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TRAIL BLAZER CAPITAL CORP.

NOTICE OF ANNUAL GENERAL
MEETING OF SHAREHOLDERS
AND
MANAGEMENT INFORMATION CIRCULAR
TO BE HELD ON WEDNESDAY, NOVEMBER 19, 2025

Dated as of October 10, 2025

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TRAIL BLAZER CAPITAL CORP.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (the "Meeting") of the shareholders (the "Shareholders") of Trail Blazer Capital Corp. (the "Company") will be held at Suite 1303, 1030 West Georgia Street, in the City of Vancouver, British Columbia, on Wednesday, November 19, 2025 at 10:00 a.m. (Vancouver time) for the following purposes:

to receive the financial statements of the Company for the fiscal years ended March 31, 2025, and 2024, together with the respective auditors' reports thereon;
to set the number of directors of the Company at three (3);
to elect the directors of the Company for the ensuing year;
to re-appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as auditors of the Company for the ensuing year and to authorize the board of directors to fix their remuneration;
to consider and, if thought fit, to pass an ordinary resolution to re-approve the Company's 10% rolling stock option plan, as more particularly set out in the Circular; and
to transact such further or other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

The accompanying information circular ("Circular") provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting.

The Meeting will be held in Person.

Upon request, the Company will make available a telephone conference line

To receive the dial-in information, please email Michelle Teshima at [email protected] no less than 48 hours prior to the Meeting Date.

Please note that Shareholders who dial in to the Meeting will not be able to vote at the Meeting. Shareholders who dial in must vote in advance in accordance with the instructions set out in the Circular.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is the close of business on October 10, 2025 (the "Record Date"). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting. Each Share entitled to be voted at the Meeting will entitle the holder thereof to one vote.

In order to streamline the Meeting process, the Company encourages shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form mailed to them with the Meeting materials. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Beneficial shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

Regardless of whether a Shareholder plans to attend the Meeting, we request that each Shareholder complete and deliver the form of proxy as set out in the form of proxy and Information Circular. If a Shareholder received more than one proxy form because such holder owns Shares registered in different names or addresses, each form of proxy should be completed and returned.

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

Dated at the City of Vancouver, in the Province of British Columbia, on October 10, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

Signed "Alnesh Mohan"

Alnesh Mohan,

CEO, CFO and Director

Whether or not you expect to attend the Meeting in person, please complete, date, sign, and return the accompanying form of proxy at your earliest convenience. The accompanying Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this Notice of Meeting.

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TRAIL BLAZER CAPITAL CORP.
908 - 1030 West Georgia Street
Vancouver, BC V6E 2Y3
INFORMATION CIRCULAR

(Containing information as of October 10, 2025, except as otherwise indicated)

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management (the “Management”) of Trail Blazer Capital Corp. (“Trail Blazer” or the “Company”) for use at the Annual General Meeting of the Company to be held at Suite 1303 – 1030 West Georgia Street, Vancouver, British Columbia, on Wednesday, the 19th day of November, 2025 at 10:00 a.m. (Vancouver time) and at any adjournments thereof (the “Meeting”).

The Meeting will be held in Person.
Upon request, the Company will make available a telephone conference line
To receive the dial-in information, please email Michelle Teshima
at [email protected] no less than 48 hours prior to the Meeting Date.

In order to streamline the Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form mailed to them with the Meeting materials. Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

SOLICITATION OF PROXIES

The Company will conduct its solicitation by mail and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal contact. The Company will not specifically engage employees or soliciting agents to solicit proxies. The Company does not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign forms of proxy. The Company will pay the expenses of this solicitation.

APPOINTMENT AND REVOCATION OF PROXY

Appointment of Proxy

Registered shareholders are entitled to vote. A shareholder is entitled to one vote for each common share that such shareholder holds on the record date of October 10, 2025 on the resolutions to be voted upon at the Meeting and any other matters to come before the Meeting.

The persons named as proxy holders (the “Designated Persons”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

A proxy will not be valid unless it is dated and signed by you or your agent duly authorized in writing or, if you are a corporation, by a director, officer, or attorney of the corporation duly authorized in writing.

Revocation of Proxies

If you are a registered shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either:

(a) signing a proxy bearing a later date; or
(b) signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy.

The later proxy or the notice of revocation must be delivered to the office of the Company's registrar and transfer agent or to the Company's head office at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment, or to the Chair of the Meeting on the day of the Meeting or any adjournment.

If you are a non-registered shareholder who wishes to revoke a voting instruction form ("VIF") or to revoke a waiver of your right to receive Meeting materials and to give voting instructions, you must give written instructions to your Nominee at least seven days before the Meeting.

VOTING BY PROXY

A shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the common shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the common shares represented will be voted or withheld from the vote on that matter accordingly. The common shares represented by a 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 with respect to any matter to be acted upon, the common shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE NOMINEES OF THE COMPANY'S BOARD OF DIRECTORS FOR DIRECTORS AND AUDITOR.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may

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properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the common shares on any matter, the common shares that are the subject of the abstention or withholding will be counted for determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.

COMPLETION AND RETURN OF PROXY

You must deliver the completed form of proxy to the office of the Company's registrar and transfer agent, Odyssey Trust Company at 350-409 Granville Street, Vancouver, BC, V6C 1T2 or to the Company's head office at the address listed on the cover page of this Information Circular, no later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment(s) thereof, before the scheduled time of the Meeting or any adjournment, unless the chairman of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set out in this section is of significant importance to those shareholders who 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 shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder's name on the records of the Company. Such common shares will more likely be registered under the names of the shareholder's broker or an agent of that broker (a "Nominee"). In Canada, the vast majority of such common shares are registered under the name of CDS & Co., being the registration name for The Canadian Depository for Securities Limited (which acts as nominee for many Canadian brokerage firms), and in the United States, under the name Cede & Co., as nominee for the Depository Trust Company (which acts as a brokerage depository for many U.S. firms and custodial banks). Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person well in advance of the Meeting.

Regulatory polices require Nominees to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Beneficial Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Company (such Beneficial Shareholders are designated as non-objecting beneficial owners, or "NOBOs") or objecting to their Intermediary disclosing ownership information about themselves to the Company (such Beneficial Shareholders are designated as objecting beneficial owners, or "OBOs").

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has elected to send the notice of meeting, this Information Circular and a request for voting instructions (a "VIF"), instead of a proxy (the notice of Meeting, Information Circular and VIF or proxy are collectively referred to as the "Meeting Materials") directly to the NOBOs and indirectly through Nominees to the OBOs. The Nominees (or their service companies) are responsible for forwarding the Meeting Materials to OBOs.

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Meeting Materials sent to Beneficial Shareholders are accompanied by a VIF, instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Intermediary (or other registered shareholder) how to vote the Beneficial Shareholder's shares on the Beneficial Shareholder's behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

The majority of Nominees now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions in Canada and Broadridge Financial Services Inc. in the United States (collectively "Broadridge"). Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, usually by way of mail, the Internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the shares voted. If you have any questions respecting the voting of shares held through an Intermediary, please contact that Intermediary for assistance.

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the shares which they beneficially own. A Beneficial Shareholder receiving a VIF cannot use that form to vote common shares directly at the Meeting. Beneficial Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a non-registered holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the non-registered holder may request (in writing) to the Company or its Nominee, as applicable, without expense to the non-registered holder, that the non-registered holder or his/her nominee be appointed as proxyholder and have the right to attend and vote at the Meeting.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a nonregistered owner, 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.

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.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, each proposed nominee for election as a director of the Company, or any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of common shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting other than the election of directors

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RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value, of which 15,000,000 common shares are issued and outstanding as of October 10, 2025. There is only one class of shares.

Persons who are registered shareholders at the close of business on October 10, 2025, will be entitled to receive notice of, attend, and vote at the Meeting. On a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, 50% plus one vote of the votes case will be required to pass an "Ordinary Resolution" and a majority of at least 2/3 of the votes cast will be required to pass a special resolution.

Under Section 11.3 of the Articles of Trail Blazer, the quorum for the transaction of business at a meeting of shareholders is present if at least two shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting are, present in person or represented by proxy.

To the knowledge of our directors and executive officers, other than set out below, there are no persons or companies that beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of all voting rights as of October 10, 2025.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

The audited financial statements of the Company for the financial year ended March 31, 2025 (the "Financial Statements") and the auditor's report thereon (the "Auditor's Report"), will be presented to Shareholders at the Meeting.

The Financial Statements, Auditor's Report, and related Management's Discussion and Analysis for the financial year ended March 31, 2025, are available on SEDAR+ under the Company's profile at www.sedarplus.ca.

Fixing the Number of Directors

Directors of the Company are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless they resign or otherwise vacate office before that time. The Company currently has three directors, all of which are being recommended by management for re-election at the Meeting. It is proposed that the number of directors to be elected to hold office until the next annual general meeting of Shareholders or until their successors are elected or appointed be set at three (3) directors.

The Company's management recommends that the Shareholders vote IN FAVOUR of the resolution setting the number of directors at three (3). Unless you give other instructions, the management proxyholders intend to vote FOR the resolution setting the number of directors at three (3).

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Election of Directors

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

It is proposed that the below-stated nominees be elected at the Meeting as directors of the Company for the ensuing year. The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the election to the Board of the nominees listed below. Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

The following table sets out the names of management's nominees for election as directors, all offices in the Company each nominee now holds, each nominee's principal occupation, business or employment for the past five years, the period of time during which each nominee has been a director of the Company, and the number of Shares owned by each nominee, directly or indirectly, or over which each nominee exercised control or direction, as at the Record Date.

Name, Province and Country of ordinary residence, and positions held with the Company	Principal occupation and, IF NOT an elected Director, principal occupation during the past five years	First Appointed as Director	Common Shares beneficially owned or controlled (1)
Alnesh Mohan (2)
Director, CEO, CFO and Corporate Secretary
British Columbia, Canada	Partner, Quantum Advisory Partners, LLP (a professional services firm providing outsourced CFO, financial advisory, and accounting services), since 2005.	September 17, 2025	No shares
Warwick Smith (2)
Director
British Columbia, Canada	Business consultant specializing in corporate finance and development for publicly traded companies, since 2004. CEO of American Pacific Mining Corp.;	January 6, 2021	60,000 Directly
400,000 Indirectly
David Stier (2) (3)
Director
Ontario, Canada	Senior Financial Advisor to Solutions 2 GO Inc.	January 6, 2021	400,000 Directly

This information, not being within the knowledge of the Company, has been furnished by the respective nominees. Information provided as at the Record Date.
Member of the Audit Committee.
Chair of the Audit Committee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, other than disclosed below, none of the proposed directors (or any of their personal holding companies) of the Company:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company, including the Company, that:

(i) as subject of a cease trade order 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 while that person was acting in the capacity as director, executive officer or chief financial officer; or
(ii) was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each case for a period of 30

consecutive days, that was issued after the person ceased to be a director, chief executive officer or chief financial officer in the company and which resulted from an event that occurred while that person was acting in the capacity as director, executive officer or chief financial officer; or

(b) is as at the date of this Circular or has been within the 10 years before the date of this Circular, a director or executive officer of any company, including the Company, 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

(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual.

Alnesh Mohan was a director of Premier Diversified Holdings Inc. (now Aja Health and Wellness Inc.) ("PDH") when, on February 2, 2024, the BCSC and OSC issued a cease trade order (the "CTO"). The CTO resulted from PDH's late filing of the annual audited financial statements and the annual management's discussion and analysis certification of the annual filings (the "Annual Filings"). PDH filed an application seeking an order for a management cease trade order ("MCTO") from the BCSC. Because the PDH Shares are currently halted as a result of the RTO, the BCSC rejected the MCTO application and instead issued the CTO. The delay in filing the Annual Filings was largely related to the RTO and the special procedure audit required as part of the financial disclosure.

Mr. Mohan was a director of PDH when, on March 1, 2024, the BCSC issued a second cease trade order (the "CTO2"). The CTO2 resulted from PDH's late filing of the first quarter interim financial statements and the interim management's discussion and analysis certification of the interim filings. On July 26, 2024, the CTO and CTO2 were revoked and are no longer in effect. Mr. Mohan resigned as director on April 17, 2025.

Alnesh Mohan was a director of VSBLTY Groupe Technologies Corp. ("VSBLTY") which applied for a management cease trade order (the "MCTO") on May 3, 2023 for failure to file its audited annual financial statements, management discussion and analysis and related certificates for the year ended December 31, 2022. On July 11, 2023, the MCTO was revoked and is no longer in effect.

Mr. Mohan was a director of VSBLTY which applied for a MCTO on April 30, 2024 for failure to file its audited annual financial statements, management discussion and analysis and related certificates for the year ended December 31, 2023. On July 23, 2024, the MCTO was revoked and is no longer in effect.

Mr. Mohan was a director of VSBLTY which applied for a MCTO on May 1, 2025 for failure to file its audited annual financial statements, management discussion and analysis and related certificates for the year ended December 31, 2024. On July 16, 2025, the British Columbia Securities Commission (the "BCSC") issued a Failure to File Cease Trade Order (the "FFCTO") against the Company for the Company's failure to file its audited annual financial statements, accompanying management discussion and analysis and certifications for the financial year ended December 31, 2024, and the corresponding condensed interim financial statements, management discussion and analysis and certifications for the three month period ended March 31, 2025. The FFCTO remains in effect.

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To the knowledge of the Company, none of the proposed directors (or any of their personal holding companies) has been subject to:

(a) 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.

Appointment of Auditor

Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants ("DMCL") are the auditors of the Company, and have been the auditor of the Company since February 19, 2021. At the Meeting, Shareholders will be asked to vote for the re-appointment of DMCL as the auditor of the Company to hold office for the ensuing year and to authorize the directors of the Company to fix their remuneration and the terms of their engagement.

Unless the shareholder has specified in the enclosed form of proxy that the shares represented by such proxy are to be withheld from voting on a particular director, the persons named in the enclosed form of proxy will vote FOR Dale Matheson Carr-Hilton, Labonte LLP, Chartered Professional Accountants as auditor.

Re-Approval of Stock Option Plan

Summary of the Stock Option Plan

The Company's Stock Option Plan (the "Stock Option Plan") has been prepared in accordance with updated TSXV Policy 4.4 Security Based Compensation ("Policy 4.4") and is a "rolling up to 10%" compensation plan as defined in Policy 4.4 and requires annual shareholder approval. The Stock Option Plan last received shareholder approval at the Company's previous annual general meeting of shareholders held on September 12, 2024, and TSXV approval on December 2, 2024.

The Stock Option Plan provides for the Board to grant options (the "Stock 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 Stock Option Plan reserves for issuance a maximum of 10% of the Common Shares at the time of a grant of options under the Stock Option Plan. The Stock Option Plan will be administered by the Board and provide for grants of non-transferable options under the Stock Option Plan at the discretion of the management of the Company to officers, directors, employees, management company employees, consultants or investor relations persons of the Company or its wholly-owned subsidiaries (each an "Option Holder").

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, through options, to acquire Common Shares, 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.

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The Stock Option Plan provides that:

(a) the maximum aggregate number of Common Shares that can be issued pursuant to the exercise of Stock Options is 10% of the Company's current issued and outstanding share capital (on a non-diluted basis);

(b) stock options granted under the Stock Option Plan will have an expiry date not to exceed ten years from the date of grant;

(c) any stock options granted that expire or terminate for any reason without having been exercised will again be available under the Stock Option Plan;

(d) stock options will vest as required by the TSXV, or such other stock exchange which the Company's Common Shares may be listed, and as may be determined by the administrator of the Stock Option Plan, or in the absence of such body, the Board;

(e) the minimum exercise price of any stock options issued under the Stock Option Plan will be determined by the Board at the time of grant, subject to the requirements of the TSXV or such other stock exchange which the Company's Common Shares may be listed;

(f) the maximum number of options granted to insiders must not, when exercised, result in the issuance of Common Shares, exceeding, in aggregate, 10% of the issued and outstanding shares of the Company;

(g) the Company cannot grant options to any one consultant in any 12-month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding Common Shares of the Company;

(h) the Company cannot grant options in any 12 month period to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of Common Shares exceeding, in aggregate, 2% of the issued and outstanding shares of the Company and options issued to consultants performing investor relations activities must vest in stages over 12 months with no more than 1/4 of the options vested in any three month period;

(i) in connection with the exercise of an option, as a condition to such exercise the Company may require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such Option; and

(j) if a change of control, as described in the Stock Option Plan, occurs, all unvested options shall immediately become vested (other than options held by persons performing investor relations activities) and may thereon be exercised in whole or in part by the option holder, subject to any required approval by the TSXV, or such other stock exchange which the Company's Common Shares may be listed.

The Stock Option Plan Resolution must be passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

The full text of the Stock Option Plan Resolution to be submitted to shareholders at the Meeting is set forth below. The Board recommends that shareholders vote FOR re-approval of the Stock Option Plan.

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“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT:

(1) The Company's Stock Option Plan, as described in the Information Circular dated October 10, 2025 is ratified, approved and confirmed;

(2) The Company is authorized to grant stock options under the Stock Option Plan, in accordance with its terms;

(3) Authority is granted to the Board of Directors of the Company to make such amendments to the Stock Option Plan as are required by the TSXV to obtain TSXV acceptance of the Stock Option Plan, without further approval of the shareholders; and

(4) Any one director or officer of the Company is authorized and directed to do all such acts and things and to execute and deliver such documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to this resolution.”

Shareholders may vote FOR or AGAINST the above resolution. To be effective, the Stock Option Plan requires approval by an ordinary resolution passed by the shareholders of the Company at a general meeting. An ordinary resolution is a resolution passed by a simple majority of the votes cast in person or by proxy.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the resolution approving the Stock Option Plan.

STATEMENT OF EXECUTIVE COMPENSATION

The purpose of this Statement of Executive Compensation is to provide information about the Company's philosophy, objectives and processes regarding executive compensation. This disclosure is intended to communicate the compensation provided to the most highly compensated executive officers of the Company (the "Named Executive Officers" or "NEOs"). For the purposes of this Circular, a NEO means each of the following individuals:

a) a chief executive officer ("CEO") of the Company;

b) a chief financial officer ("CFO") of the Company;

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

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

During the financial year ended March 31, 2025, the Company had two (2) NEOs: Thomas O'Neill, former CEO and Corporate Secretary and Grace Marosits, former CFO.

As a Capital Pool Company pursuant to the policies of the TSX Venture Exchange (the "Exchange"), the Company's principle objective is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation with a view to completing (in accordance with the policies of the Exchange) a "Qualifying Transaction", as that term is defined in the policies of the Exchange. The Company does not currently have conventional business operations or assets other than cash, and we continue to work toward completing a Qualifying Transaction. Pursuant to Exchange policies with respect to Capital Pool Companies, since the Company's incorporation no payment or remuneration of any kind has been made, and prior to completion of a Qualifying Transaction no payment or remuneration of any kind will be made, directly or indirectly, to our Named Executive Officers, which includes but is not limited to salaries, consulting fees, management contract fees or

directors' fees, finder's fees, loans, advances, bonuses or deposits or any similar payments. However, we may reimburse Named Executive Officers for reasonable allocation of rent, secretarial services and other general administrative expenses provided to the Company and grant incentive stock options. No reimbursement may be made for any payment made to lease or buy a vehicle.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets forth the compensation paid to the Company's Named Executive Officers and directors for the Company's financial years ended March 31, 2025 and 2024:

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites (1) ($)	Value of all other compensation ($)	Total compensation ($)
Warwick Smith Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
David Stier Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Grace Marosits(2) Former CFO & Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Thomas O’Neill(2) Former CEO, Corp. Sec. & Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Marlis Yassin(3) Former Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) The value of perquisites and benefits, if any, was less than $15,000.
(2) Ms. Marosits and Mr. O'Neill resigned from the Board effective September 10, 2025.
(3) Ms. Yassin resigned from the Board effective April 4, 2024.

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.

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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.

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.

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 March 31,2025:

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding Options	Weighted-average exercise price of outstanding Options	Number of securities remaining available for future issuance under the Option Plan
Equity compensation plans approved by securityholders	1,000,000	$0.10	500,000
Total	1,000,000	$0.10	500,000

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Notes:

Represents the number of Common Shares available for issuance upon exercise of outstanding stock options as at March 31, 2025.
Represents the number of Common Shares available for future issuance under the Current Plan as of March 31, 2025.

The maximum number of Common Shares which may be issued or reserved for issuance to any Eligible Person, and companies wholly-owned by that Eligible Person, under the Stock Option Plan within any 12-month period will not exceed 5% of the issued and outstanding Common Shares, calculated on the date a Stock Option is granted to such Eligible Person. See "Particulars of Matters to be Acted Upon" for further details of the Stock Option Plan and the required annual shareholder approval in accordance with TSXV policies.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were issued to or exercised by any NEO or Director in the two most recently completed financial years.

AUDIT COMMITTEE INFORMATION

The overall purpose of the Audit Committee of the Company is to ensure that management has designed and implemented an effective system of internal financial controls, to review and report on integrity of the consolidated financial statements of the Company and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of material facts.

The Audit Committee's Charter

Under National Instrument 52-110 Audit Committees ("NI 52-110"), venture issuers must include in its management Circular the disclosure required by Form 52-110F2 Disclosure by Venture Issuers with respect to their audit committee, including the text of the audit committee's charter, the composition of the audit committee and the fees paid to the external auditor. This information is set out in the attached Schedule "A" to this Circular.

Composition of the Audit Committee

As of the date of this Circular, the following were the members of the Audit Committee:

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Name	Independence	Financial Literacy
David Stier(1)	Independent	Financially literate(2)
Alnesh Mohan	Not Independent	Financially literate(2)
Warwick Smith	Independent	Financially literate(2)

Notes:
(1) Chair of the Audit Committee.
(2) As defined by National Instrument 52-110. For the purposes of NI 52-110, an individual is financially literate if 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 reasonably be expected to be raised by the Company's financial statements.

Relevant Education and Experience

All members of the Audit Committee have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Warwick Smith - Mr. Smith negotiated the transaction to purchase the past-producing Madison Mine in Montana, which is under a joint-venture, earn-in agreement with Rio Tinto and was subsequently nominated for S&P Global Platts Deal of the Year in 2021. More recently, Mr. Smith led American Pacific through the takeover of Constantine Metal Resources Ltd., which included the high-grade PEA-stage Palmer VMS Project in Alaska, under partnership with Dowa Metals & Mining Co., Ltd. Mr. Smith has held numerous executive leadership roles throughout his career, including CEO of Western Pacific Resources Corp., leading the acquisition of the Deer Trail Mine (now operated by MAG Silver Corp.).

Mr. Smith is also a sought-after media guest, having been interviewed by Bloomberg, Benzinga, Mining Journal, Mining Magazine, Northern Miner, Globe and Mail, Kitco News, and S&P Global Platts, amongst others.

David Stier - Mr. Stier has 40 years of providing financial, tax and advisory services, which experience includes audit and advisory engagements for both private and public companies, in Canada and the U.S. including helping them manage assurance and compliance requirements. He also provided a range of mergers and acquisition related services, including business plan development, due diligence, purchase or sale negotiations and sourcing financing requirements. While a Partner in Public Practice over a period of 12 years he was a member of the Institute of Chartered Accountants of Ontario as a member of the Practice Inspection Committee, Professional Conduct Committee and lastly the Discipline Committee. His last position in public practice was as a Partner with Horwath Crowe LLP (subsequently merged with MNP LLP). He left public practice in 2008 and became a Director and Chief Financial Officer of Spot Mobile Inc. (NASDAQ) until October 2010. Since 2010 has been the Senior Financial Advisor to the Bock family and Solutions 2 GO Inc. assisting in acquisitions, financing and assisting in managing certain businesses. Mr. Stier has a degree from the University of Toronto in Commerce and Economics in 1978 and became a Chartered Accountant in 1981 and United States CPA in 2005.

Alnesh Mohan - Mr. Mohan is a Chartered Professional Accountant (CPA, CA) and has over 20 years of accounting, auditing, and tax experience providing advisory services to a wide array of clients. Acting on behalf of several public companies, Mr. Mohan has gained considerable experience in financial reporting, corporate governance and regulatory compliance. He is a founding partner of Quantum Advisory Partners LLP, a professional services firm providing outsourced CFO, financial advisory and accounting services.

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Pre-Approval Policies and Procedures

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

External Auditor Service Fees

Fees paid to the Company's auditors for the years ended March 31, 2025 and 2024, respectively, are detailed below:

Financial Year Ending	Audit Fees^{(1)}	Audit-Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees
March 31, 2025	$15,000	Nil	$1,300	Nil
March 31, 2024	$15,000	Nil	$1,400	Nil

"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.

CORPORATE GOVERNANCE DISCLOSURE

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 who are charged with the day-to-day management of the Company. The Board is committed to sound corporate governance practices which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines.

National Instrument 58-101 – Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Board is presently comprised of three directors. The independent members of the Board are David Stier and Warwick Smith. As CEO, CFO and Corporate Secretary of the Company, Mr. Mohan is deemed to have a material relationship with the Company so is not considered an independent member of the Board. A material relationship is one which could, in the view of the issuer's board, be reasonably expected to interfere with the exercise of a member's independent judgment. The following table identifies the Board members and a director nominee.

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Director	Independence
Warwick Smith	Independent
David Stier	Independent
Alnesh Mohan	Not Independent

To safeguard independence, the independent directors are encouraged to have open and frank discussions at the regularly scheduled meetings and, if necessary, require that the non-independent directors leave the meeting while such discussions are undertaken.

Directorships

As of the date hereof, the following directors are also directors of other reporting issuers (or the equivalent in a foreign jurisdiction).

Name	Name of Reporting Issuer	Name of Exchange or Market
Alnesh Mohan	DGL Investments No. 1 Inc.
VSBLTY Groupe Technologies Corp.
Silver Hammer Mining Corp.	TSXV
CSE, OTCQB
CSE
Warwick Smith	American Pacific Mining Corp.
Canter Resources Corp.	CSE; OTCQX; FWB
CSE; OTCQC; FRA
David Stier	None	N/A

Board Mandate

The Board is responsible for managing the business and affairs of the Company and, in doing so, must act honestly and in good faith with a view to the best interests of the Company. The Board is responsible for approving long-term goals and objectives for the Company, ensuring the plans and strategies necessary to achieve those objectives are in place and supervising senior management who is responsible for the implementation of long-term strategies and day-to-day management of the Company. The Board retains a supervisory role and ultimate responsibility for all matters relating to the Company and its business. The Board discharges its responsibilities both directly and through its standing committee (the Audit Committee) and any ad hoc committee it may establish to address issues of a more short-term nature.

Orientation and Continuing Education

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company's business and understand the responsibilities of the Board.

The Board does not have a formal program for the continuing education of its directors. The Company expects its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Company's professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board.

Ethical Business Conduct

The Board has not adopted a formal code of ethics. In the Board's view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director's participation in decisions of the Board in which the

director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Although the Company has not adopted a formal code of ethics, the Company promotes an ethical business culture. Directors and officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company's professional advisors with respect to any issues related to ethical business conduct.

Nomination of Directors

The identification of potential candidates for nomination as directors of the Company is primarily done by the CEO, but all directors are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals by business contacts.

Compensation

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation 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.

Other Board Committees

The Board does not have any standing committees other than the Audit Committee.

Assessments

The Board does not have any formal process for assessing the effectiveness of the Board, its committees, or individual directors. Such assessments are done on an informal basis by the CEO and the Board as a whole.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is or who at any time during the last financial year was a director or executive officer of the Company, a proposed nominee for election as a director of the Company or an associate of any such director, officer or proposed nominee is, or at any time since the beginning of the last completed financial year has been, indebted to the Company or any of its subsidiaries and no indebtedness of any such individual to another entity is, or has at any time since the beginning of such year been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, officer or proposed nominee for election as a director and no associate or affiliate of any insider or nominee has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year, or in any proposed transaction, which in either such case has materially affected or will materially affect the Company.

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MANAGEMENT CONTRACTS

No management functions of the Company or any of its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company or subsidiaries, except as disclosed herein.

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 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.

ADDITIONAL INFORMATION

Financial information concerning the Company is contained in its financial statements and Management's Discussion and Analysis for the financial year ended March 31, 2025. Copies of these documents, this Circular and additional information relating to the Company may be found on the SEDAR+ website at www.sedarplus.ca or obtained upon request from the Company without charge to shareholders at Suite 918-1030 West Georgia Street, Vancouver, BC.

DATED at Vancouver, British Columbia, this 10th day of October, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

Signed "Alnesh Mohan"

Alnesh Mohan,

CEO, CFO, Corporate Secretary and Director

SCHEDULE “A”

TRAIL BLAZER CAPITAL CORP.

AUDIT COMMITTEE CHARTER

I PURPOSE

The Audit Committee (the "Committee") will consist of a majority of independent directors and is appointed by the Board of Directors (the "Board") of Trail Blazer Capital Corp. (the "Corporation") to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:

conduct such reviews and discussions with management and the independent auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;
assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;
ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;
review the quarterly and annual financial statements and management's discussion and analysis of the Corporation's financial position and operating results and report thereon to the Board for approval of same;
select and monitor the independence and performance of the Corporation's outside auditors (the "Independent Auditors"), including attending at private meetings with the Independent Auditors and reviewing and approving all renewals or dismissals of the Independent Auditors and their remuneration; and
provide oversight to related party transactions entered into by the Corporation.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Independent Auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.

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II AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for advisors employed by the Committee; and
(c) communicate directly with the internal and external auditors.

III COMPOSITION AND MEETINGS

The Committee and its membership shall meet all applicable legal and listing requirements, including, without limitation, those of the TSX Venture Exchange ("TSXV"), the Business Corporations Act (British Columbia) and all applicable securities regulatory authorities.
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.
Each member of the Committee shall be "financially literate" (as defined by applicable securities laws and regulations).
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two of the members of the Committee present either in person or by telephone shall constitute a quorum.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

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The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as it may see fit, from time to time, to attend at meetings of the Committee.
The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Audit Committee shall require the approval of the Board prior to implementation.

IV RESPONSIBILITIES

A Financial Accounting and Reporting Process and Internal Controls

The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable Canadian accounting standards and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review and approve the interim financial statements. With respect to the annual and interim financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the Independent Auditors as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.
The Committee shall review management's internal control report and the evaluation of such report by the Independent Auditors, together with management's response.
The Committee shall review the financial statements, management's discussion and analysis relating to annual and interim financial statements, annual and interim earnings press releases and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.
The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than the public disclosure referred to in subsection (3), and periodically assess the adequacy of these procedures.
The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.

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The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management’s response and subsequent follow-up to any identified weaknesses.
The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
The Committee shall establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

The Committee shall provide oversight to related party transactions entered into by the Corporation.

B Independent Auditors

The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.
The Committee shall pre-approve all audit and non-audit services (including, without limitation, the review of any interim financial statements of the Corporation by the Independent Auditors at the discretion of the Committee) not prohibited by law to be provided by the Independent Auditors.
The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit.
The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit, and receive and review the auditor’s interim review reports.
The Committee shall obtain timely reports from the Independent Auditors describing critical accounting policies and practices, alternative treatments of information within applicable Canadian accounting principles that were discussed with management, their ramifications, and the Independent

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Auditors' preferred treatment and material written communications between the Corporation and the Independent Auditors.

The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.
The Committee shall monitor and assess the relationship between management and the external auditors, and monitor and support the independence and objectivity of the external auditors.

C Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

Approved by the Board on February 19, 2021

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Trail Blazer Capital Corp. — Proxy Solicitation & Information Statement 2025

48137_rns_2025-10-29_bf4c6ad4-3e34-4ba5-83d1-2e3676581b02.pdf

TRAIL BLAZER CAPITAL CORP.

NOTICE OF ANNUAL GENERAL MEETING

Revocation of Proxies

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

ADVICE TO NON-REGISTERED SHAREHOLDERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

Fixing the Number of Directors

Election of Directors

Corporate Cease Trade Orders or Bankruptcies

Appointment of Auditor

Re-Approval of Stock Option Plan

Summary of the Stock Option Plan

Director and NEO Compensation, Excluding Compensation Securities

Notes:

Oversight and Description of Director and NEO Compensation

Compensation of Directors

Compensation of NEOs

Elements of NEO Compensation

Pension Plan Benefits

Employment, Consulting and Management Agreements

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Relevant Education and Experience

Pre-Approval Policies and Procedures

External Auditor Service Fees

CORPORATE GOVERNANCE DISCLOSURE

Independence of Members of Board

Directorships

Board Mandate

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

OTHER MATTERS

ADDITIONAL INFORMATION

BY ORDER OF THE BOARD OF DIRECTORS

II AUTHORITY OF THE AUDIT COMMITTEE

III COMPOSITION AND MEETINGS

IV RESPONSIBILITIES

A Financial Accounting and Reporting Process and Internal Controls

B Independent Auditors

More from Trail Blazer Capital Corp.

Trail Blazer Capital Corp. Proxy Solicitation & Information Statement 2025