27294400.2

TREVISO CAPITAL CORP.
c/o 900 – 885 West Georgia Street
Vancouver, BC V6C 3H1
Telephone: (778) 835-2798

INFORMATION CIRCULAR
October 31, 2025

GENERAL PROXY INFORMATION

This information circular (the “Information Circular”) accompanies the notice of Annual General 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 Meeting (the “Meeting”) of the Shareholders to be held at 10:00 a.m. on Friday, December 5, 2025 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, 2025. 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, 2025 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.

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.

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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 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.

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, 2025, a total of 9,000,000 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

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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, 2024, 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.

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, 2025, 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)

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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)}
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 advisory boards 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 in good standing of the Law Society of 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.
(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.

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STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Statement of Executive Compensation:

“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:

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Name and Position	Year^{(1)}	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites^{(2)} ($)	Value of All Other Compensation ($)	Total Compensation ($)
David Melillo^{(3)}
President, CEO, Corporate Secretary and Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Alexander Helmel^{(4)}
CFO and Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
R. Timothy Henneberry^{(5)}
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Mauro Palumbo^{(6)}
Director	2024
2023	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, 2024 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, 2024.

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As at December 31, 2024:

(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.

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, 2024.

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, 2024.

Stock Option Plans and Other Incentive Plans

On August 29, 2022, the Company adopted its stock option plan, as amended on October 31, 2025 (the “Current Plan”), attached as Schedule “A” to this information circular. Details regarding the Current Plan are set out below under “Particulars of Matters to be Acted Upon – Approval of the Current Plan”.

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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 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, 2024 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

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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.

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, 2024.

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

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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 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, 2025, 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, 2025, 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, 2025. 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, 2025 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, 2025.

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 attached as Schedule "A" to the Company's information circular dated September 7, 2022 and available at www.sedarplus.ca under the Company's SEDAR profile, and is incorporated by reference herein. A copy of the Audit

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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 practices, 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.

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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.

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External Auditor Service Fees

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit 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, 2024	$11,500	$Nil	$Nil	$Nil
December 31, 2023	$11,500	$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.

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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:

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	Grit Metals Corp.	TSX-V
	iMetal Resources Inc.	TSX-V
	Questcorp Mining Inc.	CSE
	J4 Ventures Inc.	TSX-V
	Silver Sands Resources Corp.	CSE
	Tana Resources Corp.	CSE
	Kirkstone Metals Corp.	TSX-V
	River Road Resources Limited	TSX-V
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

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Name of Director	Names of Reporting Issuers	Trading Market
	Kirkstone Metals Corp.	TSX-V

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.

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.

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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 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).

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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 "A" to this information circular.

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 "A" to this information circular:

(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;

(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) unless disinterested shareholder approval is obtained, under no circumstances shall the Current Plan, together with all of the Company's other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, result in or allow at any time: (a) the number of Shares reserved for issuance granted to Insiders to exceed 10% of the outstanding Shares at the time of granting the Options, or (b) the issuance to Insiders, within a one year period, of a number of Shares exceeding 10% of the outstanding Shares at the time of granting the Options;

(e) 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;

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(f) 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;

(g) 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;

(h) 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;

(i) 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;

(j) 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

(k) 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 stock option plan (the "Current Plan") as described in the Company's information circular dated October 31, 2025, 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");
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

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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.

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Dated at Vancouver, British Columbia this 31st day of October, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS OF

TREVISO CAPITAL CORP.

"David Melillo"

David Melillo

President, Chief Executive Officer,

Corporate Secretary and Director

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SCHEDULE "A"

TREVISO CAPITAL CORP.

STOCK OPTION PLAN

This Plan was adopted by the directors of the Company on August 29, 2022 and amended on October 31, 2025. For so long as the Company is a CPC, and notwithstanding anything in this Plan to the contrary, the terms, conditions and restrictions of the Policies of the Exchange, including Policy 2.4, Capital Pool Companies, and Policy 4.4, Security Based Compensation, all of which are incorporated into this Plan by this reference, and this Plan and all Options granted pursuant to this Plan are and shall continue to be subject to the Policies of the Exchange. In the event of any inconsistency between this Plan and the Policies of the Exchange, the Policies of the Exchange shall prevail.

PART 1
INTERPRETATION

1.01 Definitions. In this Plan the following words and phrases shall have the following meanings, namely:

(a) "Associate" means, where used to indicate a relationship with any person:

(i) a partner, other than a limited partner, of that person;
(ii) a trust or estate in which that person has a substantial beneficial interest or for which that person serves as trustee or in a similar capacity;
(iii) a company in respect of which that person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the company; or
(iv) a relative, including the spouse or child, of that person or a relative of that person's spouse, where the relative has the same home as that person and for the purpose of this definition, "spouse" includes an individual who is living with another individual in a marriage-like relationship.

(b) "Blackout Period" means a period of time during which the Company prohibits Optionees from exercising an Option due to the existence of undisclosed material information and pursuant to a formal notice provided by the Company under a trading policy, which Blackout Period must expire promptly following general disclosure of the material information;

(d) "Charitable Option" means any Option granted by the Company to an Eligible Charitable Organization;

(e) "CPC" or "Capital Pool Company" has the meaning set out in the Policies of the Exchange.

25987426.1

(f) "Committee" means a committee of the Board appointed in accordance with this Plan or, if no such committee is appointed, the Board itself.

(g) "Company" means Treviso Capital Corp.

(h) "Consultant" means, in relation to the Company, an individual (other than a Director, Officer or Employee of the Company) or company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company, other than services provided in relation to a distribution;

(ii) provides the services under a written contract between the Company and the individual or the company, as the case may be; and

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company.

(i) "Director" means any director of the Company.

(j) "Discounted Market Price" means the Market Price less the discount set forth below, subject to a minimum price of $0.10:

Closing Price	Discount
up to $0.50	25%
$0.51 to $2.00	20%
above $2.00	15%

(k) "Disinterested Shareholder Approval" means that the proposal must be approved by a majority of the votes cast at the shareholders' meeting of the Company other than votes attaching to securities beneficially owned by Insiders and their Associates to whom shares may be issued pursuant to this Plan and, for purposes of this Plan, holders of non-voting and subordinate voting securities (if any) will be given full voting rights on a resolution which requires disinterested shareholder approval.

(l) "Eligible Charitable Organization" has the meaning ascribed thereto in Exchange Policy 4.4, Security Based Compensation.

(m) "Employee" means:

(i) an individual who is considered an employee of the Company or any of its subsidiaries under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);

(ii) an individual who works full-time for the Company or a subsidiary of the Company providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over

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the detail and methods of work as an employee of the Company or its subsidiary, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or a subsidiary of the Company on a continuing and regular basis for a minimum amount of time per week acceptable to the Exchange (on a case by case basis) providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source

(n) "Exchange" means the TSX Venture Exchange.

(o) "Insider" means:

(i) a Director or Officer;

(ii) a director or senior officer of a person that is itself an Insider or subsidiary of the Company;

(iii) a person that beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company; or

(iv) the Company itself if it holds any of its own securities.

(p) "Investor Relations Activities" has the meaning ascribed in Exchange Policy 1.1, Interpretation.

(q) "Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

(r) "IPO" has the meaning attributed in Exchange Policy 2.4, Capital Pool Companies.

(s) "Management Company Employee" means an individual employed by a person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company.

(t) "Market Price" means, subject to the exceptions prescribed by the Exchange from time to time, the last closing price of the Company's shares before the issuance of the required news release disclosing the grant of Options (but, if the Policies of the Exchange provide an exception to such news release, then the last closing price of the Company's shares before the grant of Options).

(u) "Option" means a right granted to an Optionee by the Company to acquire Shares at a specified price and for a specified period of time, pursuant to the terms of this Plan.

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(v) "Optionee" means an Employee, Director, Officer, Management Company Employee, Consultant or Eligible Charitable Organization who receives a grant of Options under this Plan; provided, however, that for so long as the Company is a CPC only the Persons described in Section 6.01(a) of this Plan shall be eligible to receive Options.

(w) "Officer" means any senior officer of the Company as defined in the Securities Act (British Columbia).

(x) "Plan" means this stock option plan as amended from time to time.

(y) "Qualifying Transaction" has the meaning set out in Exchange Policy 2.4, Capital Pool Companies.

(z) "Resulting Issuer" has the meaning set out in Exchange Policy 2.4, Capital Pool Companies.

(aa) "Seed Shares" has the meaning set out in Exchange Policy 1.1, Interpretation.

(bb) "Shares" means common shares without par value in the capital of the Company.

1.02 Gender. Throughout this Plan, words importing the masculine gender shall be interpreted as including the female gender.

PART 2 PURPOSE OF PLAN

The purpose of this Plan is to attract and retain Employees, Officers, Directors and Consultants 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 Options granted under this Plan. The Plan is expected to benefit the Company's shareholders by enabling the Company to attract and retain personnel of high caliber by offering to them an opportunity to share in any increase in the value of the Shares. The Company and each Optionee represents that Employees, Consultants or Management Company Employees who are granted Options will be bona fide Employees, Consultants or Management Company Employees at the time of grant.

PART 3 GRANTING OR AMENDING OF OPTIONS

3.01 Administration. This Plan shall be administered by the Board or, if the Board so elects, by a committee (consisting of not less than three (3) of its members) appointed by the Board. Any Committee shall administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and either appoint new members in their place or decrease the size of the Committee, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Part 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such

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quorum. Members of the Committee may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee during which action is taken with respect to granting Options to him).

3.02 Committee's Recommendations. The Board may accept all or any part of the recommendations of the Committee or may refer all or any part thereof back to the Committee for further consideration and recommendation. Such recommendations may include, but not be limited to, the following:

(a) resolution of questions arising in respect of the administration, interpretation and application of the Plan;
(b) reconciliation of any inconsistency or defect in the Plan in such manner and to such extent as shall reasonably be deemed necessary or advisable to carry out the purpose of the Plan;
(c) determination of the Consultants, Employees, Officers, Directors (or their wholly-owned corporations) and Management Company Employees to whom, and when, Options should be granted, as well as the number of Shares subject to each Option;
(d) determination of the terms and conditions of the Option agreement to be entered into with any Optionee, consistent with this Plan; and
(e) determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan.

3.03 Grant by Resolution. The Board, on its own initiative or, if a Committee of the Board shall have been appointed for the purpose of administering this Plan, upon the recommendation of such Committee, may by resolution designate those Consultants, Employees, Officers, Directors and Management Company Employees to whom Options should be granted (unless the Committee has been authorized by the Board to pass such resolution in which case they may do as so authorized).

3.04 Charitable Options.

(a) the aggregate number of Charitable Options granted and outstanding to Eligible Charitable Organizations shall not at any time exceed 1% of the issued Shares of the Company, as at the date of any grant of any Options;
(b) a Charitable Option may contain anti-dilution provisions to cover stock splits or consolidations, share reclassifications, payment of stock dividends and other distributions; however, the terms and conditions of a Charitable Option may not be amended or made subject to amendment after its grant other than to give effect to such anti-dilution provisions or to provide for the cancellation of the Charitable Option in order to enable the Company to comply with the limitations set forth in the Policies of the Exchange;

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(c) a Charitable Option must expire after the earlier of: (i) the date that is the tenth anniversary of the date the Shares are listed for trading on the Exchange; and (ii) the 90th day following the date that the holder of the Charitable Option ceases to be an Eligible Charitable Organization.

3.05 Terms of Options. The resolution of the Board, or the Committee if applicable, shall specify the number of Shares that should be placed under Option to each Optionee, the price per Share to be paid upon exercise of the Options, the dates upon which they will vest and the period during which such Options may be exercised.

3.06 Written Agreements. Every Option granted under this Plan shall be evidenced by a written agreement between the Company and the Optionee and, where not expressly set out in the agreement, the provisions of such agreement shall conform to and be governed by this Plan. In the event of any inconsistency between the terms of the agreement and this Plan, the terms of this Plan shall govern.

3.07 Regulatory Approvals. The Board shall obtain all necessary regulatory approvals, which may be required under applicable securities laws or the rules or Policies of the Exchange. The Board shall also take reasonable steps to ensure that no Options granted under the Plan, or the exercise thereof, shall violate the securities laws of the jurisdiction in which any Optionee resides.

3.08 Amendment of Options. Options may also be amended under this Plan, whether granted under this Plan or otherwise, and the terms of this Plan shall apply mutatis mutandis.

PART 4 CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF OPTIONS

4.01 Exercise Price. The exercise price of an Option granted under this Plan shall not be less than the Discounted Market Price, provided that:

(a) the minimum exercise price for Options granted before completion of the initial public offering of the Company cannot be less than the lowest Seed Share issue price;

(b) for unit offerings, the minimum Option exercise price will be the "base" (or imputed) price of the Shares included in the unit; and

4.02 Expiry Date. Each Option shall, unless sooner terminated, expire on a date to be determined by the Board which will not exceed 10 years.

4.03 Different Exercise Periods, Prices and Number. The Board may, in its absolute discretion, upon granting Options under this Plan, specify different time periods following the dates of granting the Options during which the Optionees may exercise their respective Options to purchase Shares and may designate different exercise prices and numbers of Shares in respect of which each Optionee may exercise the Optionee's Option during each respective time period.

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4.04 Consultants. The aggregate number of Options granted to:

(a) any one Consultant; or
(b) all persons employed to provide Investor Relations Activities on behalf of the Company (provided that while the Company is a CPC, it must not grant any Options to such persons employed in investor relations activities);

must not exceed 2% of the outstanding Shares as at the date of grant of any Option, unless the Exchange permits otherwise.

4.05 Death of Optionee. If an Optionee dies prior to the expiry of the Optionee's Option, the Optionee's legal representatives may, by the earlier of:

(a) one year from the date of the Optionee's death (or such lesser period as may be specified by the Board at the time of granting the Option); and
(b) the expiry date of the Option;

exercise any portion of such Option.

4.06 Expiry on Termination or Cessation. If an Optionee ceases to be a Consultant, Director, Officer or Employee for any reason other than death, the Optionee's Option shall terminate within a reasonable time as specified by the Board at the time of granting the Option, such period to not exceed a period of one year from the date of termination, and all rights to purchase Shares under such Option shall cease and expire and be of no further force or effect. Notwithstanding the foregoing, Options granted to any Optionee of the Company while the Company is a Capital Pool Company, where the Optionee does not continue as a Director, Officer, Consultant or Employee of the Resulting Issuer, have a maximum term of the later of 12 months after completion of the Qualifying Transaction and 90 days after the Optionee ceases to become a Director, Officer, Consultant or Employee of the Resulting Issuer, following which all rights to purchase Shares under such Option shall cease and expire and be of no further force or effect.

4.07 Leave of Absence. Employment shall be deemed to continue intact during any sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then the Optionee's employment shall be deemed to have terminated on the ninety-first day of such leave.

4.08 Assignment. No Option granted under this Plan or any right thereunder or in respect thereof shall be transferable or assignable otherwise than by will or pursuant to the laws of succession.

4.09 Notice. Options shall be exercised only in accordance with the terms and conditions of the agreements under which they are respectively granted and shall be exercisable only by notice in writing to the Company at its principal place of business.

4.10 Payment. Subject to any vesting requirements described in each individual Option agreement, Options may be exercised in whole or in part at any time prior to their lapse or termination. The

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exercise price of all Options must be paid in cash. Shares purchased by an Optionee on exercise of an Option shall be paid for in full at the time of their purchase (i.e. concurrently with the giving of the requisite notice).

4.11 Share Certificate. As soon as practicable after due exercise of an Option, the Company shall issue a share certificate evidencing the Shares with respect to which the Option has been exercised. Until the issuance of such share certificate, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Part 6 hereof. All Shares acquired on exercise of Options prior to the completion of a Qualifying Transaction must also be deposited into escrow and will be subject to escrow until the final Exchange bulletin is issued.

4.12 Vesting. Subject to the discretion of the Board, the Options granted to an Optionee under this Plan shall fully vest on the date of grant of such Options. In accordance with the Policies of the Exchange, and subject to their approval to the contrary, Options issued to all Investor Relations Service Providers must vest (and not otherwise be exercisable) in stages over a minimum of 12 months with no more than 1/4 of the Options vesting in any three month period. Notwithstanding the foregoing, for so long as the Company is a CPC, the Company shall not issue any Options to any Investor Relations Service Provider.

4.13 Hold Period. In addition to any resale restrictions under applicable legislation, all Options granted hereunder and all Shares issued on the exercise of such Options will, if applicable under the Policies of the Exchange, be subject to a four month TSX Venture Exchange hold period from the date the Options are granted, and the stock Option agreements and the certificates representing such Shares will bear the following legend:

"Without prior written approval of the Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert date]."

4.14 Individuals. Options, other than Charitable Options, may be granted only to an individual or to a company that is wholly-owned by an individual who is eligible for an Option grant. Only individuals who are Directors, Officers, Consultants, Employees or Management Company Employees may be granted stock Options. If the Optionee is a company, it must agree not to effect or permit any transfer of ownership or Option of shares of the company nor to issue further shares of any class in the company to any other individual or entity as long as the Option remains outstanding, except with the written consent of the Exchange.

PART 5 RESERVE OF SHARES FOR OPTIONS

5.01 Maximum Number of Shares Reserved Under Plan. Subject to adjustment as provided in Part 6 hereof, the maximum number of Shares reserved under the Plan shall be up to 10% of the issued and outstanding Shares of the Company, calculated at the time any Option is granted.

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The aggregate number of Shares to be delivered upon the exercise of all Options granted under this Plan shall not exceed the maximum number of shares permitted under the rule of any stock exchange on which Shares are then listed or other regulatory body having jurisdiction. In addition, all Options granted outside of this Plan, which are in existence on the effective date of this Plan, shall be counted as if granted under this Plan.

5.02 Sufficient Authorized Shares to be Reserved. Whenever the Articles of the Company limit the number of authorized Shares, a sufficient number of Shares shall be reserved by the Board to satisfy the exercise of Options granted under this Plan or otherwise. Shares that were the subject of Options that have lapsed, been cancelled or terminated shall thereupon no longer be in reserve and may once again be subject to an Option granted under this Plan.

5.03 Disinterested Shareholder Approval. Unless Disinterested Shareholder Approval is obtained, under no circumstances shall this Plan, together with all of the Company's other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, result in or allow at any time:

(a) the number of Shares reserved for issuance granted to Insiders to exceed 10% of the outstanding Shares at the time of granting the Options;

(b) the issuance to Insiders, within a one year period, of a number of Shares exceeding 10% of the outstanding Shares at the time of granting the Options;

(c) the issuance to any one person and such person's Associates, within a one year period, of a number of Shares exceeding 5% of the outstanding Shares at the time of granting the Options; or

(d) any reduction in the exercise price of or extensions to Options granted to any person who is an Insider at the time of the proposed reduction.

PART 6 CORPORATION AS A CAPITAL POOL COMPANY

6.01 Pursuant to Exchange Policy 2.4, Capital Pool Companies, as the same may be amended from time to time, during the time that the Company is a Capital Pool Company, the following restrictions apply:

(a) Options may only be granted to a director or senior officer or a 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 Options granted under this Plan shall not exceed 10% of the number of Shares that are issued and outstanding at the date of grant of any Options;

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(c) the aggregate number of Shares issuable upon exercise of all Options granted under this Plan to any Director or Officer 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 Options granted under this Plan 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 Options;

(f) the exercise price of 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 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 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 Option;

(i) no 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 Options with an exercise price of less than the IPO price and any Shares issued upon the exercise of such Options must remain in escrow after the closing of the Qualifying Transaction.

PART 7 CHANGES IN SHARES

7.01 Share Consolidation or Subdivision. In the event that the Shares are at any time subdivided or consolidated, the number of Shares reserved for Option and the price payable for any Shares that are then subject to Option shall be adjusted accordingly.

7.02 Stock Dividend. In the event that the Shares are at any time changed as a result of the declaration of a stock dividend thereon, subject to the prior acceptance of the Exchange, the number of Shares reserved for Option and the price payable for any Shares that are then subject to Option may be adjusted by the Board to such extent as they deem proper in their absolute discretion. Notwithstanding the foregoing, no such adjustment shall result in the Company being obligated to issue any Shares in excess of the number of Shares reserved pursuant to Sections 5.01 and 6.01(b) of this Plan.

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7.03 Reorganization. Subject to any required action by its shareholders and subject to the prior acceptance of the Exchange, if the Company shall be a party to an reorganization, merger, dissolution or sale or lease of all or substantially all of its assets, whether or not the Company is the surviving entity, the Option shall be adjusted so as to apply to the securities to which the holder of the number of shares of capital stock of the Company subject to the Option would have been entitled by reason of such reorganization, merger or sale or lease of all or substantially all of its assets, provided however that the Company may satisfy any obligations to an Optionee hereunder by paying to the said Optionee in cash the difference between the exercise price of all unexercised Options granted hereunder and the fair market value of the securities to which the Optionee would be entitled upon exercise of all unexercised Options, regardless of whether all conditions of exercise relating to continuous employment have been satisfied. Adjustments under this paragraph or any determinations as to the fair market value of any securities shall be made by the Board, or any committee thereof specifically designated by the Board to be responsible therefor, and any reasonable determination made by the said Board or committee thereof shall be binding and conclusive.

7.04 Rights Offering. If at any time the Company grants to the holders of its capital stock rights to subscribe for and purchase pro rata additional securities of the Company or of any other corporation or entity, there shall be no adjustments made to the number of Shares or other securities subject to the Option in consequence thereof and the said Option of the Optionee shall remain unaffected.

PART 8 EXCHANGE'S RULES AND POLICIES APPLY

8.01 Exchange's Rules and Policies Apply. This Plan and the granting and exercise of any Options hereunder are also subject to such other terms and conditions as are set out from time to time in the rules and Policies of the Exchange and any securities commission having jurisdiction and such rules and Policies shall be deemed to be incorporated into and become a part of this Plan. In the event of an inconsistency between the provisions of such rules and Policies and of this Plan, the provisions of such rules and Policies shall govern.

PART 9 AMENDMENT OF PLAN

9.01 Board May Amend. Subject to Part 5 the Board may, by resolution, amend or terminate this Plan, but no such amendment or termination shall, except with the written consent of the Optionees concerned, affect the terms and conditions of Options previously granted under this Plan which have not then been exercised or terminated.

9.02 Exchange and Shareholder Approval. Any amendment to the terms of this Plan or to grants or issuances of Options pursuant to this Plan shall not become effective until accepted for filing by the Exchange and until shareholder approval has been received, where applicable.

PART 10 MISCELLANEOUS PROVISIONS

10.01 Tax Withholding. The Company may withhold from any amount payable to an Optionee, either under this Plan or otherwise, such amount as it reasonably believes is necessary to enable the

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Company to comply with the applicable requirements of any federal, provincial, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to Options ("Withholding Obligations"). The Company may also satisfy any liability for any such Withholding Obligations, on such terms and conditions as the Company may determine in its discretion, by:

(a) requiring an Optionee, as a condition to the exercise of any Options, to make such arrangements as the Company may require so that the Company can satisfy such Withholding Obligations including, without limitation, requiring the Optionee to remit to the Company in advance, or reimburse the Company for, any such Withholding Obligations; or

(b) selling on the Optionee's behalf, or requiring the Optionee to sell, any Shares acquired by the Optionee under the Plan, or retaining any amount which would otherwise be payable to the Optionee in connection with any such sale.

10.02 Evergreen Plan - Shares that were the subject of any Option granted under this Plan that has been settled in cash, or that has been cancelled, terminated, surrendered, forfeited or has expired without being exercised, and pursuant to which no securities have been issued, may continue to be issuable under this Plan.

10.03 Blackout Periods – In the event that the date provided for expiration of an Option falls within a Blackout Period imposed by the Company pursuant to a trading policy as the result of the bona fide existence of undisclosed Material Information, the expiry date of the Option shall automatically be extended to the date that is ten (10) business days following the date of expiry of the Blackout Period. Notwithstanding the foregoing, there will be no extension of any Option if the Company (or the Optionee) is subject to a cease trade order (or similar order under applicable law).

10.04 Other Plans Not Affected. This Plan shall not in any way affect the policies or decisions of the Board in relation to the remuneration of Directors, Officers, Employees or Consultants.

10.05 Effective Date of Plan. This Plan shall become effective upon receipt of shareholder approval, if such approval is required by applicable laws. However, Options may be granted under this Plan prior thereto. Any Option granted prior thereto may not be exercised prior to such date.

10.06 Use of Proceeds. Proceeds from the sale of Shares pursuant to the Options granted and exercised under the Plan shall constitute general funds of the Company and shall be used for general corporate purposes.

10.07 Headings. The headings used in this Plan are for convenience of reference only and shall not in any way affect or be used in interpreting any of the provisions of this Plan.

10.08 No Obligation to Exercise. Optionees shall be under no obligation to exercise Options granted under this Plan.

10.09 Termination of Plan. This Plan shall only terminate pursuant to a resolution of the Board or the Company's shareholders.

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Treviso Capital Corp. — Proxy Solicitation & Information Statement 2025

48190_rns_2025-11-07_260daa2f-4843-4e50-a0c6-c27fe4456c02.pdf

Appointment of Proxy

Revocation of Proxies

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

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Orders

Bankruptcies

Penalties and Sanctions

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation, Excluding Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities

Vesting and Conditions of Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Termination and Change of Control Benefits

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

Pension Plan Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

David Melillo

External Auditor Service Fees

Exemption

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

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

PARTICULARS OF MATTERS TO BE ACTED UPON

Re-approval of the Current Plan

ADDITIONAL INFORMATION

OTHER MATTERS

APPROVAL OF THE BOARD OF DIRECTORS

PART 2 PURPOSE OF PLAN

PART 3 GRANTING OR AMENDING OF OPTIONS

PART 4 CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF OPTIONS

PART 5 RESERVE OF SHARES FOR OPTIONS

PART 6

CORPORATION AS A CAPITAL POOL COMPANY

PART 7

CHANGES IN SHARES

PART 8 EXCHANGE'S RULES AND POLICIES APPLY

PART 9 AMENDMENT OF PLAN

PART 10 MISCELLANEOUS PROVISIONS

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Treviso Capital Corp. Proxy Solicitation & Information Statement 2025