MANAGEMENT INFORMATION CIRCULAR

AS AT JUNE 20, 2025

This Management Information Circular ("Information Circular") is furnished in connection with the solicitation of proxies by management of Super Copper Corp. for use at the annual general meeting (the "Meeting") of the shareholders of Super Copper Corp. (the "Shareholders") to be held on August 14, 2025 and any adjournment or postponement thereof, for the purposes set forth in the attached Notice of Annual General Meeting. Except where otherwise indicated, the information contained herein is stated as of June 20, 2025.

In this Information Circular, references to the "Company" and "we" refer to Super Copper Corp. "Common Shares" means common shares without par value in the capital of the Company. "Registered Shareholders" means Shareholders whose names appear on the records of the Company as the registered holders of Common Shares. "Non-Registered Shareholders" means Shareholders who do not hold Common Shares in their own name. "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Shareholders. Unless otherwise indicated, all references to "$" or "dollars" in this Information Circular means Canadian Dollars.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged to send meeting materials directly to Registered Shareholders, as well as Non-Registered Shareholders who have consented to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (non-objecting beneficial owners). We have not arranged for Intermediaries to forward the meeting materials to Non-Registered Shareholders who have objected to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (objecting beneficial owners). As a result, objecting beneficial owners will not receive the Information Circular and associated meeting materials unless their Intermediary assumes the costs of delivery.

Appointment and Revocation of Proxies

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

If you are a Registered Shareholder you may wish to vote by proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the enclosed Proxy and returning it to the Company's transfer agent, Endeavor Trust Corporation ("Endeavor"), in accordance with the instructions on the Proxy. Alternatively, Registered Shareholders may vote their shares via the internet or by telephone as per the instructions provided on the Proxy.

In all cases you should ensure that the Proxy is received at least two business days before the Meeting or the adjournment or postponement thereof at which the Proxy is to be used.

Every Proxy may be revoked by an instrument in writing:

(i) executed by the Shareholder or by his/her attorney authorized in writing or, where the Shareholder is a company, by a duly authorized officer or attorney of the company; and
(ii) delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, at which the Proxy is to be used, or to the chairman of the Meeting

on the day of the Meeting or any adjournment or postponement thereof,

or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-Registered Shareholder, see “Voting by Non-Registered Shareholders” below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

If you have the right to vote by proxy, the persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified;
(b) any amendment to or variation of any matter identified therein;
(c) any other matter that properly comes before the Meeting; and
(d) exercise of discretion of the Proxyholder.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter. Management is not currently aware of any other matters that could come before the Meeting.

Voting by Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

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

If you have consented to disclosure of your ownership information, you will receive a request for voting instructions from your Intermediary. If you have declined to disclose your ownership information, you may receive a request for voting instructions from your Intermediary if they have assumed the cost of delivering the Information Circular and associated meeting materials. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada.

If you are a Non-Registered Shareholder, you should carefully follow the instructions on the voting instruction form received from Broadridge in order to ensure that your Common Shares are voted at the Meeting. The voting instruction form supplied to you will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The voting instruction form sent by Broadridge will name the same persons as the Company’s proxy to represent you at the Meeting. Although as a Non-Registered Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you (who need not be a Shareholder), may attend at the Meeting as Proxyholder for your Intermediary and vote your Common Shares in that capacity. To exercise this right to attend the Meeting or appoint a Proxyholder of your own choosing, you should insert your own name or the name of the desired representative in the blank space provided in the voting instruction form. Alternatively,

you may provide other written instructions requesting that you or your desired representative attend the Meeting as Proxyholder for your Intermediary. The completed voting instruction form or other written instructions must then be returned in accordance with the instructions on the form.

If you receive a voting instruction form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting. The voting instruction form must be completed as described above and returned in accordance with its instructions well in advance of the Meeting in order to have the Common Shares voted.

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

No person or company has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors. For the purpose of this paragraph, “person” shall include each of the following persons or companies: (a) if the solicitation is made by or on behalf of management of the Company, each person who has been a director, senior officer or insider of the Company at any time since the beginning of the Company’s last financial year; (b) if the solicitation is made other than by or on behalf of management of the Company, each person or company by whom, or on whose behalf, directly or indirectly, the solicitation is made; (c) each proposed nominee for election as a director of the Company; and (d) each associate or affiliate of any of the persons or companies included in (a) to (c).

RECORD DATE AND QUORUM

The board of directors of the Company (the “Board”) has fixed the record date for the Meeting as the close of business on June 20, 2025 (the “Record Date”). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting, except to the extent that any such Shareholder transfers any Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not less than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case, only such transferee shall be entitled to vote such Common Shares at the Meeting.

Under the Articles of the Company, the quorum for the transaction of business at a meeting of Shareholders is one person who is a Shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of Shareholders pursuant to the Company’s articles, present in person or by proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company’s authorized capital consists of an unlimited number of Common Shares without par value. On the Record Date there were 36,394,594 Common Shares issued and outstanding, with each Common Share carrying the right to one vote. Only Shareholders of record at the close of business on the Record Date will be entitled to vote in person or by proxy at the Meeting or any adjournment or postponement thereof.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, the Shareholders who beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying 10% or more of the votes attached to Common Shares are:

Name	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)	Approximate Percentage of Total Outstanding Common Shares of the Company
Zachary Dymala-Dolesky	5,317,360(2)	14.61%
Apeiron Investment Group Ltd.	4,000,000	10.99%

Notes:
(1) The above information was derived from the shareholder list maintained by the Company’s registrar and transfer agent, or from insider and beneficial ownership reports available at www.sedi.com and www.sedarplus.ca.
(2) 3,317,010 of the Common Shares owned by Mr. Dymala-Dolesky are held through Orion Management FZE-LLC.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Company’s directors, the only matters to be placed before the Meeting are those set forth in the accompanying Notice of Meeting and discussed below.

Presentation of Financial Statements

The audited consolidated financial statements of the Company for period ended February 28, 2025, together with the auditor’s report thereon, will be placed before the Meeting. The Company’s financial statements are available on the System of Electronic Document Analysis and Retrieval (SEDAR+) website at www.sedarplus.ca.

Election of Directors

The Company proposes to fix the number of directors of the Company at four (4) and to nominate the persons listed below for election as directors. Each director will hold office until the next annual general meeting of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the director nominees; their positions and offices in the Company; their principal occupations; the period of time that they have been directors of the Company; and the number of Common Shares that each beneficially owns or over which control or direction is exercised, directly or indirectly.

Name, Residence and Present Position within the Company	Director Since	Number of Common Shares Beneficially Owned, or Over Which Control or Direction is Exercised, Directly or Indirectly(1)	Principal Occupation(1)
Zachary Dymala-Dolesky(1)
Dubai, UAE
Director and Chief Executive Officer	January 23, 2019	5,317,360	Founder and Director of Kepler Acquisition Group, a technology specialized M&A & advisory firm. Mr. Dolesky was a former investment associate at a venture capital fund.
Rajeev Dewan(1)
Ontario, Canada
Director	May 21, 2025	250,000	Partner of DLA Piper’s Capital Markets Group, focused on executing international public listings, and global M&A. Mr. Dewan is a recent appointee to the TSX Venture’s Listing Advisory Committee. Served on the Ontario Securities Commission’s SME Committee.
Edwin Lee(1)
Dubai, UAE
Director	May 21, 2024	250,000	Mr. Lee is a licensed fund manager based in United Arab Emirates and is managing a family office portfolio. Mr. Lee is a chartered professional accountant with over 28 years of cross-border experience. He has served in executive roles across many sectors and been on boards of public companies in the mining, real estate and acquisition companies.
Sebastian Wagner
Sandton, South Africa
Director	June 19, 2025	Nil	Natural Resources Lead at Apeiron Investment Group Ltd.

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Unless otherwise stated above, any nominees named above have held the principal occupation or employment indicated for at least the five preceding years.

(2) Member of the audit committee of the Company (the “Audit Committee”).

To the knowledge of the Company, other than as disclosed below, no proposed director of the Company is, or has been, within the 10 years prior to the date of this Information Circular, a director or executive officer of any company that:

(a) was subject to a cease trade or similar 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, that was issued while that person was acting in that capacity;

(b) was subject to a cease trade or similar 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, that was issued after the proposed director ceased to act in that capacity, and which resulted from an event that occurred while that person was acting in that capacity; or

(c) 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.

Mr. Dewan was previously a director of BetterU Education Corp. from July 24, 2017 to May 5, 2020. The common shares of BetterU Education Corp were suspended by the TSX Venture Exchange (“TSXV”) from trading in connection with a cease trade order (“CTO”) which was issued for failing file financial statements in October 2019. This CTO was lifted on October 23, 2019 and the TSXV suspension was lifted in March 2020 subsequent to their continued listing requirement review of the company.

Mr. Dewan is currently Corporate Secretary of BYT Holdings Ltd. The common shares of BYT Holdings Ltd. were suspended by the CSE from trading in connection with a CTO which was issued for failing to file financial statements in December 2021. The CTO was issued by the British Columbia Securities Commission and the Ontario Securities Commission on December 3, 2021 for a failure to file financial statements. This CTO was lifted on July 4, 2024 and BYT Holdings Ltd. was reinstated for trading on the CSE effective July 12, 2024.

Mr. Dewan was previously a director of Avisa Diagnostics Inc. from April 20, 2021 to June 15, 2022. The common shares of Avisa Diagnostics Inc. were suspended by the CSE from trading in connection with a CTO which was issued for failing to file financial statements. The CTO was issued by the Ontario Securities Commission on December 3, 2021 and remains in effect as at the date of this Prospectus.

Mr. Dewan is currently a director of the ESE Entertainment Inc. The common shares of ESE Entertainment Inc. were suspended by the CSE from trading in connection with a CTO which was issued for failing to file financial statements in October 2023. The CTO was issued by the British Columbia Securities Commission on February 29, 2024 and the suspension was lifted on April 3, 2024.

No proposed director of the Company is, or has been, within the 10 years prior to the date of this Information 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.

No proposed director of the Company 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 has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment of Auditor

At the Meeting, Shareholders will be asked to approve the appointment of the auditor of the Company. Management is recommending that Shareholders re-appoint MNP LLP, Chartered Professional Accountants, as the auditor of the Company to hold office until the next annual general meeting of Shareholders, or until its successor has been appointed, and authorize the directors to fix the remuneration to be paid to the auditor.

Approval of Omnibus Equity Incentive Plan

At the Meeting, Shareholders will be asked to approve the Company’s 2024 Omnibus Equity Incentive Plan (the “Plan”). The purpose of the Plan is to provide an incentive to directors, officers, employees, consultants, or eligible charitable organizations to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company, to increase their efforts on behalf of the Company, and to reward or compensate their contributions towards the long-term goals of the Company.

The following summary of the Plan does not purport to be complete and is qualified in its entirety by reference to Plan.

The Plan will be administered by the Board (or a committee thereof) and will provide that the Board may from time to time, in its discretion, and in accordance with Canadian Securities Exchange (“CSE”) requirements, grant to eligible Participants (as defined in the Plan), non-transferable awards (the “Awards”). Such Awards include options (“Options”), restricted share units (“RSUs”), share appreciation rights (“SARs”), deferred share unit rights (“DSUs”) and performance share units (“PSUs”).

The number of Common Shares reserved for issuance pursuant to Awards granted under the Plan will not, in the aggregate, exceed 20% of the then issued and outstanding Common Shares on a rolling basis. The Plan contemplates that the Common Shares may at some point be listed on the CSE. The proposed Plan is subject to acceptance by the CSE.

The maximum number of Common Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, calculated on the date an Award is granted to the Participant, unless shareholder approval as required by the policies of the CSE is obtained, or 2% in the case of a grant of Awards to any consultant or persons (in the aggregate) retained to provide Investor Relations Activities (as defined by the CSE), calculated on the date an Award is granted to the consultant or any such person, as applicable. Further, unless shareholder approval as required by the policies of the CSE is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Company (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate number of Awards granted to insiders of the Common (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares. The maximum number of Common Shares for which Awards may be issued, in aggregate, to all eligible charitable organizations (as a group) shall not exceed 1% of the outstanding Common Shares, calculated as at the date of grant. For greater certainty, eligible charitable organizations are eligible to receive only Awards of Options pursuant to the Plan.

On a Change of Control (as defined in the Plan) of the Company, the Board shall have discretion as to the treatment of Awards, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional exercise or redemption of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control. If there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, on the Termination Date (as defined in the Plan), if the Participant is an employee, officer or a director and their employment, or officer or director position is terminated or they resign for Good Reason (as defined in the Plan) within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the CSE is either obtained or not required.

The following is a summary of the various types of Awards issuable under the Plan:

Options

Subject to any requirements of the CSE, the Board may determine the expiry date of each Option. Subject to a limited extension if an Option expires during a Blackout Period (as defined in the Plan), Options may be exercised for a period of up to ten years after the grant date, provided that: (i) upon a Participant’s termination for Cause (as defined in the Plan), all Options, whether vested or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Plan and be exercisable for a period of 90 days after the Termination Date; (iii) in the case of the Disability (as defined in the Plan) of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such Options, to determine whether to accelerate the vesting of such Options, cancel such Options with or without payment and determine how long, if at all, such Options may remain outstanding following the Termination Date, provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date; (v) subject to paragraph (vi) below, in all other cases where a Participant ceases to be eligible under the Plan, including a termination without Cause or a voluntary resignation, unless otherwise determined by the Board, all unvested Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Plan and be exercisable for a period of 90 days after the Termination Date; and (vi) notwithstanding paragraphs (i)-(v), in connection with the resignation of the Participants holding options to purchase Common Shares granted to the directors and officers of the Company under the Plan, such Options shall be exercisable for a period of 90 days after the Termination Date, provided that any Options that have not been exercised within 90 days after the Termination Date will automatically and immediately expire and be forfeited on such date.

In the case of Options granted to eligible charitable organizations, all Options must expire on or before the earlier of (i) the date that is 10 years from the date of grant; and (ii) the 90th day following the date that it ceases to be an eligible charitable organization.

The exercise price of the Options will be determined by the Board at the time any Option is granted. In no event will such exercise price be lower than the last closing price of the Common Shares on the CSE less any discount permitted by the rules or policies of the CSE at the time the Option is granted. Subject to any vesting restrictions imposed by the CSE, or as may otherwise be determined by the Board at the time of grant, Options shall vest equally over a four year period such that ¼ of the Options shall vest on the first, second, third and fourth anniversary dates of the date that the Options were granted.

Restricted Share Units

Subject to any requirements of the CSE, the Board may determine the expiry date of each RSU. Subject to a limited extension if an RSU expires during a Blackout Period, RSUs may vest and be paid out for a period of up to three years after the grant date, provided that: (i) upon a Participant’s termination for Cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the Termination Date shall automatically and immediately vest and be paid out; (iii) in the case of the Disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any RSUs that have not been vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such RSUs, to determine whether to accelerate the vesting of such RSUs, cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the Termination Date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the Termination Date; and (v) in all other cases where a Participant ceases to be eligible under the Plan, including a termination without Cause or a voluntary resignation, unless otherwise determined by the Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested RSUs will be paid out in accordance with the Plan.

The number of RSUs to be issued to any Participant will be determined by the Board at the time of grant. Each RSU will entitle the holder to receive at the time of vesting for each RSU held, either one Common Share or a cash payment equal to the fair market value of a Common Share or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of RSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares. In the event settlement is made by payment in cash, such payment shall be made by the earlier of (i) 2½ months after the close of the year in which such conditions or restrictions were satisfied or lapsed and (ii) December 31 of the third year following the year of the grant date. Subject to any vesting restrictions imposed by the CSE, or as may otherwise be determined by the Board at the time of grant, RSUs shall vest equally over a three-year period such that ⅓ of the RSUs shall vest on the first, second and third anniversary dates of the date that the RSUs were granted.

Share Appreciation Rights

SARs may be issued together with Options or as standalone awards. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount representing the difference between the fair market value of the underlying Common Shares on the date of exercise over the grant price of the SAR. At the discretion of the Board, the payment upon the exercise of a SAR may be in cash, Common Shares of equivalent value, in some combination thereof, or in any other form approved by the Board in its sole discretion. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each SAR. Subject to a limited extension if a SAR expires during a Blackout Period, SARs will not be exercisable later than the tenth anniversary date of its grant. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of SARs upon a Participant ceasing to be eligible to participate in the Plan.

Deferred Share Units

The number and terms of DSUs to be issued to any Participant will be determined by the Board at the time of grant. Each DSU will entitle the holder to receive at the time of settlement for each DSU held, either one Common Share or a cash payment equal to the fair market value of a Common Share or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of DSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each DSU, provided that if a DSU would otherwise settle or expire during a Black Out Period, the Board may extend such date. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of DSUs upon a Participant ceasing to be eligible to participate in the Plan.

Performance Share Units

The number and terms (including applicable performance criteria) of PSUs to be issued to any Participant will be determined by the Board at the time of grant. Each PSU will entitle the holder to receive at the time of settlement for each PSU held, either one Common Share or a cash payment equal to the fair market value of a Common Share or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of PSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each PSU, provided that in no event will delivery of Common Shares or payment of any cash amounts be made later than the earlier of (i) $2 \frac{1}{2}$ months after the close of the year in which the performance conditions or restrictions are satisfied or lapse, and (ii) December 31 of the third year following the year of the grant date. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of PSUs upon a Participant ceasing to be eligible to participate in the Plan.

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution:

"BE IT RESOLVED THAT:

The Company’s 2024 omnibus equity incentive plan (the “Plan”) is hereby confirmed, ratified, and approved, and that in connection therewith a maximum of 20% of the issued and outstanding common shares at the time of each grant be approved for granting as awards;
The form of the Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities, or at the discretion of the board of directors of the Company (the “Board”) acting in the best interests of the Company without requiring further approval of the shareholders of the Company.
The Board be authorized in its absolute discretion to administer the Plan, and amend or modify the Plan in accordance with its terms and conditions and with the policies of the Canadian Securities Exchange (CSE);
The Board is hereby authorized from time to time to grant awards in accordance with the terms of the Plan.
All unallocated entitlements under the Plan be approved, and the Company has the ability to continue granting options and awards under the Plan until July 31, 2028, which is the date that is three (3) years from the date at which shareholder approval is being sought.
Any one (or more) director(s) or officer(s) of the Company be and is hereby authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all documents (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this resolution."

A copy of the Plan is available at the records office of the Company at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, Canada until the business day immediately preceding the date of the Meeting.

Approval of Creation of Control Person

At the Meeting, the Shareholders of the Company will be asked to consider and, if deemed advisable, to approve an ordinary resolution (the “New Control Person Resolution”) authorizing Apeiron Investment Group Limited (“Apeiron”) to become a new “Control Person” (as such term is defined in the policies of the CSE or such other stock exchange on which the Company's Common Shares are principally traded).

Background

On May 29, 2025, Apeiron acquired 4,000,000 units of the Company (the “Units”) at a price of $0.25 per Unit for gross proceeds of $1,000,000 (the “Offering”). Each Unit is comprised of one Common Share in the capital of the Company and one purchase warrant (each warrant a “Warrant”). Each Warrant entitles Apeiron to purchase one additional Common Share (each a “Warrant Share”) at $0.30 per share until May 29, 2028.

In exchange for Apeiron providing advisory services to the Company, the Company agreed to grant Apeiron an aggregate of 4,000,000 restricted share units (“RSUs”) under its Plan, of which 3,000,000 RSUs were granted on closing of the Offering and 1,000,000 RSUs will be granted as soon as permitted under the terms of the Plan.

Following closing of the Offering and grant of the RSUs, Apeiron holds approximately 10.99% of the issued and outstanding common shares of the Company on an undiluted basis. The Warrants and the RSUs are subject to a restriction on exercise or conversion that prohibits Apeiron from exercising the Warrants or converting the RSUs if the number of common shares to be issued pursuant to such exercise or conversion would exceed, when aggregated with all other common shares of the Company owned by Apeiron, 19.9% of all of the common shares issued and outstanding at such time, unless the Company has obtained shareholder approval for the creation of a new ‘control person’, in accordance with the policies of the Canadian Securities Exchange. In addition, if any of the RSUs have not been settled by the date that is three years following the date of grant, and the Company has not obtained shareholder approval for the creation of Apeiron as a new “control person” and if settlement of the RSUs in common shares would violate the foregoing restriction, then the Company has agreed to settle such RSUs by paying Apeiron cash equal to the fair market value of the common shares underlying such RSUs.

Concurrently with the closing of the Offering, Apeiron and the Company entered into an investor rights agreement, that provides, among other things, Apeiron with certain rights in the event it maintains a minimum ownership stake of 10.0% in the Company (on a partially diluted basis), including: (i) the right to participate in equity financings; (ii) top-up rights in the event of dilutive issuances; and (iii) the right to nominate one person to the Company’s board of directors. On June 19, 2025, the Company appointed Apeiron’s nominee, Sebastian Wagner, to the board of directors.

As at the date hereof, Apeiron holds a total of 4,000,000 Common Shares, representing 10.99% of the total issued and outstanding Common Shares of the Company on an undiluted basis. Assuming exercise and/or vesting of 4,000,000 warrants and 3,000,000 RSUs, Apeiron would own or have control or direction over, directly or indirectly 11,000,000 Common Shares of the Company, representing approximately 25.35% of the issued and outstanding Common Shares of the Company, on a partially-diluted basis.

Recommendation of the Company's Board of Directors

The Board has reviewed and considered the securityholdings of Apeiron and the potential creation of Apeiron as a new “Control Person” of the Company. The Board unanimously recommends that the Shareholders vote in favour of the New Control Person Resolution.

Shareholder Approval

In order to be effective, pursuant to CSE policy, the New Control Person Resolution must be approved by a simple majority of 50% plus one of the votes properly cast by Shareholders voting in present or by proxy at the Meeting. In accordance with the policies of the CSE, Apeiron may vote on this resolution, and other resolutions presented at the Meeting, with Common Shares that it holds at the time of the Meeting.

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution:

BE IT RESOLVED THAT as an ordinary resolution of the Shareholders of the Company that:

the creation of Apeiron Investment Group Limited (“Apeiron”) as a new "Control Person" of the Company within the meaning of such term under applicable securities laws and stock exchange policies is hereby authorized and approved;
upon passage of this resolution, Apeiron be and is hereby authorized to vote any common shares of the Company it holds at any given time, either directly or indirectly through affiliates, on any matter to be voted on by holders of common shares of the Company at a duly constituted meeting of the shareholders of the Company; and
any one (or more) director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

The Board recommends that Shareholders vote in favour of the creation of Apeiron as a new Control Person of the Company.

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OTHER BUSINESS

As of the date of this Information Circular, management of the Company knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Common Shares represented by the Proxy.

EXECUTIVE COMPENSATION

For the purposes set out below a “Named Executive Officer” or “NEO” means:

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

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

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

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

As at February 28, 2025, the end of the most recently completed financial year of the Company, the Company had two NEOs, whose name and positions held within the Company are set out in the summary compensation table below.

A NEO or director of the Company is not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly by the NEO or director.

Director and Named Executive Officer Compensation

The following table is a summary of compensation (excluding compensation securities) paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each NEO and director, for services provided and for services to be provided, directly or indirectly to the Company or a subsidiary of the Company, for each of the Company’s two most recently completed financial years.

Table of compensation excluding compensation securities
Name and position	Year Ended February 28	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Zachary Dymala-Dolesky^{(1)}
Chief Executive Officer and Director	2025	140,000	Nil	Nil	Nil	Nil	140,000
	2024	347,500^{(2)}	Nil	Nil	Nil	Nil	347,500
Rajeev Dewan
Director	2025	Nil	Nil	Nil	Nil	92,909	92,909
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Edwin Lee
Director	2025	Nil	Nil	Nil	Nil	92,909	92,909
	2024	Nil	Nil	Nil	Nil	Nil	Nil

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Table of compensation excluding compensation securities
Name and position	Year Ended February 28	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Natasha Tsai^{(3)}
Chief Financial Officer
and Corporate Secretary	2025	54,905	Nil	Nil	Nil	54,269	109,174
	2024	Nil	Nil	Nil	Nil	Nil	Nil

(1) Paid to ZDK Holdings Ltd. and Orion Management FZE-LLC, both companies 100% owned by Mr. Dymala-Dolesky.
(2) $220,000 of the consulting fees in the year ended February 29, 2024 were settled with common shares of the Company.
(3) Paid to Malaspina Consultants Inc., a private company of which Ms. Tsai is a minority shareholder and managing director.

Stock Options and Other Compensation Securities

The following table provides information on all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries in the Company’s most recently completed financial year ended February 28, 2025 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

Compensation Securities
Name and position	Type of compensation security	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
Rajeev Dewan
Director	Options	500,000	October 22, 2024	$0.275	$0.25	$0.45	October 22, 2029
Edwin Lee
Director	Options	500,000	October 22, 2024	$0.275	$0.25	$0.45	October 22, 2029
Natasha Tsai
Chief Financial Officer	Options	225,000	October 7, 2024	$0.20	$0.30	$0.45	October 7, 2029

No compensation securities were exercised by a director or NEO during the Company’s most recently completed financial year ended February 28, 2025.

Stock option plans and other incentive plans

See “Approval of Omnibus Equity Incentive Plan” above for the material terms of the Company’s Plan. The Plan was last approved by the Shareholders at the annual general meeting of the Shareholders held on May 21, 2024, and will be placed before the Meeting for Shareholder approval.

Employment, consulting and management agreements

Other than as disclosed below, the Company does not have any agreement or arrangement under which compensation was provided during the Company’s most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or a NEO.

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The Company entered into a management consulting agreement dated April 1, 2024, with Orion Management FZE-LLC (“Orion”) and Zachary Dymala-Dolesky, pursuant to which Orion and Mr. Dymala-Dolesky will provide to the Company management consultant services, corporate advisory services, corporate M&A advisor services including chief executive officer services to be provided by Mr. Dymala-Dolesky (the “Orion Agreement”). Orion is a private United Arab Emirates company beneficially owned by Mr. Dymala-Dolesky. The term of the Orion Agreement is for an initial term of four years and is subject to indefinite one-year renewal terms on the same terms and conditions. In consideration for the services to be provided by Orion and Mr. Dymala-Dolesky, the Company will pay to Orion a fee of $8,000 per month (the “Base Contractor Fee”). Every year from the effective date of the Orion Agreement, there will be a 5.0% increase in the Base Contractor Fee to adjust for inflation. Pursuant to the terms of the Orion Agreement, for as long as Orion or Mr. Dymala-Dolesky is a shareholder of the Company, the Company may only terminate the Orion Agreement for willful misconduct or fraud committed by Orion or Mr. Dymala-Dolesky, provided that termination in such circumstances will be subject to, and only take effect upon, a final determination made in a binding arbitration, which is held in the Province of Ontario under the Arbitration Act, 1991 (Ontario).

On January 19, 2024, the Company entered into an engagement agreement with Malaspina Consultants Inc. (“Malaspina”). Natasha Tsai, the Company’s CFO, is a managing director and minority owner of Malaspina and does not beneficially control Malaspina. Pursuant to this agreement, Malaspina agreed to provide the Company with financial reporting services, billed at an hourly rate, for an indefinite term. The agreement may be terminated by either party on 60 days written notice, with no fees other than payment of Malaspina’s outstanding accrued fees under the agreement.

Oversight and Description of Director and Named Executive Officer Compensation

The objective of the Company’s compensation program is to compensate the directors and executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company compensates its directors and executive officers based on their skill, qualifications, experience level, level of responsibility involved in their position, the existing stage of development of the Company, the Company’s resources, industry practice and regulatory guidelines regarding executive compensation levels.

The Board has implemented three levels of compensation to align the interests of the directors and executive officers with those of the Shareholders. First, directors and executive officers may be paid a monthly consulting fee or salary. Second, the Board may award directors and executive officers long term incentives in the form of stock options. Finally, and only in special circumstances, the Board may award cash or share bonuses for exceptional performance that results in a significant increase in Shareholder value.

The base compensation of the directors and executive officers is reviewed and set annually by the Board. The CEO has substantial input in setting annual compensation levels. The CEO is directly responsible for the financial resources and operations of the Company. In addition, the CEO and Board from time to time determine the stock option grants to be made pursuant to the Company’s stock option plan. Previous grants of stock options are taken into account when considering new grants. The Board awards bonuses at its sole discretion. The Board does not have pre-existing performance criteria or objectives.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Company's most recently completed financial year with respect to compensation plans under which equity securities of the Company are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, 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 plan (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by Shareholders (Omnibus Equity Incentive Plan)	7,004,779	$0.32	1,527,719
Equity compensation plans not approved by Shareholders	-	-	-
Total:	7,004,779	$0.32	1,527,719

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the Company's most recently completed financial year, none of the directors, executive officers, employees, proposed nominees for election as directors or their associates, or any former executive officers, directors and employees of the Company or any of its subsidiaries, have been indebted to the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director has had any interest in any transaction since the commencement of the Company'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.

MANAGEMENT CONTRACTS

Management functions of the Company or any of its subsidiaries are not to any substantial degree performed by anyone other than the directors or executive officers of the Company or its subsidiary.

STATEMENT OF CORPORATE GOVERNANCE

Corporate Governance

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and charged with the day to day management of the Company. The Canadian Securities Administrators ("CSA") have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA has implemented National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), which prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board currently consists of four members, Zachary Dymala-Dolesky, Rajeev Dewan, and Edwin Lee. The Board has concluded that two directors, Rajeef Dewan and Edwin Lee, are "independent" for purposes of membership on the Board, as provided in NI 58-101. Zachary Dymala-Dolesky, CEO, is not "independent" for the purposes of membership on the Board, as provided in NI 58-101.

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The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. The Board facilitates open and candid discussion among its independent directors through collective communication among its directors and management.

Other Directorships

The following table sets forth the directors of the Company who are directors of other reporting issuers:

Name	Name of other reporting issuer
Zachary Dymala-Dolesky	None.
Rajeev Dewan	Aurum Lake Corporation
Mandala Capital Inc.
BYT Holdings Ltd.
Antera Ventures II Corp.
Edwin Lee	None.

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education, but does encourage directors to individually and as a group keep themselves informed on changing corporate governance and legal issues. Directors are individually responsible for updating their skills as required to meet their obligations as directors. In addition, the Board undertakes strategic planning sessions with management.

Ethical Business Conduct

The Board has not adopted a formal code of business conduct and ethics. The Board is of the view that the fiduciary duties placed on individual directors by the Company's governing legislation and common law together with corporate statutory restrictions on an individual director's participation in Board decisions in which the director has an interest are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual general meeting. The Board takes in to account the number of directors required to carry out the Board's duties effectively and to maintain diversity of views and experience.

The Board has not established a nominating committee and this function is currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board has not established a formal compensation committee. Rather, the independent Board members are responsible for reviewing and determining the adequacy and form of compensation paid to the Company's executives and key employees. The independent Board members evaluate the performance of the CEO and other senior management measured against the Company's business goals and industry compensation levels.

Other Board Committees

The Board has no committees other than the Audit Committee.

Assessments

The Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review,

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the Board conducts informal surveys of its directors and receives a report from the audit committee respecting its effectiveness. As part of the assessments, the Board or the audit committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

AUDIT COMMITTEE

Audit Committee Disclosure

Pursuant to Section 224(1) of the Business Corporations Act (British Columbia) and National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) the Company is required to have an Audit Committee comprising not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. NI 52-110 requires the Company as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by: (i) reviewing the financial reports and other financial information provided by the Company to regulatory authorities and Shareholders; (ii) reviewing the systems for internal corporate controls which have been established by the Board and management; and (iii) overseeing the Company’s financial reporting processes generally. In meeting these responsibilities, the Audit Committee monitors the financial reporting process and internal control system; reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and the Board. The Audit Committee is also mandated to review and approve all material related party transactions.

The Audit Committee’s Charter

The Company has adopted a Charter of the Audit Committee of the Board a copy of which is annexed hereto as Schedule “A”.

Composition of the Audit Committee

The Audit Committee comprises of the following members: Zachary Dymala-Dolesky, Rajeev Dewan, and Edwin Lee. Rajeev Dewan and Edwin Lee are considered to be independent. Zachary Dymala-Dolesky is considered non-independent under NI 52-110, as he is the CEO of the Company. In addition, each member of the Audit Committee is considered to be financially literate as defined by NI 52-110 in that they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Audit Committee are elected by the Board at its first meeting following the annual Shareholders’ meeting. Unless a chair is elected by the full Board, the members of the Audit Committee designate a chair by a majority vote of the full Audit Committee membership.

Relevant Education and Experience

Zachary Dymala-Dolesky – Mr. Dymala-Dolesky is the founder and director of Kepler Acquisition Group, a specialized M&A and corporate advisory firm. He is the founder of a Capital Pool Company, which was named Kepler Acquisition Corp. He was involved in the acquisition of ESE Entertainment Inc. (TSXV: ESE) through Kepler Acquisition Corp. Previously, he served as a Merchant Banking and Venture Capital Associate for a high-net-worth family office. Mr. Dymala-Dolesky holds a Bachelor of Business Administration in Finance from Simon Fraser University, completed education in Finance at the National University of Singapore, holds a pre-MBA certificate from Harvard Business School, and has completed the Partners, Directors and Senior Officers Course (PDO) from the Canadian Securities Institute, and the Chief Financial Officer Qualifying Examination (CFO) from the Canadian Securities Institute.

Rajeev Dewan – Mr. Dewan is currently partner of DLA Piper’s Capital Markets Group, focused on executing international public listings, and global M&A. Mr. Dewan is a recent appointee to the TSX Venture’s Listing Advisory Committee. Mr. Dewan also served on the Ontario Securities Commission’s SME Committee, and is a charter member of The Indus Entrepreneurs, one of the largest global entrepreneur organizations based in Silicon Valley. Mr. Dewan holds a Bachelor of Arts (with Distinction) from the University of Toronto and an LLB from Osgoode Hall Law School of York University and was called to the Ontario Bar in 1999. Mr. Dewan also attended the Rotman School of Management at the University of Toronto and attained a Certificate in Islamic Finance.

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Edwin Lee – Mr. Lee is a senior finance executive with over 28 years of cross-border experience. He obtained his CPA in Canada working with a top international firm. Currently, Mr. Lee is a licensed fund manager based in UAE and is managing a family office portfolio. He has experience in executive roles across many sectors and been on boards of public companies in the mining, real estate and acquisition sectors.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in section 2.4 (De Minimis 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), or under Part 8 (Exemption) of NI 52-110.

Pre-approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2025	40,000	Nil	Nil	Nil
2024	27,500	Nil	Nil	Nil

Exemption

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

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR+ website at www.sedarplus.ca. Financial information is provided in the Company’s comparative annual financial statements and management’s discussion and analysis for its most recently completed financial year, and available online at www.sedaplus.ca. Shareholders may request additional copies by mail to #1000 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2 or email to [email protected].

DIRECTORS’ APPROVAL

The contents and the sending of the Notice of Meeting and this Information Circular have been approved by the Board.

ON BEHALF OF THE BOARD OF DIRECTORS

“Zachary Dymala-Dolesky”
Zachary Dymala-Dolesky
Chief Executive Officer

A-1

Schedule “A”

AUDIT COMMITTEE CHARTER

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

The Committee’s primary duties and responsibilities are to:

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

Composition

The Audit Committee shall be comprised of three directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would reasonably interfere with the exercise of his or her independent judgement as a member of the Audit Committee. At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements. The members of the Audit Committee shall be elected by the Board at its first meeting following the annual shareholder’s meeting.

Meetings

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

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

(a) Review and update this Audit Committee Charter annually.

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

(c) Confirm that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements.

A-2

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Audit Committee as representatives of the shareholders of the Company.

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

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

(d) Take, or recommend that the full Board, take appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

(g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

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

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

ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. Provided the pre-approval of the non-audit services is presented to the Audit Committee’s first scheduled meeting following such approval, such authority may be delegated by the Audit Committee to one more independent members of the Audit Committee.

A-3

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

(b) Consider the external auditors’ judgements about the quality and appropriateness of the Issuer’s accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgements made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgements.

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

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

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

(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

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

Other

Review any related-party transactions.