from the subscriber’s brokerage account or by electronic funds transfer or other similar payment mechanism, in each case payable in Canadian dollars.

Subscriptions for Rights Common Shares made through a Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Rights Common Shares once submitted. However, in the event the Rights Offering is terminated prior to the Closing Date, including in the event the Standby Purchase Agreement is terminated, the Subscription Agent will return all subscription funds delivered by subscribers without interest or deduction, whether under the Basic Subscription Privilege or Additional Subscription Privilege.

Participants may not issue Rights to Ineligible Holders.

If a holder of Rights has any questions with respect to the proper exercise of Rights, such holder should contact the Subscription Agent by email at corporateactions@computershare.com or by telephone at 1-800-564-6253 or Outside North America (call collect): 1-514-982-7555..

Who is eligible to receive Rights?

The Rights are only being offered to Shareholders residing in the Qualified Jurisdictions (“Eligible Holders”). Shareholders will be presumed to be resident in the place of their registered address, unless the contrary is shown to the satisfaction of the Corporation. Neither the Notice nor this Circular is to be construed as an offering of the Rights, or the Rights Common Shares issuable upon exercise of the Rights, for sale in any jurisdiction outside of the Qualified Jurisdictions (the “Non-Participating Jurisdictions”) or to Shareholders who are residents in any jurisdictions other than the Qualified Jurisdictions (“Ineligible Shareholders”).

The Corporation will not accept subscriptions from any Shareholder or from any transferee of Rights who is or appears to be, or who the Corporation has reason to believe is, resident in a Non-Participating Jurisdiction, except in the circumstances described below. This Circular and/or Rights DRS will not be delivered to any Ineligible Shareholders unless such Ineligible Shareholder satisfies the Corporation that it is an Approved Ineligible Shareholder (as defined below). Rights delivered to brokers, dealers or other intermediaries may not be delivered by those intermediaries to beneficial Shareholders who are resident in Non-Participating Jurisdictions. Ineligible Holders will be presumed to be resident in the place of their registered address.

The United States is not a Qualified Jurisdiction. The Rights, and Common Shares issuable on the exercise of the Rights, have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws. Consequently, this Rights Offering is not being made in the United States, and under no circumstances is it to be construed as an offering of any securities for sale to a U.S. person or a person located in the United States, or a solicitation thereto or therein of an offer to buy any securities of the Corporation. Accordingly, subscriptions for Common Shares will not

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be accepted from or on behalf of shareholders whose addresses of record are in the United States or otherwise believed by the Corporation to be in the United States or U.S. persons.

An Ineligible Shareholder that satisfies the Corporation, in its sole discretion, that the rights offering to and subscription by such Shareholder or transferee is lawful and in compliance with all applicable securities and other laws where such Shareholder or transferee is resident (such Shareholder is referred to herein as an “Approved Ineligible Shareholder”) may have its Rights DRS issued and forwarded by the Subscription Agent upon direction from the Corporation. The Subscription Agent will hold the Rights of Ineligible Shareholders until 4:00 p.m. (Eastern time) on July 18, 2025. Ineligible Shareholders must satisfy the Corporation as to their eligibility to participate in the Rights Offering on or before 4:00 p.m. (Eastern time) on July 18, 2025, in order to have the Rights issued to them. The Rights DRS, and any Rights Shares that may be issued upon the exercise of the Rights, may be endorsed with restrictive legends according to applicable securities laws.

Ineligible Shareholders will be sent the Notice, for information purposes only, together with a letter advising them that their Rights will be held by the Subscription Agent (except in the case of an Approved Ineligible Shareholder as set out above) and that the Rights will be issued to and held on their behalf by the Subscription Agent until 4:00 p.m. (Eastern time) on July 18, 2025, after which time and prior to the Expiry Time, the Subscription Agent will attempt to sell the Rights of such Ineligible Shareholders represented by Rights in the possession of the Subscription Agent on such date(s) and at such price(s) as the Subscription Agent determines in its sole discretion.

A registered Ineligible Shareholder whose address of record is outside the Qualified Jurisdictions but who holds Common Shares on behalf of a holder who is eligible to participate in the Rights Offering must notify the Corporation, in writing, on or before the tenth day prior to the Expiry Date if such beneficial holder wishes to participate in the Rights Offering.

No charge will be made for the sale of Rights by the Subscription Agent except for a proportionate share of any brokerage commissions incurred by the Subscription Agent and costs incurred by the Subscription Agent in connection with the sale of the Rights. Ineligible Shareholders will not be entitled to instruct the Subscription Agent in respect of the price or the time at which the Rights are to be sold. The Subscription Agent will endeavour to effect sales of Rights and any proceeds received by the Subscription Agent with respect to the sale of Rights, net of brokerage fees and costs incurred and, if applicable, the Canadian tax required to be withheld, will be divided on a pro rata basis among such Ineligible Shareholders and delivered by mailing cheques (in Canadian funds) of the Subscription Agent therefor as soon as practicable to such Ineligible Shareholders. Amounts of less than $10.00 will not be remitted. The Subscription Agent will act in its capacity as agent of the Ineligible Shareholder on a best efforts basis only and the Corporation and the Subscription Agent do not accept responsibility for the price obtained on the sale of, or the inability to sell, the Rights on behalf of any Ineligible Shareholder. Neither the Corporation nor the Subscription Agent will be subject to any liability for the failure to sell any Rights of Ineligible Shareholders or as a result of the sale of any Rights at a particular price or on a particular day. There is a risk that the proceeds received from the sale of Rights will not exceed the costs incurred by the Subscription Agent in connection with the sale of such Rights and, if applicable, the Canadian tax required to be withheld. In such event, no proceeds will be remitted.

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Holders of Rights who are not resident in Canada should be aware that the purchase and sale of Rights or Rights Common Shares may have tax consequences in the jurisdiction where they reside, which are not described herein. Accordingly, such holders should consult their own tax advisors about the specific tax consequences in the jurisdiction where they reside or acquiring, holding, and disposing of Rights or Common Shares.

What is the Additional Subscription Privilege and how can you exercise this privilege?

If you exercise all of your Rights under the Basic Subscription Privilege, you may subscribe for Additional Rights Common Shares that have not been subscribed and paid for under the Basic Subscription Privilege pursuant to the Additional Subscription Privilege.

A holder of a Rights DRS who is not an Ineligible Shareholder and who has exercised all the Rights evidenced by such Rights DRS may subscribe for Additional Rights Common Shares, if available, at a price equal to the Subscription Price. Subscriptions for Additional Rights Common Shares will be received subject to allotment only and the number of Additional Rights Common Shares, if any, that may be allotted to each subscriber will be equal to the lesser of: (i) the number of Additional Rights Common Shares that such subscriber has subscribed for the Additional Subscription Privilege; and (ii) the product (disregarding fractions, if any) obtained by multiplying the number of Additional Rights Common Shares available to be issued by a fraction, the numerator of which is the number of Rights previously exercised by the subscriber pursuant to the Basic Subscription Privilege and the denominator of which is the aggregate number of Rights previously exercised pursuant to the Basic Subscription Privilege by all holders of Rights who have subscribed and paid for Additional Rights Common Shares. If any Rights holder has subscribed for fewer Additional Rights Common Shares than such Rights holder's pro rata allotment, the excess Additional Rights Common Shares will be allotted in a similar manner among the Rights holders who were issued fewer Additional Rights Common Shares than they exercised.

To subscribe for Additional Rights Common Shares under the Additional Subscription Privilege:

1. a registered Eligible Holder must: (i) complete Box 2 of the Rights Subscription Form, and (ii) deliver the Rights DRS and Rights Subscription Form, together with payment for those Additional Rights Common Shares, to the Subscription Agent at or before the Expiry Time on the Expiry Date as provided above; and
2. a beneficial Eligible Holder must deliver payment and instructions to the CDS Participant and/or its broker sufficiently in advance of the Expiry Time on the Expiry Date to allow the CDS Participant and/or its broker to properly exercise the Additional Subscription Privilege, in each case in accordance with your instructions to the CDS Participant.

If payment for all Additional Rights Common Shares subscribed for pursuant to the Additional Subscription Privilege does not accompany the subscription, the subscription pursuant to the Additional Subscription Privilege will be invalid.

If the Rights Offering is fully subscribed, the funds included for any subscription pursuant to the Additional Subscription Privilege will be returned by the Subscription Agent to the relevant Shareholders. If the Rights Offering is not fully subscribed, DRS Advice(s) representing Common Shares to be delivered to Shareholders as a result of a subscription pursuant to the Additional

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Subscription Privilege will be delivered by the Subscription Agent as soon as practicable, together with the DRS Advice(s) representing Common Shares due to those Shareholders in accordance with their subscriptions pursuant to the Basic Subscription Privilege. In addition, the Subscription Agent will return to any Shareholder subscribing pursuant to the Additional Subscription Privilege as soon as practicable after the Expiry Date any excess funds paid in respect of a subscription for Additional Rights Common Shares pursuant to the Additional Subscription Privilege where the number of Additional Rights Common Shares available to that Shareholder is less than the number of Additional Rights acquired. No interest will be payable by the Subscription Agent in respect of any excess funds returned to Shareholders.

How does a Rights holder sell or transfer Rights?

The Rights will not trade on the CSE. Holders of Rights DRS not wishing to exercise their Rights may sell or transfer them directly or through their securities broker or dealer at the holder's expense, subject to any applicable resale restrictions. Rights DRS will not be registered in the name of an Ineligible Shareholder. Holders of Rights DRS may elect to exercise only a portion of their Rights and dispose of the remainder or dispose of all of their Rights. Any commission or other fee payable in connection with the exercise or any trade of Rights (other than the fee for services to be performed by the Subscription Agent as described herein) is the responsibility of the holder of such Rights. Depending on the number of Rights a holder may wish to sell, the commission payable in connection with a sale of Rights could exceed the proceeds received from such sale.

If you wish to transfer your rights, follow the provided instructions attached to the Rights DRS. For this purpose, "eligible institution" means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program, or a member of the Stock Exchange Medallion Program. Members of these programs are usually members of a recognized stock exchange in Canada or members of the Canadian Investment Regulatory Organization.

If you are a beneficial holder, you must arrange for the transfer of Rights through the CDS Participant.

When can you trade the Rights Common Shares issuable upon the exercise of your Rights?

The Rights Common Shares will be listed on the CSE under the trading symbol "PRME" and will be available for trading as soon as practicable after closing of the Rights Offering.

Are there restrictions on the resale of Rights, Rights Common Shares and Standby Common Shares?

Rights and the Rights Common Shares issuable upon exercise of such Rights distributed to holders of Common Shares in the Qualified Jurisdictions and the Standby Common Shares issued under the Standby Purchase Agreement may be resold without hold period restrictions under the applicable securities laws of the Qualified Jurisdictions, including through the facilities of the CSE regarding the Rights Common Shares, by such holders provided that: (1) the Corporation is and has been a "reporting issuer" in a jurisdiction of Canada for four months immediately preceding the trade; (2) the sale is not by a "control person" of the Corporation; (3) no unusual effort is made

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to prepare the market or create a demand for the securities being resold; (4) no extraordinary commission or consideration is paid to a person or company in respect of the resale; and (5) if the selling security holder is an insider or officer of the Corporation, the selling security holder has no reasonable grounds to believe that the Corporation is in default of securities legislation. There may be further restrictions on Common Shares acquired by Approved Ineligible Shareholders in Ineligible Jurisdictions, including the United States, subject to the laws of that respective jurisdiction.

The Rights may not be transferred to, or for the account or benefit of, a person within the United States or a U.S. person, and may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act, which will permit the resale of the Rights by persons provided that the offer is not made to a person in the United States, neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no "directed selling efforts" (as that term is defined in Regulation S under the U.S. Securities Act), are conducted in the United States in connection with the resale. In order to enforce this resale restriction, holders thereof will be required to execute a declaration certifying that such sale is being made outside the United States in accordance with Regulation S under the U.S. Securities Act. Any person within the United States that acquires the Rights through the facilities of the CSE or otherwise, other than pursuant to the initial distribution of Rights by the Corporation, may be unable to exercise such Rights in accordance with the U.S. Securities Act or applicable U.S. state securities laws. The Corporation reserves the right to reject any such exercise of the Rights by a person within the United States that subsequently acquires the Rights and the acquisition of the Rights by such person within the United States does not constitute an offer of the underlying Common Shares to such person.

The foregoing is a summary only and is not intended to be exhaustive nor should the foregoing be treated as giving investment advice. Holders of Rights should consult with their advisors concerning restrictions on resale, and should not resell their securities until they have determined that any such resale is in compliance with the requirements of applicable legislation.

See "Who is eligible to receive Rights?" for a description of the effect of the Rights Offering on Ineligible Holders.

Will the Corporation issue fractional underlying Common Shares upon exercise of the Rights?

No, the Corporation will not issue fractional Common Shares upon the exercise of the Rights. Where the exercise of the Rights would otherwise entitle the holder of Rights to fractional Common Shares, the holder's entitlement will be reduced to the next lowest whole number of Common Shares, as the case may be, and no cash or other consideration will be paid in lieu thereof.

If the Rights Offering is not completed, will my funds be returned to me?

Yes. The Subscription Agent will hold all funds it receives in a segregated bank account for the benefit of subscribers until completion of the Rights Offering. If the Rights Offering is not completed for any reason, including in the event the Standby Purchase Agreement is otherwise terminated, all funds received by the Subscription Agent, whether pursuant to the Basic Subscription Privilege or Additional Subscription Privilege, will be returned as soon as practicable,

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without interest or deduction. If the Rights Offering is completed, the subscription funds will be released to the Corporation on the Closing Date.

APPOINTMENT OF THE SUBSCRIPTION AGENT

Who is the Rights Agent?

Computershare Investor Services Inc. (the “Subscription Agent”) has been appointed to act as the depository and the Subscription Agent for the Rights Offering and to: (1) receive subscriptions and payments from Rights holders for the Rights Common Shares subscribed for under the Basic Subscription Privilege and, if applicable, the Additional Subscription Privilege; and (2) perform the services relating to the exercise and transfer of the Rights, including the issue of Common Shares. The Corporation will pay for all such services of the Subscription Agent. The Subscription Agent will accept subscriptions for Rights Common Shares and payment of the Subscription Price from Rights holders by hand, courier or registered mail at the applicable office of the Subscription Agent:

By Hand or Courier:

If on or before July 18, 2025:

Computershare Investor Services Inc.
Attn: Corporate Actions
100 University Ave, 8th Floor
Toronto, ON M5J 2Y1

If after July 18, 2025:

Computershare Investor Services Inc.
Attn: Corporate Actions
320 Bay Street, 14th Floor
Toronto ON
M5H 4A6

By Mail:

Computershare Investor Services Inc.
Attn: Corporate Actions
31 Adelaide St. E. PO Box 7021
Toronto, ON M5C 3H2

Enquiries related to the Rights Offering should be addressed to the Subscription Agent by telephone at 1-800-564-6253 or Outside North America (call collect): 1-514-982-7555 or by email to corporateactions@computershare.com.

The method of delivery of Rights DRS and Rights Subscription Form and funds to the Subscription Agent is at the discretion of the Rights holder. Neither the Subscription Agent nor the Corporation will be liable for the failure to deliver or the delivery of Rights DRS. Rights Subscription Form or

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funds to an address other than the address set out above. Delivery to an address other than the address set out above may result in a subscription for Common Shares or a transfer of Rights not being accepted. If mail is used, registered mail is recommended.

What happens if we do not raise the minimum amount or if we do not receive funds from the Stand-by Purchasers?

In the event that the Rights Offering is not completed, the Subscription Agent will return all funds held by it to holders of Rights that have subscribed for Common Shares under the Rights Offering.

ADDITIONAL INFORMATION

Where can you find more information about us?

Further information regarding the Corporation, its activities and its financial results, including copies of the financial statements and other continuous disclosure documents filed by the Corporation with applicable Canadian securities regulatory authorities, may be obtained under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. Further information regarding the Corporation may also be found at the corporate website of the Corporation at www.prime-group.ca.

MATERIAL FACTS AND MATERIAL CHANGES

There is no material fact or material change about the Corporation that has not been generally disclosed.