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Wittering Capital Corp. — Proxy Solicitation & Information Statement 2026
Feb 3, 2026
48158_rns_2026-02-03_276338dd-2a66-4d1e-bdf4-b54973802586.pdf
Proxy Solicitation & Information Statement
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WITTERING CAPITAL CORP.
Annual General Meeting to be held on March 6, 2026
Notice of Annual General Meeting and Information Circular
January 27, 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:
- Set the number of directors for the ensuring year at four (4);
- elect directors for the ensuing year;
- 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;
- 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);
- 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
- 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
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
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INFORMATION CIRCULAR
(as at January 27, 2026 except as otherwise indicated)
SOLICITATION OF PROXIES
This information circular (the "Circular") is provided in connection with the solicitation of proxies by the management (the "Management") of Wittering Capital Corp. (the "Company"). The form of proxy which accompanies this Circular (the "Proxy") is for use at the annual general meeting of the shareholders of the Company to be held on Friday, March 6, 2026 (the "Meeting"), at the time and place set out in the accompanying notice of Meeting (the "Notice of Meeting"). The Company will bear the cost of this solicitation. The solicitation will be made by mail, but may also be made by telephone.
VIRTUAL MEETING
The Company will be holding its meeting in a virtual only format as permitted by the Business Corporations Act (British Columbia). Shareholders will have an equal opportunity to participate at the Meeting online regardless of geographic location. Registered shareholders and proxyholders will be able to attend the virtual meeting and vote. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as a guest, but 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 non-registered shareholders, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see "Appointment and Revocation of Proxy" below..
The Meeting will be held via the Zoom meeting platform. In order to access the Meeting, shareholders will have two options, being via teleconference or through the Zoom application, which requires internet connectivity. Registered shareholders wishing to vote in person and any shareholders wishing to view materials that may be presented by the Management 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. All shareholders whether registered or beneficial MUST register with the scrutineer in order to participate in the Meeting. A failure to do so may result in removal from the Meeting.
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.
Meeting ID: 846 4393 0471
Passcode: 277808
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It is the shareholders responsibility to ensure connectivity during the meeting and the Company encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.
APPOINTMENT AND REVOCATION OF PROXY
The persons named in the Proxy are directors and/or officers of the Company. A registered shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person's name in the blank space provided. The completed Proxy should be delivered to Odyssey Trust Company (the "Transfer Agent") 350 – 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2 by 11:00 a.m. (Pacific Time) on Friday, January 23, 2026, or before 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.
The Proxy may be revoked by:
(a) signing a proxy with a later date and delivering it at the time and place noted above;
(a) signing and dating a written notice of revocation and delivering it to the Transfer Agent, or by transmitting a revocation by telephonic or internet voting which can be completed at http://odysseytrust.com/Transfer-Agent/Login , to the Transfer Agent, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or
(b) attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.
- To Vote Your Proxy Online please visit: https://vote.odysseytrust.com and click on LOGIN. You will require the CONTROL NUMBER printed with your address to the right on your proxy form. If you vote by Internet, do not mail this proxy.
- By mail or personal delivery to Odyssey Trust Company, Attn: Proxy Department, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8; or
- 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).
Provisions Relating to Voting of Proxies
The shares represented by Proxy in the form provided to shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing him. If there is no direction by the registered shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the Management knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.
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Advice to Beneficial Holders of Common Shares
The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold common shares (the "Common Shares") in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only proxies deposited by shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those Common Shares will, in all likelihood, not be registered in the shareholder's name. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.
Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge") in Canada. Broadridge typically prepares a machine-readable voting instruction form ("VIF"), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Common Shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.
The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs").
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Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.
Pursuant to the provisions of NI 54-101, the Company is providing the Notice of Meeting, Circular and Proxy or VIF, as applicable, to both registered owners of the securities and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly 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 holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF. As a result, if you are a non-registered owner of the securities, you can expect to receive a scannable VIF from Odyssey. Please complete and return the VIF to Odyssey by mail or by facsimile. In addition, internet voting instructions can be found on the VIF. Odyssey will tabulate the results of the VIFs received from the Company's NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive.
The Company's OBOs can expect to be contacted by Broadridge or their brokers or their broker's agents as set out above. The Company does not intend to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs and accordingly, if the OBO's intermediary does not assume the costs of delivery of those documents in the event that the OBO wishes to receive them, the OBO may not receive the documentation.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 10:00 a.m. (Vancouver time) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.
All references to shareholders in the Notice of Meeting, Circular and the accompanying Proxy are to registered shareholders of the Company as set forth on the list of registered shareholders of the Company as maintained by the registrar and transfer agent of the Company, Odyssey Trust Company, unless
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specifically stated otherwise.
Financial Statements
The audited financial statements of the Company for the year ended July 31, 2024 together with the auditor’s report on those statements and Management Discussion and Analysis, will be presented to the shareholders at the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
As at the date of the accompanying Notice of Meeting, the Company’s authorized capital consists of an unlimited number of Common Shares of which 7,000,000 Common Shares are issued and outstanding. All Common Shares in the capital of the Company carry the right to one vote.
Shareholders registered as at January 27, 2026 (the “Record Date”), are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.
To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, the following persons beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the issued and outstanding Common Shares of the Company:
| Name of Shareholder | Number of Shares | Percentage of Issued And Outstanding Shares^{(1)} |
|---|---|---|
| Toby Pierce | 800,000 | 11.43% |
| Oceanside Strategies Inc. | 800,000 | 11.43% |
(1) Based on 7,000,000 issued and outstanding as of the Record Date.
(2) Oceanside Strategies Inc. is a private company owned and controlled by director Dain Currie.
ELECTION OF DIRECTORS
The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. The Management proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the Management will be voted for the nominees listed in this Circular. Management does not contemplate that any of the nominees will be unable to serve as a director. The number of directors of the Company was last set at four and the Company proposes no changes.
The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.
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| Name, province or state and country of residence and position, if any, held in the Company | Principal occupation during the past five years | Served as director of the Company since | Number of Common Shares of the Company beneficially owned, directly or indirectly, or controlled or directed at present^{(1)} |
|---|---|---|---|
| Mark Colucci, Calgary, AB, President, CEO, CFO, Corporate Secretary, Director and Promoter | Vice President Finance of Caledonian Midstream Corporation from 2022 to Present. Financial Controller and Corporate Secretary of Cabot Energy Inc. from January 2019 to 2022. | March 2, 2021 | 400,000 Shares |
| Toby Pierce, Vancouver, B.C., Director^{(2)} | Director of J2 Metals Inc. from 2020 to Present; Chief Executive Officer and a director of TAG Oil Ltd. from June 2015 to December 2024; CEO of Crest Petroleum Corp. (“Crest Petroleum”) from January 2012 to July 2015 and Director of Crest Petroleum from January 2012 to October 2016; Partner and Oil and Gas Analyst of GMP Europe Securities LLP from January 2010 to February 2012. | April 28, 2021 | 800,000 Shares |
| Dain Currie, Georgetown, Cayman Islands, Director^{(2)} | President of Oceanside Strategies Corp. (a private investment company) since 2013; Partner and Director of the Oceanside Group (private consulting firm) since 2019 | March 2, 2021 | 800,000 Share^{(3)}s |
| Peter Laflamme, Toronto, ON, Director^{(2)} | Barrister and Solicitor, Principal of Laflamme Legal Professional Corporation since October 2016; General Counsel and Managing Director of a Toronto based single family office from 2011 to 2015; Senior associate with Stikeman Elliott LLP from 2005 to 2011. | September 7, 2021 | 100,000 Shares |
Notes:
(1) The information as to Common Shares beneficially owned or controlled has been provided by the nominees themselves.
(2) A member of the audit committee.
(3) Mr. Currie holds his common shares indirectly through Oceanside Strategies Inc., a company owned and controlled by him.
No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.
Corporate Cease Trade Orders or Bankruptcies
Except as described below, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular, has been a director or executive officer of any company, including the Company, that while that person was acting in that capacity:
(a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
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(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
(c) 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.
Dain Currie is a director of Boss Minerals Inc. which was subject to an order of the British Columbia Securities Commission dated February 3, 2021 in connection with a failure to file audited annual financial statements and MD&A for the financial year ended September 30, 2020 and certification of the foregoing filings, which orders were revoked on April 30, 2021.
Individual Bankruptcies
No director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.
Penalties or Sanctions
No director or proposed director has, within the ten years prior to the date of this Circular, been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.
EXECUTIVE COMPENSATION
Named Executive Officers
During the financial years ended July 31, 2025 and July 31, 2024, the Company had one Named Executive Officer ("NEOs") being Mark Colucci, the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Corporate Secretary of the Company.
"Named Executive Officer" means:
(a) each CEO,
(b) each CFO,
(c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total
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compensation was, individually, more than $150,000; and
(d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.
Director and Named Executive Officer Compensation
In accordance with Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual, as the Company is a capital pool company, no cash compensation was paid to any of the NEOs or directors of the Company in their capacity as such during any financial year of the Company since incorporation. The directors and officers of the Company are eligible to receive options to purchase Common Shares pursuant to the terms of the Stock Option Plan.
External Management Companies
No NEOs or directors of the Company provide their services through external management companies.
Stock Options and Other Compensation Securities
The were no compensation securities granted or issued to each NEO or director by the Company or its subsidiaries in the years ended July 31, 2025 or July 31, 2024, for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries.
The following table discloses the total amount of compensation securities held by the NEOs and directors as at the Company's financial year ended July 31, 2025:
| Name and Position | Number of Options as at July 31, 2025 |
|---|---|
| Mark Colucci, CEO, CFO, Corporate Secretary, and Director | 175,000 |
| Toby Pierce, Director | 175,000 |
| Dain Currie, Director | 175,000 |
| Peter LaFlamme | 175,000 |
No compensation securities were re-priced, cancelled and replaced, had their term extended, or otherwise materially modified in the Company's financial years ended July 31, 2025 or July 31, 2024.
Except as described below, there are no restrictions or conditions for converting, exercising or exchanging the compensation securities. As a capital pool company, all stock options granted by the Company has been deposited into an escrow agreement as required by Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual. The options and any common shares issued prior to the completion by the Company of its qualifying transaction will be released from escrow on the date of the "Final QT Exchange Bulletin".
No compensation securities were exercised by NEOs and directors during the financial years ended July 31, 2025 and 2024.
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Stock option plans and other incentive plans
The Company's stock option plan (the "Plan" or the "Stock Option Plan") was initially approved by the board prior to the Company's listing on the TSX Venture Exchange.
The purpose of the Plan is to attract and motivate directors, officers and employees of and consultants to the Company and its subsidiaries and thereby advance the Company's interests by affording such persons with an opportunity to acquire an equity interest in the Company through the stock options.
The Stock Option Plan is administered by the Board of the Company, which has full and final authority with respect to the granting of all options thereunder.
The following information is intended as a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, which is available for review under the Company's profile on SEDAR+ at www.sedarplus.ca.
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The maximum number of shares that may be issued upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the issued and outstanding common shares of the Company at the time of grant, the exercise price of which, as determined by the board of directors in its sole discretion subject to the policies of the TSX Venture Exchange ("TSX-V").
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The exercise period of any Options may not exceed 10 years from the date of grant. Options may be exercised anytime to and including the later of 12 months after the completion of a qualifying transaction, subject to any earlier expiry date of the Options. Any options granted and any shares acquired pursuant to the exercise of options prior to the completion of the qualifying transaction must be deposited in escrow. In addition, all Common Shares issued on or after the date of the issuance of a final bulletin for a completed qualifying transaction pursuant to the exercise of stock options granted prior to IPO with an exercise price that is less than $0.10 (the issue price of the IPO) are also subject to escrow.
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Stock options may not be issued to any person providing Investor Relations Activities (as defined in Policy 1.1 – Interpretation of the TSXV), promotional or market-making services for the Company.
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Until such time as the TSX-V issues a Final QT Exchange Bulletin (as such term is defined in Policy 2.4 – Capital Pool Companies):
(a) not more than five (5%) percent of the Common Shares of the Company issued and outstanding may be reserved for issuance under an Option to any one director or officer as at the date of grant of such Option;
(b) not more than an aggregate of two (2%) percent of the Common Shares of the Company issued and outstanding may be reserved for issuance under Options to all consultants as at the date of grant of such Option; and
(c) not more than an aggregate of one (1%) percent of the Common Shares of the Company issued and outstanding may be reserved for issuance under Options to all Eligible Charitable Organizations (as such term is defined in Policy 2.4- Capital Pool Companies).
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Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Stock Option Plan. All options are non-transferable.
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If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, then the option granted shall expire on the 90th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company or such later date up to one year, as the Board shall determine, subject to the terms and conditions set out in the Stock Option Plan, provided that if the option holder was engaged to provide investor relations services, such holder has 30 days from the date of cessation, subject to expiry date of the stock options. If the cessation of office, directorship, or consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.
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The term of a stock option must expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Company, or of the Resulting Issuer (as such term is defined in the CPC Policy), as the case may be, subject to any earlier expiry date of such stock option.
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All stock options and Common Shares issued prior to the date of the Final QT Exchange Bulletin (as such term is defined in the CPC Policy) pursuant to the exercise of stock options are subject to escrow under the CPC Escrow Agreement (as such term is defined in the CPC Policy). In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of stock options granted prior to the IPO with an exercise price that is less than $0.10 (the issue price of the IPO) are also subject to escrow under the CPC Escrow Agreement.
At the Meeting, shareholders are being asked to ratify the Stock Option Plan as well as to approve and adopt a new stock option plan to take effect only upon completion of the Company's proposed qualifying transaction with Grafta Nanotech Inc. See "Ratification of the Company's Existing Stock Option Plan" and "Approval of New Stock Option Plan for the Resulting Issuer" below.
Employment, consulting and management agreements
The Company does not have any contracts, agreements, plans or arrangements that provides for payments to a director or NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an NEO's responsibilities.
Oversight and Description of Director and Named Executive Officer Compensation
The compensation of the Company's NEOs is determined by the Board. As a capital pool company, the Company is currently prohibited from paying directors, officers or other non-arm's length parties or to persons engaged in investor relations activities pursuant to policy 2.4 of the TSX Venture Exchange Corporate Finance Manual until it has completed a qualifying transaction and a final bulletin has been issued by the TSX-V. The Company is permitted to reimburse non-arm's length parties for rent, secretarial services and other general and administrative expenses at fair market value.
As a result, the Company does not have a formal compensation program and relies upon the grant of stock
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options pursuant to the Stock Option Plan to provide compensation to the NEOs and directors. Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Company, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs.
When new options are granted, the Board takes into account the previous grants of options, the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company's future success and the individual's ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the officers, directors and employees of the Company and to closely align the personal interest of such persons to the interest of the shareholders. The exercise price of the stock options granted is determined by the trading price of the Company's shares at the time of grant.
Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company's financial resources and prospects.
Pension Disclosure
The Company does not have any pension or retirement plan which is applicable to the NEOs or directors. The Company has not provided compensation, monetary or otherwise, to any person who now or previously has acted as a NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, as at the end of the last two most recently completed financial years:
| 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) |
|---|---|---|---|
| Equity compensation plans approved by the securityholders | 700,000 | $0.10 | Nil |
| Equity compensation plans not approved by the securityholders | N/A | N/A | N/A |
| Total | 700,000 | N/A | Nil |
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the most recently completed financial year of the Company.
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INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
No director or executive officer of the Company or any proposed nominee of the Management for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company's last financial year in matters to be acted upon at the Meeting, other than the election of directors and the confirmation of the Stock Option Plan. Those proposed nominees for election will also acquire shares of the Company, as required by Policy 2.4 of the TSX-V Corporate Finance Manual and thus have additional interest in their appointment.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
None of the persons who were directors or executive officers of the Company or a subsidiary at any time during the Company's last completed financial year, the proposed nominees for election to the Board, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.
APPOINTMENT OF AUDITOR
Auditor
Management intends to nominate De Visser Gray LLP, Chartered Professional Accountants, for re-appointment as auditor of the Company. Forms of proxies given pursuant to this solicitation will, on any poll, be voted as directed and, if there is no direction, for the re-appointment of De Visser Gray LLP, Chartered Professional Accountants, as the auditor of the Company to hold office for the ensuing year with remuneration to be fixed by the directors.
MANAGEMENT CONTRACTS
Other than as disclosed elsewhere in this Circular, no Management functions of the Company are to any substantial degree performed by a person or company other than the directors or NEOs of the Company.
AUDIT COMMITTEE
The Company is required to have an audit committee (the "Audit Committee") comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.
Audit Committee Charter
The text of the Audit Committee's charter is attached as Schedule "A" to this Circular.
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Composition of Audit Committee and Independence
The members of the Audit Committee are Toby Pierce, Dain Currie and Peter LaFlamme.
National Instrument 52-110 - Audit Committees ("NI 52-110") provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member's independent judgment. All of the members of the Audit Committee are considered "independent" within the meaning of NI 52-110.
NI 52-110 provides that an individual is "financially literate" if he or she has 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 the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. All of the members of the Audit Committee are "financially literate" as that term is defined. The following sets out the Audit Committee members' education and experience that is relevant to the performance of his responsibilities as an audit committee member.
Relevant Education and Experience
Toby Pierce
Mr. Pierce is a natural-resource executive with many years of extensive transactional and valuation experience. As Director of Oil and Gas Institutional Research at Tristone Capital from 2006 to 2010, Mr. Pierce worked in both the Calgary and London offices. Remaining in London, Mr. Pierce became Partner and an Oil and Gas Analyst for GMP Securities Europe LLC from 2010 to 2012, where he covered a variety of oil and gas companies, and provided strategic advice and valuation expertise both internally to the investment banking and sales partners, and externally to energy company management on asset acquisitions, financings, and capital markets. From 2012 to 2015, Mr. Pierce was the CEO and co-founder of Crest Petroleum Corp., an Exchange listed oil and gas company. From June 2015 until December 2024, Mr. Pierce was the CEO of TAG Oil Ltd. Mr. Pierce is a graduate of the Rotman School of Management at the University of Toronto where he earned an M.B.A. degree in Finance, and also holds a B.Sc. degree in Earth Sciences from the University of Victoria.
Dain Currie
Mr. Currie is a seasoned capital markets professional with over 18 years' experience working with both private and public companies, primarily in the technology, mining, oil and gas and agriculture sectors. His expertise spans M&A, debt and equity fund raising, business strategy, corporate governance and investor relations. He has been self-employed as president and director of Oceanside Strategies Inc., an investment holding company since 2013 and a partner and director of Oceanside Group, a firm providing corporate finance consulting services to private and public companies, since 2019. Prior thereto, Mr. Currie was an investment advisor with Haywood Securities Inc. from 2009 to 2013, and with Georgia Pacific Securities and Bolder Investment Partners from 2001 to 2009. Mr. Currie obtained his Professional Financial Planner designation and completed the CSC, CPH and Investment Management 1 and 2 courses with the Canadian Securities Institute.
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Peter LaFlamme
Mr. Laflamme is a Toronto-based Canadian business law lawyer through his professional services corporation, Laflamme Legal Professional Corporation, since 2016. He currently serves clients on general corporate, securities, mergers, acquisitions and commercial law matters. From 2011 to 2015, Mr. Laflamme acted as General Counsel and Managing Director of a Toronto area single family office. Prior to this, he was a senior associate with Stikeman Elliott LLP in London, England and Toronto where he advised clients on a broad range of securities transactions, including initial public offerings, reverse take-overs, private placements of debt and equity and numerous other financing structures primarily in the mining and oil and gas sectors. Mr. Laflamme was called to the Ontario Bar in 2002, having completed his LL.B. at Western University in 2000.
All the members of the Audit Committee have the education and/or practical experience required to understand and evaluate financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Issuer's financial statements. Each member of the Audit Committee also has a significant understanding of the business in which the Issuer is engaged and has an appreciation for the relevant accounting principles used in the Issuer's business.
Audit Committee Oversight
Since the commencement of the Company's most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.
Reliance on Certain Exemptions
Since the commencement of the Company's most recently completed financial year, the Company has not relied on:
(a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or
(b) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).
Pre-Approval Policies and Procedures
The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.
Audit Fees
The following table sets forth the fees paid by the Company and its subsidiaries to De Visser Gray LLP, Chartered Professional Accountants, for services rendered in financial years ended July 31, 2025 and July 31, 2024:
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| 2025 | 2024 | |
|---|---|---|
| ($) | ($) | |
| Audit fees(1) | $8,000 | $8,000 |
| Audit related fees(2) | $180 | Nil |
| Tax fees(3) | Nil | Nil |
| All other fees(4) | Nil | Nil |
| Total | $8,180 | $8,000 |
Notes:
(1) "Audit fees" include aggregate fees billed by the Company's external auditor in each of the last two fiscal years for audit fees.
(2) "Audited related fees" include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees" above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) "Tax fees" include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) "All other fees" include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.
Exemption in Section 6.1
The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).
CORPORATE GOVERNANCE DISCLOSURE
National Instrument 58-101 - Disclosure of Corporate Governance Practices, requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the "Guidelines") adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been considered by the Company in adopting its corporate governance practices. The Board and Management consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company's approach to corporate governance is set out below.
Board of Directors
Management is nominating four individuals to the Board, all of whom are current directors of the Company. The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as "independent" directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect "material relationship" with the Company. The "material relationship" is defined as a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director's independent judgement. Three of the current members of the Board are considered "independent" and one member is not considered "independent" within the
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meaning of NI 52-110, being Mark Colucci, the CEO, CFO and Corporate Secretary of the Company.
The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by the Board to the CEO. The Board will give direction and guidance through the CEO to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.
The Board recommends nominees to the shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee. The Board establishes and periodically reviews and updates the committee mandates, duties and responsibilities of each committee, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, CFO and President of the Company and establishes the duties and responsibilities of those positions and on the recommendation of the CEO, appoints the senior officers of the Company and approves the senior management structure of the Company.
The Board exercises its independent supervision over management by its policies that require periodic meetings of the Board be held to obtain an update on significant corporate activities and plans. The Board attempts to meet not less than three times during each year and endeavours to hold at least one meeting in each fiscal quarter. The Board also meets at any other time at the call of the CEO, or subject to the Articles of the Company, of any director.
The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia) (the "Act"), is to manage or supervise 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.
Directorships
The following directors of the Company are also directors of other reporting issuers as stated:
| Name | Name of Issuer and Exchange |
|---|---|
| Toby Pierce | Prospect Park Capital Corp. |
| J2 Metals Inc. | |
| Silver Viper Minerals Corp. | |
| New Zealand Energy Corp. | |
| Cancambria Energy Corp. | |
| Dain Currie | Renegade Gold Inc. |
| Intertidal Capital Corp. |
Orientation and Continuing Education
While the Company does not currently have a formal orientation and education program for new members of the Board, the Company provides such orientation and education on an ad hoc and informal basis. Directors are encouraged to communicate with management, auditors and technical consultants; and to keep themselves current with industry trends and developments and changes in legislation with
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management's assistance. Directors have full access to the Company's records.
Ethical Business Conduct
To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Company's operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. If the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.
Nomination of Directors
The Board identifies new candidates for board nomination by an informal process of discussion and consensus-building on the need for additional directors, the specific attributes being sought, likely prospects, and timing. Prospective directors are not approached until consensus is reached. This process takes place among the members of the Board.
Compensation
The quantity and quality of the Board compensation is reviewed on an annual basis. At this time, the Company does not believe its size and limited scope of operations requires a formal compensation committee. As a capital pool company, the Company is currently prohibited from paying directors, officers or other non-arm's length parties or to persons engaged in investor relations activities pursuant to policy 2.4 of the TSX Venture Exchange Corporate Finance Manual until it has completed a qualifying transaction and a final bulletin has been issued by the TSX-V.
Assessments
The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of its committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing to mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.
The Board monitors the adequacy of information given to directors, communication between Board and Management and the strategic direction and processes of the Board and its committees.
The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company's corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.
Other Board Committees
At the present time, the only standing committee is the Audit Committee. The written charter of the Audit Committee, as required by NI 52-110, is contained in Schedule "A" to this Circular.
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PARTICULARS OF MATTERS TO BE ACTED UPON
Ratification of the Company's existing Stock Option Plan
The Company's Stock Option Plan must be approved yearly by the Shareholders. Shareholders are being asked to confirm approval of the Company's stock option plan. There have been no changes to the Stock Option Plan since it was last approved by the Company's shareholders. The materials terms of the Stock Option Plan are described above at "Executive Compensation – Stock Option Plans and Other Incentive Plans".
At the Meeting, the shareholders will be asked to pass the following resolution:
"IT IS RESOLVED THAT:
- the Stock Option Plan is hereby approved and confirmed; and
- any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution."
Approval of a New Stock Option Plan for the Resulting Issuer
On October 29, 2025, the Company announced a proposed transaction with Grafta Nanotech Inc. ("Grafta"), pursuant to which the Company would acquire all of the issued and outstanding securities of Grafta (the "Proposed Transaction"). The Proposed Transaction will constitute a reverse-takeover of the Company by Grafta (the "Resulting Issuer") and is intended to constitute the Company's 'qualifying transaction' within the meaning of Policy 2.4 of the TSX-V Corporate Finance Manual.
In connection with the Proposed Transaction, the Resulting Issuer intends to replace the Company's existing Stock Option Plan with a new stock option plan (the "New Plan"). Like the existing Stock Option Plan, the New Plan will be a 10% rolling stock option plan, but, among other things it will not contain certain of the restrictions applicable to capital pool companies.
In contemplation of the successful completion of the Proposed Transaction, at the Meeting, Shareholders will be asked to consider, and if thought fit, pass an ordinary resolution to approve the New Plan, contingent on the completion of the Proposed Transaction, the full text of which is below.
The following is a summary of the key provisions of the New Plan. The following summary is qualified in all respects by the full text of the New Plan, a copy of which will be available for review at the Meeting and will be attached as a schedule to the filing statement to be prepared by the Company in connection with the Proposed Transaction and will be filed on the Company's SEDAR+ profile following completion of the Proposed Transaction. A copy may also be requested at any time from the Company's legal counsel by email at [email protected]
Options will be exercisable over periods of up to 10 years as determined by the board of the Resulting
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Issuer and are required to have an exercise price no less than the closing price of the shares on the trading day immediately preceding the date of grant of the option less any allowable discount permitted by the TSX-V. The New Plan will contain provisions allowing for the cashless net exercise of stock options, where the holder may receive without payment of any cash other than as necessary to satisfy any applicable tax withholding obligations, that number of shares, disregarding fractions, which is equal to quotient obtained by dividing (i) the product of that number of options being exercised multiplied by the difference between the VWAP (as defined in the policies of the TSX-V( on the day immediately prior to the exercise of the cashless exercise right and the option exercise price by the VWAP of the underlying shares, provided that such right is not available to persons retained to provide investor relations activities.
Pursuant to the New Plan, the board of directors may from time to time authorize the issue of options to directors, officers, employees and consultants of the Resulting Issuer and its subsidiaries. The maximum number of shares which may be issued pursuant to options granted under the New Plan, and any other security-based compensation plan of the Resulting Issuer, will not exceed 10% of the issued and outstanding shares at the time of the grant. In addition, the number of options which may be granted to any one individual may not exceed 5% of the aggregate number of shares issued and outstanding in any 12-month period, unless disinterested shareholder approval is obtained. The maximum number of options that may be granted to any one consultant under the New Plan and any other security-based compensation arrangements of the Resulting Issuer in any 12 month period must not exceed 2% of the aggregate number of shares issued and outstanding. The maximum number of options granted to all persons retained to provide investor relations activities shall not exceed 2% of the aggregate number of shares issued and outstanding in any 12 month period. The total number of share which may be reserved for issuance to insiders within any 12-month period may not exceed 10% of the aggregate number of shares issued and outstanding as at the date of grant unless disinterested shareholder approval is obtained.
The New Plan contains no vesting requirements, but permits the board of directors to specify a vesting schedule in its discretion, provided that options issued to a consultant engaged in investor relations activities must vest in stages over not less than 12 months with no more than one quarter of the options vesting in any three month period commencing three months from the date of grant.
The New Plan also provides that if a change of control, as defined therein, occurs, all options may immediately become vested and may thereupon be exercised in whole or in part by the option holder, other than those options held by persons engaged in investor relations activities.
If a director, officer, employee or consultant ceases to be an eligible participant for any reason, other than death, each option held will cease to be exercisable 90 days after such termination date or any such longer period as determined by the board of the Resulting Issuer. If such person ceases to be an eligible participant due to termination for cause, the options shall cease to be exercisable immediately. If a director, officer, employee or consultant dies, the legal representative may exercise the options within a period of the earlier of (i) the expiry date of such option; and (ii) 12 months after the date of death, but only to the extent the options were exercisable on the date of death.
In the event that an option expires during a self-imposed blackout period, or within 48 hours following the end of any self-imposed blackout period, such expiry date will be extended to the date that is 10 calendar days following the end of such blackout period.
The New Plan is a rolling stock option plan which sets the number of awards available for grant by the
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Resulting Issuer at an amount equal to 10% of the issued and outstanding common shares from time to time, together with any other security-based compensation plan of the Resulting Issuer.
Shareholders will be asked at the Meeting to consider and, if deemed advisable, approve with or without variation the following resolution:
"BE IT RESOLVED THAT subject to the completion of the Proposed Transaction the New Plan authorizing the directors to grant options on shares up to a maximum of 10% of the issued and outstanding common shares of the Resulting Issuer from time to time, as at the date of the relevant grant, be and it is hereby approved and that any one director or officer of the Company be and they are hereby authorized, without further shareholder approval, to carry out the intent of this resolution and to execute and deliver such other documents and instruments and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer be necessary or desirable to carry out the intent of this resolution."
The Board recommends that Shareholders vote in favour of the New Plan at the Meeting. To be effective, the resolution approving the New Plan must be approved by not less than a majority of the votes cast by Shareholders who vote in respect thereof, in person or by proxy, at the Meeting. Unless otherwise indicated, the persons designated as proxy holders in the accompanying proxy will the vote shares represented by such proxy for resolution approving the New Plan.
General Matters
It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. Financial information about the Company is provided in the Company's audited annual financial statements for the years ended July 31, 2025, copies of which, together with Management's Discussion and Analysis thereon, can be found on the Company's SEDAR+ profile at www.sedarplus.ca. Additional financial information concerning the Company may be obtained by any securityholder of the Company free of charge by contacting the Company at 604-642-0115.
BOARD APPROVAL
The contents of this Circular have been approved and its mailing authorized by the Board.
DATED at Vancouver, British Columbia, the 27th day of January, 2026.
ON BEHALF OF THE BOARD
(signed) "Mark Colucci"
Mark Colucci
Chief Executive Officer
WITTERING CAPITAL CORP.
Schedule “A” Audit Committee Charter
1.0 Purpose of the Committee
1.1. The Audit Committee represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and auditing activities and legal compliance of the Company and its subsidiaries.
2.0 Members of the Committee
2.1 The Audit Committee shall consist of no less than three Directors a majority of whom shall be "independent" as defined under National Instrument 52-110, while the Company is in the developmental stage of its business. The members of the Committee shall be selected annually by the Board and shall serve at the pleasure of the Board.
2.2 At least one Member of the Audit Committee must be "financially literate" as defined under National Instrument 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.
3.0 Meeting Requirements
3.1. The Committee will, where possible, meet on a regular basis at least once every quarter, and will hold special meetings as it deems necessary or appropriate in its judgment. Meetings may be held in person or telephonically and shall be at such times and places as the Committee determines. Without meeting, the Committee may act by unanimous written consent of all members which shall constitute a meeting for the purposes of this charter.
3.2. A majority of the members of the Committee shall constitute a quorum.
4.0 Duties and Responsibilities
The Audit Committee's function is one of oversight only and shall not relieve the Company's management of its responsibilities for preparing financial statements which accurately and fairly present the Company's financial results and conditions or the responsibilities of the external auditors relating to the audit or review of financial statements. Specifically, the Audit Committee will:
(a) have the authority with respect to the appointment, retention or discharge of the independent public accountants as auditors of the Company (the "Auditors") who perform the annual audit in accordance with applicable securities laws, and who shall be ultimately accountable to the Board through the Audit Committee;
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(b) review with the auditors the scope of the audit and the results of the annual audit examination by the auditors, including any reports of the auditors prepared in connection with the annual audit;
(c) review information, including written statements from the auditors, concerning any relationships between the auditors and the Company or any other relationships that may adversely affect the independence of the auditors and assess the independence of the auditors;
(d) review and discuss with management and the auditors the Company’s audited financial statements and accompanying Management’s Discussion and Analysis of Financial Conditions (“MD&A”), including a discussion with the auditors of their judgments as to the quality of the Company’s accounting principles and report on them to the Board;
(e) review and discuss with management the Company’s interim financial statements and interim MD&A and report on them to the Board;
(f) pre-approve all auditing services and non-audit services provided to the Company by the auditors to the extent and in the manner required by applicable law or regulation. In no circumstances shall the auditors provide any non-audit services to the Company that are prohibited by applicable law or regulation;
(g) evaluate the external Auditor’s performance for the preceding fiscal year, reviewing their fees and making recommendations to the Board;
(h) periodically review the adequacy of the Company’s internal controls and ensure that such internal controls are effective;
(i) review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the auditors that may have a significant impact on the Company’s financial reports, and report on them to the Board;
(j) oversee and annually review the Company’s Code of Business Conduct and Ethics;
(k) approve material contracts where the Board of Directors determines that it has a conflict;
(l) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding the audit or other accounting matters;
(m) where unanimously considered necessary by the Audit Committee, engage independent counsel and/or other advisors at the Company’s expense to advise on material issues affecting the Company which the Audit Committee considers are not appropriate for the full Board;
(n) satisfy itself that management has put into place procedures that facilitate compliance with the provisions of applicable securities laws and regulation relating to insider trading, continuous disclosure and financial reporting;
(o) review and monitor all related party transactions which may be entered into by the Company; and
(p) periodically review the adequacy of its charter and recommending any changes thereto to the Board.
5.0 Miscellaneous
5.1. Nothing contained in this charter is intended to extend applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.