VALDOR TECHNOLOGY INTERNATIONAL INC

VALDOR TECHNOLOGY INTERNATIONAL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

with respect to the Annual General and Special Meeting of Shareholders to be held on August 27, 2025

Dated as of July 11, 2025

VALDOR TECHNOLOGY INTERNATIONAL INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the shareholders of Valdor Technology International Inc. (the "Company") will be held as a virtual shareholders' meeting via live audio conference at 1-605-313-5565, access code 3692317#, on Wednesday, August 27, 2025 at 11:00 AM (Pacific), for the following purposes:

to receive the audited consolidated financial statements of the Company for the years ended December 31, 2024, 2023 and 2022 and the report of the auditors thereon;
to fix the number of directors of the Company to be elected at the Meeting;
to elect the directors of the Company to hold office until the next annual meeting of shareholders;
to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the board of directors;
to consider and, if deemed advisable, to pass an ordinary resolution approving the renewal of the Company's Stock Option Plan,
to consider and, if deemed advisable, to pass an ordinary resolution approving the renewal of the Company's Restricted Share Unit Plan, and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The Company's board of directors (the "Board") has fixed July 11, 2025 as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to receive such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the "Notice-and-Access Provisions") for the Meeting. The Notice-and- Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Information Circular, the Company's audited financial statements and the related management's discussion and analysis, and any additional materials (collectively, the "Meeting Materials") online. Shareholders will still receive this Notice of Meeting, a form of proxy and request for financial information form and may choose to receive a paper copy of the Meeting Materials.

The Company will not use the procedure known as 'stratification' in relation to the use of Notice and Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and- Access Provisions, which will not include a paper copy of the Meeting Materials.

PLEASE REVIEW THE INFORMATION CIRCULAR CAREFULLY IN FULL PRIOR TO VOTING IN RELATION TO THE RESOLUTIONS BEING PRESENTED, AS THE INFORMATION CIRCULAR HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION ON THE MATTERS. THE INFORMATION CIRCULAR IS AVAILABLE AT HTTPS://WWW.EPROXY.CA/VALDORTECHNOLOGY/2025AGSM/ AND UNDER THE COMPANY'S PROFILE ON SEDAR+ AT WWW.SEDARPLUS.CA ANY SHAREHOLDER WHO WISHES TO RECEIVE A PAPER COPY ON THE MEETING MATERIALS (INCLUDING THE INFORMATION CIRCULAR) SHOULD CONTRACT THE TRUST COMPANY BY EMAIL TO: [email protected] OR BY CALLING TOLL-FREE AT 1-888-787-0888.

ALSO USE THE TOLL-FREE NUMBER NOTED ABOVE TO OBTAIN ADDITIONAL INFORMATION ABOUT THE NOTICE-AND-ACCESS PROVISIONS.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent, Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, by mail, or by fax at 604-559-8908, or by email at [email protected], no later than 11:00 a.m. on Monday, August 25, 2025 or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

If you are a non-registered Shareholder and received this notice ("Notice") of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1-605-313-5565, access code 3692317#.

DATED at Vancouver, British Columbia as of the 11th day of July, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"/s/ Amar Purewal"

Amar Purewal

Chief Financial Officer and Director

VALDOR TECHNOLOGY INTERNATIONAL INC.

Management Information Circular

Unless otherwise stated, information contained herein is given as of July 11, 2025. All references to dollar amounts herein are references to Canadian dollars unless otherwise indicated.

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This management information circular (the "Information Circular") is furnished in connection with the solicitation by the management of Valdor Technology International Inc. (the "Company") of proxies to be voted at the annual general and special meeting (the "Meeting") of the holders (the "shareholders") of common shares of the Company ("Common Shares", "common shares" or "Shares") to be held as a virtual shareholders' meeting via audio conference at 1-605-313-5565, access code 3692317#, on Thursday, August 27, 2025 at 11:00 AM (Pacific), for the purposes set forth in the accompanying Notice of Meeting.

In accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") the Company has delivered proxy-related materials to intermediaries to forward to Beneficial Shareholders (as defined herein). The Company does not intend to pay for intermediaries to forward to OBOs (as defined herein) under NI 54-101 the proxy-related materials. In the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

The head office and the registered and records office of the Company is located at 6th Floor – 905 West Pender Street, Vancouver, BC V6C 1L6.

The solicitation of proxies by management of the Company will be made primarily by mail but solicitation may be made by telephone or in person with the cost of such solicitation to be borne by the Company. While no arrangements have been made to date, the Company may contract for the solicitation of proxies for the Meeting. Such arrangements would include customary fees which would be borne by the Company.

Appointment of Proxyholder

The persons named in the enclosed form of proxy for the Meeting are officers of the Company and nominees of management. A registered shareholder has the right to appoint some other person or company, who need not be a shareholder, to represent such registered shareholder at the Meeting by striking out the names of the persons designated in the accompanying form of proxy and by inserting the name of that other person or company in the blank space provided. If a registered shareholder appoints one of the persons designated in the accompanying form of proxy as a nominee and does not direct the said nominee to vote either "For," "Against," or "Withhold," as applicable, from voting on a matter or matters with respect to which an opportunity to specify how the Shares registered in the name of such registered shareholder shall be voted, the proxy shall be voted "For" such matter or matters.

The instrument appointing a proxyholder must be in writing and signed by the registered shareholder, or such registered shareholder's attorney authorized in writing, or if the registered shareholder is a corporation, by the authorized representative or a duly authorized person on behalf of such corporation. An undated but executed proxy will be deemed to be dated the date of the mailing of the proxy. In order for a proxy to be valid, a registered shareholder must:

a. sign and print his or her name on the lines specified for such purpose at the bottom of the form of proxy; and
b. return the properly executed and completed form of proxy by mailing it or delivering it by hand in the appropriate enclosed return envelope addressed to Endeavor Trust Corporation ("Endeavor"),

to be received no later than 48 hours (excluding Saturdays, Sundays, and holidays) before any adjournment(s) of the Meeting, unless the Chair of the Meeting elects to exercise their discretion to accept proxies received subsequently.

Revocation of Proxy

A registered shareholder may revoke a proxy by delivering a signed instrument in writing executed by such registered shareholder or by the registered shareholder's attorney authorized in writing or, where the registered shareholder is a corporation, by a duly authorized officer or attorney of such corporation, either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, with the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or before any vote in respect of which the proxy is to be used shall have been taken, or in any other manner permitted by law.

Voting of Proxies

A registered shareholder may direct the manner in which his or her Shares are to be voted or withheld from voting in accordance with the instructions of the registered shareholder by marking the form of proxy accordingly. The management nominees designated in the enclosed form of proxy will vote the Shares represented by proxy in accordance with the instructions of the registered shareholder on any resolution that may be called for and if the registered shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. Where no choice is specified with respect to any resolution or in the absence of certain instructions, the Shares represented by a proxy given to management will be voted "For" the resolution. If more than one direction is made with respect to any resolution, such Shares will similarly be voted "For" the resolution.

Exercise of Discretion by Proxyholders

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the proxyholders named therein with respect to amendments or variations of matters identified in the accompanying Notice of Meeting, and other matters not so identified which may properly be brought before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations, or other matters to come before the Meeting. If any amendment or variation or other matter comes before the Meeting, the persons named in the proxy will vote in accordance with their judgement on such amendment, variation, or matter.

VOTING BY BENEFICIAL SHAREHOLDERS

The information set out in this section is important to many shareholders, as a substantial number of shareholders do not hold their Shares in their own name.

Persons who hold Shares through their brokers, agents, trustees, or other intermediaries (such shareholders, "Beneficial Shareholders") should note that only proxies deposited by registered shareholders whose names appear on the share register of the Company may be recognized and acted upon at the Meeting. If Shares are shown on an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register of the Company. Such Shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such Shares will be registered in the name of "CDS & Co.", the registration name of CDS Clearing and Depository Services Inc. which acts as a nominee for many brokerage firms. Shares held by brokers, agents, trustees, or other intermediaries can only be voted by those brokers, agents, trustees, or other intermediaries in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the request for voting instructions ("VIF") provided with this Information Circular and ensure they communicate how they would like their Shares voted in accordance with those instructions.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Company are referred

to as "OBOs." In accordance with the requirements of NI 54-101, the Company has delivered proxy-related materials to intermediaries to forward to Beneficial Shareholders. The Company does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials. In the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

Generally, a Beneficial Shareholder who has not waived the right to receive Meeting materials will either:

a. be given a form of proxy which has already been signed by the intermediary (typically by a facsimile with a stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Shareholder and must be completed, but not signed, by the Beneficial Shareholder and deposited with Endeavor; or
b. more typically, be given a VIF which is not signed by the intermediary and which, when properly completed and signed by the Beneficial Shareholder and returned to the intermediary or its service Company, will constitute voting instructions which the intermediary must follow.

VIFs should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Shares which they beneficially own. Beneficial Shareholders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Shares registered in the name of their broker, agent, trustee, or other intermediary, a Beneficial Shareholder may attend the Meeting as a proxyholder for a registered shareholder and vote Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting or have someone else attend on their behalf, and indirectly vote their Shares as proxyholder for the registered shareholder, should contact their broker, agent, trustee, or other intermediary well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Shares as a proxyholder.

If you are a Beneficial Shareholder, and the Company or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary on your behalf. Please return your voting instructions as specified in the VIF.

ACCESSING AND VOTING AT THE VIRTUAL MEETING

Registered shareholders may vote at the Meeting, as further described below. See "How do I attend and participate at the Meeting?"

Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting. This is because the Company and its transfer agent do not have a record of the Beneficial Shareholders of the Company, and as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a Beneficial Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the VIF sent to you, and you must follow all of the applicable instructions provided by your intermediary. See "Appointment of a Third Party as Proxy" and "How do I attend and participate at the Meeting?"

Appointment of a Third Party as Proxy

The following applies to shareholders who wish to appoint a person (a "third-party proxyholder") other than the management nominees set forth in the form of proxy or VIF as proxyholder, including Beneficial Shareholders who wish to appoint themselves as proxyholder to vote at the Meeting.

Shareholders who wish to appoint a third-party proxyholder to vote at the Meeting as their proxy and vote their Shares MUST submit their proxy or VIF (as applicable) appointing such third-party proxyholder.

To appoint a third-party proxyholder, insert such person's name in the blank space provided in the form of proxy or VIF (if permitted) and follow the instructions for submitting such form of proxy or VIF. If you are a Beneficial Shareholder located in the United States, you must also provide Endeavor with a duly completed legal proxy if you wish to vote at the Meeting, or if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

If you are a Beneficial Shareholder and wish to vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary, AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading "How do I attend and participate at the Meeting?"

Legal Proxy – US Beneficial Shareholders

If you are a Beneficial Shareholder located in the United States and wish to vote at the Meeting, or if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under "How do I attend and participate at the Meeting?", you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Endeavor.

How do I attend and participate at the Meeting?

The Company is holding the Meeting as a completely virtual meeting, which will be conducted via audio conference. Shareholders will not be able to attend the Meeting in person.

Registered shareholders and duly appointed proxyholders will be able to vote at the Meeting at 1-605-313-5565, access code 3692317#. In order to vote at the Meeting, shareholders must submit their proxy or VIF (as applicable) appointing their proxyholder.

SECURITIES ENTITLED TO VOTE

As of July 11, 2025 (the "Record Date"), the authorized share capital of the Company consists of an unlimited number of Common Shares without par value of which 142,536,228 Common Shares are issued and outstanding. Each shareholder is entitled to one vote for each Common Shares registered in his, her, or its name at the close of business on the Record Date, the date fixed by the board of directors of the Company (the "Board") as the record date for determining the shareholders entitled to receive notice of and to vote at the Meeting.

The failure of any shareholder to receive notice of the Meeting does not deprive a shareholder of the entitlement to vote at the Meeting. Every shareholder of record at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment thereof, except to the extent that:

a. such shareholder has transferred the ownership of any of their Shares after the Record Date; and
b. the transferee of those Shares produces properly endorsed share certificates, or otherwise establishes that they own the Shares, and demands, not later than 10 days before the Meeting, that their name be included in the list of shareholders entitled to vote at the Meeting, in which case the transferee is entitled to vote those Shares at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The audited consolidated financial statements of the Company for the years ended December 31, 2024, 2023 and 2022, including the report of the auditors thereon, will be tabled at the Meeting and received by the

shareholders. These audited consolidated financial statements of the Company for the years ended December 31, 2024, 2023 and 2022, and the report of the auditors thereon, and the related management's discussion and analysis, are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Fixing the Number of Directors

At the Meeting, the shareholders will be asked to fix the number of directors of the Company to be elected at three (3) members. Approval of the number of directors will require the affirmative votes of the holders of not less than a simple majority of the votes cast in respect thereof by shareholders represented at the Meeting. Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favor of fixing the number of directors at three (3).

Election of Directors

Directors of the Company are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he resigns or otherwise vacates office before that time.

The persons named below are the nominees of management for election as directors. The term of office of each of the present directors expires at the Meeting. Management of the Company proposes to nominate the persons named below for election as directors of the Company at the Meeting, to serve until the next annual meeting of the shareholders of the Company, unless their office is earlier vacated. All of the nominees are currently members of the Board.

Approval of the election of directors will require the affirmative votes of the holders of not less than a simple majority of the votes cast in respect thereof by shareholders represented at the Meeting. Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favor of the election, as directors, of the nominees whose names are set forth below. In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as director if elected.

As a group, the proposed directors beneficially own, or control or direct, directly or indirectly, a total of Nil Common Shares, representing Nil% of the Common Shares outstanding.

Name, Province or State and Country of Residence, Position	Principal Occupation or Employment for the Past Five Years	Director Since	Number of Securities Beneficially Owned or Controlled^{3}
PUREWAL, Amar^{2}
British Columbia, Canada
Chief Financial Officer and Proposed Director	See “Details of Directors Not Previously Elected by a Shareholder Vote” below	February 6, 2025	Nil
0.00%
ATYEO, Jonathan^{2}
Ontario, Canada
Corporate Secretary and Proposed Director	See “Details of Directors Not Previously Elected by a Shareholder Vote” below	January 24, 2025	Nil
0.00%

| ABBOTT, Kelly^{1,2}
British Columbia, Canada
Proposed Director | See “Details of Directors Not Previously Elected by a Shareholder Vote” below | February 6, 2025 | Nil
0.00% |
| --- | --- | --- | --- |

Notes:
1) Independent Director.
2) Member of the Audit Committee.
3) Based on 142,536,228 Common Shares issued and outstanding as of the Record Date.

The information as to residence, principal occupation, and number of Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been taken from the System for Electronic Disclosure by Insiders (SEDI) or furnished by the respective nominees as of the Record Date.

Details of Directors Not Previously Elected by a Shareholder Vote

Mr. Amar Purewal

Mr. Purewal brings a wealth of experience in the capital markets and with debt financing. Mr. Purewal comes from a commercial lending background, where he underwrote, structured and provided over $45 million in debt financings across manufacturing, industrial, commercial farming, research and development, and product development projects with the Royal Bank of Canada.

Mr. Jonathan Atyeo

Mr. Atyeo is a serial entrepreneur with a career spanning diverse industries including technology, government, real estate, energy, and fashion. Early in his career, he founded VR Listing, one of the largest 3D property scanning companies in the world and more recently, he founded HPA, an AI and workflow automation company. His passion lies in building scalable, impactful solutions that bridge innovation and execution. Mr. Atyeo has also advised technology firms, energy companies, and governments, leveraging his strategic insights to drive transformative outcomes. He was foundational in the legalization of cannabis in St. Vincent and the Grenadines, where he served in parliament. Mr. Atyeo brings a balance of visionary leadership and practical expertise, helping organizations navigate complex challenges and seize new opportunities.

Mr. Kelly Abbott

Mr. Abbott has over 10 years of experience in entrepreneurship and has founded multiple companies ranging in size and industry. He has extensive experience in the public markets and has helped raise millions of dollars in capital for private and public companies. Mr. Abbott's expertise is in marketing, corporate strategy, venture capital and business development. He has overseen the corporate development function of various private and public companies within the mining and resource, technology, cannabis and psychedelic sectors.

Cease Trade Orders and Conflicts of Interest

To the knowledge of the Company, no proposed director of the Company is, as at the date of this Circular, or was within ten (10) years before the date of this Circular, a director, CEO or CFO 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 thirty (30) consecutive days and 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 thirty (30) consecutive days and 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 that capacity.

To the knowledge of the Company, there are no known existing or potential material conflicts of interest between the Company or a subsidiary of the Company and any proposed director or executive officer of the Company as of the date hereof.

Bankruptcies

To the knowledge of the Company, no proposed director:

(a) is, as at the date of this Information Circular, or has been within the ten years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold its assets; or

(b) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

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

Ownership by Principal Shareholders

To the Company's knowledge, as of July 11, 2025, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

"CEO" means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"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 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

"named executive officer" or "NEO" means each of the following individuals:

(a) a CEO;

(b) a CFO;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"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;

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock; and

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

Director and Named Executive Officer Compensation, Excluding Compensation Securities

During the financial year ended December 31, 2024, the Company had two NEOs, being Mr. Lucas Stemshorn-Russell, who served as CEO, and Mr. Francis Rowe, who served as CFO.

On July 18, 2023, Mr. Francis Rowe resigned as Corporate Secretary of the Company and was replaced by Ms. Kristin Fedchuk. Subsequently, on January 24, 2025, Mr. Steven Inglefield resigned as a director of the Company, Ms. Kristin Fedchuk resigned as Corporate Secretary and Mr. Lucas Stemshorn-Russell resigned as CEO and a director. On the same date, Mr. Jonathan Atyeo was appointed as a director and as the Corporate Secretary of the Company, Mr. Dorian Banks was appointed as CEO. On February 6, 2025, Mr. Rowe resigned as both a director and Chief Financial Officer of the Company. Concurrently, Mr. Amar Purewal was appointed as a director and as the new Chief Financial Officer of the Company and Mr. Kelly Abbott was appointed as a director of the Company.

As at the date of this SOEC, the directors of the Company are Mr. Dorian Banks, Mr. Jonathan Atyeo, Mr. Kelly Abbott, and Mr. Amar Purewal.

As at the date of this SOEC, Mr. Dorian Banks, Mr. Jonathan Atyeo and Mr. Kelly Abbott are the members of the Audit Committee.

The following table summarizes the compensation paid to the directors and NEOs of the Company for the last two completed financial years:

Table of compensation excluding compensation securities
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of prerequisites ($)	Value of all other compensation ($)	Total compensation ($)
Lucas Stemshorn-Russell
Former Director, Former Chief Executive Officer (1)	2024	18,023	Nil	Nil	Nil	Nil	18,023
	2023	16,439	Nil	Nil	Nil	Nil	16,439
Francis Rowe
Former Director, Former Chief Financial Officer, Former Corporate Secretary (2)	2024	42,000	Nil	Nil	Nil	Nil	42,000
	2023	12,000	Nil	Nil	Nil	Nil	12,000
Dorian Banks
Director (3)	2024	12,000	Nil	Nil	Nil	Nil	12,000
	2023	12,000	Nil	Nil	Nil	Nil	12,000
Steven Inglefield
Former Director (4)	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil

(1) Mr. Lucas Stemshorn-Russell was appointed as a director of the Company on July 12, 2012 and as the Company's CEO on November 5, 2021. He resigned from both positions on January 24, 2025. Mr. Lucas Stemshorn-Russell's compensation was paid through his consulting company, Walrus Enterprises Inc. The Company did not allocate compensation separately between Mr. Stemshorn-Russell's roles as Director and CEO, as services were provided under the Stemshorn-Russell Agreement, defined under "Employment, Consulting and Management Agreements – The Stemshorn-Russell Agreement".
(2) Mr. Francis Rowe was appointed a director on March 1, 2021 and as CFO on December 14, 2021. He resigned from both roles on February 6, 2025. Mr. Francis Rowe's compensation was paid through his consulting company, Greenpark Ventures Ltd. The Company did not allocate compensation separately between Mr. Rowe's roles as Director and CFO, as services were provided under the Rowe Agreement, defined under "Employment, Consulting and Management Agreements – The Rowe Agreement".
(3) Mr. Dorian Banks was appointed a director on December 1, 2022 and as CEO on January 24, 2025. He still holds both roles.
(4) Mr. Steven Inglefield was appointed a director on December 1, 2021 and resigned on January 24, 2025.

Other than as set forth in the foregoing table, the named executive officers and directors have not received, during the most recently completed financial year, compensation pursuant to any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments, any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors, or any arrangement for the compensation of directors for services as consultants or experts.

External Management Companies

The Company has not entered into any understanding, arrangement or agreement with any external management companies.

Stock Options and Other Compensation Securities

Compensation Securities

The Company did not grant or issue any compensation securities to any director or Named Executive Officer during the most recently completed financial year for services provided, or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by any director or Named Executive Officer of the Company during the most recently completed financial year, being the financial year ended December 31, 2024.

Stock Option Plans and Other Incentive Plans

The Stock Option Plan

The Company has in place a 20% Rolling Amended Stock Option Plan (the “Stock Option Plan”), which was adopted by the Board on June 15, 2022 and approved by the Company’s shareholders on August 3, 2022. The purpose of the Stock Option Plan is to provide the Company with a share-related incentive mechanism to attract, retain, and motivate qualified directors, officers, employees, and consultants by granting stock options to them, thereby aligning their interests with those of shareholders.

Under the terms of the Stock Option Plan, the maximum number of common shares issuable pursuant to outstanding options at any given time shall not exceed 20% of the issued and outstanding shares of the Company. The Stock Option Plan provides that stock options may be granted for a term of up to ten years, with exercise prices determined by the Board at the time of grant and, if the Company’s shares are listed on a stock exchange, not less than the market price at the time of grant, subject to any discounts permitted by the applicable exchange.

All options granted under the Stock Option Plan are subject to vesting provisions as determined by the Board at the time of grant. For so long as the Company is listed on the Canadian Securities Exchange and is not a Tier 1 issuer, options are generally subject to vesting over an 18-month period in six equal quarterly installments, unless otherwise approved by the Board and permitted by the Exchange. The Stock Option Plan also provides for accelerated vesting in certain circumstances, including formal takeover bids.

Options granted under the Stock Option Plan are non-transferrable and are subject to various termination provisions in the event of resignation, termination for cause, death, or other disqualifying events. The Stock Option Plan is administered by the Board of Directors or a designated committee, and is subject to shareholder and regulatory approval, including any required approvals for material amendments.

During the financial year ended December 31, 2024, no stock options or other incentive securities were granted to any director or Named Executive Officer of the Company.

The RSU Plan

The Company has adopted a Restricted Share Unit Plan (the “RSU Plan”), which was adopted by the Board on March 24, 2021 and approved by the Company’s shareholders on May 7, 2021. The RSU Plan is intended to provide long-term equity-based compensation to directors, officers, employees, and consultants of the Company and its related entities (collectively, “Eligible Persons”), thereby aligning their interests with those of shareholders and assisting the Company in attracting and retaining key personnel.

Pursuant to the RSU Plan, Restricted Share Units (“RSUs”) may be granted at the discretion of the Board of Directors (or a delegated committee) to Eligible Persons as a form of compensation for services rendered or in lieu of cash payments, particularly in situations where cash preservation is important for the Company. RSUs vest on a schedule set by the Board and entitle the holder to receive one common share of the Company for each vested RSU, subject to the satisfaction of any applicable conditions and receipt of a properly executed Trigger Notice.

The maximum number of common shares that may be issued under the RSU Plan, when combined with any other share compensation arrangements of the Company, shall not exceed 20% of the issued and outstanding common shares of the Company at the time of grant.

RSUs that do not vest or that are not exercised by the earlier of five years from the vesting date or ten years from the grant date are automatically cancelled without compensation. RSUs are non-transferrable and are

subject to forfeiture in certain circumstances, including termination for cause. The RSU Plan is administered by the Board, which has the authority to interpret and amend the plan in accordance with applicable regulatory requirements.

During the financial year ended December 31, 2024, the Company did not grant or issue any Restricted Share Units to any director or Named Executive Officer of the Company.

Employment, Consulting and Management Agreements

The Company has entered into various consulting, and management agreements, both written and verbal, with its directors, NEOs, and service providers. The following summarizes the material terms of these agreements, including compensation structure, termination provisions, and any applicable change of control or severance entitlements.

The Stemshorn-Russell Agreement

Mr. Lucas Stemshorn-Russell was appointed as a director of the Company on July 12, 2012, and as Chief Executive Officer of the Company on November 5, 2021. He resigned from both positions effective January 24, 2025.

Mr. Stemshorn-Russell had an unwritten (verbal) consulting arrangement with the Company (the “Stemshorn-Russell Agreement”), pursuant to which he provided executive management services through his private consulting company, Walrus Enterprises Inc. Under the Stemshorn-Russell Agreement, he was compensated at a rate of $1,350 per month plus GST. There was no formal written agreement governing change of control, severance, or termination provisions. Accordingly, there were no contractual obligations for incremental payments triggered by termination, resignation, or a change of control. All payments made to Mr. Stemshorn-Russell were at the discretion of the Board and aligned with the Company’s operational and financial performance during the period of his service.

Mr. Stemshorn-Russell was considered a related party of the Company by virtue of having served as both a director and an NEO during the period in which services were rendered.

The Rowe Agreement

Mr. Francis Rowe was appointed as a director of the Company on March 1, 2021, and as Chief Financial Officer on December 14, 2021. He resigned from both positions effective February 6, 2025.

Mr. Rowe had an unwritten (verbal) consulting arrangement with the Company (the “Rowe Agreement”), pursuant to which he provided executive financial services through his private consulting company, Greenpark Ventures Ltd. Under the Rowe Agreement, he was compensated at a rate of $1,000 per month plus GST. There was no formal written agreement governing change of control, severance, or termination provisions. Accordingly, there were no contractual obligations for incremental payments triggered by termination, resignation, or a change of control. All payments made to Mr. Rowe were at the discretion of the Board and aligned with the Company’s operational and financial performance during the period of his service.

Mr. Rowe was considered a related party of the Company by virtue of having served as both a director and NEO during the period in which services were rendered.

The Banks Agreement

Mr. Dorian Banks was appointed as a director of the Company on December 1, 2022 and as Chief Executive Officer on January 24, 2025. He continues to serve in both capacities as of the date of this Statement.

Mr. Banks provides executive management services to the Company under an unwritten (verbal) consulting arrangement (the “Banks Agreement”). Pursuant to the Banks Agreement, he is compensated at a rate of $1,000 per month. There is no formal written agreement governing change-of-control, severance, or termination provisions; accordingly, no contractual obligations for incremental payments are triggered by termination, resignation, or a change of control. All payments to Mr. Banks are made at the discretion of the

Board and are aligned with the Company's operational and financial performance during the period of his service.

Mr. Banks is considered a related party of the Company by virtue of serving concurrently as both a director and a NEO.

The Inglefield Agreement

Mr. Steven Inglefield was appointed as a director of the Company on December 1, 2021, and resigned from this position effective January 24, 2025.

Mr. Inglefield had an unwritten (verbal) agreement with the Company pursuant to which he served as a director. He did not receive any compensation for his services during his tenure. There was no formal written agreement governing change of control, severance, or termination provisions. Accordingly, there were no contractual obligations for incremental payments triggered by termination, resignation, or a change of control.

Mr. Inglefield was considered a related party of the Company by virtue of having served as a director during the period in which services were rendered.

Oversight and Description of Named Executive Officer and Director Compensation

The Board is responsible for overseeing all matters relating to executive and director compensation. At present, the Company does not maintain a formal compensation committee. Compensation decisions for the Company's NEOs and directors are made collectively by the Board based on informal discussions and assessments held at board meetings.

The Company does not currently have a formalized compensation policy, program, or methodology with predetermined performance targets. Instead, the Board evaluates compensation based on a number of qualitative and quantitative factors, including individual performance, the scope of the executive's or director's responsibilities, the Company's financial position and operational results, and prevailing market compensation practices within similarly situated issuers.

Executive compensation at this time primarily consists of base consulting fees or modest cash compensation. These amounts are intended to provide current compensation while incentivizing continued contribution to the Company's strategic and operational objectives. Compensation levels are determined with regard to the skills, experience, and overall contributions of each executive or director, and with consideration of the Company's need to preserve cash resources during its growth and development stage.

While the Company does not currently have a formal long-term incentive plan in place, it may from time to time grant stock options or restricted share units to its executive officers and directors as a means of promoting long-term alignment with shareholder interests. Any such grants are subject to Board approval and are made in accordance with the terms of the Company's equity compensation plans and applicable securities laws and stock exchange policies.

Pension Disclosure

As at the year ended December 31, 2024 and to the date of this Statement of Executive Compensation, the Company did not maintain any defined benefit plans, defined contribution plans or deferred compensation plans for its NEOs, directors or officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Company's most recently completed financial year ended December 31, 2024 with respect to the Stock Option Plan and RSU Plan, which as at the date of this Information Circular are the only compensation plans under which equity securities of the Company are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)	Weighted-average exercise price of outstanding options, warrants, and rights (b)	Number of securities remaining available for future issuance under equity compensation plans, excluding securities reflected in column (a) (c)¹
Equity compensation plans approved by securityholders	12,300,000	$0.197	16,207,245
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	12,300,000	$0.197	16,207,245

Notes:
1. The Stock Option Plan and RSU Plan provides that the aggregate number of securities reserved for issuance may not exceed 20% of the issued and outstanding shares of the Company at the time of grant. As at the Record Date, there were 142,536,228 Common Shares issued and outstanding.

A description of the material terms and features of the Stock Option Plan and RSU Plan is provided under the heading "Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans" within this Circular.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, or employee of the Company or any of its subsidiaries is, as at the date of this Information Circular, indebted to the Company in connection with the purchase of shares or for any other reason, and no such person's indebtedness to any other entity is the subject of a guarantee, support agreement, or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, to the best of the Company's knowledge, since the commencement of the Company's most recently completed financial year, no informed person of the Company, proposed nominee for director, or any associate or affiliate of an informed person or proposed nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries. For the purposes of this Information Circular, an "informed person" of the Company means:

(a) a director or executive officer of the Company;
(b) a director or executive officer of a person or Company that is itself an informed person or subsidiary of the Company;
(c) any person or Company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or Company as underwriter in the course of a distribution; and
(d) the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its common shares.

COMMITTEES OF THE BOARD OF DIRECTORS

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

Audit Committee

The members of the Audit Committee are Kelly Abbott (Chair), Amar Purewal, and Jonathan Atyeo. Mr. Abbott is considered an independent director for the purposes of National Instrument 52-110 – Audit Committees ("NI 52-110"). Mr. Purewal and Mr. Atyeo are not considered independent for the purposes of NI 52-110.

As the Company is a "venture issuer" as defined in NI 52-110, it is exempt from the requirement that all members of the audit committee be independent and financially literate. Accordingly, the Company is relying on the exemption in section 6.1 of NI 52-110.

Each member of the Audit Committee is considered financially literate, possessing the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to those that can reasonably be expected to be raised by the Company's financial statements.

At no time since the commencement of the Company's most recently completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been accepted by the Board of Directors.

In addition to each member's general business experience, the education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as an Audit Committee member is described under the section entitled "Particulars of Matters to be Acted Upon – Election of Directors – Details of Directors Not Previously Elected by a Shareholder Vote" in this Information Circular.

The members of the Audit Committee are appointed annually by the Board at its first meeting following the annual meeting of shareholders, to serve until the next annual meeting or until their successors are appointed. There are no limits on the number of consecutive terms an Audit Committee member may serve.

The full text of the Audit Committee's Charter is attached as Appendix "A" to this Information Circular.

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

The Company is not relying on:

the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by the Company's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit); or
an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

Pre-Approval Policies and Procedures

The audit committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter attached as Schedule "A" to this Information Circular.

Fees Paid to Auditors and their Independence from the Company

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories. The fees paid by the Company to its external auditor for services rendered to the Company in each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2024	30,000	-	-	15,400
2023	28,000	-	-	11,000

The Company is relying on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in 'Composition of the Audit Committee' above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in the Company's Annual Information Form, if any).

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors of the Company (the "Board"), the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.

National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted.

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") also requires the Company to disclose annually in its Information Circular certain information concerning its corporate governance practices.

Board of Directors

The Board is currently composed of three directors: Amar Purewal, Jonathan Atyeo and Kelly Abbott.

National Policy 58-201 – Corporate Governance Guidelines suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who is independent of management and free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding. Of the proposed nominees for directors of the Company, one (Kelly Abbott) is considered by the Board to be "independent" within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices, and two nominees (Amar Purewal and Jonathan Atyeo) are considered to be "non-independent." Amar Purewal is not an independent director as he serves as Chief Financial Officer. Jonathan Atyeo is not an independent director as he serves as Corporate Secretary.

In order to ensure that the Board exercises independent judgment in carrying out its responsibilities, the independent members of the Board meet without the presence of the non-independent directors and

management, known as "in-camera" meetings, before or after every regularly scheduled meeting and at such other times as they deem appropriate.

The Board has not appointed a compensation committee; rather management of the Company is responsible for making recommendations to the Board with respect to compensation for the directors and the CEO. The Board has the ability to adjust and approve such compensation.

Mandate of the Board

The mandate of the Board is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its committees. In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company's overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to ensure that the Company's proposed actions accord with shareholder objectives; reviewing succession planning; assessing management's performance against approved business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders' equity interests through the optimum utilization of the Company's capital resources. The Board also takes responsibility for identifying the principal risks of the Company's business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. At this stage of the Company's development, the Board does not believe it is necessary to adopt a written mandate, as sufficient guidance is found in the applicable corporate and securities legislation and regulatory policies. However, as the Company grows, the Board will move to develop a formal written mandate.

In keeping with its overall responsibility for the stewardship of the Company, the Board is also responsible for the integrity of the Company's internal control and management information systems and for the Company's policies respecting corporate disclosure and communications.

The Board delegates to management, through the Chief Executive Officer and the Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing the Company's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Currently, the positions of President and Chief Executive Officer are combined. However, given the size of the Company's current operations, the Board believes that the Company is well serviced and the independence of the Board from management is not compromised by the combined role. In addition, the Board has found that the fiduciary duties placed on management by the Company's governing corporate legislation and common law and the restrictions on an individual director's participation in decisions of the Board in which the director has an interest under applicable corporate and securities legislation provide the "independent" directors with significant input and leadership in exercising their responsibilities for independent oversight of management. In addition, each member of the Board understands that he is entitled to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances and the "independent" directors have the ability to meet independently of management whenever deemed necessary.

Position Descriptions

The Chair of the Board has the following key responsibilities: duties relating to setting Board meeting agendas; chairing Board and shareholders meetings; director development; and communicating with shareholders and regulators.

The Board has adopted a written position description for the Chair of the Audit Committee. Each position description sets out the committee chair's key responsibilities, including duties relating to setting committee

meeting agendas, chairing committee meetings, and working with the applicable committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

The activities of the executive officers are subject to the overriding supervision and direction of the Board.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Company's documents.

The Company has not adopted formal policies respecting continuing education for Board members. Board members are encouraged to communicate with management, legal counsel, auditors, and consultants, to keep themselves current with industry trends and developments and changes in legislation with management's assistance, and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the BCBCA and the common law, and the restrictions placed by the BCBCA on an individual director's participation in decisions of the Board in which the director has an interest, have helped to ensure that the Board operates independently of management and in the best interests of the Company.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company, and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of the Company also serves as a director or officer of another company engaged in similar business activities to the Company, that director must comply with the conflict-of-interest provisions of the BCBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.

Further, the Company has a code of business conduct and ethics (the "Code") that applies to the Company's directors, officers, and employees. The Code does not address every possible business scenario, but rather, sets out key guiding principles of integrity to which Company personnel are expected to adhere in all matters. These principles include, but are not limited to, honest and ethical conduct, fair dealing with internal and external stakeholders, and compliance with all applicable laws, rules, and regulations.

Nomination of Directors

The Board has not appointed a nominating committee as the Board fulfills these functions. When the Board identifies the need to fill a position, either due to a vacancy or as required to carry out the Board's duties effectively and maintain a breadth of experience, the Board requests that current directors put forward potential candidates for consideration.

Board Committees

The Board has an Audit Committee, for more details on the committee of the Board, see "Committees of the Board of Directors."

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and committee(s). On an ongoing annual

basis, the Board assesses the performance of the Board as a whole, each of the individual directors, and the committee(s) of the Board, in order to satisfy itself that each is functioning effectively.

Corporate Policies

The Company's directors, officers, employees, and consultants, adhere to the requirements of the Business Corporations Act (British Columbia) and the Articles of the Company.

Diversity and Inclusion

The Company has not adopted a written policy relating to the identification and nomination of directors or members of senior management that are women, Indigenous peoples (First Nations, Inuit and Metis), persons with disabilities, or members of visible minorities (collectively, "Designated Groups"). The Board generally identifies, evaluates, and recommends candidates to become members of the Board or members of senior management with the goal of creating a Board and members of senior management team that consists of individuals with various and relevant career experience, industry knowledge and experience, financial and other specialized expertise, and cultural backgrounds.

The composition of the Board and senior management is primarily a question of the experience and expertise brought by each individual. The Board, when searching for candidates, also takes diversity into account. Although the Board does not have a formal diversity policy, it considers diversity in its broadest sense when evaluating candidates, including in relation to gender, ethnicity, experience, and background. Further, the Board, when searching for candidates, seeks to reflect the communities in which the Company operates, in the belief that cultural diversity helps the Company understand and navigate different political and social environments. The Board considers all factors it deems relevant in the process of identifying, evaluating, and recommending candidates for the Board and senior management, and does not have a formal requirement to consider the level of representation of individuals from Designated Groups.

OTHER DIRECTORSHIPS

The following current and/or proposed directors of the Company also serve as directors of other reporting issuers:

Director	Other Reporting Issuer(s)
PUREWAL, Amar	Veji Holdings Ltd.
Amaya Big Sky Capital Corp.
ABBOTT, Kelly	Pegmatite One Lithium and Gold Corp.
Newfoundland Discovery Corp.
Amaya Big Sky Capital Corp.
Global Tactical Metals Corp.
Thunderbird Minerals Corp.
Vegano Foods Inc.

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted "FOR" the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company or until a successor is appointed. It is proposed that the remuneration to be paid to the auditors be fixed by the Board.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

At the Meeting, shareholders will be asked to approve the continuation of the Company's 20% rolling stock option plan (the "Stock Option Plan"), which was adopted by the board of directors on June 15, 2022 and previously approved by shareholders on August 3, 2022.

The Stock Option Plan is a "rolling" plan, under which the aggregate number of common shares that may be reserved for issuance at any time pursuant to options granted under the plan may not exceed 20% of the Company's issued and outstanding common shares at the time of the grant. The Stock Option Plan is intended to attract, retain and motivate directors, officers, employees and consultants of the Company by providing them with an opportunity, through stock options, to participate in the growth and success of the Company.

The Stock Option Plan complies with the policies of the Canadian Securities Exchange (the "CSE") and contains provisions relating to eligibility, option exercise price, term, vesting, termination, and adjustments in the event of corporate changes. A copy of the Stock Option Plan is available upon request and will be delivered free of charge to any shareholder upon request made to the Corporate Secretary of the Company.

Shareholders will be asked to consider, and if deemed advisable, approve the following resolution:

"BE IT RESOLVED THAT:

The Company's 20% rolling Stock Option Plan, as adopted on June 15, 2022 and approved by shareholders on August 3, 2022, be and is hereby ratified, confirmed and approved, and
The Company be authorized to grant stock options under and subject to the terms of the Stock Option Plan until the date that is one year from the date of the Meeting unless such approval is further renewed by shareholders."

The Stock Option Plan must be approved annually by shareholders in accordance with CSE policies.

Approval of Restricted Share Unit Plan

Shareholders will also be asked to approve the continuation of the Company's restricted share unit plan (the "RSU Plan"), which was adopted by the board of directors on March 24, 2021 and previously approved by shareholders on May 7, 2021.

The RSU Plan permits the Company to grant restricted share units ("RSUs") to directors, officers, employees, consultants, and management company employees of the Company or any of its subsidiaries. The purpose of the RSU Plan is to provide eligible participants with additional incentive and compensation tied to the long-term value of the Company's shares. The RSU Plan allows for the settlement of vested RSUs by the issuance of one common share for each vested RSU.

The RSU Plan is a fixed equity-based plan that operates in conjunction with the Company's Stock Option Plan. The aggregate number of common shares that may be issued under the RSU Plan and any other share-based compensation arrangements of the Company (including the Stock Option Plan) may not exceed 20% of the Company's issued and outstanding common shares at the time of grant.

Shareholders will be asked to consider, and if deemed advisable, approve the following resolution:

“BE IT RESOLVED THAT:

The Company's Restricted Share Unit Plan, as adopted by the board of directors on March 24, 2021 and approved by shareholders on May 7, 2021, be and is hereby ratified, confirmed and approved, and
The Company be authorized to grant RSUs under and subject to the terms of the RSU Plan until the date that is one year from the date of the Meeting unless such approval is further renewed by shareholders.”

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

Except as disclosed elsewhere in this 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, each proposed nominee for election as a director of the Company, or any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of 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.

MANAGEMENT CONTRACTS

Except as otherwise disclosed in this Information Circular, management functions of the Company are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

OTHER MATTERS

Management of the Company is not aware of any other matters that will be brought before the Meeting other than those set forth in the Notice of Meeting. Should any other matters properly come before the Meeting, the Shares represented by the proxies solicited hereby will be voted on those matters in accordance with the best judgement of the persons voting such proxies.

REGISTRAR AND TRANSFER AGENT

Endeavor Trust Corporation, at Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4, is the registrar and transfer agent for the Shares.

ADDITIONAL INFORMATION AND AVAILABILITY OF DOCUMENTS

The Company will provide to any person or company, upon request, one copy of any of the following documents:

(a) the annual financial statements of the Company for the most recently completed fiscal year, together with the report of the auditor thereon, together with the management's discussion and analysis in respect thereof, and any interim financial statements of the Company subsequent to the financial statements for the Company's most recently completed fiscal year, together with the management's discussion and analysis in respect thereof; and
(b) the management information circular of the Company in respect of the most recent annual meeting of shareholders of the Company that involved the election of directors.

Copies of the above documents will be provided, upon request, by the Company by request to [email protected] of charge to shareholders of the Company. The Company may require the payment of a reasonable charge from any person who is not a shareholder of the Company and who requests a copy of any such document. Financial information relating to the Company is provided in the Company's financial statements and management's discussion and analysis for its most recently completed fiscal year. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.

MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS

Recent changes in the regulations regarding the delivery of copies of proxy materials to shareholders permit the Company and brokerage firms to send copy of the Meeting materials to multiple shareholders who share the same address, under certain circumstances. Shareholders who hold their Shares through a broker may have consented to reducing the number of copies of materials delivered to their address. In the event that a shareholder wishes to revoke such a consent previously provided to a broker, the shareholder must contact the broker to revoke the consent. In any event, if a shareholder wishes to receive a separate Information Circular and accompanying materials for the Meeting, the shareholder may receive copies by contacting the Company via email at [email protected]. Shareholders receiving multiple copies of these documents at the same address can request delivery of a single copy of these documents by contacting the Company in the same manner. Persons holding Shares through a broker can request a single copy by contacting the broker.

BOARD OF DIRECTORS APPROVAL

The undersigned hereby certifies that the contents and sending of this Information Circular to the shareholders of the Company have been approved by the Board.

DATED at Vancouver, British Columbia this 11th day of July, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

Valdor Technology International Inc.

//s/ Amar Purewal

Amar Purewal

Chief Financial Officer and Director

SCHEDULE “A”

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF VALDOR TECHNOLOGY INTERNATIONAL INC.
(the “Company”)

PURPOSE

1.1. The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws. Within this mandate, the Audit Committee’s role is to:

(a) support the Board of Directors in meeting its responsibilities to shareholders;
(b) enhance the independence of the external auditor;
(c) facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors;
(d) increase the credibility and objectivity of the Company’s financial reports and public disclosure.

1.2. The Audit Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls following the execution of the Committee’s responsibilities as described herein.

1.3. The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.

MEMBERSHIP

2.1. Each member of the Audit Committee must be a director of the Company.

2.2. The Audit Committee will consist of at least three members, the majority of whom are neither officers nor employees of the Company or any of its affiliates.

2.3. The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

AUTHORITY

3.1. In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

(a) engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities; and
(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement.

4. DUTIES AND RESPONSIBILITIES

4.1. The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;

(b) recommending to the Board of Directors the compensation of the external auditor;

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board and will enquire if there are any sanctions imposed by the CPAB on the external auditor;

(f) ensuring that the external auditor meets the rotation requirements for partners and staff on the Company's audits;

(g) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor's written communications to the Committee and to management;

(h) reviewing the external auditor's report, audit results and financial statements prior to approval by the Board of Directors;

(i) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor's report on those financial statements, prior to Board approval and dissemination of financial statements to shareholders and the public;

(j) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information;

(k) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Company, prior to its dissemination to the public;

(l) overseeing the adequacy of the Company's system of internal accounting controls and internal audit process obtaining from the external auditor summaries and recommendations for improvement of such internal accounting controls;

(m) ensuring the integrity of disclosure controls and internal controls over financial reporting;

(n) resolving disputes between management and the external auditor regarding financial reporting;

(o) establishing procedures for:

i. the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and

ii. the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters.

(p) reviewing and approving the Company's hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;
(q) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company's external auditor;
(r) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities.

4.2 The Audit Committee will report, at least annually, to the Board regarding the Committee's examinations and recommendations.

5. MEETINGS

5.1. The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company.
5.2. The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.
5.3. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.
5.4. The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.
5.5. A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.
5.6. The Audit Committee will meet separately with the President and separately with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company.
5.7. The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor's examination and report.
5.8 The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the shareholders.

6. REPORTS

6.1 The Audit Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors' meeting at which those recommendations are presented.

7. MINUTES

7.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

AI assistant

Valdor Technology International Inc. — Proxy Solicitation & Information Statement 2025

43778_rns_2025-07-29_14e91e2d-bb07-4eb4-9f05-5179cdc7062b.pdf

VALDOR TECHNOLOGY INTERNATIONAL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

Revocation of Proxy

Voting of Proxies

Exercise of Discretion by Proxyholders

VOTING BY BENEFICIAL SHAREHOLDERS

ACCESSING AND VOTING AT THE VIRTUAL MEETING

Appointment of a Third Party as Proxy

Legal Proxy – US Beneficial Shareholders

How do I attend and participate at the Meeting?

SECURITIES ENTITLED TO VOTE

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Fixing the Number of Directors

Election of Directors

Details of Directors Not Previously Elected by a Shareholder Vote

Mr. Amar Purewal

Mr. Jonathan Atyeo

Mr. Kelly Abbott

Cease Trade Orders and Conflicts of Interest

Bankruptcies

Penalties or Sanctions

Ownership by Principal Shareholders

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

Director and Named Executive Officer Compensation, Excluding Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities

Compensation Securities

Stock Option Plans and Other Incentive Plans

The Stock Option Plan

The RSU Plan

Employment, Consulting and Management Agreements

The Stemshorn-Russell Agreement

The Rowe Agreement

The Banks Agreement

The Inglefield Agreement

Oversight and Description of Named Executive Officer and Director Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Fees Paid to Auditors and their Independence from the Company

CORPORATE GOVERNANCE

Board of Directors

Mandate of the Board

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Board Committees

Assessments

Corporate Policies

Diversity and Inclusion

OTHER DIRECTORSHIPS

APPOINTMENT OF AUDITOR

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

"BE IT RESOLVED THAT:

Approval of Restricted Share Unit Plan

MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS

BOARD OF DIRECTORS APPROVAL

BY ORDER OF THE BOARD OF DIRECTORS

4. DUTIES AND RESPONSIBILITIES

5. MEETINGS

6. REPORTS

7. MINUTES

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Valdor Technology International Inc. Proxy Solicitation & Information Statement 2025