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Starlo Ventures Ltd. — Proxy Solicitation & Information Statement 2025
Oct 17, 2025
48434_rns_2025-10-16_c4b2a0ff-f13f-4323-88f0-dab14093b242.pdf
Proxy Solicitation & Information Statement
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STARLO VENTURES LTD.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
AND
MANAGEMENT INFORMATION CIRCULAR
Dated: October 8, 2025
Meeting Details
Date: November 12, 2025
Time: 10:00 a.m. (Vancouver time)
Place: Suite 3200 – 733 Seymour Street
Vancouver, British Columbia
STARLO VENTURES LTD.
Suite 3200, 733 Seymour Street
Vancouver, British Columbia, V6B 0S6
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (hereinafter called the "Meeting") of the Shareholders of STARLO VENTURES LTD. (hereinafter called the "Company") will be held on Wednesday, November 12, 2025, at Suite 3200 – 733 Seymour Street, Vancouver, British Columbia at the hour of 10:00 a.m. (Pacific Daylight Time) for the following purposes:
- To receive and consider the audited financial statements of the Company for fiscal year ended December 31, 2024, and the Auditor's Reports thereon.
- To appoint Dale Matheson Carr Hilton Labonte LLP, Chartered Professional Accountants as the Company's auditor for the financial year ending December 31, 2025, and to authorize the directors to fix their remuneration.
- To set the number of directors for the ensuing year at four (4).
- To elect directors of the Company to hold office for the ensuing year.
- To consider and, if thought advisable, to pass, with or without variation, a resolution re-approving the Company's Stock Option Plan dated November 8, 2022.
- To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.
An information circular, containing details of matters to be considered at the Meeting, accompanies this notice.
A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder's shares will be voted at the Meeting is requested to complete, date, and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular. As set out in this notice, the enclosed proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.
DATED at Vancouver, British Columbia, this 8th day of October, 2025.
By Order of the Board of Directors
STARLO VENTURES LTD.
"Patrick De Witt"
Patrick De Witt
Director and President
STARLO VENTURES LTD.
Suite 3200, 733 Seymour Street
Vancouver, British Columbia, V6B 0S6
MANAGEMENT INFORMATION CIRCULAR
(containing information as at October 8, 2025 unless otherwise stated)
For the Annual General and Special Meeting
to be held on Wednesday, November 12, 2025
SOLICITATION OF PROXIES
This Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by management (the "Management") of Starlo Ventures Ltd. (the "Company"), for use at the annual general and special meeting (the "Meeting") of the shareholders ("Shareholders") of the Company to be held on Wednesday, November 12, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.
The enclosed form of proxy (the "Proxy") is solicited by Management. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.
APPOINTMENT OF PROXYHOLDERS
The persons named in the Proxy are representatives of the Company.
A Shareholder entitled to vote at the Meeting has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder's behalf at the Meeting other than the persons named in the accompanying form of proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the accompanying form of proxy and insert the name of the Shareholder's nominee in the blank space provided or complete another suitable form of proxy.
A Proxy will not be valid unless it is duly completed, signed, and deposited with the Company's registrar and transfer agent, Odyssey Trust Company ("Odyssey Trust") by hand or mail at 350-409 Granville Street, Vancouver, BC V6C 1T2, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. A Proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer. See also the form of proxy for instructions as to the use of online voting.
VOTING BY PROXYHOLDER
Manner of Voting
The common shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice on the Proxy with respect to any matter to be acted upon, the shares will be voted accordingly. On any poll, the persons named in the Proxy (the "Proxyholders") will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the Proxyholder will do so in accordance with such direction.
The Proxy, when properly signed, confers discretionary authority on the Proxyholder with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the Proxyholder.
Instructions to Vote
- To Vote Your Proxy Online please visit:
https://vote.odysseytrust.com and click on LOGIN. You will require the CONTROL NUMBER printed with your address to the right on your proxy form. If you vote by Internet, do not mail this proxy.
- By mail or personal delivery to Odyssey Trust Company, Attn: Proxy Department, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8; or
- By fax to Odyssey, to the attention of the Proxy Department at 1-800-517-4553 (toll-free within Canada and the U.S.) or 416-263-9524 (international).
In the absence of instructions to the contrary, the Proxyholders intend to vote the common shares represented by each Proxy, properly executed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular.
Revocation of Proxy
A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer and deposited by hand or mail, with Odyssey Trust at 350-409 Granville Street, Vancouver, BC V6C 1T2, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. See also the form of proxy for instructions as to the use of online voting.
Voting Thresholds Required for Approval
In order to approve a motion proposed at the Meeting, a majority of not less than one-half of the votes cast will be required (an "Ordinary Resolution") unless the motion requires a special resolution (a "Special Resolution"), in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion ("Disinterested Shareholder Approval").
ADVICE TO REGISTERED SHAREHOLDERS
Shareholders whose names appear on the records of the Company as the registered holders of common shares in the capital of the Company (the "Registered Shareholders") may choose to vote by proxy whether or not they are able to attend the Meeting in person.
Registered Shareholders who choose to submit a Proxy may do so by completing, signing, dating and depositing the Proxy with Odyssey Trust by hand or mail at 350-409 Granville Street, Vancouver, BC V6C 1T2, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. A Proxy must be signed by the Shareholder or by his or her attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer. See also the form of proxy for instructions as to the use of online voting.
Returning your proxy form
To be effective, we must receive your completed Proxy form or voting instruction no later than 10:00 a.m. (Vancouver time) on November 10, 2025.
If the meeting is postponed or adjourned, we must receive your completed Proxy by 5:00 p.m. (Vancouver time), two full business days before any adjourned or postponed meeting at which the Proxy is to be used. Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion, and he is under
no obligation to accept or reject a late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold shares in their own name.
Shareholders who do not hold their shares in their own name (referred to in this information circular as "Beneficial Shareholders") should note that only proxies deposited by Registered Shareholders whose names appear on the records of the Company as the registered holders of shares can be recognized and acted upon at the Meeting.
If shares are listed in an account statement provided to a Shareholder by an intermediary, such as a brokerage firm, then, in almost all cases, those shares will not be registered in the Shareholder's name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder's intermediary or an agent of that intermediary, and consequently the Shareholder will be a Beneficial Shareholder. In Canada, the vast majority of such shares are registered under the name CDS & Co. (being the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The shares held by intermediaries or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an intermediary and its agents are prohibited from voting shares for the intermediary's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.
Applicable regulatory rules require 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 shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the Beneficial Shareholder.
The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications ("Broadridge"). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such shares are voted.
There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own ("OBOs" for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are ("NOBOs" for Non-Objecting Beneficial Owners). The Company does not intend to pay for intermediaries to deliver these securityholder materials to OBOs and, as a result, OBOs will not be sent paper copies unless their intermediary assumes the costs.
These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders of the Company. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.
Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a Proxyholder for a Registered Shareholder and vote their shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their shares as Proxyholder for a Registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their shares as a Proxyholder.
Non-Objecting Beneficial Owners
Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs. This year, the Company will rely on those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form ("VIF") from the Company's transfer agent, Odyssey Trust. These VIFs are to be completed and mailed to Odyssey Trust or by facsimile. In addition, Odyssey Trust provides internet voting as described on the VIF itself which contains complete instructions. Odyssey Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.
If you are a Beneficial Shareholder and the Company or its agent has sent these proxy-related materials to you directly, please be advised that your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your securities on your behalf. By choosing to send these proxy-related materials to you directly, the Company (and not the intermediaries holding securities your behalf) has assumed responsibility for (i) delivering the proxy-related materials to you and (ii) executing your proper voting instructions as specified in the VIF.
Objecting Beneficial Owners
Beneficial Shareholders, who are OBOs, should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.
Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of Shareholders' meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the OBO.
The form of proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge. Broadridge typically supplies voting instruction forms, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. An OBO receiving a VIF from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the VIF must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.
United States Shareholders
This solicitation of Proxies and VIFs involves securities of a company located in Canada and is being effected in accordance with the corporate and securities laws of the province of British Columbia, Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the securities laws of British Columbia, Canada differ from the disclosure and proxy solicitation requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected
adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), some of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.
Notice-and-Access
The Company is not relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of the Circular, Proxy or VIF.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
Except as otherwise disclosed herein, none of the directors ("Directors") or officers ("Officers") of the Company, at any time since the beginning of the Company's last financial year, nor any proposed nominee for election as a Director, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of Directors or the appointment of auditors.
RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
A Shareholder of record at the close of business on October 8, 2025 (the "Record Date") who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such shareholder's shares voted at the Meeting, or any adjournment thereof.
The Company's authorized capital consists of an unlimited number of common shares (the "Common Shares") without par value. As at the Record Date, the Company has 14,147,000 Common Shares issued and outstanding, with each share carrying the right to one vote.
Principal Holders of Voting Securities
To the best of the knowledge of the Directors and executive officers of the Company, no persons or corporations beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company, other than as described below:
| Name of Shareholder | Number of common shares(1) | Percentage of Issued and Outstanding |
|---|---|---|
| Christian de Groot | 5,200,000 | 36.75% |
| Patrick De Witt | 5,200,000 | 36.75% |
| Core Connections Ltd.(2) | 200,000 | 1.41% |
(1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Company, has been obtained by the Company from Odyssey Trust and/or furnished by the Shareholder listed above.
(2) Core Connections Ltd. is a corporation controlled by Patrick De Witt.
EXECUTIVE COMPENSATION
STATEMENT OF EXECUTIVE COMPENSATION
The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6 – Statement of Executive Compensation, and sets forth compensation for each of Patrick De Witt, the President and Director, Steven Krause, the Chief Financial Officer of the Company (the "NEO"), and Craig Rollins and Christoper Cooper, Directors of the Company.
Director and NEO Compensation, Excluding Options and Compensation Securities
The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and Director, in any capacity, for the most recently completed financial year ended December 31, 2024:
| Table of Compensation Excluding Compensation Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name and position | Year (1) | Salary, consulting fee, retainer or commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites | Pension value ($) | Value of all other compensation ($) | Total compensation ($) |
| Patrick De Witt^{(2)} | ||||||||
| President and Director | 2024 | |||||||
| 2023 | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | ||||||||
| Christopher Cooper^{(3)} | ||||||||
| Director | 2024 | |||||||
| 2023 | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | ||||||||
| Craig Rollins^{(4)} | ||||||||
| Director | 2024 | |||||||
| 2023 | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | ||||||||
| Christian Uria^{(5)} | ||||||||
| Former Chief Financial Officer | 2024 | |||||||
| 2023 | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil | Nil | |||||||
| Nil |
(1) Financial year ended December 31.
(2) Patrick De Witt was appointed President and Director on November 26, 2021.
(3) Christopher Cooper was elected as a Director on November 26, 2021.
(4) Craig Rollins was elected as a Director on November 26, 2021.
(5) Christian Uria was appointed Chief Financial Officer on November 26, 2021, and resigned on September 30, 2025.
Stock Options and Other Compensation Securities and Instruments
The following table sets out all incentive stock options or compensation securities granted or issued to each NEO and Director by the Company, for the most recently completed financial years ended December 31, 2024 and 2023:
| 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 (mm/dd/yy) | 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 (mm/dd/yy) |
| Patrick De Witt
President, and Director | Stock Options | 425,000 | 03/10/23 | $0.10 | $0.08 | $0.25 | 11/08/27 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Christian Uria^{(1)}
Former Chief Financial
Officer and Corporate
Secretary | Stock Options | 140,000 | 03/10/23 | $0.10 | $0.08 | $0.25 | 11/08/27 |
| Christoper Cooper
Director | Stock Options | 100,000 | 03/10/23 | $0.10 | $0.08 | $0.25 | 11/08/27 |
| Craig Rollins
Director | Stock Options | 200,000 | 03/10/23 | $0.10 | $0.08 | $0.25 | 11/08/27 |
(1) Christian Uria resigned as Chief Financial Office and Corporate Secretary on September 30, 2025.
Exercise of Compensation Securities by Directors and NEOs
No NEO or Director of the Company exercised any incentive stock options or compensation securities during the most recently completed financial years ended December 31, 2024 and 2023.
Stock Option Plans and Other Incentive Plans
The Company has adopted a stock option plan (the "Option Plan") pursuant to which the Board may grant options (the "Options") to purchase Common Shares of the Company to NEOs, Directors and employees of the Company or affiliated corporations and to consultants retained by the Company.
The purpose of the Option Plan is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.
The number of Common Shares which may be the subject of Options on a yearly basis to any one person cannot exceed five (5%) percent of the number of issued and outstanding Shares at the time of the grant. Options may be granted to any employee, Officer, Director, consultant, affiliate or subsidiary of the Company exercisable at a price which is not less than the market price of common shares of the Company on the date of the grant. The Directors of the Company may, by resolution, determine the time period during which any option may be exercised (the "Exercise Period"), provided that the Exercise Period does not contravene any rule or regulation of such exchange on which the Common Shares may be listed. All Options will terminate on the earliest to occur of (a) the expiry of their term; (b) the date of termination of an optionee's employment, office or position as Director, if terminated for just cause; (c) ninety (90) days (or such other period of time as permitted by any rule or regulation of such exchange on which the Common Shares may be listed) following the date of termination of an optionee's position as a Director or NEO, if terminated for any reason other than the optionee's disability or death; (d) thirty (30) days following the date of termination of an optionee's position as a consultant engaged in investor relations activities, if terminated for any reason other than the optionee's disability, death, or just cause; and (e) the date of any sale, transfer or assignment of the Option.
Options are non-assignable and are subject to early termination in the event of the death of a participant or in the event a participant ceases to be a NEO, Director, employee, consultant, affiliate, or subsidiary of the Company, as the case may be. Subject to the foregoing restrictions, and certain other restrictions set out in the Option Plan, the Board of the Company is authorized to provide for the granting of Options and the exercise and method of exercise of options granted under the Option Plan.
There are presently 1,315,000 Options outstanding under the Option Plan.
For further information regarding the terms of the Option Plan, refer to the heading below "Approval of Stock Option Plan".
Employment, Consulting and Management Agreements
Management functions of the Company are not, to any substantial degree, performed other than by Directors or NEOs of the Company. There are no agreements or arrangements that provide for compensation to NEOs or Directors of the Company, or that provide for payments to a NEO or Director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or Director's responsibilities.
Oversight and Description of Director and NEO Compensation
Compensation of Directors
Compensation of Directors of the Company is reviewed annually and determined by the Board. The level of compensation for Directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.
In the Board's view, there is, and has been, no need for the Company to design or implement a formal compensation program for Directors. While the Board considers Option grants to Directors under the Option Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of Options. Other than the Option Plan, as discussed above, the Company does not offer any long term incentive plans, share compensation plans or any other such benefit programs for Directors.
Compensation of NEOs
Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board's view, there is, and has been, no need for the Company to design or implement a formal compensation program for NEOs.
Elements of NEO Compensation
As discussed above, the Company provides an Option Plan to motivate NEOs by providing them with the opportunity, through Options, to acquire an interest in the Company and benefit from the Company's growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEOs. Other than the Option Plan, the Company does not offer any long term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.
Due to the relatively small size of the Company, limited cash resources, and the early stage and scope of the Company's operations, the NEOs do not currently receive annual salaries. The Board will review the Company's financial performance on an annual basis to determine whether salaries can be paid to the NEOs at a later date.
Pension Plan Benefits
No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as of the date of this Circular:
| Equity Compensation Plan Information | |||
|---|---|---|---|
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| Equity compensation plans approved by securityholders | N/A | N/A | N/A |
| Equity compensation plans not approved by securityholders | 3,935,000 | $0.10 | 99,700 |
| Total(1) | 3,935,000 | $0.10 | 99,700 |
(1) Represents the number of Common Shares available for issuance under the Option Plan, which reserves a number of Common Shares for issuance, pursuant to the exercise of Options, that is equal to 10% of the issued and outstanding Common Shares from time to time.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or "routine indebtedness", as that term is defined in Form 51-102F5 of National Instrument 51-102 – Continuous Disclosure Obligations, none of
(a) the individuals who are, or at any time since the beginning of the last financial year of the Company were, a Director or Officer;
(b) the proposed nominees for election as Directors; or
(c) any associates of the foregoing persons,
is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company (a "Subsidiary"), or is a person whose indebtedness to another entity 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 Subsidiary.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
For purposes of the following discussion, "Informed Person" means:
(a) a Director or Officer;
(b) a director or executive officer of a person or company that is itself an Informed Person or a Subsidiary;
(c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and
(d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.
Except as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial year ended December 31, 2024, none of:
(a) the Informed Persons of the Company;
(b) the proposed nominees for election as a Director; or
(c) any associate or affiliate of the foregoing persons,
has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.
MANAGEMENT CONTRACTS
Except as provided herein, there are no management functions of the Company, which are, to any substantial degree, performed by a person other than the directors of executive officers of the Company:
On April 1, 2022, the Company entered into an administrative services agreement (the "Services Agreement") with Core Connections Ltd. ("Core Connections"), a company owned by Patrick De Witt. Under the Services Agreement, the Company pays Core Connections $3,000 per month for management and administrative services. Total fees paid to Core Connections during the years ended December 31, 2023 and 2022 were $36,000 and $33,000, respectively.
PARTICULARS OF MATTERS TO BE ACTED UPON
Presentation of Financial Statements
The audited financial statements of the Company for the financial year ended December 31, 2024 (the "Financial Statements") and the auditor's reports thereon (the "Auditor's Report"), will be presented to Shareholders at the Meeting.
The Financial Statements, Auditor's Report, and management's discussion and analysis ("MD&A") for the financial year ended December 31, 2024 are available under the Company's profile on SEDAR+ at www.sedarplus.ca. The Notice of Annual General and Special Meeting of Shareholders, Information Circular, Request for Financial Statements (NI 51-102) and form of Proxy will be available from Odyssey Trust, at 350-409 Granville Street, Vancouver, BC V6C 1T2 or from the office of the Company's, which is located at Suite 3200 – 733 Seymour Street, Vancouver, British Columbia, V6B 0S6.
Appointment and Remuneration of Auditor
Shareholders will be asked to approve the appointment and reappointment of the auditors of the Company, unless directed by a Shareholder that such Company's Common Shares are to be withheld from voting in the appointment of auditors, such resolution to be substantially in the form set forth below:
"RESOLVED AS AN ORDINARY RESOLUTION THAT:
(1) the reappointment of Dale Matheson Carr-Hilton LLP as auditors of the Company to hold office until the next annual meeting and to authorize the directors to fix their remuneration be authorized and approved."
In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR reappointing Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants as the Company's independent auditor for the ensuing year, and FOR authorizing the Board to fix the auditor's pay.
Fixing the Number of Directors
Management proposes, and the persons named in the accompanying form of proxy intend to vote in favour of, fixing the number of Directors for the ensuing year at four (4). Although Management is nominating four
(4) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.
In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR fixing the number of Directors at four (4) for the ensuing year.
Election of Directors
The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at four (4). Although Management is nominating four (4) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.
Each Director of the Company is elected annually and holds office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated, in accordance with the Articles of the Company.
In the absence of instructions to the contrary, the shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.
INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT
The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a Director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. Each of the nominees are currently Directors of the Company.
| Name, Province and Country of ordinary residence(1), and positions held with the Company | Principal occupation and, IF NOT an elected Director, principal occupation during the past five years(1) | Date(s) serving as a Director | No. of shares beneficially owned or controlled(1) |
|---|---|---|---|
| Patrick De Witt(2) | |||
| British Columbia, Canada | |||
| Director and President | Marketing – Venture Capital | Since January 25, 2021 | 5,300,000 |
| Craig Rollins(2) | |||
| British Columbia, Canada | |||
| Director | Lawyer | Since January 14, 2021 | 200,000 |
| Christopher Cooper(2) | |||
| British Columbia, Canada | |||
| Director | Business Consultant | Since January 14, 2021 | 100,000 |
| Steven Krause | |||
| British Columbia, Canada | |||
| Director Nominee | Chartered Professional Accountant | N/A | 0 |
(1) The information as to the province and country of residence, principal occupation and shares beneficially owned or over which a Director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective Directors individually as of the Record Date.
(2) Member of the Audit Committee
Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions
Corporate Cease Trade Orders
Other than as set forth below, to the knowledge of the Company, no proposed director of the Company is, as at the date of this Circular, or within ten years prior to the date of this Circular has been, a director, chief executive officer or chief financial officer of any company (including the Company or personal holding companies of any proposed director) that:
(a) was subject to 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, 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 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, 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.
From February of 2004 until March of 2012, Mr. Cooper served as a director of Copacabana Capital Limited, a company traded on the TSXV, a financial services company incorporated under the laws of and managed in Bermuda. The BCSC issued an order on May 9, 2006 and the ASC issued an order on September 13, 2006 that Copacabana Capital Limited be cease traded due to failure to file certain financial information. Copacabana Capital Limited remains under the cease trade orders as at the date of this Circular.
Mr. Cooper is also the President and CEO of Reparo Energy Partners Corp., formerly Northern Sun Exploration Company Inc., a company traded on the TSXV. On December 23, 2008, trading in the common shares of this company was halted for failure to maintain a transfer agent, but trading of common shares on the TSXV resumed on December 23, 2008. The BCSC issued an order on March 11, 2009 and the ASC issued an order on March 6, 2009, that Reparo Energy Partners Corp. be cease traded due to failure to file certain financial information and it remains under the cease trade orders as at the date of this Circular. In August 2008, Reparo Energy Partners Corp. filed for protection under the Bankruptcy and Insolvency Act (British Columbia) and as at August 2009, the restructuring proposal had been fully performed.
Mr. Cooper was the President and CEO of Aroway Energy Inc., a company traded on the TSXV. A management cease trade order was issued by the BCSC on October 29, 2015 against Cooper and Aroway Energy Inc. for failing to file the Company's annual audited financial statements and related management's discussion and analysis. A second cease trade order was issued by the BCSC on January 4, 2016 against Aroway Energy Inc. for failing to file its annual audited financial statements, interim financial report and related management's discussion and analysis. Both cease trade orders remain in effect as at the date of this Circular.
Mr. Cooper was a director of StartMonday Technology Corp., a company traded on the CSE. A cease trade order was issued by the BCSC on May 1, 2019 against StartMonday Technology Corp., Mr. Cooper and another insider of StartMonday Technology Corp. for failing to file the Company's annual audited financial statements, interim financial report and related management's discussion and analysis. StartMonday Technology Corp. was subsequently delisted while the management cease trade order remains in effect.
Penalties or Sanctions
To the knowledge of the Company, no proposed director or personal holding companies of any proposed director of the Company:
(a) has 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) 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.
Personal Bankruptcies
Except as set out in this Circular, to the knowledge of the Company, no proposed director of the Company:
(a) is, as at the date of this Circular, or within ten years prior to the date of this Circular has been, a director or executive officer of any company (including the Company or personal holding companies of any proposed director) 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 or trustee appointed to hold its assets; or
(b) has, within ten years before the date of the Circular, 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.
Conflicts of Interest
To the best of the Company's knowledge, there are no existing or potential material conflicts of interest between the Company and any of its directors or officers as of the date hereof. However, certain of the Company's directors and officers are, or may become, directors or officers of other companies with businesses which may conflict with its business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on the Company's behalf.
Pursuant to the BCBCA, directors and officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company. As required under the BCBCA and the Company's Articles:
- a director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer of the Company, must promptly disclose the nature and extent of that conflict; and
- a director who holds a disclosable interest (as such term is defined under the BCBCA) in a contract or transaction into which the Company has entered or proposes to enter may generally not vote on any directors' resolution to approve such contract or transaction.
Generally, as a matter of practice, directors who have disclosed a material interest in any contract or transaction that the Board is considering will not take part in any board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will refrain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which directors or officers may have a conflict.
Approval Of the Stock Option Plan
The Stock Option Plan was last approved by the shareholders on October 15, 2024. The principal purpose of the Stock Option Plan is to advance the interests of the Company by encouraging the directors, employees and consultants of the Company and of its subsidiaries or affiliates, if any, by providing them with the opportunity to be issued with and acquire Company Common Shares, thereby increasing their
proprietary interest in the Company, and encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.
The Option Plan is a ten (10%) percent rolling stock option plan, and the text of the Option Plan is attached to this Circular as Schedule "C". The following is a summary of certain provisions of the Option Plan and is subject to, and qualified in its entirety by, the full text of the Option Plan.
-
The maximum number of Common Shares that may be issued upon the exercise of Options granted under the Option Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares of the Company at the time of grant, the exercise price of which, as determined by the Board in its sole discretion, shall not be less than the closing price of the Common Shares traded through the facilities of the Canadian Securities Exchange (the "Exchange") prior to the announcement of the option grant, or, if the Common Shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.
-
The Board shall not grant Options to any one person in any twelve (12) month period which will, when exercised, exceed five percent (5%) of the issued and outstanding Common Shares or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed two percent (2%) of the issued and outstanding Common Shares.
-
Upon expiry of an Option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Option Plan. All Options granted under the Option Plan may not have an expiry date exceeding five (5) years from the date on which the Board grants and announces the granting of the Option.
-
If the option holder ceases to be a Director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, then the Option granted shall expire on no later than the 90th day following the date that the option holder ceases to be a Director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Option Plan.
At the Meeting, Shareholders will be asked to pass the following Resolution to approve the Option Plan (the "Option Plan Resolution"), substantially in the following form:
"BE IT RESOLVED THAT the Company's Option Plan be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the policies of the Exchange, as the directors of the Company may deem necessary or advisable."
In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Stock Option Plan Resolution.
OTHER MATTERS
As of the date of this Circular, management knows of no other matters to be acted upon at the Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.
AUDIT COMMITTEE DISCLOSURE
The Charter of the Company's audit committee and other information required to be disclosed by National Instrument 52-110 – Audit Committees ("NI 52-110") is attached to this Circular as Schedule "A".
CORPORATE GOVERNANCE DISCLOSURE
The information required to be disclosed by National Instrument 58-101 – Disclosure of Corporate Governance Practices is attached to this Circular as Schedule "B".
ADDITIONAL INFORMATION
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Copies of the Company's Financial Statements and Management Discussion and Analysis may be obtained without charge upon request from the Company, at Suite 3200, 733 Seymour Street, Vancouver, British Columbia, V6B 0S6.
DIRECTOR APPROVAL
The contents of this Circular and the sending thereof to the Shareholders have been approved by the Directors.
DATED at Vancouver, British Columbia, this 8th day of October, 2025.
STARLO VENTURES LTD.
/s/ "Patrick De Witt"
Patrick De Witt
Director and President
SCHEDULE “A”
FORM 52-110F2
AUDIT COMMITTEE DISCLOSURE
Item 1: The Audit Committee Charter
1.0 Purpose of the Committee
1.1 The Audit Committee represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and auditing activities and legal compliance of the Company and its subsidiaries.
2.0 Members of the Committee
2.1 The Audit Committee shall consist of no less than three Directors at least two members of whom must not be executive officers, employees or control persons of the Company or of an affiliate of Company, as set out in National Instrument 52-110. The members of the Committee shall be selected annually by the Board and shall serve at the pleasure of the Board.
2.2 At least two Members of the Audit Committee must be “financially literate” as defined under National Instrument 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. An audit committee Member who is not financially literate may be appointed to the Audit Committee provided that the member becomes financially literate within a reasonable period of time following his or her appointment.
3.0 Meeting Requirements
3.1 The Committee will, where possible, meet on a regular basis at least once every quarter, and will hold special meetings as it deems necessary or appropriate in its judgment. Meetings may be held in person or telephonically, and shall be at such times and places as the Committee determines Without meeting, the Committee may act by unanimous written consent of all members which shall constitute a meeting for the purposes of this charter.
3.2 A majority of the members of the Committee shall constitute a quorum.
4.0 Duties and Responsibilities
4.1 The Audit Committee’s function is one of oversight only and shall not relieve the Company’s management of its responsibilities for preparing financial statements which accurately and fairly present the Company’s financial results and conditions or the responsibilities of the external auditors relating to the audit or review of financial statements.
Specifically, the Audit Committee will:
(a) have the authority with respect to the appointment, retention or discharge of the independent public accountants as auditors of the Company (the “auditors”) who perform the annual audit in accordance with applicable securities laws, and who shall be ultimately accountable to the Board through the Audit Committee;
(b) review with the auditors the scope of the audit and the results of the annual audit examination by the auditors, including any reports of the auditors prepared in connection with the annual audit;
(c) review information, including written statements from the auditors, concerning any relationships between the auditors and the Company or any other relationships that may adversely affect the independence of the auditors and assess the independence of the auditors;
(d) review and discuss with management and the auditors the Company's audited financial statements and accompanying Management's Discussion and Analysis of Financial Conditions ("MD&A"), including a discussion with the auditors of their judgments as to the quality of the Company's accounting principles and report on them to the Board;
(e) review and discuss with management the Company's interim financial statements and interim MD&A and report on them to the Board;
(f) pre-approve all auditing services and non-audit services provided to the Company by the auditors to the extent and in the manner required by applicable law or regulation. In no circumstances shall the auditors provide any non-audit services to the Company that are prohibited by applicable law or regulation;
(g) evaluate the external auditor's performance for the preceding fiscal year, reviewing their fees and making recommendations to the Board;
(h) periodically review the adequacy of the Company's internal controls and ensure that such internal controls are effective;
(i) review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the auditors that may have a significant impact on the Company's financial reports, and report on them to the Board;
(j) oversee and annually review the Company's Code of Business Conduct and Ethics;
(k) approve material contracts where the Board of Directors determines that it has a conflict;
(l) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding the audit or other accounting matters;
(m) where unanimously considered necessary by the Audit Committee, engage independent counsel and/or other advisors at the Company's expense to advise on material issues affecting the Company which the Audit Committee considers are not appropriate for the full Board;
(n) satisfy itself that management has put into place procedures that facilitate compliance with the provisions of applicable securities laws and regulation relating to insider trading, continuous disclosure and financial reporting;
(o) review and monitor all related party transactions which may be entered into by the Company; and
(p) periodically review the adequacy of its charter and recommending any changes thereto to the Board.
5.0 Miscellaneous
5.1 Nothing contained in this Charter is intended to extend applicable standards of liability under statutory or regulatory requirements for the Directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.
Item 2: Composition of the Audit Committee
National Instrument 52-110 Audit Committees, ("NI 52-110") provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company's Board, reasonably interfere with the exercise of the member's independent judgment.
NI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be
raised by the Company's financial statements. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.
The current members of the Audit Committee are Patrick De Witt, Craig Rollins and Christopher Cooper, two of whom are independent (Mr. Rollins and Mr. Cooper) and all of whom are financially literate as defined by NI 52-110.
Item 3: Relevant Education and Experience
The relevant education and/or experience of each member of the Audit Committee is as follows:
Patrick De Witt – Patrick De Witt is the founder of Core Connections Ltd. He was formerly a co-founder of DGW Capital Corp. an Exempt Market Dealer registered Canada. As the firm's Ultimate Designated Person, advised and assisted in the raise of significant capital for high-quality companies with a focus on natural resources. Mr. De Witt was formerly an Officer and Director of Investor Relations and Governmental Affairs (Canada) for Peru Copper Inc. Peru Copper was sold to Chinalco for approximately $840 million. He has worked continuously in the securities business in various roles for the last 27 years.
Craig Rollins – Mr. Rollins has been in-house counsel for several private and public companies and is currently Corporate Secretary for Copper Standard Resources Inc. (previously, Level 14 Ventures Ltd.), a mineral exploration company with properties Peru, and General Counsel to Versamet Royalties Corporation (previously, Sandbox Royalties Corp.), a diversified metals royalty company. His work has required extensive review and analysis of financial statements. Mr. Rollins holds his undergraduate and law degrees from the University of British Columbia and the University of Windsor, respectively.
Christopher Cooper – Mr. Cooper has over 20 years of business experience in various aspects of corporate development, senior management, finance and operations, in both the private and public sectors. Mr. Cooper received a B.A. from Hofstra University and an M.B.A. from Dowling College, both in New York State. Mr. Cooper has over 17 years of experience in management and finance in the oil and gas industry and other business sectors and has experience raising funds through brokered and non-brokered equity issues, as well as debt financings for various companies in which he has been involved. His experience includes implementing growth strategies, financial reporting, quarterly and annual budgets and overseeing corporate administration, while achieving company objectives and maintaining internal cost controls. Mr. Cooper has been a director of several private and public companies over the last 20 years.
Item 4: Audit Committee Oversight
At no time during the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants) not adopted by the Board.
Item 5: Reliance on Certain Exemptions
During the most recently completed financial year, the Company has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).
Item 6: Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and procedures for engaging of non-audit services as described in the Audit Committee Charter set out under Item 1.
Item 7: External Auditor Service Fees (By Category)
The following table sets out the aggregate fees charged to the Company by the external auditor in each of the last two financial years for the category of fees described.
| FYE 2024 | FYE 2023 | |
|---|---|---|
| Audit Fees(1) | $16,000 | $16,000 |
| Audit-Related Fees(2) | Nil | Nil |
| Tax fees(3) | Nil | Nil |
| All Other Fees(4) | Nil | nil |
| Total Fees: | $16,000 | $16,000 |
- "Audit fees" include aggregate fees billed by the Company's external auditor in each of the last two fiscal years for audit fees.
- "Audited related fees" include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees" above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
- "Tax fees" include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
- "All other fees" include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.
Item 8: Exemption
During the most recently completed financial year, the Company relied on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.
SCHEDULE “B”
FORM 58-101F2
CORPORATE GOVERNANCE DISCLOSURE
(VENTURE ISSUERS)
Item 1: Board of Directors
The Board facilities its exercise of independent supervision over management by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Board requires management to provide complete and accurate information with respect to the Company's activities and to provide relevant information concerning the industry in which the Company operates in order to identify and manage risks. The Board also holds periodic meetings to discuss the operations of the Company.
| Director | Independence |
|---|---|
| Patrick De Witt | Not independent, as he is the President of the Company |
| Craig Rollins | Independent |
| Christopher Cooper | Independent |
Item 2: Directorships
The following directors of the Company are also currently directors of the following reporting issuers:
| Director | Name of Reporting Issuer |
|---|---|
| Patrick De Witt | Starlo Ventures Ltd. |
| NuLegacy Gold Corporation | |
| Craig Rollins | Drummond Ventures Corp. |
| Faction Investment Group Corp. | |
| Christopher Cooper | Sweet Earth Holdings Corp. |
| Coloured Ties Capital Inc. | |
| Manning Ventures Inc. | |
| Planet Ventures Inc. | |
| Reparo Energy Partners Corp. | |
| Akanda Corp. | |
| Xcite Resources Inc. | |
| Atco Mining Inc. | |
| Mojave Brands Inc. | |
| American Salars Lithium Inc. | |
| Navco Pharmaceuticals Inc. | |
| Goldhaven Resources Corp. |
Item 3: Orientation and Continuing Education
If any new directors are appointed to the Board, then the existing directors will provide a brief orientation consisting of a telephone conference and a review of material transactions effected to-date by the Company, as well as the general nature and proceedings of the Company's Board. The existing Board will also require the Company's legal counsel to provide a summary of the new director's duties and responsibilities as a member of the Company's Board.
Given the direct securities and industry experience of the existing Board, the Company does not contemplate providing continuing education for directors at this time, although directors are encouraged to participate in relevant courses and seminars offered by third-party providers.
Item 4: Ethical Business Conduct
The Board monitors the ethical conduct of the Company and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the 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 Company.
Item 5: Nomination Of Directors
The Company does not have in place a formal process to identify new candidates for board nomination or a person responsible for identifying new candidates or that is in the process of identifying new candidates. Given the direct securities experience of the existing Board, each director will utilize his own judgment in determining whether or not to put forth a person as a candidate for the Board of the Company and the appropriate forum for carrying out this task.
Item 6: Compensation
See "Executive Compensation" above for details with respect to steps taken by the Company to determine compensation for the directors and NEO.
Item 7: Other Board Committees
The Board does not have any standing committees other than the Audit Committee.
Item 8: Assessments
The Board has no specific procedures for regularly assessing the effectiveness and contribution of the Board, its committees, if any, or individual directors. As the Board is relatively small, it is expected that a significant lack of performance on the part of a committee or individual director would become readily apparent and could be dealt with on a case-by-case basis. With respect to the Board as a whole, the Board monitors its performance on an ongoing basis, and as part of the process considers the overall performance of the Company and input from the Company Shareholders.