Whatcom Capital II Corp. — Proxy Solicitation & Information Statement 2025

Nov 19, 2025

WHATCOM CAPITAL II CORP.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 9, 2025

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of Shareholders of Whatcom Capital II Corp. (the “Company”) will be held at 228-1122 Mainland Street, Vancouver, B.C., Canada V6B 5L1 on Tuesday, December 9, 2025 at 11:00 AM (Vancouver Time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended February 28, 2025, together with the report of the auditors thereon;
2. to fix the number of directors of the Company at four (4);
3. to elect the directors of the Company for the ensuing year;
4. to re-appoint the auditors for the ensuing year and to authorize the directors of the Company to determine the remuneration to be paid to the auditors;
5. to re-approve the Company’s 10% rolling stock option plan; and
6. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This notice of Meeting is accompanied by: (a) the management information circular (the “Circular”); and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. The Circular accompanying this notice of Meeting is incorporated into and shall be deemed to form part of this notice of Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is November 3, 2025 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

In light of rapidly evolving public health guidelines in recent years, the Company asks Shareholders to consider voting their shares by proxy and not attend the Meeting in person. Shareholders are strongly urged to vote on the matters before the Meeting by completing a proxy or VIF (as defined below) or the materials provided by their Intermediary (as defined below), as applicable.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. As a shareholder, you can choose from three different ways to vote your shares by proxy: (a) by mail or delivery in the addressed envelope provided or deposited at the offices of Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4, on behalf of the Company, so as to arrive not later than 11:00 AM (Vancouver time) on December 5, 2025, or if the Meeting is adjourned, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used; (b) by facsimile (24 hours a day) at (604) 559-8908; (c) by email at proxy@endeavortrust.com; or (d) online as listed on the form of proxy or voter information card, unless the chair of the Meeting elects to exercise his or her discretion to accept proxies received subsequently. The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

DATED this 6th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Darren Tindale”

Darren Tindale

CEO, CFO, Corporate Secretary and Director