Wellfield Technologies Inc. — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

WELLFIELD TECHNOLOGIES INC.
c/o 2500 – 666 Burrard Street
Vancouver, British Columbia V6C 2X8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of Wellfield Technologies Inc. (the "Company") will be held on Monday, January 20, 2025 at 1:00 p.m. (Toronto time) at the offices of Bennett Jones LLP at 100 King Street West, First Canadian Place, Suite 3400, Toronto, ON M5X 1A4, which will also be accessible by Webex as set out below. The Meeting is being held for the following purposes:

1. to receive the audited annual financial statements of the Company for the twelve months ended March 31, 2024 and 2023 together with the report of the auditor thereon;
2. to fix the number of directors of the Company at four;
3. to elect directors for the ensuing year, as described under "Business of the Meeting – Election of Directors" in the Company's management information circular dated December 24, 2024 (the "Circular");
4. to appoint the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration of the auditor, as described under "Business of the Meeting – Appointment of Auditor" in the Circular;
5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution confirming and approving the amended and restated equity incentive plan of the Company, as described under "Business of the Meeting – Approval of the Amended and Restated Equity Incentive Plan" in the Circular; and
6. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular under "Business of the Meeting", accompanying and forming part of this notice of annual general and special meeting (the "Notice").

To join the Meeting via Webex, please use the following:

Meeting address for attendees:
https://bennettjones.webex.com/bennettjones/j.php?MTID=m8746bef0da2a5cca7bbb71f8a5e4f37c
Meeting number: 2771 459 9847
Meeting password: JtyqDm79R*9

Audio conference:
Canada: 1-833-311-4101
Access Code: 2771 459 9847

Please note that you will not be able to vote via Webex. If you intend to listen to the Meeting via Webex you must vote on the matters prior to the Meeting by proxy or voting instruction form.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. In order to be valid and acted upon at the Meeting, completed proxies or votes must be received by Odyssey Trust Company ("Odyssey"), the Company's transfer agent, by 1:00 p.m. (Toronto time) on January 17, 2025 or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time

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of the adjourned or postponed Meeting. A person appointed as proxyholder need not be a Shareholder. If you are unable to be present in person at the Meeting, we encourage you to complete the enclosed form of proxy as soon as possible. If a Shareholder received more than one form of proxy because such Shareholder owns Common Shares registered in different names or addresses, each form of proxy should be completed and returned. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadline without notice. See the Circular for further instructions.

Shareholders should follow the instructions on the forms they receive and if they have any questions contact their intermediaries or Odyssey, toll free within North America at 1-800-517-4553, outside of North America at 1-587-885-0960 or by e-mail at proxy@odysseytrust.com.

If you are not a registered Shareholder, a voting instruction form, instead of a form of proxy, may be enclosed. You must follow the instructions, including deadlines for submission, on the voting instruction form to vote. For information with respect to Shareholders who own their Common Shares through an intermediary, see "Proxy-Related Information – Advice to Beneficial Shareholders" in the Circular.

Electronic copies of this Notice, the Circular and other Meeting materials may be found on the Company's profile on SEDAR+ at www.sedarplus.ca.

Record Date

The board of directors of the Company has fixed December 11, 2024 (the "Record Date") as the record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders whose names have been entered into the Company's register of Shareholders as of the close of business on the Record Date will be entitled to receive notice of the Meeting and to vote thereat or at any adjournment or postponement thereof on the basis of one vote for each Common Shareheld, except to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date, and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that they own the Common Shares and demands, not later than ten days before the Meeting, that their name be included on the list of persons entitled to vote at the Meeting, in which case, the transferee shall be entitled to vote such Common Shares at the Meeting. The transfer books will not be closed.

DATED at Toronto, Ontario as of the 24th day of December, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Levy Cohen"

Levy Cohen

Chief Executive Officer and Director