Sabio Holdings — Proxy Solicitation & Information Statement 2025

Mar 21, 2025

ST. DAVIDS CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

WITH RESPECT TO

THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

ST. DAVIDS CAPITAL INC.

TO BE HELD ON APRIL 14, 2025

DATED FEBRUARY 28, 2025

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

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ST. DAVIDS CAPITAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 2025

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of St. Davids Capital Inc. ("St. Davids" or the "Corporation") will be held at the offices of Fogler, Rubinoff LLP, 40 King Street West, Suite 2400, Toronto, Ontario, at 10:00 a.m. (EST) on April 14, 2025, for the following purposes:

1. to elect the board of directors of the Corporation (the "Board") to serve until the next annual meeting of Shareholders or until their successors are elected or appointed;
2. to re-appoint Jones & O'Connell LLP as the auditor of the Corporation until the next annual meeting of Shareholders and to authorize the directors to fix the remuneration thereof;
3. to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the Information Circular, re-approving the option plan of the Corporation; and
4. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular accompanying this Notice of Annual and Special Meeting.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is March 10, 2025 (the "Record Date").

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy to the Corporation's transfer agent, TSX Trust Company, by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department; by facsimile to 1-416-595-9593; or online with your 12-digit control number at www.voteproxyonline.com, not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to April 10, 2025 at 10:00 a.m. (EST) or any adjournment of the Meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

DATED as of the 28th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF ST. DAVIDS CAPITAL INC.

Per: (signed) "Rocco Racioppo"
Rocco Racioppo,
President, Chief Executive Officer, Corporate Secretary, and Director

If you are a registered Shareholder, please complete and submit the enclosed form of proxy or other appropriate form of proxy. Completed forms of proxy must be received by TSX Trust Company, by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department; by facsimile to 1-416595-9593; or online with your 12-digit control number at www.voteproxyonline.com, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof.

If you are not a registered Shareholder, please complete the voting instruction form from your intermediary/broker and follow the instructions set out under "Advice to Beneficial Holders of Common Shares" in the management information circular accompanying this Notice of Annual General and Special Meeting.

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ST. DAVIDS CAPITAL INC.

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 12, 2025

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the "Information Circular") is furnished to holders ("Shareholders") of common shares ("Common Shares") of St. Davids Capital Inc. (the "Corporation" or "St. Davids") in connection with the solicitation of proxies by the management of the Corporation for use at the annual and special meeting (the "Meeting") of Shareholders to be held at the offices of Fogler, Rubinoff LLP, 40 King Street West, Suite 2400, Toronto, Ontario, at 10:00 a.m. (EST) on April 14, 2025, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual and Special Meeting (the "Notice of Meeting").

The information contained herein is given as of February 28, 2025, except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an "Intermediary"), you should contact your Intermediary for instructions and assistance in voting and surrendering the Common Shares that you beneficially own.

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

Unless otherwise stated, all amounts are reported in Canadian dollars.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must complete and deposit their proper form of proxy to the Corporation's transfer agent, TSX Trust Company (the "Transfer Agent"), by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department, or by facsimile to 1-416-595-9593. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in Ontario, prior to April 14, 2025 at 10:00 a.m. (EST) or any adjournment thereof. A proxy must be executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may also use the internet (www.voteproxyonline.com) to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Ontario) prior to April 14, 2025 at 10:00 a.m. (EST) or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder's behalf and to convey a Shareholder's voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Ontario) prior to April 14, 2025 at 10:00 a.m. (EST) or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the "Management Designees"). Management Designees will vote in favour of the matters specified in the Notice of Meeting and all other matters proposed by management at the Meeting. Each Shareholder submitting a proxy has the

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right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder's attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Advice to Beneficial Holders of Common Shares

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their shares in their own name, referred to in this Information Circular as "Beneficial Shareholders", are advised that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares or duly-appointed proxy holders 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 the Corporation. Such Common Shares will more likely be registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their 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 substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). 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 who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as non-objecting beneficial owners or "NOBOs". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to St. Davids are referred to as objecting beneficial owners or "OBOs".

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has distributed copies of proxy-related materials in connection with the Meeting (including this Information Circular) indirectly to all Beneficial Shareholders. The Corporation does not intend to pay for intermediaries to deliver proxy-related materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. The Corporation is not relying on the Notice-and-Access procedures outlined in NI 54-101 to distribute copies of the proxy-related materials in connection with the Meeting (including this Information Circular).

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, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form 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.

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Voting by Internet

Registered Shareholders may vote in person at the Meeting or may give another person authority to vote at the Meeting on their behalf by appointing a proxyholder. Please vote, sign, date and return the enclosed proxy in the envelope provided to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, so that it arrives no later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays prior to April 14, 2025 at 10:00 a.m. (EST).

You may also cast your vote by internet at www.voteproxyonline.com or by facsimile at 1-416-595-9593, by following the instructions provided on the form. If you choose to vote by facsimile or internet, your vote must also be cast no later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays prior to April 14, 2025 at 10:00 a.m. (EST).

All references to Shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to Shareholders of record, unless specifically stated otherwise.

Exercise of Discretion with Respect to Proxies

The Common Shares represented by the enclosed proxy will be voted for, against or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

If any amendment or variation to matters identified in the Notice of Meeting is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the enclosed proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Information Circular, the management of the Corporation is not aware of any amendments or variations or other matters to come before the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Corporation consists of an unlimited number of voting common shares (the "Common Shares"). As at the date of this Information Circular, there are 5,078,500 Common Shares issued and outstanding. Shareholders as of the Record Date are entitled to receive notice of and attend and vote at the Meeting.

Each Shareholder will be entitled to one vote at the Meeting for each Common Share held by them on the Record Date.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is March 10, 2025 (the "Record Date").

Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company, other than the person listed below, beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Information Circular.

Name of Shareholder	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
Rocco Racioppo	2,001,000 Common Shares	39.40%

(1) Percentage of Common Shares beneficially owned is calculated based on an aggregate of 5,078,500 Common Shares outstanding as of the Record Date.

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Quorum

Under the by-laws of the Corporation, a quorum for the transaction of business is present at a meeting if at least two (2) persons are present in person, being a shareholder entitled to vote at the meeting or a duly appointed proxy or representative for an absent shareholder entitled to vote at the meeting, who holds or represents by proxy in the aggregate not less than five percent (5%) of the outstanding shares of the Corporation entitled to vote at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Information Circular, no person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

MATTERS TO BE CONSIDERED AT THE MEETING

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

1. Election of Directors

At the Meeting, Shareholders will be asked to elect four (4) nominees of the Corporation set forth in the table below (the "St. Davids Nominees") as directors of the Corporation to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario) or the Corporation's by-laws.

The following table sets forth a brief background regarding St. Davids Nominees. The information contained herein is based upon information furnished by the respective nominees.

Name and Province or State and Country of Residence	Director Since	Principal Occupation for Past Five Years	Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Rocco Racioppo Toronto, Ontario	August 4, 2021	Mechanical and electrical engineering manager of Bird Construction Inc. (Jun. 2013 – Oct. 2020); Mechanical and electrical engineering manager of First Gulf Corporation. since August 2020	2,001,500
Philip Hampson Toronto, Ontario	August 4, 2021	Chief Financial Officer of several junior issuers, including Global Atomic Corporation (formerly, Atikokan Resources Inc.), Pioneering Technology Corp., and Sumtra Diversified Inc. (March 2001 to October 2019)	500,000
William Kennedy Toronto, Ontario	August 4, 2021	Senior Vice-President of LMC Group Inc. since January 2017; CEO and owner of W.C. Kennedy and Associates Inc. since December 2004	200,000
Douglas Harris Aurora, Ontario	December 8, 2021	President of Harris Capital Corporation since 2016	100,000

Unless otherwise directed, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the election of the St. Davids Nominees as directors of the Corporation. To be effective, the ordinary resolution in respect of the

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election of each nominee director must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Cease Trade Orders

Other than as otherwise disclosed below, to the knowledge of the Corporation, none of the Corporation Nominees (or any personal holding company of the Corporation Nominee) are, as at the date of this Information Circular, and have not been within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that while he was acting in that capacity, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, or after he ceased to be a director, chief executive officer or chief financial officer of the company, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while he was acting in such capacity.

On July 22, 2020, the Ontario Securities Commission issued a cease trade order (the “CTO”) against Braingrid Limited (“Braingrid”) for failure to file its annual financial statements, management’s discussion and analysis (“MD&A”) and related certificates for the year ended January 31, 2020 (the “Annual Filings”) and its interim financial statements, MD&A and related certifications for the three-month period ended April 30, 2020 (the “Interim Filings”). Braingrid subsequently filed the Annual Filings on August 28, 2020 and its Interim Filings on September 9, 2020, and the CTO was lifted by the Ontario Securities Commission on September 9, 2020. On July 23, 2020, the Canadian Securities Exchange (“CSE”) suspended trading of Braingrid’s common shares as a result of the CTO and certain outstanding quarterly and monthly CSE filings. On September 9, 2020, the CTO was lifted and on October 26, 2020 Braingrid completed the outstanding CSE filings and the suspension was lifted. During this time, Mr. Harris was the Chief Financial Officer of Braingrid. Braingrid’s auditor would not commence work on the above filings until Braingrid settled all prior amounts owed to the auditor and provided a retainer fee for the upcoming financial year, which contributed to the delayed completion of such filings.

Bankruptcies

To the knowledge of the Corporation, none of the Corporation Nominees are, and have not within the past 10 years, been a director or executive officer of any company, including the Corporation, that, while he was acting in such capacity, or within a year of him ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets or has, within the past 10 years, became 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 his assets.

Penalties and Sanctions

To the knowledge of the Corporation, none of the Corporation Nominees (or any personal holding company of a Corporation Nominee) have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority nor has he entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

2. Appointment of Auditors

At the Meeting, the Shareholders will be asked to re-appoint Jones & O'Connell LLP as auditors of the Corporation to serve until the close of the next annual meeting of Shareholders and to authorize the directors to fix their remuneration.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the appointment of Jones & O'Connell LLP as auditors of the Corporation at remuneration to be fixed by the Board.

3. Approval of Stock Option Plan

The TSXV requires that all listed companies with a 10% rolling stock option plan to obtain annual shareholder approval of such plan on an annual basis. Shareholders will be asked at the Meeting to vote on a resolution to approve, for the ensuing year, the stock option plan of the Corporation (the "Plan") as described below.

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The Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Common Shares. The purpose of the Plan is to develop the interests of directors, officers, employees and consultants of the Corporation and its affiliates in the growth and development of the Corporation and its affiliates by providing them with the opportunity through share options to acquire an increased proprietary interest in the Corporation.

The number of Common Shares issuable upon the exercise of options granted under the Plan at any time may not exceed 10% of the total number of issued and outstanding Common Shares (on a non-diluted basis) and the aggregate number of Common Shares issuable to any one individual may not exceed 5% of the total number of issued and outstanding Common Shares. The period during which an option granted under the Plan is exercisable may not exceed ten years from the date such option is granted. All options are non-assignable and non-transferrable. The price which the Common Shares may be acquired upon exercise of an option may not be less than the price permitted under the rules of any stock exchange on which the Common Shares are listed and the vesting provisions are determined by the Board at the time of grant.

If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of the Corporation for any reason other than death, the option may be exercised within the earlier of up to 90 days after such cessation or the expiry of the option, but only to the extent that the holder was entitled to exercise the option at the date of cessation. In the case of death an optionee, the option may be exercised within the earlier of up to 12 months after such death or the expiry of the option, but only to the extent that the holder was entitled to exercise the option at the date of death.

The text of the resolution which management intends to place before the Meeting to approve the Plan is as follows:

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The stock option plan (the "Plan") of the Corporation, be and is hereby approved with such modifications as may be required by the TSX Venture Exchange;
2. The maximum number of common shares of the Corporation which may be issued under the Plan shall be equal to 10% of the then issued and outstanding common shares of the Corporation from time to time; and
3. Any director or officer of the Corporation be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the ordinary resolution approving the Plan.

4. Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the management designees named in the instrument of proxy to vote the same in accordance with their best judgment in such matters.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Securities legislation requires the disclosure of compensation received by each "Named Executive Officer" of the Corporation for the two most recently completed financial years. The Corporation is currently a capital pool company ("CPC") (as such term is defined in the policies of the TSXV) and until the Corporation completes a Qualifying Transaction (as such term is defined in the policies of the TSXV), no compensation of any kind may be provided to the Corporation's directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options to purchase Common Shares in the Corporation ("Options") pursuant to the Plan.

"Named Executive Officer" means: (a) the Chief Executive Officer; (b) the Chief Financial Officer, regardless of the amount of compensation of those individuals; (c) the Corporation's three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed fiscal period and whose salary and bonus exceeds $150,000; and (b) any additional individuals for whom disclosure would have been provided

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under (c) except that the individual was not serving as an officer of the Corporation at the end of the most recently completed fiscal year. The Corporation currently has no Named Executive Officers.

As at the date hereof, the Named Executive Officers of the Corporation have not received any share-based awards, non-equity incentive plan compensation, pension value or other compensation other than Option-based awards from the Corporation.

No compensation securities were exercised by the Corporation's Named Executive Officers or directors during the most recently completed financial year.

Name and Principal Position	Year	Salary ($)	Option-Based Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)	Total Compensation ($)
				Annual Incentive Plans ($)	Long-Term Incentive Plans ($)
Rocco Racioppo CEO	2024	Nil	Nil	Nil	Nil	$12,000	$12,000
	2023	Nil	Nil	Nil	Nil	$12,000	$12,000
	2022	Nil	$25,392.50	Nil	Nil	$12,000	$37,392.50
Phil Hampson CFO	2024	Nil	Nil	Nil	Nil	$6,000	$6,000
	2023	Nil	Nil	Nil	Nil	$6,000	$6,000
	2022	Nil	$8,756	Nil	Nil	7,500	$16,256

(1) The Common Shares were listed on the TSXV on October 13, 2022 and began trading on October 14, 2022. Pursuant to the Corporation's initial public offering, the options were issued at an exercise price of $0.10 per Common Share.

Stock Option Plans and Other Compensation Securities

The Corporation has established a Plan for its directors, officers, employees and consultants which was previously approved by the shareholders of the Corporation. The number of authorized but unissued Common Shares that may be subject to options granted to optionees under the Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Plan require annual shareholder approval.

Compensation Securities

Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Rocco Racioppo CEO, President, Secretary, Director	Options	253,925	Oct. 14, 2022	$0.10	$0.10 (1)	$0.025	Oct. 14, 2027
Phil Hampson CFO	Options	87,560	Oct. 14, 2022	$0.10	$0.10 (1)	$0.025	Oct. 14, 2027
Doug Harris Director	Options	17,512	Oct. 14, 2022	$0.10	$0.10 (1)	$0.025	Oct. 14, 2027
William Kennedy Director	Options	35,024	Oct. 14, 2022	$0.10	$0.10 (1)	$0.025	Oct. 14, 2027

(1) The Common Shares were listed on the TSXV on October 13, 2022 and began trading on October 14, 2022. Pursuant to the Corporation's initial public offering, the stock options were issued at an exercise price of $0.10 per Common Share.

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No compensation securities were exercised by the Corporation's Named Executive Officers or directors during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

The Corporation has established a Plan for its directors, officers, employees and consultants which was previously approved by the shareholders of the Corporation. The number of authorized but unissued Common Shares that may be subject to options granted to optionees under the Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Plan require annual shareholder approval. As of the date hereof: (i) the Corporation has issued Options to acquire up to 394,021 Common Shares at $0.10 per Common Share under the Plan, all of which have vested; and (ii) the Corporation currently has no Options available for further issuance under the Plan.

Oversight and Description of Director and Named Executive Officers Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation's executive compensation program. The Corporation chooses to issue Options to maintain a competitive position in the CPC marketplace and because it is the only permissible form of compensation that may be awarded to its directors and officers while it is a CPC.

The objective and purpose of any Option reward is to encourage the Corporation's officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the Option, the directors and officers will receive no benefit, or very little benefit, from any Options.

With respect to the grant of Options, the Chief Executive Officer of the Corporation recommends to the Board the individual equity incentive awards for each executive officer and director. The Board then takes these recommendations into consideration when making final decisions on compensation for those executive officers. The Board does not use formulas or benchmarks for each grant, but is restricted by the policies of the TSXV and the terms of the Plan in how many Options it may grant. Options under the Plan are awarded to executive officers by the Board based upon the level of responsibility and contribution of the individuals towards the Corporation's goals and objectives. Previous grants of Options to a particular individual will be taken into account when considering future grants of Options to that particular individual.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

Pension Plan Benefits

As at the date hereof, the Corporation did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

CORPORATE GOVERNANCE DISCLOSURE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board's review of the Corporation's governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 - Corporate Governance Guidelines.

Board of Directors

The Board, which is responsible for supervising the management of the business and affairs of the Corporation, is currently comprised of four (4) directors, two (2) of which are independent as such term is defined in NI 58-101 and in National Instrument 52-110 – Audit Committees ("NI 52-110"). The independent directors are: William Kennedy and Doug Harris. Rocco Racioppo and Phil Hampson are not independent by virtue of being member of the Corporation's management.

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Directorships

Certain of the Corporation's current directors are currently directors or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name	Name of Reporting Issuer	Name of Exchange or Market(1)	Position	From	To
Douglas Harris	Grid Metals Corp.	TSXV	Chief Financial Officer	October 2021	Present
	Sol Strategies Inc. (formerly Cypherpunk Holdings Inc.)	CSE	Chief Financial Officer	April 2021	Present

(1) TSXV means the TSX Venture Exchange and CSE means the Canadian Securities Exchange.

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, as there have been no changes in Board membership since incorporation. At such time as there is a change in the Board, this policy will be reviewed.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

Compensation of Directors and Officers

The Board as a whole is responsible for determining the overall compensation strategy of the Corporation and administering the Corporation's executive compensation program. The Corporation is currently a CPC and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation's directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares pursuant to the Plan.

Other Board Committees

The Board has no standing committees other than the Audit Committee.

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee, to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

AUDIT COMMITTEE

NI 52-110 requires the Corporation to disclose annually in its management information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

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Audit Committee Charter

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting processes of the Corporation and annual external audits of the financial statements. The Audit Committee has formally set out its responsibilities and compensation requirements in fulfilling its oversight in relation to the Corporation's internal accounting standards and practices, financial information, accounting systems and procedures. The Audit Committee Charter is set forth in Schedule "A" attached hereto.

Composition of the Audit Committee

The audit committee of the Corporation currently consists of the following three directors: Douglas Harris (Chair), William Kennedy, and Rocco Racioppo. Douglas Harris and William Kennedy are considered to be "independent", as such term is defined in NI 52-110. Each member of the Audit Committee is also considered to be "financially literate", as such term is defined in NI 52-110.

The Corporation is relying on the exemption provided by section 6.1 of NI 52-110, which provides that the Corporation, as a "venture issuer", is not required to comply with Part 3 (Composition of the Audit Committee) or Part 5 (Reporting Obligations) of NI 52-110.

Relevant Education and Experience of Audit Committee Members

Douglas Harris – Director and Chairman

Douglas Harris is a Chartered Accountant and a Chartered Business Valuator with over 20 years of experience in the financial services sector, including accounting, operations, corporate finance, equity research, private equity and mergers and acquisitions. Mr. Harris has a BSc. in Physical Geography from the University of Guelph and an MBA (Accg) from the University of Toronto – Rotman School of Management. Mr. Harris has been the President of Harris Capital Corporation since 2016, a private company solely owned by Mr. Harris. Through Harris Capital Corporation,

Mr. Harris is currently the CFO of Sol Strategies Inc. (formerly Cypherpunk Holdings Ltd.) (2021 – present), interim CFO of Tony G Co-Investment Holdings Ltd. (December 2018 – May 2022, and February 2025 to present). Previously Mr. Harris was CFO of Grid Metals Corp. (TSXV: GRDM) (2021 - 2025), Aux Mode Inc. (2019 – 2023), and Midex Resources Ltd. (2021 – 2024). Prior to founding Harris Capital Corporation, Mr. Harris was Vice President of Investment Banking at, Jacob Securities Inc. (2014 to 2016), Jennings Capital Inc. (2011 – 2014), Salman Partner Inc. (2009 – 2011), Desjardins Securities Inc. (2008 - 2009), and Northern Securities Inc. (2005 – 2008), Vice President at Integrated Asset Management (1999 – 2005), and Associate Director, M&A at Yorkton Securities Inc. (2006 – 2009). Prior to joining Yorkton Securities Inc. Mr. Harris was employed at Arthur Andersen LLP and KPMG LLP.

William Kennedy – Director

Mr. Kennedy joined LMC Group as a Senior Vice-President in January 2017 with the merger of W. C. Kennedy & Associates with LMC Group. LMC Group is dedicated to helping business owners achieve their retirement objectives through appropriate financial advice, timely service and the use of the tax-deductible strategies associated with current pension legislation to create a guaranteed inflation indexed lifetime income at retirement.

Mr. Kennedy is a leading expert in retirement plan design, modeling and funding for executives & business owners. He has over 35 years' experience as a consulting actuary; most of which was obtained with two of the largest worldwide actuarial consulting firms (AON Consulting & Hewitt Associates - 15 years) and one of the big "4" accounting firms (Ernst & Young - 10 years). Bill has authored several articles and papers on business owner/executive retirement plan design and financing. Mr. Kennedy is a Fellow of Canadian Institute of Actuaries and Fellow of the Society of Actuaries and spent 10 years as an examiner for the Society of Actuaries..

Rocco Racioppo - Director, Chief Executive Officer, President, and Corporate Secretary

In 1998 Mr. Racioppo was the founding Director of Atikokan Resources Inc., a mineral exploration company. Mr. Racioppo served as Chief Operations Officer and Chief Financial Officer of Atikokan Resources Inc. Mr. Racioppo took the company public on the Exchange with a full initial public offering. In 2005, a reverse takeover was arranged of Atikokan Resources Inc. with Silvermet Inc. Silvermet's name was then changed to Global Atomic Corporation (formerly listed on the Exchange; since 2019 listed on the TSX under "GLO") and presently has a market capitalization of approximately $630 million. Mr. Racioppo graduated in 1980 from the University of Waterloo with a Bachelors of Applied Science (B.A.Sc) Honors degree in Mechanical Engineering.

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Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year 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 Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 (De Minimis Non-audit Services) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the heading "Approval of Audit and Remitted Non-Audit Services Provided by External Auditors" of the Audit Committee Charter of the Corporation which is attached hereto as Schedule "A".

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in the last fiscal year is set out below.

Financial Year Ending	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
August 31, 2024	$14,000	Nil	$500	$0
August 31, 2023	$14,000	Nil	$500	$500
August 31, 2022	$10,700	Nil	$3,000	$400

Exemption

As an issuer listed on the TSXV, the Corporation currently relies on the exemption set forth in Section 6.1 of NI 52-110 pertaining to composition of the Audit Committee and reporting obligations under NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee of the Corporation, or any proposed nominee director, or any of their respective associates or affiliates, is or has been at any time since the beginning of the last completed fiscal year, indebted to the Corporation or any of its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Corporation is not aware of any material interest, direct or indirect, of any "informed person" of the Corporation, any proposed director of the Corporation or any associate or affiliate, of any of the foregoing in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the company or any of its subsidiaries. The St. Davids Nominees are directors and/or officers and shareholders of St. Davids. See "Matters to be Considered at the Meeting – Escrow Amendment Resolution".

For the purposes of the above, "informed person" means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

There are potential conflicts of interest to which all of the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. All of the directors and officers are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the search by the Corporation for businesses or

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assets in order to close a Qualifying Transaction, as such term is defined in the policies of the TSXV. Accordingly, situations may arise where all of the directors and officers will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (Ontario).

MANAGEMENT CONTRACTS

The Corporation has no management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation's profile on the SEDAR+ website at www.sedarplus.ca. Copies of the Corporation's financial statements and related management's discussion and analysis are available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company at its registered office address at 40 King Street West, Suite 2400, Toronto, Ontario, M5H 3Y2, to request copies of the Corporation's financial statements and management's discussion and analysis.

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SCHEDULE "A"

ST. DAVIDS CAPITAL INC.
(the "Corporation")

AUDIT COMMITTEE CHARTER

1. PURPOSE AND COMPOSITION

The purpose of the Audit Committee (the "Committee") of St. Davids Capital Inc. (the "Corporation") is to assist the Board of Directors (the "Board") in reviewing:

i. the Corporation's financial disclosure;
ii. the qualifications and independence of the Corporation's external auditor; and
iii. the performance of the external auditor.

The Audit Committee shall be comprised of a minimum of 3 Directors including a Committee Chair. While the Corporation is a "venture issuer" as defined in National Instrument 52-110 - Audit Committees ("NI 52-110"), a majority of the Audit Committee members shall, in the opinion of the Board, be independent directors under NI 52-110. Once the Corporation ceases to be a "venture issuer" as defined in NI 52-110, all of the Audit Committee members shall, in the opinion of the Board, be independent directors under NI 52-110. Each member of the Committee shall have a working knowledge of basic finance and accounting practices, and shall be "financially literate" as defined in NI 52-110. The Chair of the Committee must have accounting or related financial management experience.

1. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

a) Financial Disclosure

a. review the Corporation's:
b. interim and annual financial statements;
c. management's discussions and analyses;
d. interim and annual earnings press releases;
e. annual information forms;
f. prospectuses;
g. other documents containing audited or unaudited financial information, at its discretion;
h. report thereon to the Board before such documents are approved by the Board and disclosed to the public;
i. be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than the disclosure provided by the financial statements, management's discussions and analyses and earnings press releases, and shall periodically assess the adequacy of those procedures.

b) External Audit

i. recommend to the Board the external auditor to be appointed for purposes of preparing or issuing an auditor's report or performing other audit, review or attest services;

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ii. review and approve the audit plan, the terms of the external auditor's engagement, the appropriateness and reasonableness of proposed audit fees, and any issues relating to the payment of audit fees, and make a recommendation to the Board with respect to the compensation of the external auditor;

iii. review the independence of the external auditor;

iv. meet with the external auditor and with management to discuss the audit plan, audit findings, any restrictions on the scope of the external auditor's work, and any problems that the external auditor experiences in performing the audit;

v. review with the external auditor and management any changes in Generally Accepted Accounting Principles that may be material to the Corporation's financial reporting;

vi. review pro forma or adjusted information not in accordance with GAAP;

vii. have the authority to communicate directly with the external auditor;

viii. require the external auditor to report directly to the Committee;

ix. directly oversee the work of the external auditor that is related to the preparation or issue of an auditor's report or other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting;

x. meet with the external auditor to discuss the annual financial statements (including the report of the external auditor thereon) and the interim financial statements (including the review engagement report of the external auditor thereon);

xi. review any management letter containing the recommendations of the external auditor, and the response and follow up by management in relation to any such recommendations;

xii. review any evaluation of the Corporation's internal control over financial reporting conducted by the external auditor, together with management's response;

xiii. pre-approve (or delegate such pre-approval to one or more of its independent members) in accordance with a pre-approval policy, all engagements for non-audit services to be provided to the Corporation or its subsidiary entities by the external auditor, together with all non-audit services fees, and consider the impact of such engagements and fees on the independence of the external auditor;

xiv. review and approve the Corporation's hiring policy regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation; and

xv. in the event of a change of auditor, review and approve the Corporation's disclosure relating thereto.

c) Financial Complaints Handling Procedures

i. establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

ii. establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

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1. OPERATION OF THE COMMITTEE

In connection with the discharge of its duties and responsibilities, the Committee shall observe the following procedures:

i. Reporting. The Committee shall report to the Board.

ii. Meetings. The Committee shall meet at least four times every year, and more often if necessary, to discharge its duties and responsibilities hereunder.

iii. Advisors. The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay, at the Corporation's expense, the compensation of such advisors.

iv. Chairman. The Committee will recommend a director as Chairman of the Committee to the Board for approval.

If the Chairman of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside.

v. Quorum. A majority of committee members, present in person, by video-conference, by telephone or by a combination thereof, shall constitute a quorum.

vi. Secretary. The Committee shall appoint a Secretary who need not be a member of the Committee or a director of the Corporation. The Secretary shall keep minutes of the meetings of the Committee.

vii. Calling of Meetings. A meeting of the Committee may be called by the Chairman of the Committee, by the external auditor of the Corporation, or by any member of the Committee.

viii. Notice of meeting. Notice of the time and place of every meeting may be given orally, in writing, by facsimile or by e-mail to each member of the Committee at least 48 hours prior to the time fixed for such meeting.

A member may in any manner waive notice of the meeting. Attendance of a member at the meeting shall constitute waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

ix. Auditor's Attendance at Meetings. The external auditor shall be entitled to receive notice of every meeting of the Committee and, at the expense of the Corporation, to attend and be heard at any meeting of the Committee. If so requested by a member of the Committee, the external auditor shall attend every meeting of the Committee held during the term of office of the external auditor.

x. Access To Information. The Committee shall have access to any information, documents and records that are necessary in the performance of its duties and the discharge of its responsibilities under this Charter.

xi. Review Of Charter. The Committee shall periodically review this Charter and recommend any changes to the Board as it may deem appropriate.

xii. Reporting. The Chairman of the Committee shall report to the Board, at such times and in such manner, as the Board may from time to time require and shall promptly inform the Chairman of the Corporation of any significant issues raised during the performance of the functions as set out herein, by the external auditor or any Committee member, and shall provide the Chairman copies of any written reports or letters provided by the external auditor to the Committee.

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