GLOW LIFETECH CORP.

65 International Blvd., Suite 102
Etobicoke, Ontario M9W 6L9

MANAGEMENT INFORMATION CIRCULAR

AS AT JULY 17, 2025

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF GLOW LIFETECH CORP. (the "Company") of proxies to be used at the annual general meeting of shareholders of the Company to be held on Thursday, August 28, 2025 at the office of Miller Thomson LLP at 40 King St W Suite 6600, Toronto, ON M5H 3S1 at 10:00 a.m. (Toronto time), and at any adjournment or postponement thereof (the "Meeting") for the purposes set out in the accompanying notice of meeting (the "Notice of Meeting"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice of Meeting, this management information circular ("Circular"), the annual financial statements of the Company for the financial years ended December 31, 2024, 2023 and 2022 and related management's discussion and analysis and other meeting materials, if applicable (collectively the "Meeting Materials") to the beneficial owners of the common shares of the Company (the "Common Shares") held of record by such parties. The Company may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Company. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice of Meeting.

NOTICE-AND-ACCESS

The Company has decided to use the notice-and-access ("Notice-and-Access") rules provided under NI 54-101 for the delivery of the Meeting Materials to holders of Common Shares who appear on the records maintained by the Company's transfer agent and registrar as registered holders of Common Shares ("Registered Shareholders") and beneficial owners of Common Shares (the "Non-Registered Holders") for the Meeting. The Notice-and-Access method of delivery of Meeting Materials allows the Company to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under NI 54-101.

Registered Shareholders will receive a form of proxy and Non-Registered Holders will receive a voting instruction form, enabling them to vote at the Meeting. However, instead of a paper

Shareholders may always request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on Odyssey Trust Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please contact Odyssey Trust Company, the Company's transfer agent and registrar, by calling - 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America) or online at https://odysseytrust.com/ca-en/help/. Requests should be received by 4:00 p.m. (Toronto time) on August 14, 2025 in order to receive the Meeting Materials in advance of the Meeting.

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copy of the Meeting Materials, shareholders receive only a notice with information on the date, location and purpose of the Meeting, as well as information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. Materials can be viewed online under the Company's profile at www.sedarplus.ca or on the website of Odyssey Trust Company, the Company's transfer agent and registrar, at https://odysseytrust.com/client/glow-lifetech-corp/. The Meeting Materials will remain posted on the Odyssey Trust Company's website at least until the date that is one year after the date the Meeting Materials were posted. The Company will not be adopting stratification procedures in relation to the use of Notice-and-Access provisions.

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Company. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Company's transfer agent and registrar, Odyssey Trust Company (the "Transfer Agent"), not later than 10:00 a.m. (Toronto time) on Tuesday, August 26, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

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Proxies may be deposited with the Transfer Agent using one of the following methods:

| By Mail or Hand Delivery: | Odyssey Trust Company
67 Yonge St
Toronto, ON M5E 1J8 |
| --- | --- |
| By Internet: | https://login.odysseytrust.com/pxlogin
(you will need to provide your 12-digit control number located on the form of proxy accompanying this Circular) |

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder

is a corporation, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Company, located 65 International Blvd., Suite 102, Etobicoke, Ontario M9W 6L9, at any time prior to 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

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ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders of the Company do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (each a "Clearing Agency") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders 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"). Subject to the provisions of 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 to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting 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.

The Company's OBOs can expect to be contacted by their Intermediary. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

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Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a "VIF"). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Company as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of special shares, issuable in series. As of Monday, July 14, 2025 (the "Record Date"), there were an aggregate of 170,229,597 Common Shares and no special shares issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one vote at the Meeting.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one vote for each Common Share held.

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To the knowledge of the Company's directors and executive officers, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares, except as follows:

Name	Number of Common Shares	Percentage of Class
Nova Capital Trading Ltd.	27,036,167	15.88%

The Officers and Directors of the Company own, as a group, a total of 13,689,967 Common Shares, representing 8.04% of the issued and outstanding Common Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

Other than as otherwise disclosed herein, no director or executive officer of the Company who was a director or executive officer at any time since the beginning of the last financial year of the Company, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Company (the "Board"), the matters to be brought before the Meeting are those matters set forth in the Notice of Meeting.

1. PRESENTATION OF FINANCIAL STATEMENTS

The audited financial statements of the Company for the years ended December 31, 2024, 2023 and 2022 and the reports of the auditors thereon will be placed before the shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company's profile at www.sedarplus.ca.

2. APPOINTMENT OF AUDITORS

At the Meeting, shareholders will be asked to approve a resolution appointing Jones & O'Connell LLP, as auditors for the Company, to hold office until the next annual meeting of shareholders, and to authorize the Directors to fix their remuneration. The Board of Directors, resolved to appoint Jones & O'Connell LLP as the auditor of the Company effective April 24, 2024. Effective April 12, 2024, Jackson & Co., LLP, Chartered Professional Accountants resigned as the auditor of the Company and the Board accepted their resignation.

As required by section 4.11 of NI 51-102, a copy of the Company's reporting package (which has been filed with the applicable securities regulatory authorities and delivered to each of Jones & O'Connell LLP and Jackson & Co., LLP) is attached hereto as Schedule B and includes:

i. the Notice of Change of Auditor prepared in respect of Jackson & Co., LLP's resignation as the auditor of the Company and the Company's appointment of Jones & O'Connell LLP as its new auditor to hold office until the next annual general meeting of shareholders of the Company;

ii. the response letter of Jackson & Co., LLP with respect to the Company's Notice of Change of Auditor; and

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iii. the response letter of Jones & O'Connell LLP with respect to the Board's appointment of Jones & O'Connell LLP as the successor auditor of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE APPOINTMENT OF JONES & O'CONNELL LLP, AS AUDITORS OF THE CORPORATION AND THE AUTHORIZING OF THE DIRECTORS TO FIX THEIR REMUNERATION.

If you complete and return the Management Proxy, the persons designated in the Management Proxy intend to vote at the Meeting, or any adjournment thereof, FOR the appointment of Jones & O'Connell LLP as auditors of the Company and to authorize the Board to fix the auditors' remuneration, unless you specifically direct that your vote be withheld.

ELECTION OF DIRECTORS

The articles of the Company provide that the Company shall not have more than ten (10) Directors. At the annual and special meeting of the shareholders of the Company held on April 23, 2018, the shareholders voted in favour of a special resolution empowering the directors of the Company to determine from time to time the number of directors of the Company to be elected at any future annual meeting of Shareholders in accordance with the provisions of the Business Companys Act (Ontario). The directors of the Company have determined that the number of directors of the Company to be elected at the Meeting shall be three (3). The following table states the names of the persons nominated by management for election as directors, any offices with the Company currently held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by them as of the date hereof.

Name, province or state and country of residence and position, if any, held in the Company	Principal Occupation, Business or Employment for the Five Preceding Years(1)	Served as Director of the Company since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Percentage of Voting Shares Owned or Controlled
Rob Carducci(2)
Ontario, Canada
Chief Executive Officer, Director	Chief Executive Officer and Chief Commercial Officer, Glow Lifetech Corp.	March 3, 2021	6,883,333	4.06%
Daniel Proska(2)
Ontario, Canada
Director	Chief Commercial Officer at Scryb Inc.	September 6, 2023	1,349,999	0.79%
David Côté(2)
Ontario, Canada
Director	Chief Executive Officer of J. Supply Holdings Inc.	January 24, 2025	Nil	Nil

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Notes:
(1) The information as to principal occupation, business or employment and voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
(2) Member of the Audit Committee. The Chair of the Audit Committee is David Côté.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. MANAGEMENT HAS NO REASON TO BELIEVE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR BUT, IF A NOMINEE IS, FOR ANY REASON, UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Director Biographies

Rob Carducci, Chief Executive Officer and Director – Rob Carducci is an accomplished business leader with a track record of building and scaling both global consumer brands and early-stage ventures across the consumer packaged goods, technology, and cannabis sectors. Rob currently serves as Chief Executive Officer and Director of Glow Lifetech Corp., a publicly traded company focused on advanced delivery system technologies for the cannabis and wellness markets. Rob is a Co-Founder of Glow, previously serving as Chief Commercial Officer, where he led the development and execution of the company's commercial strategy, brand platform, and growth initiatives. Prior to Glow, Rob held senior marketing leadership roles at Nestlé and Kraft Foods, where he was responsible for the growth and transformation of some of Canada's most iconic brands, including KitKat, Drumstick, Smarties, and Delissio. He later joined Leafly, the world's largest cannabis information platform, as Director of Marketing, where he helped drive the company's Canadian expansion, brand evolution, and led global brand initiatives during a pivotal period of Canadian legalization. Rob brings a unique blend of Tier 1 CPG discipline and early-stage agility, with deep expertise in scaling brands delivering sustained commercial growth. Rob holds an Honours Business Administration (HBA) degree from the Ivey Business School at Western University.

Daniel Proska, Director - Daniel Proska is a technology focused executive with a record of scaling early stage ventures and steering complex capital markets initiatives. As Chief Commercial Officer of Scryb Inc., he directs strategy, business development and operations across a diversified portfolio of public and private companies. Earlier in his career, Mr. Proska led a medical technology firm's growth from roughly US $5 million to more than US $100 million in annual revenue, culminating in a successful NASDAQ listing. He has built high performing sales organizations, implemented effective operational systems for several startups, and has hands on expertise in both equity and debt financing, skills he has applied to multiple transactions. His sector experience centers on sales driven growth within cybersecurity, robotics, and investing in digital assets and blockchain technologies. Mr. Proska serves on the Board of Directors and Audit Committee of Glow LifeTech Corp. and has held governance roles in both public and private companies. Known for disciplined capital allocation, data driven decision making and transparent investor communication, he helps innovative businesses reach scale and deliver long term shareholder value.

David Côté, Director - David is an experienced leader in the cannabis retail sector and has held a number of senior positions across the cannabis retail industry. David currently serves as Chief Executive Officer of J. Supply Holdings Inc., which owns the cannabis retail banners Northern Helm and J. Supply Co. Prior to stepping into this role, David served as Chief Operating Officer

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of J. Supply Holdings Inc. from 2021, after the corporation acquired Northern Helm Inc., which he founded in 2020. From 2018 to 2020, David served as the Director of Retail Strategy at Canopy Growth Company. He is credited with developing the operating model for franchising Tokyo Smoke and Tweed stores, and oversaw the planning and roll-out of Tokyo Smoke's first retail cannabis stores across Canada. David launched the Cannabis Jacks retail brand in 2020 and exited once the first store and operating model had been established. These endeavours are built on a career in retail, leveraging learnings from the quick-service restaurant, consulting, and CPG industries to the cannabis space, having spent time at RBI, Accenture, and SC Johnson. Outside of day-to-day operations, David is Strategic Advisor to Caddle Inc. (consumer analytics) and Co-Founder of Kind House Brands (U.S. cannabis retail). David has had the opportunity to support both the George Brown and Toronto Metropolitan (Ryerson) University cannabis programs as an industry advisor. David earned his MBA and HBA from the Ivey School of Business.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no proposed director, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively an "Order") and that 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 an Order that 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 the capacity as director, chief executive officer or chief financial officer.

On May 7, 2024, the Company was issued a Cease Trade Order (a “CTO”) by the applicable Canadian securities regulatory authorities pursuant to National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, which precluded trading the Company's shares until such time as the CTO was revoked. At the time the CTO was issued, Rob Carducci was an officer and director of the Company. The CTO was issued by the securities regulatory authorities as a result of the Company's failure to file its audited annual financial statements, related management discussion and analysis and applicable officer certifications for the year ended December 31, 2023 (the “Company 2023 Annual Materials”) by the deadline date of April 30, 2024. On August 1, 2024, the Company filed the Company 2023 Annual Materials and the CTO was revoked.

Personal Bankruptcies

No person proposed to be nominated for election as a director at the Meeting is or has, within the preceding ten years before the date of this 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 such person.

Penalties and Sanctions

As of the date of this Circular, no director proposed to be nominated for election at the Meeting has been subject to any:

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(a) 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) other penalties or sanctions imposed by a court or regulatory body that would be likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of (a) the Chief Executive Officer, (b) the Chief Financial Officer, (c) the most highly compensated executive officer of the Company at the end of the most recently completed financial year of the Company whose total compensation was more than $150,000, and (d) each individual who would be a fit the description under paragraph (c) above but for the fact that the individual was neither an executive officer of the Company and was not acting in a similar capacity, at the end of that financial year (collectively the "Named Executive Officers") and for the directors of the Company.

During the financial year ended December 31, 2024, the Company's Named Executive Officers were Rob Carducci, Joshua Bald, and W. Clark Kent. During the financial year ended December 31, 2023, the Company's Named Executive Officers were W. Clark Kent, Tom Glawdel and Joshua Bald. During the financial year ended December 31, 2022, the Company's Named Executive Officers were W. Clark Kent and Joshua Bald.

Summary Compensation Table

The following table provides a summary of compensation paid, directly or indirectly, for each of the three most recently completed financial years to the Named Executive Officers and the directors of the Company:

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Rob Carducci Chief Executive Officer, Director	2024	$156,000	Nil	$12,000	Nil	Nil	$168,000
	2023	$156,000	Nil	Nil	Nil	Nil	$156,000
	2022	Nil	$5,000	Nil	Nil	Nil	$5,000
	2021	$162,000	$10,000	Nil	Nil	Nil	$172,000
Daniel Proska Director(2)	2024	$14,000	Nil	$12,000	Nil	Nil	$26,000
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	N/A	N/A	N/A	N/A	N/A	N/A
	2021	N/A	N/A	N/A	N/A	N/A	N/A
Joshua Bald Chief Financial Officer	2024	$60,000	Nil	Nil	Nil	Nil	$60,000
	2023	$27,500	Nil	Nil	Nil	Nil	$27,500
	2022	$32,500	Nil	Nil	Nil	Nil	$32,500
	2021	$30,000	Nil	Nil	Nil	Nil	$30,000
Tom Glawdel Chief Operating Officer	2024	$114,000	Nil	Nil	Nil	Nil	$114,000
	2023	$162,000	Nil	Nil	Nil	Nil	$162,000
	2022	$137,650	Nil	Nil	Nil	Nil	$137,650
	2021	$161,000	Nil	Nil	Nil	Nil	$161,000
Chris Irwin(3) Former Director	2024	N/A	N/A	N/A	N/A	N/A	N/A
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil

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TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
James Van Staveren^{(4)}	2024	$18,000	Nil	$12,000	Nil	Nil	$30,000
Former Director	2023	$20,000	Nil	Nil	Nil	Nil	$20,000
	2022	$60,000	Nil	Nil	Nil	Nil	$60,000
	2021	$80,000	Nil	Nil	Nil	Nil	$80,000
W. Clark Kent	2024	Nil	Nil	Nil	Nil	Nil	Nil
Former CEO and Director^{(5)}	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	$120,000	Nil	Nil	Nil	Nil	$120,000
	2021	$120,000	Nil	Nil	Nil	Nil	$120,000
Medhanie Tekeste^{(6)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
Greg Falck^{(7)(8)}	2024	N/A	N/A	N/A	N/A	N/A	N/A
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	$72,990	Nil	Nil	Nil	Nil	$72,990

Notes:
(1) This table does not include any amount paid as reimbursement for expenses. This table includes compensation received by the Named Executive Officers and directors of the Company.
(2) Mr. Proska was appointed as a director of the Company on September 6, 2023.
(3) Mr. Irwin resigned as a director of the Company on September 6, 2023.
(4) Mr. Staveren resigned as a director of the Company on January 24, 2025.
(5) Mr. Kent resigned as CEO and a director of the Company on April 12, 2024.
(6) Mr. Tekeste resigned as a director of the Company on April 12, 2024.
(7) Mr. Falck resigned as a director of the Company on April 12, 2024.
(8) Mr. Falck was paid through his partnership owned company, Ortona Consulting.

Stock Options and Other Compensation Securities

The following table provides a summary of all compensation securities granted or issued to each Named Executive Officer and director of the Company during the financial year ended December 31, 2024 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:

COMPENSATION SECURITIES
Name and position	Type of compensation security^{(1)}	Number of compensation securities, number of underlying securities, and % of class^{(2)}	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on the date immediately prior to the date of grant ($)^{(3)}	Closing price of security or underlying security at year end ($)	Expiry date
Rob Carducci^{(2)}CEO and Director	Stock Options	1,550,000 exercisable for 1,550,000 Common Shares representing 0.91% of the outstanding number of Common Shares	September 24, 2024	$0.05	$0.05	$0.07	September 24, 2029
Joshua Bald^{(3)}Chief Financial Officer	Stock Options	600,000 exercisable for 600,000 Common Shares	September 24, 2024	$0.05	$0.05	$0.07	September 24, 2029

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COMPENSATION SECURITIES
Name and position	Type of compensation security^{(1)}	Number of compensation securities, number of underlying securities, and % of class^{(2)}	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on the date immediately prior to the date of grant ($)^{(3)}	Closing price of security or underlying security at year end ($)	Expiry date
		representing 0.35% of the outstanding number of Common Shares
James Van Staveren^{(4)} Former Director and Corporate Secretary	Stock Options	500,000 exercisable for 500,000 Common Shares representing 0.29% of the outstanding number of Common Shares	September 24, 2024	$0.05	$0.05	$0.07	September 24, 2029
Daniel Proska^{(5)} Director	Stock Options	400,000 exercisable for 400,000 Common Shares representing 0.24% of the outstanding number of Common Shares	September 24, 2024	$0.05	$0.05	$0.07	September 24, 2029
Rob Carducci^{(2)} CEO and Director	Stock Options	1,450,000 exercisable for 1,450,000 Common Shares representing 0.84% of the outstanding number of Common Shares	December 24, 2024	$0.06	$0.06	$0.07	December 24, 2029
Joshua Bald^{(3)} Chief Financial Officer	Stock Options	450,000 exercisable for 450,000 Common Shares representing 0.27% of the outstanding number of Common Shares	December 24, 2024	$0.06	$0.06	$0.07	December 24, 2029

Notes:
(1) Calculated on a partially diluted basis based upon 169,396,264 Common Shares outstanding as at December 31, 2024.
(2) As of December 31, 2024, Mr. Carducci held 3,500,000 Stock Options to acquire 3,500,000 Common Shares.
(3) As of December 31, 2024, Mr. Bald held 1,300,000 Stock Options to acquire 1,700,000 Common Shares.
(4) As of December 31, 2024, Mr. Staveren held 800,000 Stock Options to acquire 800,000 Common Shares.
(5) As of December 31, 2024, Mr. Proska held 400,000 Stock Options to acquire 900,000 Common Shares.

The Company did not grant any compensation securities during the financial years ended December 31, 2023 or 2022.

Stock Option Plan and other Incentive Plans

Effective January 17, 2023, the Company adopted the Omnibus Long Term Incentive Plan (the "LTIP"). The LTIP was last approved by the Company's shareholders on February 22, 2023.

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The LTIP is a "rolling" plan which sets the number of Awards (as defined herein) available for grant by the Company at amount equal to up to a maximum of 20% of the Company's issued and outstanding Common Shares from time to time. The LTIP will allow for a variety of equity-based awards that provide different types of incentives to be granted to certain of our executive officers, employees and consultants (in the case of options ("Options"), performance share units ("PSUs") and restricted share units ("RSUs"). Options, PSUs and RSUs are collectively referred to herein as "Awards". Each Award will represent the right to receive Common Shares, or in the case of PSUs and RSUs, Common Shares or cash, in accordance with the terms of the LTIP. The following summary of the material terms of the LTIP is qualified in its entirety by the full text of the LTIP discussion is qualified in its entirety by the full text of the LTIP, which will be made available at the office of Miller Thomson LLP at 40 King St W Suite 6600, Toronto, ON M5H 3S1, until the business day immediately preceding the date of the Meeting.

Under the terms of the LTIP, the Board may grant Awards to eligible participants. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other than by will or the laws of descent and distribution.

The LTIP provides that appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization or other change of the Common Shares, share split or consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the LTIP.

The maximum number of Common Shares reserved for issuance pursuant to the exercise of Options in the aggregate, under the Option portion of the LTIP, the Legacy Stock Option Plan, will be 20% of the aggregate number of Common Shares issued and outstanding from time to time, which represents 34,045,919 Common Shares as of the date of this Circular. As of the date of this Circular, a total of 17,205,000 Options are issued and outstanding under the Legacy Stock Option Plan representing approximately 10.01% of the issued and outstanding Common Shares.

For the purposes of calculating the maximum number of Common Shares reserved for issuance under the LTIP, the Legacy Stock Option Plan, any issuance from treasury by the Company that is issued in reliance upon an exemption under applicable stock exchange rules applicable to equity-based compensation arrangements used as an inducement to person(s) or company(ies) not previously employed by and not previously an insider of the Company shall not be included. All of the Common Shares covered by the cancelled or terminated Awards will automatically become available Common Shares for the purposes of Awards that may be subsequently granted under the LTIP. As a result, the LTIP is considered an "evergreen" plan.

The maximum number of Common Shares that may be: (i) issued to insiders of the Company within any one-year period; or (ii) issuable to insiders of the Company at any time under the LTIP or any other proposed or established security-based compensation arrangements cannot exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time determined on a non-diluted basis.

An Option will be exercisable during a period established by the Board which will commence on the date of the grant and terminate no later than ten years after the date of the granting of the Option or such shorter period as the Board may determine. As long as the Common Shares are traded on a stock exchange, the exercise price of an Option may not be less than the greater of the closing price of the Common Shares on:

(i) the last trading day before the date such Option is granted; and

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(ii) the date such Option is granted. The LTIP provides that the exercise period of an Option will automatically be extended if the date on which it is scheduled to terminate falls during a black-out period. In such cases, the extended exercise period will terminate 10 business days after the last day of the black-out period. In order to facilitate the payment of the exercise price of the Options, the LTIP has a cashless exercise feature pursuant to which a participant may elect to undertake either a broker assisted "cashless exercise" or a "net exercise" subject to the procedures set out in the LTIP, including the consent of the Board, where required.

The following table describes the impact of certain events upon the rights of holders of Options under the LTIP, including termination for cause, resignation, retirement, termination other than for cause, and death or long-term disability, subject to the terms of a participant's employment agreement, grant agreement and the change of control provisions described below:

Event Provisions	Provisions
Termination for cause	Immediate forfeiture of all vested and unvested Options.
Resignation	The earlier of the original expiry date and 90 days after resignation to exercise vested Options or such longer period as the Board may determine in its sole discretion.
Retirement	All unvested Options will vest in accordance with their vesting schedules, and all vested Options held may be exercised until the earlier of the expiry date of such Options or one year following the termination date.
Termination or cessation	All unvested Options may vest subject to pro ration over the applicable vesting or performance period and shall expire on the earliest of 90 days after the effective date of the termination date, or the expiry date of such Option.
Death	If a participant dies while in his or her capacity as an eligible participant, all unvested Options will immediately vest and expire 180 days after the death of such participant.
Change of Control	If a participant is terminated without “cause” or resigns for good reason during the 12 month period following a Change of Control, or after the Company has signed a written agreement to effect a change of control but before the change of control is completed, then any unvested Options will immediately vest and may be exercised prior to the earlier of 30 days of such date or the expiry date of such Options.

The terms and conditions of grants of RSUs and PSUs, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these Awards, will be set out in the participant's grant agreement. Impact of certain events upon the rights of holders of these types of Awards, including termination for cause,

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resignation, retirement, termination other than for cause and death or long-term disability, will be set out in the participant's grant agreement.

In connection with a change of control of the Company, the Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity, as applicable. If the surviving successor or acquiring entity does not assume the outstanding Awards, or if the Board otherwise determines in its discretion, the Company will give written notice to all participants advising that the LTIP will be terminated effective immediately prior to the change of control and all Awards, as applicable, will be deemed to be vested and, unless otherwise exercised, settle, forfeited or cancelled prior to the termination of the LTIP, will expire or, with respect to the RSUs and PSUs be settled, immediately prior to the termination of the LTIP. In the event of a change of control, the Board has the power to:

(i) make such other changes to the terms of the Awards as it considers fair and appropriate in the circumstances, provided such changes are not adverse to the participants;

(ii) otherwise modify the terms of the Awards to assist the participants to tender into a takeover bid or other arrangement leading to a change of control, and thereafter; and

(iii) terminate, conditionally or otherwise, the Awards not exercised or settled, as applicable, following successful completion of such change of control. If the change of control is not completed within the time specified therein (as the same may be extended), the Awards which vest will be returned by the Company to the participant and, if exercised or settled, as applicable, the Common Shares issued on such exercise or settlement will be reinstated as authorized but unissued Common Shares and the original terms applicable to such Awards will be reinstated.

The Board may, in its sole discretion, suspend or terminate the LTIP at any time, or from time to time, amend, revise or discontinue the terms and conditions of the LTIP or of any securities granted under the LTIP and any grant agreement relating thereto, subject to any required regulatory, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP or as required by applicable laws.

The Board may amend the LTIP or any securities granted under the LTIP at any time without the consent of a participant provided that such amendment: (i) does not adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP; (ii) is in compliance with applicable law and subject to any regulatory approvals; and (iii) is subject to Shareholder approval, where required by law, the requirements of the LTIP, provided however that Shareholder approval will not be required for the following amendments and the Board may make any changes which may include but are not limited to:

amendments of a general "housekeeping" or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the LTIP;
changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Award;

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any amendment regarding the effect of termination of a participant's employment or engagement;
any amendment to add or amend provisions relating to the granting of cash-settled awards, provision of financial assistance or clawbacks and any amendment to a cash-settled award, financial assistance or clawbacks provisions which are adopted;
any amendment regarding the administration of the LTIP; and
any other amendment that does not require shareholder approval under the LTIP;

provided that the alteration, amendment or variance does not:

increase the maximum number of Common Shares issuable under the LTIP, other than an adjustment pursuant to a change in capitalization;
reduce the exercise price of Awards;
permit the introduction or re-introduction of non-employee directors as eligible participants on a discretionary basis or any amendment that increases the limits previously imposed on non-employee director participation;
remove or exceed the insider participation limits; or
amend the amendment provisions of the LTIP.

The Company has no equity compensation plans other than the LTIP.

Legacy Stock Option Plan

The Company had in place a stock option plan (the "Stock Option Plan"), which was last approved by the shareholders of the Company on August 13, 2020, and was replaced by the LTIP on January 17, 2023.

The Company currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the LTIP. The purpose of the Legacy Stock Option Plan was to, among other things, attract, retain and motivate directors, officers, employees and other service providers of the Company by providing them with the opportunity, through share options, to acquire a proprietary interest in the Company and benefit from its growth. Stock options were granted under the Legacy Stock Option Plan only to directors, officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board.

The number of Common Shares which may be reserved for issue under the Legacy Stock Option Plan was limited to 20% of the issued and outstanding number of Common Shares as at the date of the grant of stock options.

Any Common Shares subject to a stock option which is exercised, or for any reason is cancelled or terminated prior to exercise, will be available for a subsequent grant under the Legacy Stock Option Plan. The option price of any Common Shares cannot be less than the market price of the Common Shares at the time of grant. Stock options granted under the Legacy Stock Option Plan may be exercised during a period not exceeding 10 years, subject to earlier termination upon the termination of the optionee's employment, upon the optionee ceasing to be an employee, officer,

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director or consultant of the Company or any of its subsidiaries or ceasing to have a designated relationship with the Company, as applicable, or upon the optionee retiring, becoming permanently disabled or dying. The stock options are non-transferable. The Legacy Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization. Subject to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Legacy Stock Option Plan or may terminate the Legacy Stock Option Plan at any time. The Legacy Stock Option Plan does not contain any provision for financial assistance by the Company in respect of stock options granted under the Legacy Stock Option Plan.

Employment, Consulting and Management Agreements

The Company does not have any employment, consulting or management agreements between the Company or any subsidiary or affiliate thereof and its Named Executive Officers and directors:

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board, at the recommendation of the management of the Company, determines the compensation payable to the directors of the Company and reviews such compensation periodically throughout the year. For their role as directors of the Company, each director of the Company who is not a Named Executive Officer may, from time to time, be awarded stock options under the provisions of the stock option plan of the Company. There are no other arrangements under which the directors of the Company who are not Named Executive Officers were compensated by the Company or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Company.

Compensation of Named Executive Officers

Principles of Executive Compensation

The Company believes in linking an individual's compensation to his or her performance and contribution as well as to the performance of the Company as a whole. The primary components of the Company's executive compensation are base salary and option-based awards. The Board believes that the mix between base salary and incentives must be reviewed and tailored to each executive based on their role within the organization as well as their own personal circumstances. The overall goal is to successfully link compensation to the interests of the shareholders. The following principles form the basis of the Company's executive compensation program:

align interest of executives and shareholders;
attract and motivate executives who are instrumental to the success of the Company and the enhancement of shareholder value;
pay for performance;
ensure compensation methods have the effect of retaining those executives whose performance has enhanced the Company's long-term value; and
connect, if possible, the Company's employees into principles 1 through 4 above.

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The Board is responsible for the Company's compensation policies and practices. The Board has the responsibility to review and make recommendations concerning the compensation of the directors of the Company and the Named Executive Officers. The Board also has the responsibility to make recommendations concerning annual bonuses and grants to eligible persons under the stock option plan of the Company. The Board also reviews and approves the hiring of executive officers.

Base Salary

The Board approves the salary ranges for the Named Executive Officers. The base salary review for each Named Executive Officer is based on assessment of factors such as current competitive market conditions, compensation levels within the peer group and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. Comparative data for the Company's peer group is also accumulated from a number of external sources including independent consultants. The Company's policy for determining salary for executive officers of the Company is consistent with the administration of salaries for all other employees.

Annual Incentives

The success of Named Executive Officers in achieving their individual objectives and their contribution to the Company in reaching its overall goals are factors in the determination of their annual bonus. The Board assesses each Named Executive Officers' performance on the basis of his or her respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Company that arise on a day-to-day basis. This assessment is used by the Board in developing its recommendations with respect to the determination of annual bonuses for the Named Executive Officers.

Compensation and Measurements of Performance

It is the intention of the Board to approve targeted amounts of annual incentives for each Named Executive Officer at the beginning of each financial year. The targeted amounts will be determined by the Board based on a number of factors, including comparable compensation of similar companies.

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, will trigger the award of a bonus payment to the Named Executive Officers. The Named Executive Officers will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board's assessment of overall performance. The determination as to whether a target has been met is ultimately made by the Board and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Long Term Compensation

The Company currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the Stock Option Plan.

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Company.

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Termination and Change of Control Benefits

The Company does not have in place any pension or retirement plan. The Company has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Company in connection with or related to the retirement, termination or resignation of such person. The Company has not provided any compensation to such persons as a result of a change of control of the Company, its subsidiaries or affiliates.

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLANS

Set forth below is a summary of securities issued and issuable under all equity compensation plans for the Company as at December 31, 2024. As at December 31, 2024, the LTIP was the only equity compensation plan of the Company.

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))
Equity compensation plans approved by security holders	13,905,000	$0.15	19,974,252
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	13,905,000	$0.15	19,974,252

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Set forth below is a summary of securities issued and issuable under all equity compensation plans for the Company as at December 31, 2023. As at December 31, 2023, the LTIP was the only equity compensation plan of the Company.

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))
Equity compensation plans approved by security holders	10,860,000	$0.30	561,709
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	10,860,000	$0.30	561,709

Set forth below is a summary of securities issued and issuable under all equity compensation plans for the Company as at December 31, 2022. As at December 31, 2022, the Legacy Stock Option Plan was the only equity compensation plan of the Company.

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))
Equity compensation plans approved by security holders	10,860,000	$0.30	561,709
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	10,860,000	$0.30	561,709

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as otherwise disclosed in this Circular, no director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most

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recently completed financial year end or in any proposed transaction that has materially affected or will materially affect the Company.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Company or person who acted in such capacity in the last financial year of the Company, or any other individual who at any time during the most recently completed financial year of the Company was a director of the Company or any associate of the Company, is indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

National Instrument 52-110 - Audit Committees ("NI 52-110") requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in connection with the issuer's annual meeting. The Company is a "venture issuer" for the purposes of NI 52-110.

Audit Committee Charter

The full text of the charter of the Company's Audit Committee is attached hereto as Schedule A.

Composition of the Audit Committee

The Audit Committee members are currently Rob Carducci, Daniel Proska and David Côté (Chair). Each proposed member of the Audit Committee is a director and financially literate and, other than Mr. Carducci, is "independent" in accordance with NI 52-110.

Relevant Education and Experience

The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating 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 Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Rob Carducci, Chief Executive Officer and Director – Mr. Carducci is a seasoned business executive with a strong background in corporate strategy, commercial development, and capital markets within the consumer goods, technology, and cannabis sectors. He has acted as Chief

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Commercial Officer and Chief Executive Officer for the company and has been a key member of management. He has played an active role in financing, investor communications, and commercial deal structuring. He holds an Honours Business Administration (HBA) degree from the Ivey Business School at Western University.

Daniel Proska, Director - Mr. Proska is a capital markets executive with extensive experience in scaling early-stage ventures and leading strategic finance and operational initiatives across the technology sector. He currently serves as Chief Commercial Officer of Scryb Inc., where he oversees corporate strategy, business development, and operational execution for a diversified portfolio of public and private companies.

David Côté, Director - Mr. Côté is a senior executive with deep operational and strategic expertise in the cannabis retail sector. He currently serves as Chief Executive Officer of J. Supply Holdings Inc., which operates the cannabis retail banners Northern Helm and J. Supply Co. Prior to this role, he was Chief Operating Officer of the company following its acquisition of Northern Helm Inc., which he founded in 2020. He has held advisory positions within cannabis education programs at George Brown College and Toronto Metropolitan University. Mr. Côté holds both an MBA and an Honours Business Administration (HBA) degree from the Ivey Business School at Western University.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Exemptions in NI 52-110 regarding

Since the commencement of the Company's most recently completed financial year, the Company has not relied 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 Charter.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Company for professional services rendered to the Company during the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022:

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	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended December 31, 2024	$25,400	Nil	$4,000	Nil
Year ended December 31, 2023	$13,500	Nil	$4,000	Nil
Year ended December 31, 2022	$19,500	Nil	$8,000	Nil

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Company’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly financial statements and related documents.

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice.

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REPORT ON GOVERNANCE

The Company believes that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial performance. National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (collectively the “Governance Guidelines”) of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance 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. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses and becomes more active in operations.

The following disclosure is required by the Governance Guidelines and describes the Company’s approach to governance and outlines the various procedures, policies and practices that the Company and the Board have implemented.

Board of Directors

The Board is currently composed of three directors. Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) (“Form 58-101F2”) requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Company by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a “material relationship” with the issuer. Accordingly, Mr. Carducci, the Chief Executive Officer of the Company is considered not to be “independent”. The remaining proposed directors, Mr. Proska and Mr. Côté, are considered by the Board to be “independent” within the meaning of NI 52-110. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Directorships

None of the directors of the Company currently hold directorships with other reporting issuers.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board’s continuing education is typically derived from correspondence with the Company’s legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically board members have been nominated who are familiar with the Company and the nature of its business.

Ethical Business Conduct

The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct, but does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing

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conflicts of interest, and by having at least two of its Board members independent of corporate matters.

Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

Other Board Committees

The Board has no committees other than the Audit Committee.

Assessments

Currently the Board has not implemented a formal process for assessing directors.

OTHER MATTERS

The management of the Company knows of no other matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to management should properly come before the Meeting, the accompanying form of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Shareholders may contact the Company in order to request copies of: (i) this Circular; and (ii) the Company's consolidated financial statements and the related Management's Discussion and Analysis (the "MD&A") which will be sent to the shareholder without charge upon request. Financial information is provided in the Company's financial statements and MD&A for the financial year of the Company ended December 31, 2024, 2023 and 2022.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario this 17th day of July, 2025.

BY ORDER OF THE BOARD

"Rob Carducci" (signed)
Chief Executive Officer and Director

86497906.2

SCHEDULE A

GLOW LIFETECH CORP.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Name

There shall be a committee of the Board of Directors (the “Board”) of Glow Lifetech Corp. (the “Company”) known as the Audit Committee (the “Committee”).

Purpose

The Committee has been established to assist the Board in fulfilling its oversight responsibilities and fiduciary obligations. The primary functions and areas of responsibility of the Committee are to:

review, report and provide recommendations to the Board on the annual and interim consolidated financial statements and related Management’s Discussion and Analysis (“MD&A”);
identify and monitor the management of the principal risks that could impact the financial reporting of the Company;
make recommendations to the Board regarding the appointment, terms of engagement and compensation of the external auditor;
monitor the integrity of the Company’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;
oversee the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;
resolve disagreements between management and the external auditor regarding financial reporting;
receive the report of the external auditors, who must report directly to the Committee; and
provide an avenue of communication among the Company’s external auditors, management, and the Board.

Composition and Qualifications

All Committee members shall meet all applicable requirements prescribed under the Business Corporations Act (Ontario), as well as any requirements or guidelines prescribed from time to time under applicable securities legislation, including National Instrument 52-110 as amended, restated or superseded. The Committee shall be comprised of not less than three directors as determined from time to time by the Board. A majority of the members shall, whenever reasonably possible, be an independent director who is free from any direct or indirect relationship that would, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment. While it is not necessary for members to have a comprehensive knowledge of generally

accepted accounting principles and standards, at least one (1) member of the Committee shall be "financially literate" so as to be able 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 issues raised by the Company's financial statements. A director who is not financially literate may be appointed to the Committee by the Board provided that such director becomes financially literate within a reasonable period following his or her appointment.

Committee members shall be appointed by the Board. The Board shall designate the Chair of the Committee. If a Chair is not designated or present at any meeting, the members of the Committee may designate a Chair by majority vote. The Chair shall have responsibility for ensuring that the Committee fulfills its mandate and duties effectively.

Each member of the Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board may fill a vacancy at any time.

Meetings

The Committee shall meet at least four times annually, or more frequently as circumstances dictate, and at least once in each fiscal quarter. A schedule for each of the meetings shall be prepared and disseminated to Committee members prior to the start of each fiscal year. A majority of the members of the Committee shall constitute a quorum for meetings.

An agenda shall be prepared by the Chair of the Committee as far in advance of each meeting as reasonably practicable. Minutes of all meetings of the Committee shall be prepared as soon as possible following the meeting and submitted for approval at or prior to the next following meeting.

The Committee should meet privately at least once per year with management of the Company, the Company's external auditors, and as a committee to discuss any matters that the Committee or any of these groups believe should be discussed.

Specific Responsibilities and Duties

Specific responsibilities and duties of the Committee shall include, without limitation, the following:

General Review Procedures

Review and reassess the adequacy of this Charter at least annually and submit any proposed amendments to the Board for approval.
Review the Company's annual audited financial statements, related MD&A, and other documents prior to filing or distribution of such documents or issuing a press release in respect of the financial statements and MD&A. Review should include discussion with management and external auditors of significant issues regarding accounting principles, practices, and significant management estimates and judgments.
Annually, in consultation with management and external auditors, consider the integrity of the Company's financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the external auditors and the internal auditing department together with management's responses.

86497906.2

3 -
Review the effectiveness of the overall process for identifying the principal risks affecting financial reporting and provide the Committee's views to the Board.
Review with financial management and the external auditors the Company's quarterly financial results, related MD&A and other documents prior to the filing or distribution of such documents or issuing a press release in respect of the financial statements and MD&A. Discuss any significant changes to the Company's accounting principles. The Chair of the Committee may represent the entire Committee for purposes of this review.

External Auditors

The external auditors are ultimately accountable to the Committee, as representatives of the shareholders. The external auditors must report directly to the Committee, who shall review the independence and performance of the auditors and annually recommend to the Board the appointment of the external auditors or approve any discharge of auditors when circumstances warrant. The Committee shall approve the compensation of the external auditors.
The Committee must pre-approve all non-audit services to be provided to the Company or its subsidiary entities, unless such non-audit services are reasonably expected to constitute not more than twenty (20) percent of the total fees paid by the Company to the external auditor during the particular fiscal year.
On an annual basis, the Committee should review and discuss with the external auditors all significant relationships they have with the Company that could impair the auditors' independence.
Review the external auditors' audit plan and discuss and approve the audit scope, staffing, locations, reliance upon management, and general audit approach.
Prior to releasing the year-end earnings, discuss the results of the audit with the external auditors. Discuss any matters that are required to be communicated to audit committees in accordance with the standards established by the Canadian Institute of Chartered Accountants.
Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in the Company's financial reporting.

Legal Compliance

On at least an annual basis, review with the Company's counsel any legal matters that could have a significant impact on the organization's financial statements, the Company's compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies.

Other Miscellaneous Responsibilities

Annually assess the effectiveness of the Committee against its Mandate and report the results of the assessment to the Board.
Prepare and disclose a summary of the Mandate to shareholders.
Perform any other activities consistent with this Mandate, the Company's by-laws and governing law, as the Committee or the Board deems necessary or appropriate.

86497906.2

Authority

The Committee shall have the authority to:

delegate approval-granting authority to pre-approve non-audit services by the external auditor to one or more of its members;
engage independent counsel and other advisors as it determines necessary to carry out its duties;
set and pay the compensation for any advisors employed by the Committee; and
communicate directly with the external auditors. Reporting

The Committee shall report its deliberations and discussions regularly to the Board and shall submit to the Board the minutes of its meetings.

Resources

The Committee shall have full and unrestricted access to all of the Company's books, records, facilities and personnel as well as the Company's external auditors and shall have the authority, in its sole discretion, to conduct any investigation appropriate to fulfilling its responsibilities. The Committee shall further have the authority to retain, at the Company's expense, such special legal, accounting or other consultants or experts as it deems necessary in the performance of its duties and to request any officer or employee of the Company or the Company's external counsel or auditors to attend a meeting of the Committee.

Limitation on the Oversight Role of the Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject.

Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Company from whom he or she receives information, and the accuracy of the information provided to the Company by such persons or organizations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations, each of which is the responsibility of management and the Company's external auditors.

86497906.2

GLOW LIFETECH CORP.

Procedures for Receipt of Complaints and Submissions Relating to Accounting Matters

The Company shall inform employees on the Company's intranet, if there is one, or via a newsletter or email that is disseminated to all employees at least annually, of the officer (the "Complaints Officer") designated from time to time by the Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters.
The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.
The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Company.
Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.
The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

GLOW LIFETECH CORP.

Procedures for Approval of Non-Audit Services

The Company's external auditors shall be prohibited from performing for the Company the following categories of non-audit services:

(a) bookkeeping or other services related to the Company's accounting records or financial statements;

(b) financial information systems design and implementation;

(d) actuarial services;

(e) internal audit outsourcing services;

(f) management functions;

(g) human resources;

(h) broker or dealer, investment adviser or investment banking services;

(i) legal services;

(j) expert services unrelated to the audit; and

(k) any other service that the Canadian Public Accountability Board determines is impermissible.

In the event that the Company wishes to retain the services of the Company's external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Company shall consult with the Chair of the Committee, who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services. All other non-audit services shall be approved or disapproved by the Committee as a whole.

The Chief Financial Officer of the Company shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee no less frequently than on a quarterly basis.

86497906.2

7 -
SCHEDULE A
GLOW LIFETECH CORP.
CHANGE OF AUDITOR PACKAGE

Please see attached.

86497906.2

GLOW LIFETECH CORP.
NOTICE OF CHANGE OF AUDITORS
PURSUANT TO NATIONAL INSTRUMENT 51-102 ("NI 51-102")

April 24, 2024

TO: JACKSON & CO., LLP

AND TO: JONES & O'CONNELL LLP

AND TO: British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Manitoba Securities Commission
Autorité des Marchés Financiers
Financial and Consumer Affairs Authority of Saskatchewan

Notice is hereby given that, on April 12, 2024, Jackson & Co., LLP (the "Auditor"), resigned as auditor of Glow Lifetech Corp. (the "Corporation") on its own initiative, and the Audit Committee and the Board of Directors of the Corporation accepted such resignation. On April 24, 2024, the Audit Committee and the Board of Directors of the Corporation appointed Jones & O'Connell LLP (the "New Auditor") as the Auditor's replacement.

The Auditor did not express any modified opinion in its auditor's report for the financial statements of the Corporation for the fiscal year ended December 31, 2022 (the "2022 Statements") and the fiscal year ended December 31, 2021 (the "2021 Statements"), during which the Auditor was the Corporation's auditor.

The Corporation has requested the Auditor and the new Auditor each furnish a letter addressed to the securities administrators in each province in which the Corporation is a reporting issuer stating whether or not they agree with the information contained in the notice. A copy of each such letter to the securities administrators will be filed with this notice.

On February 20, 2024, the Professional Conduct Committee of the Chartered Professional Accounts of Ontario ("CPA Ontario") published a statement of allegations (the "Statement of Allegations") with respect to the Auditor that may impact the 2022 Statements, a copy of which can be accessed here.

The Statement of Allegations make allegations that the Auditor, while engaged to perform the audit of the Corporation in connection with the 2021 Statements, failed to perform its professional services in accordance with generally accepted standard of practice of the profession, in that: (a) it failed to agree to the terms of engagement with management or those charged with governance prior to performing the engagement; (b) it failed to communicate as required with those charged with governance in writing on a timely basis; (c) it failed to plan or document in a sufficient and appropriate manner the overall audit strategy and plan; (d) it failed to perform appropriate procedures for the continuance of the client relationship and the audit engagement at the beginning of the 2021 audit engagement; (e) it failed to evaluate compliance with relevant ethical requirements including those related to independence; (f) it failed to satisfy himself that sufficient appropriate audit evidence had been obtained to support the conclusions reached and the content of the auditor's report prior to its issuance; (g) it failed to assemble the audit documentation in the audit file and complete the administrative process of assembling the final audit file on a timely basis after the date of the auditor's report; (h) it failed to ensure that an engagement quality control review was performed; (i) it failed to ensure proper disclosure of the accounting policies used to measure the Consolidated Statement of Position item "Inventory 99,741"; (j) it failed to design and perform audit procedures to test the appropriateness of journal entries and other adjustments; (k) it failed to

design and perform audit procedures to review accounting estimates for biases and to evaluate the risk of material misstatement due to fraud; (l) it failed to design and perform sufficient and appropriate audit procedures with respect to the existence and completeness of the Consolidated Statement of Financial Position item “Inventory 99,741”; (m) it failed to design and perform sufficient and appropriate audit procedures with respect to the accuracy, valuation, occurrence and completeness of Consolidated Statement of Financial Position item “Investment in subsidiary (note 8) 1,700,625”; (n) it failed to obtain sufficient appropriate audit evidence to support the Consolidated Statement of Position item “Intangibles (note 9) 333,333”, namely intellectual property; (o) it failed to obtain sufficient appropriate audit evidence with respect to the appropriate treatment of leased equipment, in the amount 68,854, recognized in the Consolidated Statement of Financial Position item “Capital Assets”; (p) it failed to perform sufficient and appropriate substantive audit procedures on the valuation of share-based payments; (q) it failed to design and perform further audit procedures in order to obtain sufficient appropriate audit evidence about the assessed risks of material misstatement arising from related party relationships and transactions; (r) it failed to determine whether the overall audit strategy and audit plan needed to be revised as a result of identified misstatements during the audit; (s) it failed to include an Other Matters paragraph in the auditor’s report, indicating that the prior period financial statements were audited by a predecessor auditor, the type of opinion by the predecessor auditor, if the opinion was modified, including reasons therein, and the date of that report; and (t) it failed to include an “Other Information” section in the auditor’s report, as required for a listed entity audit.

The Statement of Allegations make allegations that the Auditor, while engaged to perform the audit of the Corporation in connection with the 2022 Statements, failed to perform its professional services in accordance with generally accepted standard of practice of the profession, in that: (a) it failed to perform appropriate audit procedures for the continuance of the client relationship and the audit engagement at the beginning of the 2022 audit engagement; (b) it failed to evaluate compliance with relevant ethical requirements including those related to independence; (c) it failed to communicate in writing, prior to the issuance of the auditor’s report, with those charged with governance, including relevant ethical requirements regarding independence; (d) it failed to satisfy himself that sufficient appropriate audit evidence had been obtained to support the conclusions reached and the content of the auditor’s report prior to its issuance; (e) it failed to design and perform audit procedures to test the appropriateness of journal entries and other adjustments; (f) it failed to design and perform audit procedures to review accounting estimates for biases and to evaluate the risk of material misstatement due to fraud; (g) it failed to perform sufficient and appropriate audit procedures to support the intangible impairment loss amounting to $333,333 disclosed in Note 9 of the Consolidated Financial Statements; (h) it failed to properly document the appropriate accounting treatment for warrants modification in the share-based payments; and (i) it failed to include an “Other Information” section in the auditor’s report, as required for a listed entity audit.

The various allegations of professional misconduct towards the Auditor may result in possible sanctions, including, supervised practice and a possible practice restriction prohibiting the Auditor from performing public company audits. These possible enforcement actions were a factor in the Auditor's resignation. Investors are cautioned that the allegations of professional misconduct contained in the Statement of Allegations may affect the assurances placed on the 2022 Statements and the 2021 Statements.

The Corporation has delivered a copy of the Statement of Allegations to the New Auditor.

There have been no modified opinions in the Auditor's reports on any of the Corporation's financial statements for the two most recently completed fiscal years nor for any period subsequent to the most recently completed fiscal year.

In the opinion of the Corporation, prior to the resignation, and as at the date hereof, there were no reportable events as defined in National Instrument 51-102 – Continuous Disclosure Obligations (Part 4.11).

The contents of this Notice, the appointment of the New Auditor, and the resignation of the Auditor were

approved by the Audit Committee and the Board of Directors of the Corporation.

DATED the 24th day of April, 2024.

GLOW LIFETECH CORP.

(Signed) "Josh Bald"

Name: Josh Bald

Title: Chief Financial Officer

Jackson & Co., LLP

Chartered Professional Accountants

April 25, 2024

The Board of Directors

Glow LifeTech Corp.

65 International Blvd. Suite 202

Toronto, Ontario

M9W 6L9

RE: Resignation from the office of Statutory Auditor of the Company

Dear Sirs/Madams,

Further to our letter dated April 12, 2024, wherein we informed you that we are submitting our resignation as the Statutory Auditors of the Company with immediate effect, pursuant to National Instrument 51-102 of the Canadian Securities Administrators, please accept this letter as confirmation by Jackson & Co LLP, Chartered Professional Accountants that we acknowledge receipt of, and have read, the Notice dated April 24, 2024.

Please note there are no other material reasons for our resignation.

We thank you for the support and cooperation extended during our associations and we wish the Company good fortune and continued success.

Sincerely,

Jeffrey Jackson

Jeffrey Jackson, CPA

Partner, Jackson & Co., LLP

416-562-1756

[email protected]

JONES & O'CONNELL LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

43 Church Street, Suite 500 + P.O. Box 1237 + St. Catharines, ON + L2R 7A7

phone 905.688.4842 fax 905.688.1746

www.jonesoconnell.ca

April 24, 2024

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Manitoba Securities Commission
Autorité des Marchés Financiers
Financial and Consumer Affairs Authority of Saskatchewan

Dear Sirs/Mesdames:

Re: Glow LifeTech Corp.. (the "Company")
Notice Pursuant to NI 51-102 of Change of Auditor

We acknowledge receipt of a Notice of Change of Auditor (the "Notice") dated April 24, 2024, delivered to us by the Company in respect of the change of auditor of the Company.

Pursuant to National Instrument 51-102 of the Canadian Securities Administrators, please accept this letter as confirmation by Jones & O'Connell LLP, Chartered Professional Accountants that we have read the Notice and, based on our knowledge as at the time of receipt of the Notice, we agree with each of the statements therein.

I trust the foregoing is satisfactory.

Yours truly,

Jones & O'Connell LLP

Jones & O'Connell LLP
Chartered Professional Accountants
Licensed Public Accountants

cc: Board of Directors of Glow LifeTech Corp.

AI assistant

Glow Lifetech — Proxy Solicitation & Information Statement 2025

42625_rns_2025-07-29_6bca27ae-ab6b-4274-9585-73734bec40c2.pdf

GLOW LIFETECH CORP.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

NOTICE-AND-ACCESS

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

2. APPOINTMENT OF AUDITORS

Director Biographies

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

STATEMENT OF EXECUTIVE COMPENSATION

Summary Compensation Table

Stock Options and Other Compensation Securities

Stock Option Plan and other Incentive Plans

Legacy Stock Option Plan

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Named Executive Officers

Principles of Executive Compensation

Base Salary

Annual Incentives

Compensation and Measurements of Performance

Long Term Compensation

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLANS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Exemptions in NI 52-110 regarding

Pre-Approval Policies and Procedures

Audit Fees

REPORT ON GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Board Committees

Assessments

OTHER MATTERS

ADDITIONAL INFORMATION

APPROVAL OF THE BOARD OF DIRECTORS

SCHEDULE A

GLOW LIFETECH CORP.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Name

Purpose

Composition and Qualifications

Meetings

Specific Responsibilities and Duties

General Review Procedures

External Auditors

Legal Compliance

Other Miscellaneous Responsibilities

Authority

Resources

Limitation on the Oversight Role of the Committee

GLOW LIFETECH CORP.

Procedures for Receipt of Complaints and Submissions Relating to Accounting Matters

GLOW LIFETECH CORP.

Procedures for Approval of Non-Audit Services

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Glow Lifetech Proxy Solicitation & Information Statement 2025