Treviso Capital Corp. — Proxy Solicitation & Information Statement 2024

Nov 12, 2024

TREVISO CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 6, 2024

AND

INFORMATION CIRCULAR

October 31, 2024

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this notice and information circular, you should immediately contact your advisor.

TREVISO CAPITAL CORP.

c/o 900 – 885 West Georgia Street Vancouver, BC V6C 3H1 Telephone: (778) 835‐2798

INFORMATION CIRCULAR October 31, 2024

GENERAL PROXY INFORMATION

This information circular (the “ Information Circular ”) accompanies the notice of annual general and special meeting of shareholders (the “ Notice ”) of Treviso Capital Corp. (the “ Company ”) and is furnished to shareholders (each, a “ Shareholder ”) holding common shares (the “ Shares ”) of the Company in connection with the solicitation by the management of the Company of proxies to be voted at the annual general and special meeting (the “ Meeting ”) of the Shareholders to be held at 10:00 a.m. on Friday, December 6, 2024 at the offices of Clark Wilson LLP, 900 – 885 West Georgia Street, Vancouver, BC V6C 3H1, or at any adjournment or postponement thereof.

Date and Currency

The date of this Information Circular is October 31, 2024 . Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers who are NOBOs (as defined below), and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of October 31, 2024 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

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

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

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE BLANK SPACE PROVIDED ON 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.

The Shareholder may vote by mail, by telephone or via the Internet by following instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. The Chairman of the Meeting, in their sole discretion, may accept completed forms of proxy on the day of the Meeting or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney‐in‐fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney‐in‐fact for the corporation. If a form of proxy is executed by an attorney‐in‐ fact for an individual Shareholder or joint Shareholders, or by an officer or attorney‐in‐fact for a corporate Shareholder, the instrument so empowering the officer or attorney‐in‐fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at anytime before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney‐in‐fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney‐in‐fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

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 on the proxy. The 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 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 SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

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

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identified in the Notice. 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 Shares of a Shareholder on any matter, the 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.

ADVICE TO BENEFICIAL 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 Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided by a broker, then in almost all cases those Shares will not be registered in the Beneficial Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Beneficial Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such 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). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting.

The Company does not have access to the names of all of its Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. If Beneficial Shareholders receive the voting instruction forms from Broadridge, they are requested to complete and return the voting instruction forms to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll‐free number and access Broadridge’s dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the applicable Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his, her or its broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, a Beneficial Shareholder may request in writing that his, her or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his, her or its Shares.

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Beneficial Shareholders consist of non‐objecting beneficial owners and objecting beneficial owners. A non‐objecting beneficial owner is a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54‐101 Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators. An objecting beneficial owner means a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54‐101.

The Company is sending proxy‐related materials directly to non‐objecting beneficial owners of the Shares. The Company will not pay for the delivery of proxy‐related materials to objecting beneficial owners of the Shares. The objecting beneficial owners of the Shares will not receive the materials unless their intermediary assumes the costs of delivery.

All references to Shareholders in this Information Circular are to registered Shareholders, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value. As of the record date, determined by the board of directors of the Company (the “ Board ”) to be the close of business on October 31, 2024 , a total of 9,000,000 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only registered Shareholders as of the record date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares of the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2023 , together with the auditor’s report thereon, will be submitted to the Meeting. Receipt at the Meeting of the financial statements and auditor's report will not constitute approval or disapproval of any matters referred to therein. The Company’s financial statements and Management’s Discussion and Analysis (“ MD&A ”) are available on SEDAR at www.sedarplus.ca.

NUMBER OF DIRECTORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at four (4) . An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management recommends the approval of setting the number of directors of the Company at four (4).

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 duly elected or appointed in accordance with the Company’s Articles or until such director’s earlier death, resignation or removal.

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Management of the Company proposes to nominate all of the current directors of the Company, as set out in the table below, for election by the Shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees as at October 31, 2024, is as follows:

Name, Place of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Director Since	Number of Shares Owned(1)
David Melillo(2) British Columbia, Canada President, CEO, Corporate Secretary and Director	Mr. Melillo has served as the President, Chief Executive Officer, Corporate Secretary and a director of the Company since April 12, 2021. Mr. Melillo has been the owner of Millennium Specialty Alloys Ltd. since February 2019. Mr. Melillo is a former investment banker with Raymond James Ltd. From 2004 to February 2019, Mr. Melillo held various positions with Raymond James Ltd., including Director of Venture Corporate Finance. Mr. Melillo holds a Masters of Business Administration from Nova Southeastern University in Florida.	April 12, 2021	522,000(3)
Alexander Helmel British Columbia, Canada CFO and Director	Mr. Helmel has served as the Chief Financial Officer and a director of the Company since April 12, 2021. Mr. Helmel is an independent management consultant, possessing specific expertise working with early‐stage venture companies within the Canadian capital markets for over 20 years. Mr. Helmel focuses on private to public market transitions, corporate governance, the development of senior management teams and corporate growth strategies. Mr. Helmel has served as a director or officer for numerous reporting issuers listed on the TSX Venture Exchange (the “Exchange”) and the Canadian Securities Exchange.	April 12, 2021	500,000(4)
R. Timothy Henneberry(2) British Columbia, Canada Director	Mr. Henneberry has served as a director of the Company since April 12, 2021. Mr. Henneberry is a professional geoscientist registered in British Columbia with over 42 years of experience in domestic and international exploration and production for base and precious metals and industrial minerals. Mr. Henneberry has been involved in the management side of public companies for the past 17 years, including: founding, senior management and/or directorships. He currently sits on the boards of multiple TSX Venture Exchange and the Canadian Securities Exchange companies, while also sitting on the advisoryboards of others.	April 12, 2021	500,000(5)
Mauro Palumbo(2) British Columbia, Canada Director	Mr. Palumbo has served as a director of the Company since April 12, 2021. Mr. Palumbo is a partner at Clark Wilson LLP, and practices corporate finance and securities law in Vancouver, British Columbia. He acts for public and private issuers, entrepreneurs and investors in connection with corporate, commercial and securities transactions. In addition, Mr. Palumbo represents reporting issuers in a broad range of securities transactions, including initial public offerings, asset acquisitions, dispositions, continuous disclosure compliance and debt and equity securities offerings. Mr. Palumbo earned a Bachelor of Arts degree in 1992 from the University of Manitoba and a Bachelor of Laws degree in 1998 from the University of Alberta. He is a member ingood standingof the Law Societyof British Columbia.	April 12, 2021	500,000(6)

(1) Information has been furnished by the respective nominees individually.

(2) Member of the Audit Committee.

(3) This number includes 522,000 Shares held directly and 39,000 Shares held indirectly by Mr. Melillo’s spouse. This number does not include an aggregate of 200,000 options held directly, each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

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• (4) This number does not include an aggregate of 200,000 options held directly, each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

• (5) These Shares are held indirectly through Mammoth Geological Ltd., a company wholly owned by Mr. Henneberry. This number does not include an aggregate of 200,000 options held indirectly, through Mammoth Geological Ltd., each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

• (6) This number does not include an aggregate of 200,000 options held directly, each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Persons intend to exercise discretionary authority to vote the Shares represented by proxies for the election of any other persons as directors.

Management recommends the election of each of the nominees listed above as a director of the Company.

Orders

To the best of management’s knowledge, no proposed director of the Company is, or within the ten (10) years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company that:

• (a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

• (b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

To the best of management’s knowledge, no proposed director of the Company is, or within ten (10) years before the date of this Information Circular, has been, a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 made a proposal under any legislation relating to bankruptcies or insolvency.

Penalties and Sanctions

To the best of management’s knowledge, no proposed director of the Company 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.

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Statement of Executive Compensation:

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

“ NEO ” or “ named executive officer ” means:

• (a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

• (b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

• (c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than 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, as determined in accordance with subsection 1.3(5) of Form 51‐102F6V, for that financial year, and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor acting in a similar capacity, at the end of that financial year;

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non‐plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

Name and Position	Year(1)	Salary, Consulting Fee, Retainer or Commission ($)				Value of All Other Compensation ($)	Total Compensation ($)
				Committee
			Bonus ($)	or Meeting Fees ($)	Value of Perquisites(2) ($)
David Melillo(3) President, CEO, Corporate Secretary and Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Alexander Helmel(4) CFO and	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

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Director
R. Timothy Henneberry(5) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Mauro Palumbo(6) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) For the year ended December 31st.

(2) “Perquisites” include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director’s total salary for the financial year is $500,000 or greater.

(3) David Melillo has been the President, CEO and Corporate Secretary and a director since April 12, 2021.

(4) Alexander Helmel has been the CFO and a director of the Company since April 12, 2021.

(5) R. Timothy Henneberry has been a director of the Company since April 12, 2021.

(6) Mauro Palumbo has been a director of the Company since April 12, 2021.

External Management Companies

Except as set out herein, the Company has not engaged the services of an external management company to provide executive management services to the Company, directly or indirectly.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the year ended December 31, 2023 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

The Company did not grant or issue any compensation securities to its directors and NEOs during the year ended December 31, 2023.

As at December 31, 2023:

(a) David Melillo, the President, CEO, Corporate Secretary and a director of the Company, owns an aggregate of 200,000 compensation securities, comprised solely of stock options held directly, each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

(b) Alexander Helmel, CFO and a director of the Company, owns an aggregate of 200,000 compensation securities, comprised solely of stock options held directly, each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

(c) Mauro Palumbo, a director of the Company, owns an aggregate of 200,000 compensation securities, comprised solely of stock options held directly, each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

(d) R. Timothy Henneberry, a director of the Company, indirectly through Mammoth Geological Ltd., a company wholly owned by R. Timothy Henneberry, owns an aggregate of 200,000 compensation securities, comprised solely of stock options held directly, each of which is exercisable into one Share at a price of $0.10 per Share until October 27, 2031.

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No compensation securities were re‐priced, cancelled or replaced, had their term extended, or otherwise have been materially modified during the year ended December 31, 2023.

Vesting and Conditions of Compensation Securities

The compensation securities are subject to the conditions and restrictions contained in the Current Plan, as outlined below. All compensation securities currently held by NEOs or directors of the Company vested on the date of grant.

Unless the Company permits otherwise, the NEO or director of the Company which holds stock options shall pay the Company in cash all local, provincial and federal withholding taxes applicable to the grant or exercise of the options, or the transfer or other disposition of Shares acquired upon exercise of the options. Any such payment must be made promptly when the amount of such obligation becomes determinable. In addition to any remedies available to the Company under the Current Plan to comply with all withholding obligations, the Company may in its discretion sell on an NEO or director’s behalf, or require the NEO or director to sell, any Shares acquired by such NEO or director under the Stock Option Plan, or retain any amount which would otherwise be payable to the NEO or director in connection with any such sale.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by a NEO or director of the Company during the year ended December 31, 2023.

Stock Option Plans and Other Incentive Plans

On August 29, 2022, the Company adopted a new stock option plan (the “ Current Plan ”) attached as Schedule “B” to the information circular dated September 7, 2022 and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. Details regarding the Current Plan are set out below under “Particulars of Matters to be Acted Upon – Approval of the Current Plan” .

Pursuant to the terms of the Current Plan, the Board may, from time to time, and for so long as the Company is a Capital Pool Company (as defined in the Current Plan and the Policies of the Exchange), in its discretion, and in accordance with the Exchange requirements, grant to directors and senior officers of the Company, certain technical consultants to the Company, and Eligible Charitable Organizations, non‐transferable stock options to purchase Shares, provided that the number of Shares reserved for issuance will not exceed 10% of the issued and outstanding Shares as at the date of grant of any stock options, and that the exercise period does not exceed 10 years from the date of grant. If and after the Company ceases to be a Capital Pool Company, the Current Plan will permit the Board to expand the category of persons eligible for a grant of non‐transferable stock options to purchase Shares to include Employees, Management Company Employees, Consultants (all as defined in the Current Plan).

The Current Plan provides that the number of Shares issuable to (i) any Optionee will not exceed five percent (5%) of the issued and outstanding Shares of the Company as at the date of grant of any stock options; (ii) all technical consultants in the aggregate will not exceed two percent (2%) of the issued and outstanding Shares as at the date of grant of any stock options; and (iii) Eligible Charitable Organizations in the aggregate will not exceed one percent (1%) of the issued and outstanding Shares as at the date of grant of any stock options. The term of a stock option must expire not later than 12 months after the optionee ceases to be a director or officer of, or technical consultant to, the Company or any Resulting Issuer (as defined in the Current Plan), as the case may be, subject to any earlier expiry date of such stock options.

The exercise price, term and vesting provisions of any stock option granted under the Current Plan is to be determined by the Board at the time of any grant, subject to certain restrictions contained in the Current Plan and in the Policies of the Exchange. For so long as the Company is a Capital Pool Company, it will not be permitted to issue stock options to any persons providing Investor Relations Activities (as defined in the Current Plan and the Policies of the Exchange), promotional or market‐making services. In addition, and also for so long as the Company

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is a Capital Pool Company, no stock options may be granted by the Company unless the grantee first enters into a CPC Escrow Agreement (as contemplated in Exchange Policy 2.4, Capital Pool Companies ) agreeing to deposit the stock options, and the Shares acquired pursuant to the exercise of such stock option, into escrow.

Termination and Change of Control Benefits

At December 31, 2023 there were no contracts, agreements, plans or arrangements between the Company and its NEOs that provides for payments to NEOs at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of the Company or a change in a NEO’s responsibilities.

Employment, Consulting and Management Agreements

The Company is not party to any formal, written employment, consulting or management agreements with any NEO or director.

Oversight and Description of Director and NEO Compensation

As the Company is currently a Capital Pool Company, it does not have a formal or informal compensation program. Except as set out below or otherwise disclosed in this Information Circular, prior to completion of a Qualifying Transaction (as defined in the Policies of the Exchange), no payment of any kind has been made, or will be made, directly or indirectly, by the Company to a non‐arm’s length party to the Company or a non‐arm’s length party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the securities of the Company or any Resulting Issuer by any means, including:

• (a) remuneration, which includes but is not limited to:

• (i) salaries;

• (ii) consulting fees;

• (iii) management contract fees or directors’ fees;

• (iv) finder’s fees;

• (v) loans, advances, bonuses; and

• (b) deposits and similar payments.

Although the Company may reimburse non‐arm’s length parties for the Company’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“ Permitted Reimbursement ”), there have been no such Permitted Reimbursements since incorporation. No Permitted Reimbursement may be made for any payment made to lease or buy a vehicle. In addition, the directors and senior officers of the Company have received, and may in the future receive, stock options.

Following completion of the Qualifying Transaction, it is anticipated that the Company shall pay compensation to its officers. However, no payment other than the Permitted Reimbursements will be made by the Company or by any party on behalf of the Company, after completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

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Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets forth details of the Current Plan, being the Company’s only equity compensation plan, as of December 31, 2023.

Plan Category	Number of shares to be issued upon exercise of outstanding options	Weighted‐average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(1)
Equity compensation plans approved by shareholders	800,000	$0.10	100,000
Equity compensation plans not approved by shareholders	Nil	N/A	Nil
Total	800,000	$0.10	100,000

(1) The Current Plan is a rolling stock option plan under which the Company can issue such number of options as is equal to 10% of the Company’s issued and outstanding Shares from time to time. As of October 31, 2024 , there were 9,000,000 Shares outstanding and 800,000 outstanding options. The Company could issue up to 100,000 options to acquire Shares on such date.

Effective as of August 29, 2022, the Board adopted the Current Plan. The Current Plan is subject to the re‐approval of the Shareholders and the Exchange. At the Meeting, Shareholders will be asked to re‐approve the Current Plan. See “ Particulars of Matters to be Acted Upon – Re‐Approval of the Current Plan ” below for a summary of the Current Plan.

APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to pass an ordinary resolution to appoint Davidson & Company LLP, Chartered Professional Accountants as auditors of the Company for the fiscal year ending December 31, 2024, and to authorize the directors of the Company to fix the remuneration to be to be paid to the auditors for the fiscal year ending December 31, 2024. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting. Davidson & Company LLP, Chartered Professional Accountants, were appointed as the auditors of the Company on June 15, 2021.

Management recommends that Shareholders vote for the appointment of Davidson & Company LLP, Chartered Professional Accountants as the Company’s auditors for the Company’s fiscal year ending December 31, 2024 and the authorization of the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2024.

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AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52‐110 Audit Committees (“ NI 52‐110 ”), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding composition of the audit committee, and information regarding fees paid to its external auditor. The Company provides the following disclosure with respect to its audit committee (the “Audit Committee” ):

The Audit Committee Charter

The full text of the Audit Committee’s charter (the “ Audit Committee Charter ”) is available at www.sedarplus.ca under the Company’s SEDAR profile, and is incorporated by reference herein. A copy of the Audit Committee Charter may be obtained by any Shareholder, upon request, without charge, from the Company by contacting its office by mail at c/o 900 – 885 West Georgia Street, Vancouver, BC V6C 3H1

Composition of the Audit Committee

The Company’s Audit Committee is comprised of three (3) directors consisting of David Melillo, R. Timothy Henneberry and Mauro Palumbo. As defined in NI 52‐110, each of Mr. Melillo, the Company’s President, CEO and Corporate Secretary and Mr. Palumbo, a partner at a law firm which provides legal services to the Company, are not “independent”. Mr. Henneberry is the sole “independent” member of the Audit Committee. The Company is exempt from the Audit Committee composition requirements set out in Part 3 of NI 52‐110 which require all Audit Committee members be independent. All of the Audit Committee members are “financially literate”, as defined in NI 52‐110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as an Audit Committee member and that provides each member with: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting:

David Melillo

Mr. Melillo has served as the President, CEO and a director since April 12, 2021. Mr. Melillo earned an MBA from Nova Southeastern University in Florida, and from 2004 to 2019 has held various positions with Raymond James Ltd., including Director of Venture Corporate Finance. Mr. Melillo is also the owner of Millennium Specialty Alloys Ltd. and has been a director of multiple public companies listed on the NEX board of the Exchange. As a result of his MBA and his experience as an investment banker and a director of public companies, Mr. Melillo has acquired the requisite financial literacy to enable him to understand accounting principles applicable to the Company and the ability to assess the general application of such principles. Mr. Melillo has over 15 years’ experience in accounting

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practises, analysis and activities most specifically through his experience as an officer and director. It is through these activities that Mr. Melillo has been given the understanding of internal controls and procedures to complete these financial reports.

Mauro Palumbo

Mr. Palumbo is a corporate finance and securities lawyer in Vancouver, British Columbia. Since 2002, he has represented numerous public and private companies in connection with various transactions, including, initial public offerings, private placement of securities, reverse takeovers, qualifying transactions and acquisitions and dispositions of assets. In connection with certain of the foregoing transactions, Mr. Palumbo has acquired the necessary experience to understand accounting principles that would be applicable to the Company and the ability to assess the general application of such principles.

R. Timothy Henneberry

Mr. Henneberry has developed an understanding of accounting principles used by the Company and the ability to assess the general application of such principles and to evaluate and analyze financial statements by virtue of his extensive experience as a seasoned junior mining company executive. He has developed the foregoing skills as a founding shareholder, director and officer of a number of junior mining companies, including as the chief executive officer or interim chief executive officer of several issuers. In addition, he has served as a member of the audit committee of numerous reporting issuers, and currently serves on the audit committees of Silver Sands Resources Corp., Golden Independence Mining Corp. (Chair) and iMetal Resources Inc.

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 in Sections 2.4, 6.1.1(4), 6.1.1(5) or Part 8 of NI 52‐110. Section 2.4 (De Minimis Non‐audit Services) provides an exemption from the requirement that the Audit Committee must pre‐approve all non‐audit services to be provided by the auditor, where the total amount of fees related to the non‐audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non‐audit services were provided. Sections 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), 6.1.1(5) ( Events Outside Control of Member ) and 6.1.1(6) ( Death, Incapacity or Resignation ) provide exemptions from the requirement that a majority of the members of the Company's Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of National Instrument 52‐110 in whole or in part.

Pre‐Approval Policies and Procedures

Formal policies and procedures for the engagement of non‐audit services have yet to be formulated and adopted. Subject to the requirements of 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

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

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of the audit 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 aggregate fees billed by the Company’s external auditor in the last two fiscal years, by category, are as follows:

Year Ended	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31,2023	$11,500	$Nil	$Nil	$Nil
December 31,2022	$9,110	$Nil	$Nil	$Nil

Exemption

The Company is relying on the exemption provided by section 6.1 of National Instrument 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 National Instrument 52‐110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, proposed nominee for election to the Board, or associate of such persons is, or at any time since the beginning of the Company’s most recently completed financial year has been, indebted to the Company or any of its subsidiaries.

No indebtedness of current or former director, executive officer, proposed nominee for election to the Board, or associate of such person is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both, carrying more than ten percent of the voting rights attached to the Shares outstanding (an “ Insider ”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, 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, except with an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

MANAGEMENT CONTRACTS

There were no management functions of the Company, which were, to any substantial degree, performed by a person other than the directors or executive officers of the Company, except as otherwise described in this Information Circular.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58‐101 Disclosure of Corporate Governance Practices , the Company is required to disclose its corporate governance practices as follows:

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Board of Directors

The Board facilitates its exercise of independent supervision over the Company’s management through meetings of the Board.

R. Timothy Henneberry is “independent” in that he is independent and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with the best interests of the Company, other than the interests and relationships arising from being shareholders of the Company. David Melillo is the CEO, Corporate Secretary and President of the Company, Alexander Helmel is the CFO of the Company and Mauro Palumbo is a partner of a law firm which provides legal services to the Company and as a result are not “independent”. The Board has no formal procedures designed to facilitate the exercise of independent supervision over management, relying instead on the integrity of the individual member of its management team to act in the best interests of the Company.

Directorships

Certain directors of the Company are currently also directors of other reporting issuers, as described in the table below:

Name of Director	Names of Reporting Issuers	Trading Market
R. Timothy Henneberry	European EnergyMetals Corp.	TSX‐V
	iMetal Resources Inc.	TSX‐V
	QuestcorpMiningInc.	CSE
	J4 Ventures Inc.	TSX‐V
	Silver Sands Resources Corp.	CSE
	Tana Resources Corp.	CSE
Alexander Helmel	Global Compliance Applications Corp.	CSE
	Silver Sands Resources Crop.	CSE
	Atomic Minerals Corp	TSX‐V
	Ynvisible Interactive Inc	TSX‐V
	Prudent Minerals Corp.	CSE

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 as the Board’s practice is to recruit for the Board only persons with extensive experience in identifying and targeting junior businesses for transactions and in public company matters.

Ethical Business Conduct

The Board has not adopted a written ethical business code of conduct for directors, officers and employees. However, the Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable 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.

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The Board is also responsible for applying governance principles and practices, tracking development in corporate governance, and adapting “best practices” to suit the needs of the Company. Certain of the directors of the Company may also be directors and officers of other companies, and conflicts of interest may arise between their duties. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as applicable under the Business Corporations Act (British Columbia).

Nomination of Directors

The Company does not have a formal process or committee for proposing new nominees for election to the Board. The nominees proposed are generally the result of recruitment efforts by the members of the Board, including both formal and informal discussions among the members of the Board.

Compensation

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria.

Other Board Committees

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

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

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

Except as disclosed elsewhere in this Information Circular, 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, no proposed nominee for election as a director of the Company, nor any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of 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 and the grant of options which may be granted to such persons upon the re‐approval of the Current Plan, as further discussed below.

Directors, executive officers, proposed nominees for election as director of the Company may be interested in the re‐approval of the Current Plan, pursuant to which they may be granted stock options. See “ Particulars of Matters to be Acted Upon – Re‐Approval of Current Plan ”, below, for more information.

PARTICULARS OF MATTERS TO BE ACTED UPON

Re‐approval of the Current Plan

On August 29, 2022, the Board approved the Current Plan pursuant to which the Board may, from time to time, and for so long as the Company is a Capital Pool Company (as defined in the Current Plan and the Policies of the Exchange), in its discretion, and in accordance with the Exchange requirements, grant to directors and senior officers of the Company, certain technical consultants to the Company, and Eligible Charitable Organizations, non‐ transferable stock options to purchase Shares, provided that the number of Shares reserved for issuance will not exceed 10% of the issued and outstanding Shares as at the date of grant of any stock options, and that the exercise period does not exceed 10 years from the date of grant. If and after the Company ceases to be a Capital Pool

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Company, the Current Plan will permit the Board to expand the category of persons eligible for a grant of non‐ transferable stock options to purchase Shares to include Employees, Management Company Employees, Consultants (all as defined in the Current Plan).

The Current Plan provides that the number of Shares issuable to (i) any Optionee will not exceed five percent (5%) of the issued and outstanding Shares of the Company as at the date of grant of any stock options; (ii) all technical consultants in the aggregate will not exceed two percent (2%) of the issued and outstanding Shares as at the date of grant of any stock options; and (iii) Eligible Charitable Organizations in the aggregate will not exceed one percent (1%) of the issued and outstanding Shares as at the date of grant of any stock options. The term of a stock option must expire not later than 12 months after the optionee ceases to be a director or officer of, or technical consultant to, the Company or any Resulting Issuer (as defined in the Current Plan), as the case may be, subject to any earlier expiry date of such stock options.

The exercise price, term and vesting provisions of any stock option granted under the Current Plan is to be determined by the Board at the time of any grant, subject to certain restrictions contained in the Current Plan and in the Policies of the Exchange. For so long as the Company is a Capital Pool Company, it will not be permitted to issue stock options to any persons providing Investor Relations Activities (as defined in the Current Plan and the Policies of the Exchange), promotional or market‐making services. In addition, and also for so long as the Company is a Capital Pool Company, no stock options may be granted by the Company unless the grantee first enters into a CPC Escrow Agreement (as contemplated in Exchange Policy 2.4, Capital Pool Companies ) agreeing to deposit the stock options, and the Shares acquired pursuant to the exercise of such stock option, into escrow.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution re‐ approving and confirming the Current Plan. The form of the Current Plan is attached as Schedule “B” to the information circular dated September 7, 2022 and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Current Plan is a “rolling” stock option plan, whereby the maximum number of Shares that may be reserved for issuance pursuant to the exercise of options is 10% of the issued Shares of the Company and, as such, this number will increase with the issue of additional Shares of the Company. The Current Plan complies with the current policies of the Exchange for a Capital Pool Company, including Policy 2.4, Capital Pool Companies , and Policy 4.4, Security Based Compensation .

The purpose of the Current Plan is to attract and retain certain eligible persons, and to motivate them to advance the interests of the Company by affording them the opportunity to acquire an equity interest in the Company through stock options granted under the Current Plan. The Current Plan is expected to benefit the Company’s shareholders by enabling the Company to attract and retain personnel by offering to them an opportunity to share in any increase in the value of the Shares. The Company and each grantee will represent that, at the time of any grant of a stock option, the grantee will be a person that is eligible for a grant.

The following information is intended as a brief description of the Current Plan and is qualified in its entirety by the full text of the Current Plan, which is attached as Schedule “B” to the information circular dated September 7, 2022 and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca:

• (a) for so long as the Company is a Capital Pool Company, stock options may only be granted to a director or senior officer or a bona fide technical consultant whose industry expertise is required in order to evaluate a proposed Qualifying Transaction, or to a company all of whose securities are owned by such Director, Officer or technical consultant, or to an Eligible Charitable Organization;

• (b) the aggregate number of Shares issuable upon the exercise of all stock options granted under the Current Plan, together with all stock options granted under any prior Plan, shall not exceed 10% of the number of Shares that are issued and outstanding at the date of grant of any stock options;

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• (c) unless the Company has obtained disinterested shareholder approval, the aggregate number of Shares issuable upon exercise of all stock options granted in any 12 month period to any Optionee of the Company shall not exceed 5% of the number of Shares that are issued and outstanding at the date of grant of any Options;

• (d) the aggregate number of Shares issuable upon the exercise of all stock options granted to all technical consultants of the Company shall not exceed 2% of the number of Shares that are issued and outstanding at the date of grant of any Options;

• (e) the aggregate number of Shares issuable upon the exercise of all Options granted under this Plan to all Eligible Charitable Organizations shall not exceed 1% of the number of Shares that are issued and outstanding at the date of grant of any stock options;

• (f) the exercise price of stock options granted prior to the closing of the IPO cannot be less than the lowest price at which Seed Shares were issued by the Company;

• (g) no stock options may be granted to any Investor Relations Service Provider, or to any Person providing Investor Relations Activities, promotional or market‐making services;

• (h) the term of any stock option grant must expire not later than twelve (12) months after the Optionee ceases to be a director, senior officer or technical consultant of the Company while it is a Capital Pool Company, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such stock option;

• (i) no stock options may be granted by the Company while it is a Capital Pool Company unless the Optionee first enters into a CPC Escrow Agreement (as described in Part 10 of Exchange Policy 2.4, Capital Pool Companies ) agreeing to deposit the Options, and the Shares of the Company to be acquired pursuant to the exercise of such Options, into escrow as contemplated by the terms of Exchange Policy 2.4, Capital Pool Companies ; and

• (j) all stock options with an exercise price of less than the IPO price and any Shares issued upon the exercise of such stock options must remain in escrow after the closing of the Qualifying Transaction.

The Current Plan provides that other terms and conditions may be attached to a particular option at the discretion of the Board.

Upon request, the Company will promptly provide a copy of the Current Plan free of charge to a Shareholder. A Shareholder may contact the Company at its registered and records office at c/o 900 ‐ 885 West Georgia Street, Vancouver, British Columbia V6C 3H1, to request a copy.

At the Meeting, Shareholders will be asked to re‐approve the following ordinary resolution (the “ Current Plan Resolution ”), which must be approved by at least a majority of the votes cast by Shareholders represented in person or by proxy at the Meeting who vote in respect of the Current Plan Resolution:

• “ RESOLVED , as an ordinary resolution of the shareholders of Treviso Capital Corp. (the “ Company ”), that:

• The Company’s current stock option plan (the “ Current Plan ”) as described in the Company’s information circular dated October 31, 2024, including the reservation for issuance under the Current Plan at any time of a maximum of 10% of the issued common shares of the Company, be and is hereby ratified, confirmed and approved, subject to the acceptance of the Current Plan by the TSX Venture Exchange ( “Exchange” );

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1. The Board be authorized in its absolute discretion to administer the Current Plan and amend or modify the Current Plan in accordance with its terms and conditions and with the policies of the Exchange, or as otherwise required by the Exchange; and

2. Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the Current Plan required by the Exchange or applicable securities regulatory authorities and to complete all transactions in connection with the administration of the Current Plan.”

The form of the Current Plan Resolution set forth above is subject to such amendments as management of the Company may propose at the Meeting, but which do not materially affect the substance of the Current Plan Resolution.

Management of the Company recommends that shareholders vote in favour of the Current Plan Resolution at the Meeting. It is the intention of the Designated Persons named in the enclosed form of proxy, if not expressly directed otherwise in such form of proxy, to vote such proxy FOR the Current Plan Resolution.

ADDITIONAL INFORMATION

Shareholders may contact the Company at its registered and records office by mail at c/o 900 – 885 West Georgia Street, Vancouver, BC V6C 3H1, to request copies of the Company’s financial statements and related Management’s Discussion and Analysis (the “ MD&A ”). Financial information is provided in the Company’s audited financial statements and MD&A for the most recently completed financial year and in the financial statements and MD&A for subsequent financial periods, which are available on SEDAR+ at www.sedarplus.ca.

OTHER MATTERS

Other than the above, management of the Company know of no other matters to come before the Meeting other than those referred to in the Notice. If any other matters that are not currently known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the Designated Persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized, by the Board.

Dated at Vancouver, British Columbia this 31st day of October, 2024.

ON BEHALF OF THE BOARD OF DIRECTORS OF

TREVISO CAPITAL CORP.

“David Melillo”

David Melillo President, Chief Executive Officer, Corporate Secretary and Director