RUMBU HOLDINGS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF RUMBU HOLDINGS LTD.

TO BE HELD ON WEDNESDAY, JANUARY 14, 2026

and

MANAGEMENT INFORMATION CIRCULAR

December 23, 2025

YOUR VOTE IS IMPORTANT, PLEASE VOTE TODAY.

Your vote is very important regardless of the number of shares you own. We urge you to vote using the enclosed form of proxy or voting instruction form even if you are unable to attend the meeting. Please carefully follow the instructions provided to vote your shares. If you have any questions or need assistance in voting your shares, please contact Rumbu’s Transfer Agent, Patricia Selby of TSX Trust Company.

NOTICE OF ANNUAL AND SPECIAL MEETING ... 1

GLOSSARY OF TERMS ... 2

OTHER TERMS ... 5

SCHEDULES ... 5

FORWARD LOOKING STATEMENTS ... 5

PART I – INFORMATION CIRCULAR AND PROXY STATEMENT ... 6

GENERAL PROXY MATERIALS ... 6

PART II – PARTICULARS OF MATTERS TO BE ACTED UPON ... 7

ITEM 1 – FINANCIAL STATEMENTS ... 7

ITEM 2 – ELECTION OF DIRECTORS ... 8

ITEM 3 – APPOINTMENT OF AUDITOR ... 10

ITEM 4 – APPROVAL OF OPTION PLAN ... 10

ITEM 5 – OTHER MATTERS TO BE ACTED UPON ... 12

ITEM 6 – INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON .. 13

ITEM 7 – VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES ... 13

ITEM 8 – ADDITIONAL INFORMATION ... 13

PART III – DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION ... 14

GENERAL ... 14

COMPENSATION ... 17

AUDIT COMMITTEE ... 19

CORPORATE GOVERNANCE ... 20

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ... 22

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 22

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 23

SCHEDULES

SCHEDULE A – FINANCIAL STATEMENTS AND MD&A OF RUMBU HOLDINGS LTD.

SCHEDULE B – OPTION PLAN

SCHEDULE C – AUDIT COMMITTEE CHARTER

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF RUMBU HOLDINGS LTD. TO BE HELD ON WEDNESDAY, JANUARY 14, 2026

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the holders (the "Shareholders") of Common Shares ("Shares") in the capital of Rumbu Holdings Ltd. ("Rumbu" or the "Company") will be held at the office of the Company and via Microsoft Teams Video Conference through webcam on Wednesday, January 14, 2026 at 10:00 a.m. (Calgary time) for the following purposes:

To receive the Audited Consolidated Comparative Financial Statements of the Company for the year ended December 31, 2024, the Auditor’s Report thereon and the related Management Discussion and Analysis;
To fix the number of Directors (the "Board") of the Company at five (5) and to elect the Directors for the ensuing year;
To appoint Kenway Mack Slusarchuk Stewart LLP, Chartered Professional Accountants, as the Auditors of the Company and to authorize the Board to fix the Auditors' remuneration;
To consider and, if thought advisable, to approve, with or without amendment, an ordinary resolution, to ratify and approve the Company’s Rolling 10% Stock Option Incentive Plan, as more particularly described in the accompanying Management Information Circular; and
To transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

A copy of the Financial Statements of the Company for the year ended December 31, 2024 have been included with this document. The specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular (the "Information Circular") accompanying this Notice and which Information Circular forms part of this Notice. All holders of Common Shares of the Company are invited to attend the Meeting either by direct telephone or by Microsoft Teams Video Conference by accessing the telephone number or the website through the link provided below. Shareholders are requested to complete, sign and deliver the enclosed form of Proxy to TSX Trust Company, the Transfer Agent of the Company prior to 10:00 am Calgary time on Monday, January 12, 2026 in order to be valid and acted upon at the Meeting. Further instructions with respect to voting by Proxy are provided in the form of Proxy and in the Information Circular accompanying this Notice.

BY ORDER OF THE BOARD OF DIRECTORS

Calgary, Alberta
December 23, 2025

(Signed) “Ross O. Drysdale”
Chairman, Secretary and Director

THE BOARD OF DIRECTORS AND MANAGEMENT OF RUMBU HOLDINGS LTD. REQUEST THAT ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON. TO PARTICIPATE OR SUBMIT QUESTIONS DURING THE MEETING, PLEASE REFER TO THE FOLLOWING MICROSOFT TEAMS LINK INSTRUCTIONS, WHICH INCLUDES THE DIAL-IN INSTRUCTIONS FOR TELEPHONE PARTICIPATION IN A MEETING.

MICROSOFT TEAMS VIDEO CONFERENCE NUMBER
Meeting ID: 934 381 146 363 4
Passcode: 3eM33E

GLOSSARY OF TERMS

The following is a glossary of terms and abbreviations used frequently throughout this Information Circular.

“ABCA” means the Business Corporations Act (Alberta), as amended, including all regulations promulgated thereunder;

“Affiliate” means a Company that is affiliated with another Company as described below.

A Company is an “Affiliate” of another Company if:

(a) one of them is the subsidiary of the other; or
(b) each of them is controlled by the same Person.

A Company is “controlled” by a Person if:

(a) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person; and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company.

A Person beneficially owns securities that are beneficially owned by:

(a) a Company controlled by that Person; or
(b) an Affiliate of that Person or an Affiliate of any Company controlled by that Person.

“Agent Options” means the 400,000 Agent Options issued to PI Financial Corp. (now Ventum Financial Corp.) to purchase 400,000 Common Shares of the Company at an exercise price of $0.10 per share and all of which have been exercised at the date of this Information Circular;

“Associate” when used to indicate a relationship with a person or company, means:

(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer;
(b) any partner of the person or company;
(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity;
(d) in the case of a person, a relative of that person, including:

(i) that person’s spouse or child; or
(ii) any relative of the person or of his spouse who has the same residence as that person;

but where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company;

“CPC” or “Capital Pool Company” means a corporation or trust that has filed an obtained a receipt for a preliminary CPC prospectus from one or more of the Commissions in compliance with Policy 2.4 – Capital Pool Companies; and in regard to which the Final QT Exchange Bulletin has not yet been issued;

“Closing” or “Closing Date” means the closing of the proposed Transaction;

“Company” means Rumbu Holdings Ltd.;

"Control Person" means any person or company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

"CRA" means the Canada Revenue Agency;

"Exchange" means the TSX Venture Exchange;

"Exchange Escrow" has the meaning ascribed to herein under the section entitled "Information Concerning the Resulting Issuer - Escrowed Shares of the Resulting Issuer";

"Exchange Policies" means the policies of the Exchange and all orders, policies, rules, regulations and by-laws of the Exchange as amended from time to time;

"Excluded Person" has the meaning ascribed thereto in M1 61-101;

"Information Circular" means this Information Circular of Rumbu including Schedules A to D attached hereto;

"Insider" if used in relation to an issuer, means:

(a) a director or senior officer of the issuer;
(b) a director or senior officer of a company that is an Insider or subsidiary of the issuer;
(c) a person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or
(d) the issuer itself if it holds any of its own securities;

"Interested Party" has the meaning ascribed thereto in M1 61-101;

"ITA" means the Income Tax Act (Canada);

"Meeting" means the Annual and Special Meeting of the Shareholders of the Company;

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and the companion policies and forms thereto, as amended from time to time;

"Minority Shareholders" means holders of shares other than, the Vendors, and, to the knowledge of Rumbu, and any of its respective directors and senior officers, after reasonable inquiry: (i) any Non-Arm's Length Parties to Rumbu (ii) any Non Arm's Length Parties to the Qualifying Transaction; (iii) Rumbu, (iv) any Person acting jointly or in concert with a Person referred to in (i) or (ii) in respect of the acquisition;

"NI 52-110" means National Instrument 52-110 - Audit Committees or any successor instrument;

"Non-Arm's Length Party" means in relation to a Company, a promotor, officer, director, or other Insider or Control Person of that Company and any Associates or Affiliates of any such Persons, another entity or an Affiliate of that entity, if that entity or its Affiliate have the same promotor, officer, director, Insider or Control Person as the Company, and in relation to an individual, any Associate of the individual or any Company of which the individual is a promotor, officer, director, Insider or Control Person;

"Option Plan" means the Company's Rolling 10% Stock Option Incentive Plan, to be ratified and approved by the Rumbu Shareholders at the Meeting and a copy of which is attached as Schedule B;

"Policy 2.1" means the minimum listing requirements for all Issuers making application for a new listing on the Exchange;

"Person" means a Company or individual;

"Record Date" means the date established by Rumbu for the purpose of determining the Rumbu Shareholders at the close of business on December 5, 2025 who will be entitled to notice of, and to attend and vote at the Meeting;

"Registrar" means the Registrar of the Company's or a Deputy Registrar of the Company's for the Province of Alberta, duly appointed under the ABCA;

"Related Party" has the meaning ascribed thereto in MI 61-101;

"Related Party Transaction" has the meaning ascribed thereto in MI 61-101;

"Rumbu" means Rumbu Holdings Ltd., a corporation incorporated under the ABCA;

"Rumbu Options" means the 1,250,000 stock options of the Company issued at the date of this Information Circular;

"Rumbu Shareholders" means the holders of Common Shares of Rumbu;

"Rumbu Shares" means the Common Shares in the capital of Rumbu;

"SEDAR" means System for Electronic Document Analysis and Retrieval being the official website that provides access to most public securities documents and information filed by Issuers and investment funds with the Canadian Securities Administrators (CSA) in the SEDAR filing system at the website address of www.sedarplus.ca and as of July 1, 2023 SEDAR is now referred to as SEDAR+;

"Shareholders" means the Rumbu Shareholders;

"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by a CPC, together with any other concurrent transactions, would result in the CPC meeting the initial listing requirements of the Exchange;

"Tier 2 Issuer" has the meaning given to it in Policy 2.1 – Minimum Listing Requirements; and

"Voting Share" means a security of an Issuer that is not a debt security and carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

OTHER TERMS

Words importing the singular number only include the plural and vice versa, and words importing any gender include all genders.
All dollars amounts herein are in Canadian dollars, unless otherwise stated.
A Company is “controlled” by a person if:

(a) Voting securities of the Company are held, other than by way of security only, by or for the benefit of that person; and
(b) The voting securities, if voted, entitle the person to elect a majority of the directors of the Company.

A person beneficially owns securities that are beneficially owned by:

(a) A company controlled by that person; or
(b) An Affiliate of that person or an Affiliate of any Company controlled by that person.

SCHEDULES

SCHEDULE A - Financial Statements and MD&A of Rumbu Holdings Ltd.
SCHEDULE B - Option Plan
SCHEDULE C - Audit Committee Charter

FORWARD LOOKING STATEMENTS

Certain statements in this Information Circular are forward looking statements. These forward looking statements are not based on historical facts but rather on management’s expectations regarding the future growth of Rumbu, results of operations (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect management’s current beliefs and assumptions and are based on information currently available to management. Forward looking statements involve significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including the risks discussed in this Information Circular. Although the forward looking statements contained in this Information Circular are based upon assumptions which management of Rumbu believes to be reasonable, Rumbu can assure investors that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this Information Circular and Rumbu assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

PART I
INFORMATION CIRCULAR AND PROXY STATEMENT

GENERAL PROXY MATERIALS

Solicitation of Proxies

This Information Circular is provided in connection with the solicitation of proxies by the management of Rumbu for use at the Rumbu Meeting for the purposes set forth in the accompanying Notice of Meeting. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or other means of communication and by the directors and officers of Rumbu, who will not be specifically remunerated therefore.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are directors and officers of Rumbu. A Rumbu Shareholder has the right to appoint a person (who need not be a shareholder of Rumbu) other than the persons designated in the form of proxy provided by Rumbu, to represent the Rumbu Shareholder at the Meeting. To exercise this right, the Rumbu Shareholder should insert the name of the desired representative in the blank space provided in the form of proxy or submit another appropriate form of proxy. In order to be effective, a proxy must be forwarded so as to reach, or be deposited with the TSX Trust Company ("TSX Trust"), through their offices at 301, 100 Adelaide Street, Toronto, Ontario, M5H 4H1, prior to 10:00 a.m. (Calgary time) on Monday, January 12, 2026. The proxy shall be in writing and executed by the Rumbu Shareholder or such shareholder's attorney authorized in writing, or if such shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney. You may also attend the Meeting by direct telephone or Microsoft Teams Video Conference through webcam, however, you will not be able to vote through the direct telephone or Teams Video Conference call. Therefore, it is important that you complete and forward your form of Proxy prior to the Meeting. Your proxy and voting instructions must be received in each case no later than 10:00 a.m. (Calgary time) on Monday, January 12, 2026. In addition to revocation in any other manner permitted by law, a Rumbu Shareholder may revoke a proxy by instrument in writing executed by the shareholder or such shareholder's attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof, duly authorized, and deposited either at the registered office of Rumbu at any time up to and including the last business day preceding the day of the applicable Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof.

Proxy Voting

The Rumbu Shares represented by an effective proxy will be voted in accordance with the instructions specified therein. Where no choice is specified, such securities will be voted in favour of each of the matters to be considered at the Meeting. The enclosed form of proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting, or any adjournment thereof. As of the date hereof, management of Rumbu know of no amendments, variations or other matters to come before the Meeting.

Voting Securities of Rumbu and Principal Holders

As of December 5, 2025, which is the Record Date, Rumbu has 13,182,500 Common Shares issued and outstanding, which are its only outstanding voting securities. Each Common Share entitles the holder thereof to one vote per Share. TSX Trust will prepare, as of the Record Date, a list of Rumbu Shareholders entitled to receive the Notice of the Meeting and showing the number of Common Shares held by each such Rumbu Shareholder. Each person named in the list of Rumbu Shareholders will be entitled to notice of, to attend and vote the Common Shares shown opposite such Shareholder's name at the Meeting, provided that, to the extent that such Rumbu Shareholder transfers the ownership of such Rumbu Shareholder's shares after the Record Date and the transferee of those shares establishes that the transferee owns the shares and demands, not later than ten days before the Meeting, to be included in the list of Rumbu Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote such Common Shares at the Meeting. Pursuant to the By-Laws of Rumbu, business may be transacted at the Meeting if not less than one (1) person is present, who holds or represents by proxy not less than 5% of the Common Shares entitled to vote at the Meeting. To the knowledge of the directors and senior officers of Rumbu, there are no persons who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all of the issued and outstanding shares of Rumbu other than as set out in "Information Concerning Principal Shareholders of Rumbu".

Advice to Beneficial Shareholders

The information set forth in this section is of significant importance to many shareholders of Rumbu, as a substantial number of shareholders do not hold shares in their own name. Shareholders who do not hold shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of Rumbu as the registered holders of Common Shares in the capital of Rumbu (the “Common Shares”) can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of Rumbu. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In Canada, the majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker 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 Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders by Rumbu. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications, Canada (“Broadridge”). Broadridge typically asks Beneficial Shareholders to return the proxy forms to Broadridge and Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge proxy cannot use that proxy to vote Common Shares directly at the Meeting and the proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxy holder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxy holder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Shareholder Approvals

In order to be effective, ordinary resolutions must be approved by the affirmative vote of at least 50% plus one of the votes cast thereon, special resolutions must be approved by the affirmative vote of at least 66-2/3% of the votes cast thereon pursuant to MI 61-101 and the Exchange Policies.

PART II

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Company's Board of Directors, the only matters to be brought before the Meeting are those set forth in the accompanying Notice and Information Circular including the receipt by the Shareholders of the Financial Statements of the Company for the year ended December 31, 2024, the appointment of the Auditors, the election of the Board of Directors and the approval of the Option Plan. It is the intention of the management designees, if named as proxy, to vote for the approval of all of the foregoing.

ITEM 1 - FINANCIAL STATEMENTS

Pursuant to the By-Laws of the Company, the Audited Consolidated Comparative Financial Statements and Management Discussion and Analysis of the Company for the year ended December 31, 2024, will be placed before the Shareholders at the Meeting. No vote by the Shareholders with respect thereto is required or proposed to be taken.

ITEM 2 - ELECTION OF DIRECTORS

The Articles of the Company currently provide that the number of directors of the Company will be a minimum of one and a maximum of seven directors. All directors are to be elected annually and each shall hold office until the next annual meeting of Shareholders or until their successor is duly elected or unless a director has vacated or been removed from his or her office earlier. A director need not be a Shareholder but must be a person qualified to serve under the provisions of the ABCA. The Board is currently composed of Daryl Lockyer, Jamie D. Lockyer, Ross O. Drysdale, J. Michael Sullivan and Shane A. Wylie. At the Meeting, Shareholders of the Company will be asked to fix the number of directors of the Company at five (5) and to elect five (5) directors. The term of office of each of the current directors will end at the conclusion of the Meeting. Unless a director's office is earlier vacated in accordance with the provisions of the ABCA, each director elected at the Meeting will hold office until the conclusion of the next annual meeting of the Company, or if no director is then elected, until a successor is elected.

The following disclosure sets out the names of management's five (5) nominees for election as directors of the Company, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment during the last five (5) years, the period of time during which each has been a director of the Company and the number of Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at December 23, 2025.

Name and Municipality of Residence	Office and Date First Appointed to the Company	Principal Occupation and Positions During Last Five Years	Number of Common Shares Owned Beneficially or Subject to Direction or Control
Daryl Lockyer
Lethbridge, Alberta	President, Chief Executive Officer and Director since October 16, 2023	From 2008 to 2024, the President of The Caring Group Corp., a funeral home business based in Lethbridge, Alberta which owns and operates a number of funeral homes throughout Western Canada and provides consulting services to companies in the funeral home business through Lockyer Management Corp.	3,800,000
Jamie D. Lockyer
Lethbridge, Alberta	Vice President and Director since October 16, 2023	From 2008 to 2024, an Employee of The Caring Group Corp. in Lethbridge, Alberta, a funeral home business.	2,700,000
Ross O. Drysdale^{(1)(2)}
Calgary, Alberta	Chairman, Secretary and Director since February 25, 2021	Since 1973, Mr. Drysdale has been a lawyer, was a partner with two (2) major law firms for thirty five (35) years and was the founder of Drysdale Law in 2010, a specialized corporate and securities law boutique with a particular focus on corporate and securities law practice.	500,000
Shane A. Wylie^{(1)(2)}
Calgary, Alberta	Director since April 30, 2021	Professional Landman and was previously senior manager with Paramount Resources Ltd. from 1991 to 2020 and now manages ArthurBo Energy Inc., a private company that provides land management and consulting services to the energy industry.	400,000
J. Michael Sullivan^{(1)(2)}
Calgary, Alberta	Director since April 30, 2021	Financial Advisor and was previously a senior officer and Chief Financial Officer of a number of publicly listed companies and held contract and executive positions with a number of private companies involved in solar panel fabrication, environmental services, oilsands and frac sands for the past twenty (20) years.	400,000

Notes:
1. Member of the Audit Committee.
2. Member of the Compensation Committee.

Director Biographies

Daryl Lockyer – President, Chief Executive Officer and Director – Age 51

Mr. Lockyer graduated from the Alberta School of Mortuary Science in 1994 and has a professional designation as a Funeral Director and Embalmer. He also is a member of the Alberta Funeral Services Regulatory Board and is a consultant to The Caring Group Corp., a funeral home business based in Lethbridge, Alberta which owns and operates a number of funeral homes throughout Western Canada. Since 2008, Mr. Lockyer has provided consulting services to companies in the funeral home business through Lockyer Management Corp. Mr. Lockyer will devote the time and attention to the affairs of the Company necessary to fulfil his role as a Director, President and Chief Executive Officer of the Company.

Jamie D. Lockyer – Vice President, Business Development and Director – Age 45

Jamie D. Lockyer was born and raised in a small town in Saskatchewan, Lethbridge, Alberta, she has resided in Lethbridge, Alberta and attended Lethbridge College, receiving her Management Diploma and also attended Mount Royal University, receiving her Funeral Director and Embalmer Certificate in 2008. She started her career at Martin Brothers Funeral Chapels in Lethbridge, Alberta in May, 2001 and continued with The Caring Group Corp., from December, 2008 to December, 2024. Over the course of her career, Ms. Lockyer was involved in all facets of funeral home operations and management. She prides herself in giving back to the profession in many ways, including sponsoring and training many new funeral home employees and allowing them to complete their dream of being in the funeral service business and she supported many employees of the business in numerous locations in Alberta. She is also involved in many community and philanthropic endeavors in Lethbridge. Ms. Lockyer will devote the time and attention to the affairs of the Company necessary to fulfil her role as a Director and Vice President of the Company.

Ross O. Drysdale – Chairman, Secretary and Director – Age 77

Mr. Drysdale has been a Director and Officer of a number of public companies including numerous companies listed on the Exchange and has extensive experience with public companies. Many of these companies were in the energy business and included BelAir Energy Corporation, Coachlight Resources Ltd., Equis Energy Corp. and Nexstar Energy Inc., all of which had positive track records, expanded rapidly, were able to raise equity and debt funding and had a positive corporate governance and regulatory history. Mr. Drysdale was also the founder of Arrowhead Water Products Ltd. which distributed spring water in Alberta and was a successful JCP listed on the Exchange and continues to trade as a junior public company. Mr. Drysdale holds a Bachelor of Arts degree from Mt. Allison University and a Bachelor of Laws degree from the University of New Brunswick. Mr. Drysdale has a busy corporate and securities law practice and will devote the time and attention to the affairs of the Company necessary to fulfil his role as Chairman, Secretary and Director of the Company.

Shane A. Wylie – Director – Age 72

Mr. Wylie is a professional landman and was a senior manager with Paramount Resources Ltd. from 1991 to 2020 and now manages ArthurBo Energy Inc., a private company that provides land management and consulting services to the energy industry. He has been a long time member of the Canadian Association of Petroleum Landmen. He received a Bachelor of Kinesiology from the University of Calgary in 1974. Mr. Wylie will devote the time and attention to the affairs of the Company necessary to fulfil his role as a Director of the Company.

J. Michael Sullivan – Director – Age 67

Mr. Sullivan has extensive experience as a senior Officer and Chief Financial Officer of a number of publicly listed companies including Morrison Facilities Income Trust from 1997 to 1999, International Petoreal from 2004 to 2005 and Fortress Energy in 2010 and held contract and executive positions with a number of companies involved in solar panel fabrication, environmental services, oilsands and frac sands for the past 20 years. Mr. Sullivan has extensive financial experience with private companies including as the Chief Executive Officer of BAIE Minerals Inc. from 2018 to present, a Director of Mi2 Energy Inc. in 2015 and as Chief Financial Officer of Surmont Energy Inc. from 2012 to 2014. As a result of working with these companies, Mr. Sullivan has extensive experience with raising financing and assisting with the growth of these companies, all of which had a positive corporate governance and regulatory history. Mr. Sullivan graduated from the University of New Brunswick in 1981 with a Bachelor Degree in Business Administration. Subsequently, he completed the requirements for a CFA designation in 1990. Mr. Sullivan will devote the time and attention to the affairs of the Company necessary to fulfil his role as a Director of the Company.

Corporate Cease Trade Orders or Bankruptcies

No proposed director is, as at the date of this Information Circular, or has been, within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company in respect of which the Information Circular is being prepared) that:

(a) Was subject to a cease trade or similar order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

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

No director is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, a director or executive officer of any company (including the Company in respect of which the Information Circular is being prepared) that, while that person was acting in that capacity, or 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 of trustee appointed to hold its assets. No director has, within the past ten (10) years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Personal Bankruptcies

No proposed director has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person's assets.

Penalties or Sanctions

To the knowledge of management of the Company, no proposed director has: (a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

ITEM 3 - APPOINTMENT OF AUDITOR

Kenway Mack Slusarchuk Stewart LLP, Chartered Professional Accountants ("KMSS"), has served as the Company's auditor since July 12, 2021. The Auditor's Report of KMSS on the Audited Consolidated Comparative Financial Statements of the Company for the year ended December 31, 2024 will be placed before the Shareholders at the Meeting. At the Meeting, management proposes to submit the Shareholders an ordinary resolution reappointing KMSS as the auditors of the Company, at a remuneration to be fixed by the Board.

Unless otherwise directed by the Shareholders appointing them as proxyholder, the persons named in the accompanying form of proxy intend to vote all Shares in respect of which they are appointed proxyholder FOR the appointment KMSS, as the auditors of the Company.

ITEM 4 - APPROVAL OF OPTION PLAN

The Company has in place a Rolling 10% Stock Option Incentive Plan (the "Option Plan") which was most recently re-approved by the Shareholders at the Company's last Annual and Special Meeting of Shareholders held on November 27, 2024. On November 24, 2021, the TSX Venture Exchange put into effect a revised policy governing security-based compensation entitled "Policy 4.4 – Security Based Compensation" (the "New Policy"). The changes in the policy relate to, among other things, the expansion of the policy to cover a number of types of security-based compensation in addition to stock options. In light of the New Policy, the Company amended its Option Plan which was approved by the Shareholders at the Annual and Special Meeting held on November 27, 2024 and this Option Plan aligned with the wording and provisions of the New Policy, though it remains similar in substance. The Option Plan is attached as Schedule B to this Information Circular and a copy of the Option Plan can be requested from the Company. Some of the key provisions of the Option Plan are as follows:

(a) The maximum aggregate number of Common Shares reserved for issuance under the Option Plan shall not exceed such number of Common Shares as is equal to 10% of the Common Shares of the Company issued and outstanding at the time of grant of a stock option calculated in accordance with the policies of the Exchange;

(b) Stock options granted under the Option Plan shall have a maximum term of ten (10) years from the date of issue (subject to extension where the expiry date falls within a blackout period (see (i) below));

(c) The minimum exercise price per Common Share of a stock option shall not be less than the Market Price of the Common Shares of the Company, subject to a minimum exercise price of $0.05;

(d) Stock options may only be granted to Directors, Officers, Employees, Consultants or Management Company Employees of the Company or its subsidiaries (or companies that are wholly owned by such individuals) or to Eligible Charitable Organizations;

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(e) Stock option grants are limited as follows:

(i) to any one Person – the number of Common Shares reserved for issuance to any Person in any twelve (12) month period under the Option Plan and any other Security Based Compensation Plan shall not exceed 5% of the Common Shares outstanding at the time of the grant, unless the Company has obtained disinterested shareholder approval to exceed such limit;

(ii) to Consultants – the number of Common Shares reserved for issuance to any one Consultant in any twelve (12) month period under the outstanding at the time of the grant;

(iii) to Investor Relations Service Providers – the aggregate number of Common Shares reserved for issuance to all Investor Relations Service Providers in any twelve (12) month period under the Option Plan shall not exceed 2% of the Common Shares outstanding at the time of the grant;

(iv) to Eligible Charitable Organizations – the number of Common Shares reserved for issuance pursuant to all outstanding Charitable Stock Options shall not exceed 1% of the Common Shares outstanding at the time of grant and any Charitable Stock Options granted to Eligible Charitable Organizations will not be included within the maximum limit prescribed in (a) above; and

(v) to Insiders – unless the Company has received disinterested shareholder approval to do so, the aggregate number of Common Shares reserved for issuance to Insiders under the Option Plan and any other Security Based Compensation Plan shall not exceed 10% of the Common Shares outstanding at any point in time and the aggregate number of Common Shares reserved for issuance to Insiders in any 12 month period under the Option Plan and any other Security Based Compensation Plan shall not exceed 10% of the Common Shares outstanding at the time of the grant;

(f) The Board shall determine the manner in which stock options shall vest and become exercisable, notwithstanding that stock options granted to Investor Relations Service Providers shall vest in stages over a period of no less than 12 months with: (i) no more than one-quarter of such stock options vesting no sooner than 3 months after grant; (ii) no more than one-quarter of such stock options vesting no sooner than 6 months after grant; (iii) no more than one-quarter of such stock options vesting no sooner than 9 months after grant; and (iv) no more than one-quarter of such stock options vesting no sooner than 12 months after grant;

(g) Stock options are non-assignable and non-transferable;

(h) The expiry date of a stock option shall be the earlier of the date fixed by the Board, and: (i) the date on which the stock option holder ceases to be a Director, Officer, Employee, Consultant or Management Company Employee for reason of termination for cause; (ii) in the event of the death of the stock option holder while he or she is a Director, Officer, Employee, Consultant or Management Company Employee, 12 months from the date of the death of such stock option holder; (iii) in the event that the stock option holder ceases to be a Director, Officer, Employee, Consultant or Management Company Employee other than by reason of death or termination for cause, 90 days following the date such stock option holder ceases to be a Director, Officer, Employee, Consultant or Management Company Employee; (iv) in the event that the stock option holder ceases to be an Investor Relations Service Provider, 30 days following the date such stock option holder ceases to be an Investor Relations Service Provider; and (v) no later than 90 days following the date a stock option holder ceases to be an Eligible Charitable Organization;

(i) Stock options will be automatically extended past their expiry date if such expiry date falls within a blackout period during which the Company prohibits stock option holders from exercising their options, subject to the following requirements: (i) the blackout period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information; (ii) the blackout period must expire following the general disclosure of the undisclosed Material Information and the expiry date can be extended to no later than 10 business days after the expiry of the blackout period; (iii) the automatic extension of the stock options will not be permitted where the stock option holder or the Company is subject to a cease trade order (or similar order under Securities - 9 - Laws) in respect of the Company's securities; and (iv) the automatic extension is available under the same terms and conditions to all stock option holders for whom the blackout period applied;

(a) In connection with the exercise of a stock option, as a condition to such exercise, and subject to the policies of the Exchange, the Company shall require the stock option holder to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such stock option;

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(b) Upon the occurrence of an Accelerated Vesting Event (as defined in the Option Plan), the Board will have the power, at its sole discretion and without being required to obtain the approval of shareholders or the holder of any stock option, to make such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (i) accelerating the vesting of stock options, conditionally or unconditionally; (ii) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of common shares under such transaction; (iii) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (iv) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Option Plan be final, conclusive and binding;

(c) Disinterested shareholder approval must be obtained for any reduction in the exercise price of a stock option or the extension of the term of a stock option if the stock option holder is an Insider of the Company at the time of the proposed amendment; and

(d) The Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of a stock option in the event of a share consolidation or split, or reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, spin-off or any other change to or transaction affecting the Company’s Common Shares.

“Consultant”, “Director”, “Eligible Charitable Organization”, “Employee”, “Insider”, “Investor Relations Service Provider”, “Management Company Employee”, “Market Price”, “Material Information”, “Officer”, “Person”, “Securities Laws” and “Security Based Compensation Plan” all have the same definition as in the policies of the Exchange. Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the approval of the Option Plan. The form of resolution to be considered by the shareholders of the Company at the Meeting is as follows.

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

Subject to regulatory approval and the TSX Venture Exchange (“TSXV”) the Rolling 10% Stock Option Incentive Plan (the “Option Plan”) of Rumbu Holdings Ltd. (the “Corporation”), as presented to the Shareholders, is hereby ratified and approved with such additional provisions and amendments, provided that such are not inconsistent with the policies of the TSXV, as the directors of the Corporation may deem necessary or advisable;
The form of the Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities, or at the discretion of the board of directors of the Corporation (the "Board") acting in the best interests of the Corporation without requiring further approval of the shareholders of the Corporation; and
Any one director or officer of the Corporation be and is hereby authorized and directed, upon the Board resolving to give effect to this resolution, to take all necessary steps and proceedings, and to execute, deliver and file any and all applications, declarations, documents and other instruments and do all such other acts or things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to the provisions of this resolution."

To be effective, the resolution must be passed by at least a majority of the votes cast at the Meeting. Management of the Company recommends, and the persons named in the enclosed Proxy, intend to vote FOR approval of the Option Plan.

ITEM 5 - OTHER MATTERS TO BE ACTED UPON

Management of the Company is not aware of any matters to come before the Meeting, other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matters.

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Voting Shares and Principal Holders Thereof

The capital of Rumbu is comprised of an unlimited number of Common Shares. As at the date of this Circular, the Company has 13,182,500 Common Shares issued and outstanding. The registered holders of Common Shares are entitled to vote the Common Shares held by them, either in person or by proxy, at the Meeting or any adjournment thereof, on the basis of one (1) vote for each Common Share held.

Interest of Informed Persons in Material Transactions

There were no material transactions during the past year in which directors, officers or other insiders or promoters of the Company or other informed person had a direct or indirect interest.

Other Matters

The enclosed form of proxy conveys discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice, and with respect to other matters which may properly come before the meeting. While Management of the Company knows of no such amendments, variation or other matters which may properly be presented at the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy according to their best judgment.

ITEM 6 – INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management of the Company is not aware of any material interest, whether direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, of any Director or Executive Officer of the Company who has held that position at any time since the beginning of the Company’s financial year ended December 31, 2024, or of any proposed nominee for election as director of the Company or any associate or affiliate of any of the foregoing accept as specifically provided herein. For further particulars in respect of any such matters, see under the headings “Particulars of Matters to be Acted Upon”, “Director and Named Executive Officer Compensation” and “Interest of Informed Persons in the Transaction”.

The present Directors and Officers of the Company together with the management nominees for the Board of Directors of the Company (the “Board”) and their associates and affiliates own beneficially, directly or indirectly, or exercise control or direction over, an aggregate of approximately 8,000,000 Common Shares of the Company, representing approximately 61% of the issued and outstanding shares of the Company as of the Record Date. The Directors and Officers of the Company and their associates and affiliates have agreed to vote all Common Shares beneficially owned by them in favour of the matters to be considered at the Meeting.

ITEM 7 – VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

The Company is authorized to issue an unlimited number of Common Shares and as at the Record Date, 13,182,500 Common Shares were issued and outstanding. On all matters to be considered and acted upon at the Meeting, the holders of Common Shares are entitled to one vote for each Common Share held. The Company is also authorized to issue an unlimited number of Preferred Shares and none of which are issued as of the Record Date. To the knowledge of the Directors and Officers of the Company, the only persons or entities beneficially owning, directly or indirectly, or exercising control or direction over more than ten percent (10%) of the votes attached to the Common Shares of the Company as at the date hereof are:

Name and Address	Number of Common Shares	Percent (%) of Common Shares
Daryl Lockyer	3,800,000	29%
Jamie D. Lockyer	2,700,000	20%

ITEM 8 – ADDITIONAL INFORMATION

Additional information relating to the Company may be found at www.sedarplus.ca. Additional financial information is provided in the Audited Consolidated Comparative Financial Statements of the Company for the year ended December 31, 2024 and the Management Discussion and Analysis for financial year ended December 31, 2024. Copies of the financial statements and the management discussion and analysis for the year ended December 31, 2024, this Information Circular, the accompanying form of proxy or other documents referred to in this Information Circular are separately available at www.sedarplus.ca or may be made available by making a written request to the Company at Suite 1150, 707 - 7 Avenue SW Calgary, Alberta T2P 3H6. If you are a securityholder, such copies will be promptly provided free of charge upon written request.

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PART III

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

GENERAL

The following information is provided as required under Form 51-102F6V – Statement of Executive Compensation, for Venture Issuers, as such term is defined in National Instrument 51-102. For the purposes of this Information Circular:

“Compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

“external management company” includes a subsidiary, affiliate or associate of the external management company;

“NEO” or “named executive officer” means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, for that financial year;

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

During the fiscal year ended December 31, 2024 and as of the date of this Information Circular, based on the definition above, the NEOs of the Company were:

Ross O. Drysdale, Chairman and Secretary
Daryl Lockyer, President and CEO
Jamie D. Lockyer, Vice President
Shelina Hirji, CFO

The Directors of the Company who were not NEOs during the financial year ended December 31, 2024 were:

J. Michael Sullivan
Shane A. Wylie

Actions, Decisions or Policy Changes Made During and after the December 31, 2024 Year-End

There were no management or board of director changes made during or after the December 31, 2024 year-end.

Director and NEO Compensation, Excluding Compensation Securities

The following table discloses all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary thereof, to each NEO and director, in any capacity, including for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary thereof for the financial years ended December 31, 2022, 2023 and 2024, and as of the date of this Information Circular.

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Table of Compensation excluding Compensation Securities
Name and Position	Financial Year ended December 31	Salary, consulting fee, retainer or commission ($)	Share Based Awards ($)	Option Based Awards ($)	Committee or Meeting Fees ($)	Value of all perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Daryl Lockyer^{(1)}	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
President, CEO	2023	50,000	Nil	Nil	Nil	Nil	Nil	50,000
and Director	2024	60,000	Nil	30,525	Nil	Nil	Nil	90,525
Jamie D. Lockyer^{(2)}	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Vice President and Director	2023	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2024	45,000	Nil	20,350	Nil	Nil	Nil	65,350
Shelina Hirji^{(3)}	2022	6,250	Nil	Nil	Nil	Nil	Nil	6,250
CFO	2023	9,000	Nil	Nil	Nil	Nil	Nil	9,000
	2024	60,000	Nil	8,140	Nil	Nil	Nil	68,140
Ross O. Drysdale^{(4)}	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Chairman, Secretary and Director	2023	20,000	Nil	Nil	Nil	Nil	Nil	20,000
	2024	60,000	Nil	20,350	Nil	Nil	Nil	80,350
J. Michael Sullivan	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	2,035	Nil	Nil	Nil	2,035
Shane A. Wylie	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	2,035	Nil	Nil	Nil	2,035

Notes:
(1) Daryl Lockyer was appointed President and CEO effective as of October 16, 2023 and his salary for 2023 and 2024 has been accrued and will be paid in 2026.
(2) Jamie D. Lockyer was appointed Vice President on October 16, 2023 and did not receive any compensation in 2023 and her 2024 compensation has been accrued and will be paid in 2026.
(3) Shelina Hirji was appointed Chief Financial Officer on February 25, 2021.
(4) Ross O. Drysdale was appointed Chairman and Secretary on October 16, 2023. Mr. Drysdale does not receive any salary, however, his Law Firm, Drysdale Law accrued professional fees in 2023 and 2024 and those fees will be paid in 2026.

External Management Companies

The Company has not retained any external management companies.

Stock Option Plans and Other Incentive Plans

The Company has one stock option plan, the Option Plan. For further particulars in respect of the Option Plan, see under the headings "Particulars of Matters to be Acted Upon – Approval of the Option Plan" and "Director and Named Executive Officer Compensation – Oversight and Description of Director and NEO Compensation – Compensation Objectives and Elements of NEOs Compensation – Option Awards". The Option Plan was most recently approved by the Shareholders at the Annual and Special Meeting of the Company held on November 27, 2024. The Company granted 400,000 Agent Options at an exercise price of $0.10 per Share and all of which have been exercised by the Agent to date and other than the Agent Options, there have been no other Options issued by the Company except the Options issued pursuant to the Option Plan and there are no other incentive plans of any type.

Employment, Consulting and Management Agreements

The Company does not currently have any employment, consulting or management agreements.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities issued and outstanding to each director and NEO by the Company or one of its subsidiaries during the financial year ended December 31, 2024, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

Compensation Securities
Name and Position	Type of Compensation Security(1)	Number of Compensation Securities and Percentage of Class(2)(3)(4)	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 December 31, 2024 ($)	Expiry Date
Daryl Lockyer
President, CEO and Director	Options	125,000
(19%)	December 10, 2021	$0.10	$0.10	$0.50	December 10, 2031
	Options	150,000	August 30, 2024	$0.20	$0.24	$0.50	August 30, 2034
Jamie D. Lockyer
Vice President and Director	Options	100,000
(0%)	August 30, 2024	$0.20	$0.24	$0.50	August 30, 2034
Shelina Hirji
CFO	Options	125,000
(19%)	December 10, 2021	$0.10	$0.10	$0.50	December 10, 2031
	Options	40,000	August 30, 2024	$0.20	$0.24	$0.50	August 30, 2034
Ross O. Drysdale
Chairman, Secretary and Director	Options	150,000
(23%)	December 10, 2021	$0.10	$0.10	$0.50	December 10, 2031
	Options	100,000	August 30, 2024	$0.20	$0.24	$0.50	August 30, 2034
J. Michael Sullivan
Director	Options	125,000
(19%)	December 10, 2021	$0.10	$0.10	$0.50	December 10, 2031
	Options	10,000	August 30, 2024	$0.20	$0.24	$0.50	August 30, 2034
Shane A. Wylie
Director	Options	125,000
(19%)	December 10, 2021	$0.10	$0.10	$0.50	December 10, 2031
	Options	10,000	August 30, 2024	$0.20	$0.24	$0.50	August 30, 2034

Notes:
(1) The Company has one stock option plan, the Option Plan. For further particulars in respect of the Option Plan, see under the heading "Item 5 – Approval of Option Plan".
(2) Each Option entitles the holder thereof to acquire one (1) Share.
(3) As of the date of this Information Circular, the total number of Options issued and outstanding is 1,250,000.
(4) As at December 31, 2024, the total number of Options held by each of the NEOs and/or directors as well as the percentage relative to the total number of Options outstanding on December 31, 2024 was 1,060,000 (84.8%).

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by any director or NEO during the year ended December 31, 2024. No compensation security has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year.

Oversight and Description of Director and NEO Compensation

The Board as a whole assumes responsibility for reviewing and monitoring compensation for the Company's senior management, and as part of that mandate determines the compensation of the Company's CEO and CFO. The Board wishes to provide information about the Company's executive compensation objectives and processes and to discuss compensation decisions relating to its NEOs and directors listed in the compensation tables that follow. The Board considers not only the

financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial situation of the Company both in the mid-term and the long-term. Because stock options do not require cash disbursement by the Company they are an important element of executive compensation. Additional information about the Company and its operations is available in the Company's consolidated financial statements for the financial year ended December 31, 2024, and related management discussion and analysis for the year ended December 31, 2024, which have been filed with regulators and are available for review under the Company's profile under the Company's corporate profile at www.sedar.com.

The Board has assessed the Company's compensation plans and programs for its executive officers to ensure alignment with the Company's business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs. The Company has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Company, none of the executive officers or directors has purchased such financial instruments.

COMPENSATION

The Company's executive compensation program is administered by the Compensation Committee (the "Compensation Committee") of the Board (formerly a combined Corporate Governance and Compensation Committee). The Compensation Committee is currently composed of: Ross O. Drysdale, Chairman, J. Michael Sullivan and Shane A. Wylie. As part of its mandate, the Compensation Committee reviews and recommends to the Board the remuneration of the NEOs.

Administration by the Compensation Committee

The Company's executive compensation program is administered by the Compensation Committee. The Compensation Committee has been mandated, among other things, to:

(e) Evaluate annually the performance of the President and CEO, other senior officers, and management personnel and recommend to the Board annual compensation packages and performance objectives;

(f) Review and recommend for approval by the Board, employment agreements for executive officers;

(g) Evaluate annually the performance of the President and CEO, other senior officers, and management personnel and recommend to the Board annual compensation packages and performance objectives;

(h) Review and recommend for approval by the Board, the executive compensation philosophy and remuneration policy for the Company;

(i) Recommend compensation policies and guidelines for senior officers and management personnel and advise the Board on corporate benefits and incentive plans;

(j) Advise the Board on the succession plan for the CEO;

(k) Advise and make recommendations to the Board on the administration of the Option Plan, including the term and vesting of Options, and review and approve the recommendations of senior management relating to the annual salaries, bonuses and Option grants of the executive officers and key employees;

(l) Review and recommend to the Board any significant changes to the overall compensation program; and

(m) Review the adequacy and form of the compensation of directors periodically to determine if the compensation realistically reflects the responsibilities and risks involved in being an effective director and committee member, and to report and make recommendations to the Board accordingly.

Compensation Philosophy and Objectives of the Compensation Program

The Company's compensation program intends to seek to encourage further development and commercialization of the technologies. To achieve these objectives, the Company believes it is critical to create and maintain a compensation program that will attract and retain committed, highly qualified personnel by providing appropriate rewards and incentives, motivate their performance in order to achieve the Company's strategic objectives and align the interests of executive officers with the long-term interests of the Company's shareholders and enhancement in share value.

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Compensation Objectives and Elements of NEOs Compensation

The Company compensates (or where necessary and applicable pursuant to the Management Agreement, enables or is ultimately responsible for indirect compensation of) its NEOs through the following: (a) base salary; (b) discretionary cash bonuses paid from time to time based on performance; and (c) long-term incentive compensation consisting of grants of Options at levels which the Compensation Committee believes are reasonable in light of the performance of the Company.

Base Salary

Base salaries are intended to compensate each NEO's core competencies, skills, experience and contribution to the Company. The Compensation Committee believes that base salaries should be competitive but total compensation should be weighted toward variable, long term performance-based components. The Compensation Committee, in conjunction with the Board, periodically reviews and selects a compensation peer group of companies involved in biotechnology research and development similar to the area in which the Company operates. Base salaries are periodically compared to the Company's industry peer group through publicly available information and available compensation surveys prepared by compensation consultants. Consideration has been and will be given to the Company's growth plans, area of operations and its objective of attracting and retaining highly talented individuals from within the industry.

Cash Bonus

Discretionary cash bonuses are intended to motivate and reward the accomplishment of specific business and operating objectives within a defined period. Cash bonuses are paid at the discretion of the Board on the recommendation of the Compensation Committee, based upon the achievement of certain corporate objectives. Cash bonuses awarded by the Compensation Committee are intended to be generally competitive with the market. The Compensation Committee considers the Company's performance during the year with respect to the qualitative goals in the context of market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstance in making bonus determinations. There were no cash bonuses paid by the Company in 2024. Similar to the determination of base salaries, consideration is given by the Compensation Committee to the Company's compensation peer group and other factors including the overall Company's performance and employee performance when determining if any cash bonuses were to be paid. Proposed cash bonuses for NEOs, excluding the CEO, will be recommended by the CEO, reviewed by the Compensation Committee, and, if deemed appropriate, recommended to the Board for approval. Any cash bonus to be paid to the CEO will be determined by the Board based on recommendations received from the Compensation Committee.

Financial Year ended December 31, 2024

During the year ended December 31, 2024, the Company did not enter into any transactions with related parties. Related party transactions are conducted on the terms and conditions agreed to by the related parties. It is the Company's policy to conduct all transactions and settle all balances with related parties on market terms and conditions.

Key Management Compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and its corporate officers. The Company recorded $___ share based compensation expense for the year ended December 31, 2024. The compensation to be paid to Daryl Lockyer and Jamie D. Lockyer was deferred in 2024 and 2025. The Company plans to pay compensation to Daryl Lockyer and Jamie D. Lockyer in 2026 and to Drysdale Law for professional fees in 2026, if there is ample cash flow and working capital in the Company. In general, the Company will provide a specific benefit or perquisite only when it provides competitive value and promotes retention of executives, or when the perquisite provides shareholder value, such as ensuring the health of executives. The Company does not currently provide any perquisites to its directors or corporate officers other than to compensate for out-of-pocket expenses.

Option Awards

The Company has adopted a Rolling 10% Stock Option Incentive Plan as described in Item 5 "Approval of Option Plan". The Option Plan is administered by the Board and the Compensation Committee. The Option Plan provides that the Board may from time to time, in its discretion, and in accordance with the requirements of the TSX Venture Exchange ("TSXV"), grant to directors, officers and technical consultants to the Company, non-transferable, non-assignable Options, provided that the number of Shares reserved for issuance will not exceed 10% of the issued and outstanding Shares of the Company. During the year-ended December 31, 2024 there were 1,250,000 Options granted to various officers, directors, employees and consultants of the Company. 650,000 of those Options have an exercise price of $0.10 per share and an expiry date of

December 10, 2031 and all of which vested at the time of issue. An additional 600,000 Options were granted on August 30, 2024 at an exercise price of $0.20 per share and an expiry date of August 30, 2034 and all of which vested at the time of grant. As of the date of this Information Circular, 1,250,000 Options are outstanding.

Non-Executive Director Compensation

Except as specifically described otherwise in this Information Circular, the Company does not pay cash compensation (including salaries, director's fees, commissions, bonuses paid for services rendered, bonuses paid for services rendered in a previous year, and any compensation other than bonuses earned by the directors for services rendered) to the directors of the Company for services rendered as directors only. Except as specifically described otherwise in this Information Circular, no other compensation is paid by the Company to directors; however, the directors may receive reimbursements for out-of-pocket expenses incurred in connection with attending Board meetings, Board committee meetings or information meetings. See "Director and NEO Compensation, excluding Compensation Securities".

Significant Events and Actions or Decisions made during the Financial Year Ended December 31, 2024 Affecting Compensation

Other than as otherwise disclosed in this Information Circular, including but not limited to as described below and under the headings "Particulars of Matters to be Acted Upon", "Interest of Certain Persons or Companies in Matters to be Acted Upon", "Director and Named Executive Officer Compensation" and "Interest of Informed Persons in Material Transactions", management of the Company is not aware of: (a) any significant events that have occurred during the most recently completed financial year that have significantly affected the Company's compensation (including whether any performance criterion or goal was waived or changed); or (b) any significant changes to the Company's compensation policies that were made during or after the most recently competed financial year that could or will have an effect on director or NEO compensation.

Pension Disclosure

The Company does not have a pension plan or provide any benefits following or in connection with retirement.

AUDIT COMMITTEE

The purposes of the Audit Committee of the Company (the "Audit Committee") is to assist the Board's oversight of: the integrity of the Company's financial statements; the Company's compliance with legal and regulatory requirements; the qualifications and independence of the Company's independent auditors; and the performance of the independent auditors and the Company's internal audit function.

Audit Committee Charter

The Charter of the Audit Committee (the "Audit Committee Charter") is attached as Schedule C to this Information Circular.

Composition of the Audit Committee

The Audit Committee is currently composed of J. Michael Sullivan, Chairman, Shane A. Wylie and Ross O. Drysdale. All of the members of the Audit Committee are financially literate and are considered independent, as determined by National Instrument 52-110 – Audit Committees ("NI 52-110").

Relevant Education and Experience

Each member of the Audit Committee has a general understanding of the accounting principles used by the Company to prepare its financial statements and, where required, will seek clarification from the Company's auditors. Each member of the Audit Committee also has direct experience in understanding accounting principles for private and public companies, general experience in preparing, auditing, analyzing or evaluating financial statements similar to those of the Company, and a general understanding of internal controls and the procedures for financial reporting. Each member of the Audit Committee will receive the necessary training or enrollment in the necessary continuing education course(s) to ensure that their abilities and understanding of any change in relevant accounting principles and/or financial reporting requirements are maintained at a level sufficient to provide the necessary oversight as part of their responsibilities to the Audit Committee. Refer to Director and Nominee Director Biographies below.

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Audit Committee Oversight

At no time since the commencement of the Company’s financial year end December 31, 2024 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s financial year end December 31, 2024 has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), an exemption in Section 6.1.1 of NI 52-110 (Composition of Audit Committee), or an exemption, in whole or in part, granted under Part 8 of NI 52-110 (Securities Regulatory Authority Exemption).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services other than the general requirements under the heading "External Audit" of the Audit Committee Charter which states that the Audit Committee must pre-approve any non-audit services to be provided to the Company and the fees for those services.

External Audit Service Fees

The aggregate fees billed by the Company’s external auditors during financial years December 31, 2023 and 2024 are as follows:

Financial Year Ending(1)	Audit Fees	Audit-Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31, 2024	135,000	Nil	12,300	Nil
December 31, 2023	$62,000	$10,500	$Nil	$24,717

Notes:
(1) Shown in the years that the fees were invoiced.
(2) "Audit Related Fees" include fees for assurance and related services 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".
(3) "Tax Fees" include fees for professional services for tax compliance, tax advice and tax planning. 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 all fees for non-audit services except for the audit fees paid to Myers, Norris, Penny LLP (“MNP”) for audit services relating to the audit of the financial statements of Schrader Funeral Home and Cremation Services Ltd. for December 31, 2023 and which fees were invoiced in 2024.

Exemption

As a "venture issuer" within the meaning of NI 52-110, the Company is relying upon the exemption provided by Section 6.1 of NI 52-110, which exempts venture issuers from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

CORPORATE GOVERNANCE

The following disclosure relates to the Company's corporate governance practices as required under National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"). The Company’s corporate governance committee, which is now described as the Compensation Committee (the “Compensation Committee”) of the Board is currently composed of: Ross O. Drysdale, Chairman, J. Michael Sullivan and Shane A. Wylie. Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

The Compensation Committee is responsible for ensuring conformity with the following corporate objectives:

(a) Review and recommend for approval by the Board, the Company’s key human resources policies;
(b) Review and reassess the adequacy of its mandate at least annually, and otherwise as it deems appropriate, and recommend changes to the Board. Such review shall include the evaluation of the performance against criteria defined in the Corporate Governance and Board mandates; and
(c) Perform any other activities consistent with its mandate, the Company’s by-laws, governing laws and applicable regulations or rules.

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Board of Directors

Pursuant to NI 58-101, a director is independent if the director has no direct or indirect relationship with the issuer. A material relationship is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgment. Certain directors are deemed to have a material relationship with the issuer by virtue of their position or relationship with the Company.

The Board is currently composed of five (5) members, including Daryl Lockyer, Ross O. Drysdale, Jamie D. Lockyer, J. Michael Sullivan and Shane A. Wylie. Daryl Lockyer and Jamie D. Lockyer are Executive Officers and employees of the Company and therefore are not considered to be independent within the meaning of NI 58-101 and Ross O. Drysdale, J. Michael Sullivan and Shane A. Wylie are considered to be independent. In assessing whether a director is independent for these purposes, the circumstances of each director have been examined in relation to a number of factors. The independent judgment of the Board in carrying out its responsibilities is the responsibility of all directors. The Board facilitates its exercise of independent supervision over management through meetings of the Board and through frequent informal discussions among independent members of the Board and management. In addition, the Board has free access to the Company's external auditors, legal counsel and to any of the Company's officers.

Directorships

There are no directors of the Company who are board members of other any other reporting issuers.

Orientation and Continuing Education

The Board is responsible for ensuring that new directors are provided with an orientation and education program, which will include written information about the duties and obligations of directors, the business and operations of the Company, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. Directors are expected to attend all Board meetings and prepare thoroughly in advance of each Board meeting in order to actively participate in the deliberations and decision-making process. The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. The Board notes that it has benefited from the diverse experience and knowledge of its constituent members in respect of the evolving governance regime and principles. The Board ensures that all directors are apprised of changes and proposed changes in the Company's operations and business.

Ethical Business Conduct

The Board is apprised of the activities of the Company and ensures that it conducts such activities in an ethical manner. The Board has not adopted a written code of business conduct and ethics; however, the Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to consultants, officers and directors to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary actions for violations of ethical business conduct. In particular, the Board ensures that directors exercise independent judgment in considering transactions and certain activities of the Company by holding in camera sessions of independent directors, when appropriate, and by having each director declare his or her interest in a particular transaction and abstaining from voting on such matters, where applicable.

Nomination of Directors

The Board is responsible for identifying and evaluating qualified candidates for nomination to the Board and does not have a separate nominating committee. The process by which candidates are identified is through recommendations presented to the Board, which establishes qualifications based on corporate law and regulatory requirements as well as education and experience related to the business of the Company. In identifying candidates, the Board considers the competencies and skills that the Board considers to be necessary for the Board as a whole to possess, the competencies and skills that the Board considers each existing director to possess, the competencies and skills each new nominee will bring to the Board and the ability of each new nominee to devote sufficient time and resources to his or her duties as a director. The Board also considers candidate independence and financial acumen in making recommendations for nomination. The Board does not keep a formal list of potential directors. The core competencies of any new director would be determined by the Board on a case by case basis depending on which existing director was to be replaced or what perceived area of expertise needed to be addressed.

Pursuant to its mandate, the Board takes responsibility for establishing and reviewing the Company’s system of corporate governance and its response to and compliance with any applicable regulatory guidelines. It is also responsible for preparing disclosure concerning corporate governance matters, and for developing and monitoring the Company’s general approach to corporate governance issues as they arise. Further, the Board assumes responsibility for assessing current members of the Board and ensuring that all Board members are informed of and are aware of their duties and responsibilities as directors.

Other Board Committees

The Company has no standing committees at this time other than the Audit Committee and the Compensation Committee.

Assessments

The practices of the Board respecting the above corporate governance matters are subject to modifications over time as the Company and the business environment evolves. Included in the mandate of the Board is the responsibility to assess the independence and effectiveness of the Board as a whole, the committees of the Board and individual directors. The Board, its committees and individual directors are assessed on an informal basis continually as to their effectiveness and contributions. The Board encourages an open discussion forum amongst the members of the Board as regards the effectiveness of the Board as a whole, its committees and of each individual director. All directors are free to make suggestions to improve the practices of the Board at any time and are encouraged to do so. If necessary, the Board will create measures, control mechanisms and the necessary structures to ensure the efficient execution of its responsibilities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information, as of the date of this Information Circular, with respect to compensation plans under which equity securities of the Company are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding Options, broker warrants and rights^{(1)(2)(3)}	Weighted-average exercise price of outstanding Options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders – Option Plan	1,250,000 Options	$0.15 per Option	68,250^{(2)}
Equity compensation plan not required to be approved by securityholders	Nil	Nil	Nil
TOTAL:	1,250,000		68,250^{(2)}

Notes:
(1) Shares issuable upon exercise of outstanding Options, warrants and/or rights.
(2) As of December 31, 2023, the Company granted 650,000 Options at an exercise price of $0.10 per share, with an expiry date of December 31, 2031 and all of which Options have vested. Subsequent to December 31, 2023 and on August 30, 2024, the Company granted 600,000 Options at an exercise price of $0.20 per share, with an expiry date of August 30, 2034 and all of which vested on the date of grant. As at the date of this Information Circular, there are 1,250,000 Options outstanding under the Option Plan and there remains 68,250 Options available for future issuance under the Option Plan.
(3) Broker Warrants consisted of 400,000 Agent Options which are exercisable for one (1) Common Share of the Company on or before December 10, 2026 and all of which have been exercised at the date of this Information Circular.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officer, director or employee of the Company or any of its subsidiaries, or former executive officer, director or employee of the Company or any of its subsidiaries, at any point within 30 days before the date of this Information Circular, had any outstanding indebtedness owing to the Company, or any of its subsidiaries, or any other entity where the indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries. No current director or executive officer of the Company or any of its subsidiaries, or any director or executive officer of Company or any of its subsidiaries during the most recently completed financial year, or any associate of such director or executive officer: (a) is, or at any time during the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or (b) has had indebtedness to another entity that is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as otherwise disclosed in this Information Circular and the audited financial statements for the Company’s most recently completed year ended December 31, 2024, including but not limited to as described under the headings "Particulars of Matters to be Acted Upon", "Interest of Certain Persons or Companies in Matters to be Acted Upon" and "Director and Named Executive Officer Compensation" and management of the Company is not aware of any material interest, direct or indirect, of any "informed person" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) of the Company, any proposed director or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Company’s most recently completed financial year ended December 31, 2024 or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. Except for an aggregate of $58,500 for Option Based Awards as at December 31, 2024, there was no recorded share-based compensation expense of the Company.

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SCHEDULE A

FINANCIAL STATEMENTS AND MD&A OF RUMBU HOLDINGS LTD.

SCHEDULE B

OPTION PLAN

RUMBU HOLDINGS LTD.
(the "Company")

ROLLING 10% STOCK OPTION INCENTIVE PLAN

PURPOSE

The purpose of this rolling 10% Stock Option Incentive Plan (the "Plan") of Rumbu Holdings Ltd. (the "Company") is to provide an incentive to Eligible Persons to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

DEFINITIONS

Any capitalized terms not expressly defined in this Plan shall have the same meaning ascribed thereto in Policy 4.4 of the Policy Manual of the TSX Venture Exchange (the "Exchange"). In this Plan, the following words have the following meanings:

"Board" means the Board of Directors of the Company.
"Common Shares" means the Common Shares of the Company.
"Company" or "Issuer" means Rumbu Holdings Ltd.
"Consultant" has the meaning set out in the policies of the Exchange.
"Director" means a director (as defined under Securities Laws) of an Issuer or of any of its subsidiaries.
"Effective Date" means the day following the date upon which the Plan has been approved by the Shareholders at the last meeting of the Shareholders of the Company, the Board, the Exchange and any other regulatory authority having jurisdiction over the Company's securities.
"Employee" means: (a) an individual who is considered an employee of the Issuer or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source; (b) an individual who works full-time for an Issuer or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Issuer or its subsidiary over the details and methods of work as an employee of the Issuer or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source or Exchange Policy 4.4 Security Based Compensation on page 3 (as at November 24, 2021); and/or (c) an individual who works for an Issuer or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Issuer or its subsidiary over the details and methods of work as an employee of the Issuer or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source.
"Eligible Person" means any Director, Officer, Employee or Consultant (where permitted by securities laws) (as those terms are defined by the policies of the Exchange and National Instrument 45-106 as amended from time to time) of the Company or any affiliate of the Company.
"Exchange" means the TSX Venture Exchange and any other stock exchange or stock quotation system on which the Common Shares trade.
"Fair Market Value" means, as of any date, the value of the Common Shares, determined as follows:

(a) If the Common Shares are listed on the Exchange, the Fair Market Value shall be the last closing sales price for such shares as quoted on such Exchange for the market trading day immediately prior to the date of grant of the Option, less any discount permitted by the Exchange.

(b) If the Common Shares are listed on an Exchange other than the Exchange, the fair market value shall be the closing sales price of such shares (or the closing bid, if no sales were reported) as quoted on such Exchange for the market trading day immediately prior to the time of determination less any discount permitted by such Exchange; and

(c) If the Common Shares are not listed on an Exchange, the Fair Market Value shall be determined in good faith by the Board.

"Investor Relations Service Provider" has the meaning set out in the policies of the Exchange.
"Listed Shares" means a common share, a unit of a real estate investment trust or other equivalent security that is listed on the Exchange.
"Management Company Employee" means an individual employed by a Company providing management services to the Issuer, which services are required for the ongoing successful operation of the business enterprise of the Issuer.
"Officer" means an officer (as defined under Securities Laws) of an Issuer or of any of its subsidiaries.
"Option" means the option granted to an Optionee under this Plan and the Option Agreement.
"Option Agreement" means such option agreement or agreements as is approved from time to time by the Board and as is not inconsistent with the terms of this Plan.
"Option Date" means the date of grant of an Option to an Optionee.
"Option Price" is the price at which the Optionee is entitled pursuant to the Plan and the Option Agreement to acquire Option Shares.
"Option Shares" means, subject to the provisions of Article 8 of this Plan, the Common Shares which the Optionee is entitled to acquire pursuant to this Plan and the applicable Option Agreement.
"Optionee" means a person to whom an Option has been granted.
"Participant" means a Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization that is the recipient of Security Based Compensation granted or issued by an Issuer.
"Plan" means this rolling 10% rolling Stock Option Incentive Plan, as further described in Exchange policy 4.4.
"Security Based Compensation" shall have the same meaning as defined under Exchange policy 4.4.
"Share Compensation Arrangement" means any agreement to compensate Eligible Persons with Security Based Compensation.
"Vested" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.
ADMINISTRATION

The Plan shall be administered by the Board, and subject to the rules of the Exchange from time to time and except as provided for herein, the Board shall have full authority to:

(i) Determine and designate from time to time those Eligible Persons to whom Options are to be granted and the number of Option Shares to be optioned to each such Eligible Person;

(ii) Determine the time or times when, and the manner in which, each Option shall be exercisable and the duration of the exercise period;

(iii) Determine from time to time the Option Price, provided such determination is not inconsistent with this Plan; and

(iv) Interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management.

4. OPTIONEES

Optionees must be Eligible Persons who, by the nature of their jobs or their participation in the affairs of the Company, in the opinion of the Board, are in a position to contribute to the success of the Company.

5. EFFECTIVENESS AND TERMINATION OF PLAN

The Plan shall be effective as of the Effective Date and shall terminate on the earlier of:

(a) The date which is ten years from the Effective Date; and
(b) Such earlier date as the Board may determine.

Any Option outstanding under the Plan at the time of termination of the Plan shall remain in effect in accordance with the terms and conditions of the Plan and the Option Agreement.

6. THE OPTION SHARES

(i) The maximum aggregate number of Listed Shares of the Issuer that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group) from time to time must not exceed 10% of the Issued Common Shares of the Issuer at the time of grant (unless the Issuer has obtained the requisite disinterested Shareholder approval);
(ii) The maximum aggregate number of Listed Shares of the Issuer that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the Issued Common Shares of the Issuer, calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Issuer has obtained the requisite disinterested Shareholder approval); and
(iii) The percentage of Common Shares reserved pursuant to the Plan and all other Security Based Compensation plans does not exceed 10% of the Issued and outstanding Common Shares at the time of grant.

7. GRANTS, TERMS AND CONDITIONS OF OPTIONS

Options may be granted by the Board at any time and from time to time prior to the termination of the Plan. Options granted pursuant to the Plan shall be contained in an Option Agreement and, except as hereinafter provided, shall be subject to the following terms and conditions:

(a) Option Price

The Option Price shall be determined by the Board, provided that such price shall not be lower than the Fair Market Value of the Option Shares on the date of grant of the Option.

(b) Duration and Exercise of Options

Except as otherwise provided elsewhere in this Plan, the Options shall be exercisable for a period, or in percentage instalments over a period, to be determined in each instance by the Board, not exceeding ten years from the Option Date, provided that so long as the Company is classified as a "Tier 2" issuer by the Exchange, the Options shall be exercisable for a period not exceeding ten years from the Option Date. The Options must be exercised in accordance with this Plan and the Option Agreement. Except as contemplated in (c) below, no Option may be exercised by an Optionee who was an Eligible Person at the time of grant of such Option unless the Optionee shall have been an Eligible Person continuously since the Option Date. Absence on leave, with the approval of the Company, shall not be considered an interruption of employment for the purpose of the Plan.

All rights to exercise Options shall terminate upon the earliest of:

(i) the expiration date of the Option;

(ii) the 90th day after the Optionee ceases to be an Eligible Person for any reason other than death, disability or cause;

(iii) the 30th day after the Optionee who is engaged in Investor Relations Activities for the Company ceases to be employed to provide Investor Relations Activities;

(iv) the date on which the Optionee ceases to be an Eligible Person by reason or termination of the Optionee as an Employee or Consultant of the Company for cause (which, in the case of a Consultant, includes any breach of an agreement between the Company and the Consultant);

(v) the first anniversary of the date on which the Optionee ceases to be an Eligible Person by reason of termination of the Optionee as an Employee or Consultant on account of disability; or

(vi) the first anniversary of the date of death of the Optionee.

(d) Re-issuance of Options

Options which are cancelled or expire prior to exercise may be re-issued under the Plan.

(e) Transferability of Option

Options are non-transferable and non-assignable.

(f) Vesting of Option Shares

Subject to complying with Section 7(c)(iv) herein, the Directors may determine and impose terms upon which each Option shall become Vested in respect of Option Shares, provided however that no acceleration of the vesting provisions applicable to Options granted to an Investor Relation Service Provider without the prior written approval of the Exchange.

(g) Other Terms and Conditions

The Option Agreement may contain such other provisions as the Board deems appropriate, provided such provisions are not inconsistent with the Plan and the requirements of the Exchange. In addition, for as long as the Common Shares of the Company are listed on the Exchange, the Company shall comply with the following requirements:

(i) so long as the Company is classified as either a “Tier 1” or “Tier 2” issuer by the Exchange, all grants of Security Based Compensation, including Options, to acquire more than 5% of the issued and outstanding Common Shares of the Company may not be granted to any one individual in any 12-month period;

(ii) Security Based Compensation to acquire more than 2% of the issued and outstanding Common Shares of the Company may not be granted to any one Consultant in any 12-month period;

(iii) Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares of the Company may not be granted to persons employed to provide Investor Relations Activities in any 12-month period;

(iv) Options issued to persons performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three-month period;

(v) the approval of the disinterested shareholders of the Company shall be obtained for any amendment to, extension of the Option, or reduction in the exercise price of the Option if the Optionee is an insider of the Company at the time of the amendment. For the purposes of this subsection, the term “insider” has the meaning assigned in the securities legislation applicable to the Company;

(vi) for Options granted to the Employees, Consultants or Management Company Employees of the Company, the Company and the Participant will represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee of the Company, as the case may be;

(vii) any Option Shares acquired pursuant the exercise of options prior to the completion of the Company's Qualifying Transaction, as defined in the policies of the Exchange, must be deposited in escrow in accordance with the policies of the Exchange; and

(viii) Investor Relations Service Providers are only eligible to receive Options and no other form of Security Based Compensation.

8. ADJUSTMENT OF AND CHANGES IN THE OPTION SHARES

The Exchange will permit an Issuer to amend the terms of Security Based Compensation without the acceptance of the Exchange to:

(a) reduce the number of Listed Shares that may be issued under such Security Based Compensation;

(b) increase the exercise price of a Stock Option; or

provided the Issuer issues a news release outlining the terms of the amendment.

Except as provided under above, an Issuer can amend the other terms of Security Based Compensation only where prior Exchange acceptance is obtained and where the following requirements are met:

(i) the Issuer issues a news release outlining the terms of the amendment;

(ii) if the amendment is in respect of Security Based Compensation held by an Insider of the Issuer, the Issuer obtains disinterested Shareholder approval;

If the Stock Option exercise price is amended, at least six months have elapsed since the later of the date of commencement of the term, the date the Issuer's Listed Shares commenced trading, or the date the Stock Option exercise price was last amended;
If the Stock Option exercise price is amended to less than the Market Price, the Exchange Hold Period is applied from the date of the amendment (and for greater certainty, where the Stock Option exercise price is amended to the Market Price, the Exchange Hold Period will not apply); and
If the length of the Stock Option term is amended, any extension of the length of the term of the Stock Option is treated as a grant of a new Stock Option, and therefore the amended Stock Option must comply with the pricing and other requirements of this Policy as if it were a newly granted Stock Option. The term of a Stock Option cannot be extended so that the effective term of the Stock Option exceeds 10 years in total. A Stock Option must be outstanding for at least one year before the Issuer can extend its term. The Exchange must accept a proposed amendment before the Security Based Compensation may be exercised, redeemed or settled as amended.

9. PAYMENT

Subject as hereinafter provided, the full purchase price for each of the Option Shares shall be paid by certified cheque in favour of the Company upon exercise thereof. An Optionee shall have none of the rights of a shareholder in respect of the Option Shares until the shares are issued to such Optionee.

10. SECURITIES LAW REQUIREMENTS

No Option shall be exercisable in whole or in part, nor shall the Company be obligated to issue any Option Shares pursuant to the exercise of any such Option, if such exercise and issuance would, in the opinion of counsel for the Company, constitute a breach of any applicable laws from time to time, or the rules from time to time of the Exchange. Each Option shall be subject to the further requirement that if at any time the Board determines that the listing or qualification of the Option Shares under any securities legislation or other applicable law, or the consent or approval of any governmental or other regulatory body (including the Exchange), is necessary as a condition of, or in connection with, the issue of the Option Shares hereunder, such

Option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board.

11. AMENDMENT OF THE PLAN

(i) Subject to Section 8 herein, the Board may amend, suspend or terminate the Plan 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.

(ii) The Board shall have the power, in the event of:

(a) Any disposition of substantially all of the assets of the Company, dissolution or any merger, amalgamation or consolidation of the Company, with or into any other Company, or the merger, amalgamation or consolidation of any other Company with or into the Company; or

(b) Any acquisition pursuant to a public tender offer of a majority of the then issued and outstanding Common Shares;

but subject to compliance with the rules of the Exchange, to amend any outstanding Options to permit the exercise of all such Options prior to the effectiveness of any such transaction, and to terminate such Options as of such effectiveness in the case of transactions referred to in subsection (i) above, and as of the effectiveness of such tender offer or such later date as the Board may determine in the case of any transaction described in subsection (ii) above. If the Board exercises such power, all Options then outstanding and subject to such requirements shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Board prior to the effectiveness of such transaction, and such Options shall also be deemed to have terminated as provided above.

12. POWER TO TERMINATE OR AMEND PLAN

Subject to the approval of any stock exchange on which the Company’s securities are listed, the Board may terminate, suspend or amend the terms of the Plan; provided, that 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, disinterested shareholder approval, or by the written consent of the holders of a majority of the securities of the Company entitled to vote:

(i) Increase the aggregate number of Common Shares which may be issued under the Plan;

(ii) Materially modify the requirements as to the eligibility for participation in the Plan which would have the potential of broadening or increasing Insider participation;

(iii) 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 Plan reserve; and

(iv) Materially increase the benefits accruing to Participants under the Plan.

However, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval for amendments of a housekeeping nature to the Plan.

13. SHAREHOLDER APPROVAL

This Plan is subject to the approval of the shareholders of the Company if required pursuant to the policies of the Exchange. Any Options granted prior to such approval, if required, are conditional upon such approval being given, and no such Options may be exercised unless and until such approval, as required, is given.

RUMBU HOLDINGS LTD.
OPTION PLAN
OPTION AGREEMENT

This Option Agreement is entered into between Rumbu Holdings Ltd. (the “Company”) and the Optionholder named below pursuant to the Company's Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:

(a) On ________ (the “Grant Date”);
(b) ________ (the “Optionholder”);
(c) Was granted a non-assignable option to purchase ___ Common Shares (the “Optioned Shares”) of the Company;
(d) At a price (the “Exercise Price”) of $_ per Optioned Share; and
(e) For a term expiring at 5:00 p.m., Calgary time, on ______ (the “Expiry Date”).

All on the terms and subject to the conditions set out in the Plan. By signing this agreement, the Optionholder acknowledges that he or she has read and understands the Plan.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ______.

Without prior written approval of the TSX Venture Exchange and in compliance with all applicable securities legislation, the Option Shares represented by this Option Agreement may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until ______.

IN WITNESS WHEREOF the Company and the Optionholder have executed this Option Agreement as of ______, 20__.

RUMBU HOLDINGS LTD.
By: ________
By: ________

Name of Optionholder

Signature of Optionholder

RUMBU HOLDINGS LTD.

OPTION PLAN

NOTICE OF EXERCISE

Rumbu Holdings Ltd.
Suite 1150, 707 – 7 Avenue SW
Calgary, Alberta T2P 3H6

Attention: Corporate Secretary

Reference is made to the Option Agreement made as of __, 20__, between Rumbu Holdings Ltd. (the "Company") and the Optionholder named below. The Optionholder hereby exercises the Option to purchase Common Shares (the "Optioned Shares") of the Company as follows:

Number of Optioned Shares for which Option is being exercised:

Exercise Price per Optioned Share: $ __

Total Exercise Price (in the form of a cheque (which need not be a certified cheque) or bank draft tendered with this Notice of Exercise): $ __

Name of Optionholder as it is to appear on share certificate:

Address of Optionholder as it is to appear on the register of Common Shares of the Company and to which a certificate representing the Common Shares being purchased is to be delivered:

Dated __, 20__.

Name of Optionholder

Signature of Optionholder

SCHEDULE C

RUMBU HOLDINGS LTD.

AUDIT COMMITTEE CHARTER

I. Role

The Audit Committee (the "Committee") of Rumbu Holdings Ltd. (the "Corporation") is a committee of the Board of Directors of the Corporation (the "Board"). The Committee's role is to assist the Board in its oversight of the integrity of the financial and related information of the Corporation including its financial statements, the internal controls and procedures for financial reporting and the processes for monitoring compliance with legal and regulatory requirements and to review the independence, qualifications and performance of the external auditor of the Corporation. Management is responsible for establishing and maintaining those controls, procedures and processes and the Audit Committee is appointed by the Board to review and monitor them. While the Audit Committee shall have the responsibilities and powers set forth in this charter, it shall not be the duty of the Audit Committee to determine whether the Corporation's financial statements are complete, accurate, or in accordance with generally accepted accounting principles or to conduct audits. These are the responsibilities of management and the external auditor in accordance with their respective roles. The responsibilities of a member of the Audit Committee shall be in addition to such member's duties as a member of the Board.

II. Authority

The Audit Committee shall have the power to conduct or authorize investigations into any matters within the Committee's scope of responsibilities. In connection with such investigations or otherwise in the course of fulfilling its responsibilities under this charter, the Audit Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties, to set and pay the compensation for any advisors employed by the Audit Committee and to communicate directly with the internal and external auditors. The Audit Committee shall also have unrestricted access to the Corporation's personnel and documents and will be provided with the resources to carry out its responsibilities. The Audit Committee shall have direct communication channels with the internal auditors (if any) and the external auditors to discuss and review specific issues as appropriate.

III. Membership and Meetings

The Audit Committee shall be composed of a minimum of three Directors, two of whom shall be independent as that term is defined in National Instrument 52-110 - Audit Committees ("NI 52-110") and any other applicable requirements of Canadian securities laws. A member of the Audit Committee shall automatically cease to be a member upon ceasing to be a director of the Corporation. Members shall serve one-year terms and may serve consecutive terms. This is to encourage continuity of experience. The Chairperson shall be appointed by the Board of Directors for a one-year term and may serve any number of consecutive terms. Except as may be permitted by applicable securities laws and regulatory policies, all members of the Audit Committee must be "financially literate" i.e., have the ability to read and understand a balance sheet, an income statement and a cash flow statement. At least one member of the Audit Committee should be financially sophisticated in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background which results in the individual's sophistication. This individual must have the ability to analyze and interpret a full set of financial statements including the attached notes, in accordance with Canadian generally accepted accounting principles.

The Chairman of the Audit Committee shall be appointed by the Board and the Chairman shall preside at all meetings of the Audit Committee and shall have a second and deciding vote in the event of a tie. If the Chairman is absent from a meeting, then the remaining members of the Audit Committee shall appoint one of their members to act as Chairman. Subject to the requirements of this charter, the time(s), place and processes for calling meetings of the Audit Committee and the procedures at such meetings shall be determined by the Audit Committee. Quorum of a meeting of the Audit Committee shall be the attendance of two (2) members thereof. A member or members of the Audit Committee may participate in a meeting of the Audit Committee by means of such telephonic, electronic or other communication facilities as permits all persons participating in the meeting to communicate adequately with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting.

The minutes of the Audit Committee meetings shall accurately record the decisions reached and shall be distributed to Audit Committee members with copies to the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the external auditor.

A written resolution signed by all the members of the Audit Committee entitled to vote on that resolution at a meeting of the Audit Committee is as valid as if it had been passed at a meeting of the Audit Committee. The Audit Committee reviews, prior to their presentation to the Board of Directors and their release, all material financial information required by securities regulations.

IV. Responsibilities

In carrying out its role, the Audit Committee shall:

A. General

Meet at least four times per year, or more frequently if circumstances or the obligations of the Audit Committee require;
Report to the Board on such matters as the Board may from time to time refer to the Audit Committee; and
Annually review and reassess the adequacy of this charter and submit such evaluation to the Board and recommend any proposed changes to the Board for approval;

B. External Auditor

Require the external auditor to report directly to the Audit Committee and shall provide notice of each Audit Committee meeting to the external auditor;
Recommend to the Board the external auditor to be nominated for the purpose of preparing or issuing the auditor's report or performing other audit, review or attest services for the Corporation and the compensation of the external auditor, and as necessary, review and approve the discharge of the external auditor. If the event of a change of external auditor, the Audit Committee shall review all issues and provide documentation related to the change, including the information to be included in the Notice of Change of Auditors and documentation required pursuant to National Instrument 51-102 (or any successor legislation) of the Canadian Securities Administrators and the planned steps for an orderly transition period;
Be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing the auditor's report or performing other audit, review or attest services for the Corporation;
Oversee the resolution of disagreements between management and the external auditor regarding financial reporting;
Pre-approve any non-audit services to be provided to the Corporation or its subsidiaries by the external auditor and the fees for those services;
Take reasonable steps to confirm the independence of the external auditor, which shall include, but shall not be limited to:

(a) ensuring receipt, at least annually, from the external auditor of a formal written statement delineating all relationships between the external auditor and the Corporation, including non-audit services provided to the Corporation, consistent with Section 5751 of the Canadian Institute of Chartered Accountants Handbook;
(b) considering and discussing with the external auditor any disclosed relationships or services, including non-audit services, that may impact the objectivity and independence of the external auditor; and

(c) enquiring into and determining the appropriate resolution of any conflict of interest in respect of the external auditor; and

Review and approve the Corporation's hiring policies regarding the hiring of partners, employees, and former partners and employees of the Corporation's existing and former external auditor;

C. Audit and Other Review Processes

Consider, in consultation with the external auditor, the audit scope and plan of the external auditor;
Consider and review with the external auditor the matters required to be discussed by Section 5751 of the Canadian Institute of Chartered Accountants Handbook, as the same may be modified or supplemented from time to time;
Review and discuss with management and the external auditor, as appropriate, at the completion of the annual audit:

(a) the Corporation's annual audited financial statements and related footnotes, including the accompanying management discussion and analysis prior to their release;
(b) the external auditor's audit of the financial statements and its report thereon;
(c) any significant changes required to be made in the external auditor's audit plan;
(d) any serious difficulties or disputes between management and the external auditor during the course of the external auditor's audit;
(e) any related findings and recommendations of the external auditor together with management responses including the status of previous recommendations; and
(f) any other matters related to the conduct of the external audit which are to be communicated to the Audit Committee by the external auditor under Canadian generally accepted auditing standards;

Review and discuss with management and the external auditor, as appropriate, at the completion of each interim period, the Corporation's interim financial statements including the accompanying management discussion and analysis prior to their release;
Review and discuss with management and the external auditor, as appropriate, any annual and interim earnings guidance and other press releases containing information derived from the Corporation's financial statements prior to their release;
Ensure that the Corporation has satisfactory procedures in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements and the Audit Committee shall periodically assess the adequacy of such procedures;
Review and discuss with management and the external auditor and others, as appropriate, the Corporation's internal system of audit controls established by management and the Board and the effectiveness of such controls, and inquire of management and the external auditor about significant financial risks or exposures and the steps management has taken to the minimize such risks;
Review and discuss with management and the external auditor, as appropriate, the Corporation's financial reporting practices, including changes in, or adoptions of, accounting standards and principles and disclosure practices;
Review with management and the external auditor their qualitative judgments about appropriateness, not just the acceptability, of accounting principles and accounting disclosure practices used or proposed to be used, and particularly, the degree of aggressiveness or conservatism of the Corporation's accounting principles and underlying estimates;

Meet with the external auditor and management in separate sessions, as necessary or appropriate, to discuss any matters that the Audit Committee, the external auditor or management believe should be discussed privately with the Audit Committee, provided however that the Audit Committee may request any officer, director or employee of the Corporation, its outside legal counsel or other advisors to attend a meeting of the Audit Committee or to meet with any members of, or advisors to, the Audit Committee and to assist in any such discussions;

D. Public Disclosure Documents

Review all public disclosure documents, including but not limited to press releases, containing audited or unaudited financial information, any prospectuses, annual reports, annual information forms, and management discussion and analysis prior to their public release or filing with securities regulators;

E. Risk Assessment

Assess significant risk areas and the Corporation's policies to manage risk including, without limitation, environmental risk, insurance coverage and other areas as determined by the Board from time to time; and

F. Procedures for Complaints

Establish procedures for the receipt, retention and treatment of any complaint received by the Corporation regarding accounting, internal accounting controls or auditing matters including procedures for the confidential, anonymous submissions by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

AI assistant

Rumbu Holdings Ltd. — Proxy Solicitation & Information Statement 2025

48204_rns_2025-12-23_cb8d7413-4daa-49f7-948e-76909b4f6304.pdf

RUMBU HOLDINGS LTD.

TABLE OF CONTENTS

GLOSSARY OF TERMS

OTHER TERMS

SCHEDULES

FORWARD LOOKING STATEMENTS

Solicitation of Proxies

Appointment and Revocation of Proxies

Proxy Voting

Voting Securities of Rumbu and Principal Holders

Advice to Beneficial Shareholders

Shareholder Approvals

PART II

PARTICULARS OF MATTERS TO BE ACTED UPON

ITEM 1 - FINANCIAL STATEMENTS

ITEM 2 - ELECTION OF DIRECTORS

Director Biographies

Daryl Lockyer – President, Chief Executive Officer and Director – Age 51

Personal Bankruptcies

Penalties or Sanctions

ITEM 3 - APPOINTMENT OF AUDITOR

ITEM 4 - APPROVAL OF OPTION PLAN

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

ITEM 5 - OTHER MATTERS TO BE ACTED UPON

Voting Shares and Principal Holders Thereof

Interest of Informed Persons in Material Transactions

Other Matters

ITEM 6 – INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

ITEM 7 – VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

ITEM 8 – ADDITIONAL INFORMATION

PART III

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

GENERAL

Actions, Decisions or Policy Changes Made During and after the December 31, 2024 Year-End

Director and NEO Compensation, Excluding Compensation Securities

External Management Companies

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Oversight and Description of Director and NEO Compensation

COMPENSATION

Administration by the Compensation Committee

Compensation Philosophy and Objectives of the Compensation Program

Compensation Objectives and Elements of NEOs Compensation

Base Salary

Cash Bonus

Financial Year ended December 31, 2024

Key Management Compensation

Option Awards

Non-Executive Director Compensation

Significant Events and Actions or Decisions made during the Financial Year Ended December 31, 2024 Affecting Compensation

Pension Disclosure

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Audit Service Fees

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Board Committees

Assessments

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

4. OPTIONEES

5. EFFECTIVENESS AND TERMINATION OF PLAN

6. THE OPTION SHARES

7. GRANTS, TERMS AND CONDITIONS OF OPTIONS

Rumbu Holdings Ltd. Proxy Solicitation & Information Statement 2025