Wittering Capital Corp. — Proxy Solicitation & Information Statement 2026

Feb 3, 2026

WITTERING CAPITAL CORP.
1710-1050 West Pender Street
Vancouver, B.C., V6E 3S7

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the shareholders of Wittering Capital Corp. (the "Company") will be held virtually on Friday, March 6, 2026 at 11:00 am. At the Meeting, the shareholders will receive the financial statements for the years ended July 31, 2022, 2023, 2024 and 2025 together with the auditor's report thereon, and will consider resolutions to:

1. Set the number of directors for the ensuring year at four (4);
2. elect directors for the ensuing year;
3. appoint De Visser Gray LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;
4. to ratify, approve and confirm the Company's 10% 'rolling' stock option plan for the ensuing year, as more particularly described in the accompanying Information Circular (as defined below);
5. to consider, and if deemed advisable, approve a replacement 10% "rolling" stock option plan of the resulting issuer to be formed on completion of the Company's proposed qualifying transaction with Grafta Nanotech Inc., as more particularly described in the accompanying Information Circular; and
6. transact such other business as may properly be put before the Meeting.

The Company has determined to hold the Meeting virtually, as permitted by the Business Corporations Act (British Columbia). As a result, there will be no in person attendance at the Meeting, which will be held electronically. Shareholders are urged to vote on the matters before the Meeting by proxy and to listen to the Meeting online. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as a guest, but will not be able to vote at the Meeting.

All shareholders are entitled to attend and vote at the Meeting in person or by proxy. The Company's board of directors (the "Board") requests that all shareholders who will not be attending the Meeting in person read, date and sign the accompanying proxy and deliver it to Odyssey Trust Company. ("Odyssey"). If a shareholder does not deliver a proxy to Odyssey Trust Company, 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2 by 11:00 a.m. (Pacific Time) on Wednesday, March 4, 2026 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on January 27, 2026 will be entitled to vote at the Meeting. Shareholders may also return proxies by fax to Odyssey, to the attention of the Proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international); or by internet by going to https://login.odysseytrust.com/pxlogin and following the online voting instructions given to you.

Shareholders will have two options to access the Meeting, being via teleconference or through the Zoom

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WITTERING CAPITAL CORP.
1710-1050 West Pender Street
Vancouver, B.C., V6E 3S7

application, which requires internet connectivity. Registered shareholders wishing to vote in person will need to utilize the Zoom application but any shareholder may listen to the Meeting via teleconference. Registered shareholders participating via teleconference will not be able to vote in person at the Meeting as the Company's scrutineer must take steps to verify the identity of registered shareholders using the video features.

In order to dial into the Meeting, shareholders will phone 1-778-907-2071 and enter the Meeting ID and Password noted below.

In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link:

https://us02web.zoom.us/j/84643930471?pwd=na60DNo8VyeOvHJQzFQitsaxDbCeSw.1

Shareholders will have the option through the application to join the video and audio or simply view and listen. In order to participate or view the Meeting, all participants must register and identify themselves with the scrutineer at the commencement of the Meeting. A failure to register may result in participants being removed from the virtual Meeting room.

Meeting ID: 846 4393 0471

Passcode: 277808

An information circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, the 27th day of January, 2026.

ON BEHALF OF THE BOARD

(signed) "Mark Colucci"

Mark Colucci
Chief Executive Officer