MATADOR TECHNOLOGIES INC.

Management Information Circular

SOLICITATION OF PROXIES

This management information circular (the “Information Circular”) is furnished in connection with the solicitation by management of Matador Technologies Inc. (the “Company”) of proxies to be used at the annual and special meeting of shareholders of the Company (the “Meeting”) referred to in the accompanying Notice of Annual and Special Meeting of Shareholders (the “Notice”) to be held on Monday, July 28, 2025 at the time and place and for the purposes set forth in the Notice. The solicitation is made by the management of the Company and will be made primarily by mail, but proxies may also be solicited personally or by telephone by employees of the Company at nominal cost. The cost of solicitation by management will be borne by the Company. The information contained herein is given as of June 3, 2025, unless indicated otherwise.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors and/or officers of the Company. Each shareholder has the right to appoint a person or company, who need not be a shareholder of the Company, other than the persons named in the enclosed form of proxy, to represent such shareholder at the Meeting or any adjournment thereof. Such right may be exercised by inserting such person’s name in the blank space provided and striking out the names of management’s nominees in the enclosed form of proxy or by completing another proper form of proxy. All proxies must be executed by the shareholder or his or her attorney duly authorized in writing or, if the shareholder is a company, by an officer or attorney thereof duly authorized. The completed form of proxy must be deposited at the office of Odyssey Trust Company, 702-67 Yonge Street, Toronto, Ontario, M5E 1J8, before 11:00 a.m. (Toronto time) on July 24, 2025. In lieu of completing and submitting a form of proxy, registered shareholders may also vote online in accordance with the instructions provided in the enclosed form of proxy.

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so either:

not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of holding the Meeting or adjournment thereof at which the proxy is to be used, by delivering another properly executed form of proxy bearing a later date and depositing it as aforesaid;
by depositing an instrument in writing revoking the proxy executed by him or her:

(a) with Odyssey Trust Company at its office denoted herein at any time up to and including 4:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used; or

(b) with the Chairman of the Meeting on the day of the Meeting, prior to the commencement of the Meeting or any adjournment thereof; or

in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

Shares represented by properly executed proxies in favour of the persons named in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions of the securityholder on any ballot that may be called for and, where the person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, the shares will be voted or withheld from voting in accordance with the specifications so made. Where shareholders have properly executed proxies in favour of the persons named in the enclosed form of proxy and have not specified in the form of proxy the manner in which the named proxies are required to vote the shares represented thereby, such shares will be voted in favour of the passing of the matters set forth in the Notice. The enclosed form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and with respect to other matters that may properly come before the Meeting. At the date hereof, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which at present are not known to management of the Company should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Each holder of common shares in the capital of the Company (“Common Shares”) of record at the close of business on June 3, 2025 (the “record date”) will be entitled to vote at the Meeting or at any adjournment thereof, either in person or by proxy. As of June 3, 2025, the Company had 100,765,487 issued and outstanding Common Shares. Each Common Share carries the right to one vote per share. The outstanding Common Shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “MATA”.

To the knowledge of the directors and executive officers of the Company as of June 3, 2025, no person beneficially owns, controls or directs, directly or indirectly, 10% or more of the outstanding Common Shares other than as follows.

Name^{(1)}	Number of Common Shares at June 3, 2025	Percentage of Issued and Outstanding Common Shares at June 3, 2025
Donato Sferra^{(2)}	11,210,000	11.1%

Notes:
(1) The above information is based upon the disclosure provided by the shareholder directly..
(2) Reflects securities held directly and indirectly..

NON-REGISTERED HOLDERS AND DELIVERY MATTERS

Only registered Shareholders, or the persons they appoint as their proxies, are permitted to vote at the Meeting. Non-Objecting Beneficial Owners (“NOBOs”) may also vote at a meeting when the Company chooses to mail to NOBOs directly.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary (“Intermediary”) holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

If you have received the Company’s form of proxy, you may return it to Odyssey Trust Company Limited: (i) by regular mail in the return envelope provided, or (ii) in accordance with the alternative submission instructions set forth on the proxy.

Objecting Beneficial Owners (“OBOs”) and other beneficial holders receive a Voting Instruction Form (“VIF”) from an Intermediary by way of instructions of their financial institution. Detailed instructions of how to submit your vote will be on the VIF.

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the Common Shares they beneficially own. Should a non-registered holder who receives either form of proxy wish to vote at the Meeting in person, the non-registered holder should strike out the persons named in the form of proxy and insert the non-registered holder’s name in the blank space provided. Non-registered holders should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or VIF is to be delivered.

The Company is not using the “notice-and-access” provisions of National Instrument 54-101 (“NI 54-101”) in connection with the delivery of the meeting materials in respect of the Meeting, and it is sending such meeting materials directly to “non-objecting beneficial owners” in accordance with NI 54-101. The Company intends to pay for intermediaries to deliver such meeting materials to “objecting beneficial owners” as defined in NI 54-101.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The individuals who served as the President and Chief Executive Officer and Chief Financial Officer of the Company during the fiscal years ended October 31, 2024 and December 31, 2023 (the “Named Executive Officers”) did not receive any salary, consulting fee, retainer or commission, bonus, committee or meeting fees, perquisites, share-based awards, non-equity incentive plan compensation, pension value or other compensation during such fiscal years, other than stock option based awards as further detailed below.

Stock Options and Other Compensation Securities

The following table sets forth information with respect to all compensation securities granted or issued to the Named Executive Officers and directors of the Company during the most recently completed financial

year of the Company ended October 31, 2024, for services provided or to be provided, directly or indirectly, to the Company.

Compensation Securities
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Alex Tapscott, Former President and CEO	Stock options	850,000	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
Shirin Kabani, Former CFO	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
Kirstin McTaggart, Former Secretary and Director	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
James Fox, Former Director	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
John Wilson, Former Director	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033

Notes:
(1) In connection with the Qualifying Transaction, the common shares of the Company were consolidated on the basis of one (1) Common Share for every 2.2727 pre-consolidation common shares of the Company issued and outstanding (the "Consolidation"). All stock options are presented on a pre-Consolidation basis, and were exercised following October 31, 2024 as a condition to the completion of the Qualifying Transaction.

Exercise of Compensation Securities by Directors and Named Executive Officers

No compensation securities were exercised by the Named Executive Officers or directors during the most recently completed financial year ended October 31, 2024.

For further details on the stock option plan of the Company (the "Option Plan") and the restricted share unit and performance share unit plan of the Company (the "RSU/PSU Plan"), please refer to "Summary of Securities Compensation Plans" below.

COMPENSATION DISCUSSION AND ANALYSIS

The Company's approach to executive compensation has been to provide suitable compensation for executives that is internally equitable, externally competitive and reflects individual achievements. The Company attempts to maintain compensation arrangements that will attract and retain highly qualified individuals who are capable of carrying out the objectives of the Company.

The Company's compensation arrangements for its Named Executive Officers may, in addition to salary, include compensation in the form of bonuses and, over a longer term, benefits arising from the grant of stock options ("Matador Options"), restricted share units ("Matador RSUs") and/or performance share units ("Matador PSUs"). Given the stage of development of the Company, compensation of the Named Executive Officers to date has primarily emphasized salary, Matador Options, Matador RSUs and Matador PSUs to attract and retain Named Executive Officers and, to a certain extent, to conserve cash. This policy may be re-evaluated from time to time depending upon the future development of the Company and other factors which may be considered relevant by the board of directors.

During the fiscal year ended October 31, 2024, no cash compensation was paid to any director or officer of the Company as it was a "capital pool company" during such period and had not yet completed is qualifying transaction with Matador Gold Technologies Inc. ("Matador Gold") in accordance with the regulations of the TSXV (the "Qualifying Transaction"). The Company's objective in determining the compensation of its Named Executive Officers is to reward performance, while seeking to maintain sufficient cash to satisfy ongoing commitments. The Compensation Committee of the Company establishes and reviews the Company's overall compensation philosophy and its general compensation policies with respect to its Named Executive Officers, and approves the salary, bonus, securities compensation and other benefits for such officers. In determining compensation matters, the Compensation Committee may consider a number of factors, including the Company's performance, the value of similar incentive awards to officers performing similar functions at comparable companies, the awards given in past years and other factors it considers relevant. With respect to any bonuses or securities compensation which may be awarded to executive officers in the future, the Company has not established any objective criteria and will instead rely upon discussions at the board level with respect to the above-noted considerations and any other matters which the board may consider relevant on a going-forward basis, including the cash position of the Company.

Existing Matador Options, Matador RSUs and Matador PSUs held by the Company's Named Executive Officers at the time of subsequent grants are taken into consideration in determining the quantum and terms of any such subsequent grants. Such securities have been granted to directors, management, employees and certain service providers, as long-term incentives to align the individual's interests with those of the Company. The size of the awards is in proportion to the deemed ability of the individual to have an impact on the Company's success.

COMPENSATION OF DIRECTORS

Non-executive directors of the Company do not currently receive a fee but are entitled to receive Matador Options, Matador PSUs and Matador RSUs at the discretion of the board of directors. As of June 3, 2025, the Company had 14,475,434 Matador Options, 100,000 Matador RSUs and 3,000,000 Matador PSUs outstanding, of which 6,500,000 Matador Options, Nil Matador RSUs and 3,000,000 Matador PSUs have been granted to directors.

Directors are also reimbursed for travel and other out of pocket expenses incurred in attending directors’ and shareholders’ meetings, and are entitled to receive compensation to the extent that they provide other services to the Company at rates that would be charged by such directors for such services to arm’s length parties.

AUDIT COMMITTEE

Multilateral Instrument 52-110 - Audit Committees (“MI 52-110”) requires the Company to disclose annually in its management information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

Audit Committee Charter

The Company’s Audit Committee is governed by an Audit Committee charter, the text of which is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The Audit Committee of the Company is comprised of Richard Murphy, Donato Sferra, and Peter Kampian. Mr. Murphy and Mr. Kampian are independent (as defined in National Instrument 52-110 (“NI 52-110”)), whereas Mr. Sferra is not considered independent as a result of advisory fees indirectly received by Mr. Sferra from the Company. The Company is relying on the exemption set forth in section 6.1 of NI 52-110 from the requirement that all members of the Audit Committee be independent. In accordance with section 6.1.1 of NI 52-110, a majority of the members of the Audit Committee are not executive officers, employees or control persons of the Company or of an affiliate of the Company. All members of the Audit Committee are financially literate (as defined under National Instrument 52-110).

Relevant Education and Experience

Mr. Murphy is a seasoned executive and currently serves as President and Chief Executive Officer of Evolution Nickel Corp., a private mineral exploration company. He was formerly President, Chief Executive Officer and a director of Manitou Gold Inc., a TSXV-listed gold explorer. Mr. Murphy has over 25 years of experience as a Senior Geologist, President and Chief Executive Officer of a number of Toronto Stock Exchange and TSXV listed companies. He has successfully completed multiple initial public offerings, financings, acquisitions and divestitures with these companies, as a result of which he has extensive experience reading and understanding financial statements.

Mr. Kampian, CPA, CA, ICD.D, has a long track record as a financial executive with a number of private and public companies and has over 35 years of financial management experience. He serves on the boards of Electryon Inc, a solar and hydrogen power developer, Aduro Clean Technologies Inc. where he is acting as chair of the audit committee and Greenbutts Canada Holdings Corp. He previously served on the board of Harborside Inc, Grenville Strategic Royalty Corp. (currently Flow Capital Corp.), CannaRoyalty Corp., acquired by Cresco Labs Inc and Red Pine Exploration Inc, where he was the chair of the audit committee for the companies. He also served on the board of James E. Wagner Cultivation Corporation, where he was on the special committee during its restructuring process. Mr. Kampian has acted as chief

restructuring officer for PharmHouse Inc. and Muskoka Grown Ltd both Canadian Cannabis Licensed Producer. Mr. Kampian has served as Chief Financial Officer of Mettrum Health Corp., which was acquired by Canopy Growth Corp. in early 2017 and as chief financial officer of Algonquin Income Fund (now Algonquin Power and Utilities) where he led and supported debt and equity capital raising. Mr. Kampian is a charter accountant and a member of the Chartered Professional Accountants of Ontario and a member of the Institute of Corporate Directors.

Mr. Sferra serves as co-founder of Hillcrest Merchant Partners Inc., and has significant experience in M&A, hostile defense and fairness opinions. He has an extensive background in the financial services industry spanning approximately 20 years, including five years at Dundee Capital Markets, first as Director of Institutional Sales, then as Co-Head of Investment Banking. Mr. Sferra was an advisor in the merger of the four public companies in what was the restart of Osisko Mining. An early mover into the Cannabis industry, Mr. Sferra took Bedrocan Canada Inc. public (the second LP to go public in Canada) and advised on the first two major transactions in the Cannabis space, most recently advising Canopy Growth Corp. on its $430,000,000 acquisition of Mettrum Ltd. and prior to that, advising Bedrocan Canada Inc. in connection with its sale to Tweed Inc. resulting in the creation of Canopy Growth Corporation and "the house of brands" strategy.

Pre-Approval Policies and Procedures

The Audit Committee has adopted requirements regarding pre-approval of non-audit services as part of its Audit Committee charter. The Audit Committee may delegate such pre-approval as the Audit Committee may determine and as permitted by applicable securities laws.

External Audit Service Fees

The Audit Committee is responsible for reviewing and approving the compensation of the Company's external auditor of all audit and non-audit services to be provided by the Company's external auditor.

The aggregate fees billed by the Company's external auditor in the last two fiscal years, by category, are as follows:

Nature of Services	Year ended December 31, 2023	Year ended October 31, 2024
Audit Fees^{(1)}	$19,136	$102,375
Audit-Related Fees^{(2)}	$0	$0
Tax Fees^{(3)}	$0	$5,339
All Other Fees^{(4)}	$0	$0
Notes:
(1) "Audit Fees" include the aggregate professional fees billed by the external auditors for the audit of the annual financial statements and other annual regulatory audits and filings.
(2) "Audit-Related Fees" include the aggregate fees billed by the external auditors for assurance and related services that are reasonably related to the performance of the audit or review of Matador's financial statements and are not disclosed in the "Audit Fees" column. Audit-related fees were for services related to performance of limited procedures performed by Matador's auditors related to the review of interim financial statements.
(3) "Tax Fees" include the aggregate fees billed for professional services rendered by the external auditors for tax compliance, tax advice and tax planning.
(4) "All Other Fees" include the aggregate fees billed for products and services provided by the external auditors other than those listed in the other three columns.

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a “venture issuer”, is not required to comply with Part 5 (Reporting Obligations) of NI 52-110.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Set forth below is a summary of securities issued and issuable under all equity compensation plans of the Company as at October 31, 2024. See also “Summary of Securities Compensation Plans”.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding stock options (a)	Weighted-average exercise price of outstanding stock options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))^{(1)}
Equity compensation plans approved by securityholders	Nil	N/A	N/A
Equity compensation plans not approved by securityholders	1,700,000	$0.10	Nil
Total	1,700,000	$0.10	Nil

SUMMARY OF SECURITIES COMPENSATION PLANS

The Option Plan was approved by the board of directors of the Company on October 16, 2024, conditional upon the Qualifying Transaction being completed. A summary of the material terms of Option Plan are as follows:

(a) The number of Common Shares that may be reserved for issuance under Option Plan and under any other security-based compensation arrangements will not exceed, in the aggregate, 17,678,847 Common Shares on each grant date.

(b) The maximum aggregate number of Common Shares that are issuable pursuant to Option Plan and all security based compensation granted or issued to insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares at any point in time (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV).

(c) The maximum aggregate number of Common Shares that are issuable pursuant to the Option Plan and all security based compensation granted or issued in any 12 month period to insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any security based compensation is granted or issued to any insider (unless the Company has obtained the requisite disinterested shareholder approval pursuant to policies of the TSXV).

(d) The maximum aggregate number of Common Shares that are issuable pursuant to the Option Plan and all security based compensation granted or issued in any 12 month period to any one person (and where permitted under the policies of the TSXV, any companies that are wholly owned by that person) must not exceed 5% of the issued and outstanding Common Shares, calculated as at the date any security based compensation is granted or issued to the person (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV).

(e) A Matador Option may only be granted to an "eligible consultant" under the Option Plan if the number of Common Shares reserved for issuance under that Matador Option, when combined with the number of Common Shares reserved for issuance under all Matador Options granted within the one-year period before the grant date by the Company to "eligible consultants", does not exceed, in aggregate, 2% of the outstanding Common Shares on the grant date.

(f) A Matador Option may only be granted to eligible employees, executives or eligible consultants not engaged in "investor relations activities" under the Option Plan if the number of Common Shares reserved for issuance under that Matador Option, when combined with the number of Common Shares reserved for issuance under all Matador Options granted within the one-year period before the grant date by the Company to "investor relations participants", does not exceed, in aggregate, 1% of the outstanding Common Shares on the grant date.

(g) "Investor relations service providers" may not receive any security based compensation other than Matador Options.

(h) The board of directors will set the option exercise price (the "Option Exercise Price") in respect of each Common Share issuable under a Matador Option. The Option Exercise Price will not be less than the fair market value of a Common Share on the grant date and, if Common Shares are listed on the TSXV, will be subject to the minimum Option Exercise Price permitted by the TSXV provided that for U.S. participants, regardless of the minimum exercise price permitted by the TSXV, the Option Exercise Price will not be less than the fair market value of a Common Share on the grant date.

(i) The board of directors will, on the grant date, set the option expiry date (the "Option Expiry Date") of each Matador Option. The Option Expiry Date set under the Option Plan will be no later than ten years after the grant date (subject to extension in the event of a blackout period on the Option Expiry Date in accordance with the terms of the Option Plan).

(j) A Matador Option will vest and become exercisable subject to the vesting schedule and other terms set out in the relevant option agreement.

(k) The board of directors may, at any time, accelerate the date on which any Matador Option will vest and become exercisable.

(l) In the event of the death or disability of the holder of a Matador Option or such holder ceases to be a service provider of the Company, all unvested Matador Options shall immediately terminate, and all vested Matador Options shall expire (i) one year from the date of death or disability; (ii) 90 days following the effective termination date in the

event of termination without cause, failure of a director to be elected or failure of a service contract to be renewed; or (iii) otherwise upon the effective date of termination.

The RSU/PSU Plan was approved by the board of directors of the Company on October 16, 2024, conditional upon the Qualifying Transaction being completed. A summary of the material terms of RSU/PSU Plan are as follows:

(a) The RSU/PSU Plan provides for the payment of bonuses to be satisfied by the issuance of Common Shares, for the purpose of advancing the interests the Company and its affiliates through the motivation, attraction and retention of eligible participants.

(b) Under no circumstances may the number of Common Shares issuable pursuant Matador RSUs or Matador PSUs together with Common Shares issuable under all security based compensation arrangements of the Company exceed 17,678,847 Common Shares.

(c) The total number of Common Shares issuable as compensation to an "investor relations service provider" cannot exceed 1% of the outstanding number of Common Shares in any 12-month period.

(d) Notwithstanding anything in RSU/PSU Plan, while the Company is subject to the regulations of the TSXV, the following restrictions shall apply:

(i) the maximum aggregate number of Common Shares that are issuable pursuant to the RSU/PSU Plan and pursuant to all other security based compensation of the Company to insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Common Shares at any point in time (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV);

(ii) the maximum aggregate number of Common Shares granted or issued pursuant to the RSU/PSU Plan and pursuant to all other security based compensation of the Company in any 12 month period to insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Common Shares, calculated as at the date any security based compensation is granted or issued to any insider (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV);

(iii) the maximum aggregate number of Common Shares issuable pursuant to the RSU/PSU Plan and all other security based compensation of the Company, granted or issued in any 12 month period to any one eligible consultant must not exceed 2% of the issued and outstanding Common Shares, calculated as at the date any security based compensation is granted or issued to the eligible consultant;

(iv) the maximum aggregate number of Common Shares issuable pursuant to the RSU/PSU Plan and all other security based compensation arrangements of the Company to any one person in any 12 month period must not exceed 5% of the aggregate number of issued and outstanding Common Shares, calculated as at the date any Matador RSU or Matador PSU is granted to the person, unless the Company has obtained disinterested shareholder approval pursuant to the policies of the TSXV; and

(v) the Company will not grant any Matador RSUs or Matador PSUs to any "investor relations service provider".

(e) A Matador RSU or Matador PSU granted to a participant for services rendered will entitle the participant, subject to the participant's satisfaction of any conditions (performance or otherwise), restrictions or limitations imposed under the RSU/PSU Plan or grant letter, to receive one previously unissued Common Share for each Matador RSU or Matador PSU, on the date when the award is fully vested.

(f) Except as provided for in the grant letter or as determined by the Company in its discretion, upon the termination of the employment or services of the participant, for any reason other than death, disability or "resignation for good reason", then, all unvested Matador RSUs and Matador PSUs will be forfeited by the participant, and be of no further force and effect, as of the date of termination.

(g) Except as provided for in the grant letter or as determined by the Company in its discretion, provided that the participant has been continuously employed by the Company or an affiliate since the grant date, the participant's unvested Matador RSUs or Matador PSUs shall vest in full upon the date of the participant's "resignation for good reason".

(h) Provided that the participant has been continuously employed by the Company or an affiliate since the grant date, the participant's unvested Matador RSUs or Matador PSUs will vest on the date of the participant's death.

(i) Provided that the participant has been continuously employed by the Company or an affiliate since the grant date, the participant's unvested Matador RSUs or Matador PSUs shall vest in full within 90 days following the date on which the participant is determined to be totally disabled in accordance with his or her employment agreement.

(j) If, within 12 months of a "change of control", the Company terminates the employment of the participant for any reason other than just cause, then all Matador RSUs and Matador PSUs outstanding shall immediately vest on the date of such termination notwithstanding any stated vesting period.

At the Meeting, shareholders will be asked to consider and, if deemed fit, pass a resolution approving certain amendments to the Option Plan and the RSU/PSU Plan. See “Particulars of Matters to be Acted Upon – Approval of Amendments to Option Plan” and “Particulars of Matters to be Acted Upon – Approval of Amendments to RSU/PSU Plan”.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 of the Canadian Securities Administrators has set out a series of guidelines for effective corporate governance (the “Guidelines”). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. National Instrument 58-101 (“NI 58-101”) of the Canadian Securities Administrators requires the disclosure by each listed corporation of its approach to corporate governance with reference to the Guidelines as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

Set out below is a description of the Company’s approach to corporate governance in relation to the Guidelines.

Board of Directors

The board of directors currently consists of five directors, being Deven Soni, Donato Sferra, Richard Murphy, Peter Kampian and Tyler Evans. The directors are elected by shareholders at each annual meeting of shareholders, and all directors hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed. The chair of the board (the "Chair") is appointed by the board of directors.

Independence of Board

Under NI 58-101, a director is considered to be independent if they are independent within the meaning of Section 1.4 of NI 52-110. Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of the board, be reasonably expected to interfere with a director's independent judgment. Based on information provided by each director concerning their background, employment and affiliations, it has been determined all of the directors will be independent, except for Deven Soni as a result of his role as an executive officer of the Company, and each of Tyler Evans and Donato Sferra as a result of their respective indirect receipt of fees in excess of $75,000 in any 12 month period over the last three years.

Meeting In-camera

The board is able to facilitate independent judgment in carrying out its responsibilities. To enhance independent judgment, the independent members of the board may hold scheduled meetings without management and non-independent directors. These discussions are intended to generally form part of the committee chairs' reports to the board. The board also encourages open and candid discussions among the independent directors by providing them with an opportunity to express their views on key topics before decisions are taken.

Mandate of the Board

The board is responsible for supervising the management of the business and affairs of the Company, including providing guidance and strategic oversight to management. The board has adopted a formal mandate that includes the following responsibilities:

reviewing and approving annual operating plans and budgets;
identifying the principal risks to the Company's business and ensuring the implementation of appropriate systems and procedures to effectively monitor, manage and mitigate the impact of such risks, including requesting and reviewing reports from management on the status of risk management activities, reviewing reports on spending in relation to approved budgets, and overseeing the financial reporting process of the Company; and
reviewing and approving management's strategic and business plans.

Position Descriptions

The board has adopted a written position description for the Chair, which sets out the Chair's key responsibilities, including, among others, duties relating to setting board meeting agendas, chairing board and shareholder meetings and director development.

The board has adopted a written position description for each of the committee chairs which sets out each of the committee chair's key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

The board has adopted a written position description for the Chief Executive Officer which sets out the key responsibilities of the Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to the board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to the board for consideration, and supervising day-to-day management and communicating with shareholders and regulators.

Director Term Limits and Mandatory Retirement

The board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the board seeks to maintain the composition of the board in a manner that provides, in the judgement of the board, the best mix of skills and experience to provide for the overall stewardship.

Diversity

Given the Company's recent Qualifying Transaction, the Company currently has only a very small board and management team. However, recognizing the benefits that diversity brings to an organization, the Company has adopted a diversity policy that, among other things, encourages the board and management of the Company to hire and engage personnel who have a diverse range of perspectives, insights and backgrounds, having regard to, among other things, gender, status, age, professional expertise, nationality, race and geographic background. While the Company has not adopted a target percentage regarding the number of women on the board or in senior management positions, or timeline for appointing same, the board will evaluate the appropriateness of adopting targets in the future as the business grows.

Orientation and Continuing Education

The Company has implemented an orientation program for new directors under which a new director will meet with the Chair and executive officers. New directors will be provided with comprehensive orientation and education as to the nature and operation of the Company and its business, the role of the board and its committees, and the contribution that an individual director is expected to make. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the committee's charter.

Nomination of Directors

The role of the governance committee of the board (the "Governance Committee") is to recommend to the board candidates for election as directors and candidates for appointment to board committees as set out in the Governance Committee charter.

Code of Conduct and Ethics Policy

The Company has adopted a written code of conduct ("Code of Conduct") that applies to all of the officers, directors, employees, contractors and agents acting on behalf of the Company. The objective of the Code of Conduct is to provide guidelines for maintaining the Company and its subsidiaries' integrity, trust and respect. The Code of Conduct addresses, among other things, compliance with laws, rules and

regulations, conflicts of interest, confidentiality, financial information, internal controls and disclosure, communications, fair dealing, due diligence, privacy, and reporting any violations of law, regulation or the Code of Conduct. The Governance Committee has ultimate responsibility for monitoring compliance with the Code of Conduct. The Code of Conduct is available on the Company's website at www.matador.network.

Board and Committee Assessment

The Governance Committee's role is to assess the effectiveness of the board as a whole, the committees of the board and the contribution of individual directors. Directors are expected to complete self-evaluations, peer evaluations and to consider, among other things, the overall functioning and performance of board, its standing committees and oversight thereof, the operational oversight of board, management structure, the effectiveness of the Company's internal controls and financial reporting, ethics and compliance matters and accountability. The chair of the Governance Committee encourages discussion amongst the board to evaluate the effectiveness of the board as a whole, its committees and its individual directors. All directors are also encouraged to make suggestions for improvement of the practices of the board at any time.

Audit Committee

The Audit Committee of the Company consists of three directors, all of whom are persons determined by board to be both (i) independent directors, other than Mr. Sferra; and (ii) financially literate, within the meaning of NI 52-110. See "Audit Committee".

Compensation Committee

The Company has established a compensation committee (the "Compensation Committee") which is charged with reviewing, overseeing and evaluating its compensation policies. The Compensation Committee is comprised of Richard Murphy, Donato Sferra, and Deven Soni. No member of the Compensation Committee also serves as an officer of the Company other than Mr. Soni, and as such, the board believes that the Compensation Committee is able to conduct its activities in an objective manner.

The board has adopted a written charter setting forth the purpose, composition, authority and responsibility of the Compensation Committee. The Compensation Committee's purpose is to:

review and recommend to the board the appropriate compensation level for the Company's senior management;
oversee the Company's compensation and benefit plans, policies and practices, including any executive compensation plans and incentive-compensation and equity-based plans; and
monitor and evaluate matters relating to the compensation and benefits structure of the Company.

Governance Committee

The Company has established a Governance Committee which is charged with reviewing, overseeing and evaluating our nomination and governance policies. The Governance Committee is comprised of Richard Murphy, Tyler Evans, and Deven Soni.

The Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of the Governance Committee. The Governance Committee's duties and responsibilities are to:

determine the qualifications, skills and other expertise required to be a director of the Company, and develop, and recommend to the board for approval, criteria to be considered in selecting nominees for director;
review board committee structure on an annual basis and recommend to the board any changes it considers necessary or desirable with respect to that structure;
review and discuss with management the disclosure of the Company's corporate governance practices;
develop and oversee an orientation program for new directors, including opportunities for meetings and discussion with senior management and other directors; and
succession planning, to develop and evaluate potential candidates for the Chief Executive Officer.

The assessment undertaken by the Governance Committee addresses, among other things, individual director independence, individual director and overall board skills, and individual director financial literacy. The board receives and considers the recommendations from the Governance Committee regarding the results of the evaluation of the performance and effectiveness of board, committees of board, individual board members, the Chair and committee chairs. The Governance Committee is also responsible for orientation and continuing education programs for the Company's directors.

Directorships

None of the directors of the Company are currently directors of any other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction, other than as set forth below.

The following table sets out the directors, officers and promoters of Matador that are, or have been within the last 5 years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Trading Market	Position	From (MM/YY)	To
Tyler Evans	Metaplanet Inc.	TYO	Director	May 20, 2024	Present
Sunny Ray	New Wave Holding Corp	CSE	Director and CEO	October 24, 2023 (Director) and March 5, 2024 (CEO)	Present
Peter Kampian	Aduro Clean Technologies Inc.	NASDAQ, CSE	Director	April 23, 2021	Present

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Information Circular, none of the directors or executive officers of the Company, no nominee for election as a director of the Company (“Nominee”), none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year and no associate or affiliate of any of the foregoing persons 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, other than as set out below.

Each of the Nominees has an interest in the approval of the amendments to the Option Plan and RSU/PSU Plan at the Meeting as in the event of such approval, the directors and executive officers of the Company may be entitled to receive stock option grants thereunder in the future. See “Particulars of Matters to be Acted Upon – Approval of Amendments to Option Plan” and “Particulars of Matters to be Acted Upon – Approval of Amendments to RSU/PSU Plan”.

CEASE TRADE ORDERS OR BANKRUPTCIES

No director of the Company or proposed director

is, as at the date hereof, or has been, within 10 years before the date hereof, a director or executive officer of any company that,

a. while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation (each, an “Order”), for a period of more than 30 consecutive days; or

b. was subject to an Order that was issued, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of such Order, that resulted from an event that occurred while that person was acting as a director or executive officer of that company;

has, within the 10 years before the date hereof, 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 the proposed director;
is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
has been subject to:

a. any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or

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

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS TO THE COMPANY

No individual who is, or at any time during the most recently completed fiscal year of the Company was, a director, executive officer, employee or former director, executive officer or employee of the Company, a Nominee, or any of their associates, is indebted to the Company or any subsidiary of the Company as of June 3, 2025 or was so indebted at any time during either of the last two completed fiscal years of the Company, nor have any such individuals been or are currently indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement provided by the Company or any subsidiary of the Company.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Company maintains liability insurance for the directors and officers of the Company. The Company's policy of insurance is currently in effect until June 30, 2025. An annual premium of approximately $325,000 has been paid by the Company. No portion of the premium is directly paid by any of the directors or officers of the Company. No claims have been made or paid to date under such policy.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, executive officer, shareholder beneficially owning or exercising control or direction over (directly or indirectly) more than 10% of the Common Shares, or Nominee, and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company's last completed fiscal year or in any proposed transaction which, in either such case, has materially affected or will materially affect the Company, other than as set out below.

During the period from November 1, 2021, to July 31, 2024, the Company paid $526,156 in consulting fees to Hillcrest Merchant Partners Inc. for financial advisory services. Donato Sferra is a principal of Hillcrest Merchant Partners Inc., as well as a director of the Company. The above-noted services were incurred in the normal course of operations.

The Company effected the Qualifying Transaction on December 9, 2024 pursuant to which (i) each of the current directors and officers of the Company was appointed to their current position with the Company; (ii) all stock options, restricted share units and performance share units of Matador Gold owned, controlled or directed by all directors, officers and significant shareholders of Matador Gold were exchanged for Matador Options, Matador RSUs and Matador PSUs, respectively; and (iii) all common shares of Matador Gold ("Matador Gold Shares") owned, controlled or directed by all directors, officers and significant shareholders of Matador Gold, and their affiliates, were exchanged for Common Shares, as follows:

Name	Number of Matador Gold Shares owned, controlled or directed prior to Qualifying Transaction	Percentage (%) of Matador Gold Shares owned, controlled or directed prior to Qualifying Transaction(1)	Number of Common Shares owned, controlled or directed upon closing of Qualifying Transaction	Percentage (%) of Common Shares owned, controlled or directed upon closing of Qualifying Transaction (2)
Donato Sferra, Director of the Company	16,110,000(3)	19.3%	16,110,000	17.5%
Deven Soni, Director, Chief Executive Officer and Chairman of the Company	2,180,100(4)	2.6%	2,180,100	2.4%
Richard Murphy, Director of the Company	1,000,000	1.2%	1,000,000	1.1%
Tyler Evans, Director of the Company	7,000,000(5)	8.4%	7,000,000	7.6%

Notes:
(1) Presented on a non-diluted basis, based upon 83,612,963 Matador Gold Shares issued and outstanding immediately prior to the closing of the Qualifying Transaction.
(2) Presented on a non-diluted basis, based upon 91,841,055 Common Shares issued and outstanding immediately following the closing of the Qualifying Transaction.
(3) Of this total, (i) an aggregate of 11,110,000 Matador Gold Shares were owned, controlled or directed by Mr. Sferra, comprised of 3,000,000 Matador Gold Shares held by ACV Capital Corp., 5,000,000 Matador Gold Shares held by Sferra Family Trust and 3,110,000 Matador Gold Shares held by Mr. Sferra directly; and (ii) an aggregate of 5,000,000 Matador Gold Shares were owned, controlled and directed by the spouse of Mr. Sferra.
(4) An aggregate of 1,000,000 Matador Gold Shares were held by AASD Investments LLC, and 1,180,100 Matador Gold Shares were held by Mr. Soni directly.
(5) An aggregate of 6,000,000 Matador Gold Shares were held by 210 Capital, LP, and 1,000,000 Matador Gold Shares were held by UTXO Management LLC. In addition, up to an additional 5,000,000 Common Shares are issuable to UTXO Management LLC following the completion of the Qualifying Transaction in consideration of board consulting services, pursuant to an amended and restated board consultant agreement between Matador and UTXO Management LLC, dated April 24, 2024.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The shareholders will receive and consider the audited financial statements of the Company for the fiscal year ended October 31, 2024, together with the auditor’s reports thereon.

Election of Directors

At the Meeting, shareholders will be invited to elect the Nominees below as directors of the Company. Each director holds office until the next annual meeting or until his or her successor is duly elected or appointed unless his or her office is earlier vacated in accordance with the Company’s By-Laws. On any ballot that may be called for in the election of directors, the persons named in the enclosed form of proxy intend to cast the votes to which the Common Shares represented by such proxy are entitled for the proposed Nominees whose names are set forth below, unless the shareholder who has given such proxy

has directed that the Common Shares be otherwise voted or withheld from voting in respect of the election of directors. Management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for other Nominees at their discretion.

The following table sets out the name of each of the Nominees, all positions and offices in the Company held by each of them, the principal occupation or employment of each of them for the past five years, the year in which each was first elected a director of the Company and the approximate number of Common Shares that each has advised are beneficially owned or subject to his or her control or direction (directly or indirectly):

Name and Province of Residence	Position	Principal Occupation	Director Since	Number of Common Shares Held or Controlled^{(1)}
Deven Soni^{(3)}, Las Vegas, Nevada	Chief Executive Officer, Chairman and Director	CEO of Company (2024 to present)
Director at Kingmakers Inc. (2018 to 2020)
Chief Operating Officer at Tokens.com Inc. (2021 to present)
Executive Chairman at Snowball Industries Inc. (2020 to present)	2024	2,180,100
Donato Sferra^{(2)(3)}, Toronto, Ontario	Director	Co-founder, Hillcrest Merchant Partners Inc., a merchant bank (2017 to present)	2024	11,210,000
Richard Murphy^{(2)(3)}, Sudbury, Ontario,	Director	Chief Executive Officer of Evolution Nickel Corp., a mineral exploration company (2024 to present)
Chief Executive Officer of Manitou Gold Inc., a mineral exploration company (2009 to 2023)	2024	1,150,000
Tyler Evans, Nashville, Tennessee	Director	Co-founder of BTC Inc. (2014 to present) and Managing Partner of UTXO Management, LLC (2019 to present)	2024	7,000,000
Peter Kampian^{(2)}, Cambridge, Ontario	Director	CEO of Edge Financial Consulting services Corp. (2009 to present)
Director Aduro Clean Technologies Inc. (2021 to present)	2024	100,000

Notes:
(1) The information as to Common Shares beneficially owned or over which the Nominees exercise control or direction (directly or indirectly) not being within the knowledge of the Company has been furnished by the respective Nominees individually.
(2) Member of the Audit Committee. The Company does not currently have an Executive Committee.
(3) Member of the Compensation Committee.

The management representatives named in the attached form of proxy intend to vote the Common Shares represented by such proxy in favour of the election of the Nominees set forth in this Information Circular unless a shareholder specifies in the proxy that his or her Common Shares are to be withheld from voting in respect of such resolution.

Appointment of Auditors

The directors propose to nominate Kingston Ross Pasnak LLP, the present auditors, as the auditors of the Company to hold office until the close of the next annual meeting of shareholders.

In the past, the directors have negotiated with the auditors of the Company on an arm’s length basis in determining the fees to be paid to the auditors. Such fees have been based on the complexity of the matters in question and the time incurred by the auditors. The directors believe that the fees negotiated in the past with the auditors of the Company were reasonable and in the circumstances would be comparable to fees charged by other auditors providing similar services.

In order to appoint Kingston Ross Pasnak LLP as auditors of the Company to hold office until the close of the next annual meeting, and authorize the directors to fix the remuneration thereof, a majority of the votes cast at the Meeting must be voted in favour thereof.

The management representatives named in the attached form of proxy intend to vote in favour of the appointment and ratification of Kingston Ross Pasnak LLP as auditors of the Company and in favour of authorizing the directors to fix the remuneration of the auditors, unless a shareholder specifies in the proxy that his or her Common Shares are to be withheld from voting in respect of the appointment of auditors and the fixing of their remuneration.

Approval of Amendments to Option Plan.

The Option Plan was approved on October 16, 2024, conditional upon the Qualifying Transaction being completed. The Option Plan currently provides for the issue of up to a fixed aggregate of 17,678,847 Common Shares together with all other security-based compensation plans of the Company. Stock options to purchase 14,475,434 Common Shares are currently outstanding under the Option Plan as of June 3, 2025, and the Company may grant a further 3,413 Matador Options under the Option Plan (calculated based upon an aggregate of 17,678,847 Common Shares available for issuance under the Option Plan, less an aggregate of 14,475,434 Matador Options currently outstanding and previously granted under the Option Plan, and 3,000,000 Matador PSUs and 200,000 Matador RSUs currently outstanding or previously issued under the RSU/PSU Plan).

The Option Plan also currently provides that a Matador Option may only be granted to eligible employees, executives or eligible consultants not engaged in "investor relations activities" under the Option Plan if the number of Common Shares reserved for issuance under that Matador Option, when combined with the number of Common Shares reserved for issuance under all Matador Options granted within the one-year period before the grant date by the Company to "investor relations participants", does not exceed, in aggregate, 1% of the outstanding Common Shares on the grant date (the "Investor Relations Threshold").

See "Summary of Securities Compensation Plans" above.

At the Meeting, shareholders will be invited to consider and, if thought fit, authorize the resolutions substantially in the form attached as Schedule B to this Information Circular (the "Option Plan Resolutions") to (i) provide for the maximum number of Common Shares issuable under the Option Plan and under all other securities based compensation plans of the Corporation, to be an aggregate of 20,153,097 Common Shares; and (ii) increase the Investor Relations Threshold from 1% to 2%.

If the Option Plan Resolutions are approved, the Option Plan will remain in force subject to the amendments as aforesaid, the Matador Options currently outstanding under the Option Plan will remain outstanding without any amendment to their terms, and the Company will be able to grant a further 2,477,663 Matador Options thereunder, (calculated based upon an aggregate of 20,153,097 Common Shares available for issuance under the Option Plan, less an aggregate of 14,475,434 Matador Options currently outstanding and previously granted under the Option Plan, and 3,000,000 Matador PSUs and 200,000 Matador RSUs and currently outstanding or previously issued under the RSU/PSU Plan).

If the Option Plan Resolutions are not approved, the Option Plan will remain in force without any amendment, the outstanding Matador Options will continue to remain outstanding without any amendment to their terms, and the Company will be able to grant a further 3,413 Matador Options under the Option Plan (calculated based upon an aggregate of 17,678,847 Common Shares available for issuance under the Option Plan, less an aggregate of 14,475,434 Matador Options currently outstanding and previously granted under the Option Plan, and 3,000,000 Matador PSUs and 200,000 Matador RSUs currently outstanding or previously issued under the RSU/PSU Plan).

Set forth below is a summary of the 14,475,434 outstanding Matador Options under the stock Option Plan as at the date hereof:

Category of optionee	Aggregate Number of Persons	Number of Matador Options	Exercise price per Matador Option	Date of grant
All officers and directors of Company	7	12,102,000	(1)	(3)
All other employees of Company	N/A	Nil	N/A	N/A
All consultants of Company	8	2,373,434	(3)	(4)

Notes:
(1) An aggregate of 3,802,000 Matador Options have an exercise price of $0.25 and an aggregate of 8,300,000 Matador Options have an exercise price of $0.50.
(2) An aggregate of 2,452,000 Matador Options were granted on November 30, 2021, an aggregate of 1,350,000 Matador Options were granted on January 11, 2022, an aggregate of 600,000 Matador Options were granted on July 1, 2024, an aggregate of 5,700,000 Matador Options were granted on August 1, 2024, and an aggregate of 2,000,000 Matador Options were granted on January 8, 2025.
(3) An aggregate of 1,513,434 Matador Options have an exercise price of $0.25, an aggregate of 110,000 Matador Options have an exercise price of $0.50, an aggregate of 500,000 Matador Options have an exercise price of $0.40 and an aggregate of 250,000 Matador Options have an exercise price of $0.84.
(4) An aggregate of 1,273,434 Matador Options were granted on November 30, 2021, an aggregate of 30,000 Matador Options were granted on January 19, 2022, an aggregate of 160,000 Matador Options were granted on February 1, 2022, an aggregate of 50,000 Matador Options were granted on October 1, 2022, an aggregate of 110,000 Matador

Options were granted on January 8, 2025, an aggregate of 500,000 Matador Options were granted on May 1, 2025 and an aggregate of 250,000 Matador Options were granted on May 23, 2025.

Approval of the Option Plan Resolutions will be obtained if a majority of the votes cast are in favour thereof.

The management representatives named in the attached form of proxy intend to vote in favour of the Option Plan Resolutions, unless a shareholder specifies in the proxy that his or her Common Shares are to be voted against the Option Plan Resolutions.

5. Approval of Amendments to RSU/PSU Plan.

The RSU/PSU Plan was approved on October 16, 2024, conditional upon the Qualifying Transaction being completed. The RSU/PSU Plan currently provides for the issue of up to a fixed aggregate of 17,678,847 Common Shares together with all other security-based compensation plans of the Company. Matador RSUs and Matador PSUs to purchase an aggregate of 3,100,000 Common Shares are currently outstanding under the RSU/PSU Plan as of June 3, 2025, and the Company may grant a further 3,413 Matador RSUs or Matador PSUs under the RSU/PSU Plan (calculated based upon an aggregate of 17,678,847 Common Shares available for issuance under the RSU/PSU Plan, less an aggregate of 14,475,434 Matador Options currently outstanding and previously granted under the Option Plan, and 3,000,000 Matador PSUs and 200,000 Matador RSUs currently outstanding or previously issued under the RSU/PSU Plan).

See "Summary of Securities Compensation Plans" above.

At the Meeting, shareholders will be invited to consider and, if thought fit, authorize the resolutions substantially in the form attached as Schedule C to this Information Circular (the "RSU/PSU Plan Resolutions") to provide for the maximum number of Common Shares issuable under the RSU/PSU Plan and under all other securities based compensation plans of the Company, to be an aggregate of 20,153,097 Common Shares.

If the RSU/PSU Plan Resolutions are approved, the RSU/PSU Plan will remain in force subject to the amendments as aforesaid, the Matador RSUs and Matador PSUs currently outstanding under the RSU/PSU Plan will remain outstanding without any amendment to their terms, and the Company will be able to grant a further 2,477,663 Matador RSUs and/or Matador PSUs thereunder, (calculated based upon an aggregate of 20,153,097 Common Shares available for issuance under the RSU/PSU Plan, less an aggregate of 14,475,434 Matador Options currently outstanding and previously granted under the Option Plan, and 3,000,000 Matador PSUs and 200,000 Matador RSUs and currently outstanding or previously issued under the RSU/PSU Plan).

If the RSU/PSU Plan Resolutions are not approved, the RSU/PSU Plan will remain in force without any amendment, the outstanding Matador RSUs and Matador PSUs will continue to remain outstanding without any amendment to their terms, and the Company will be able to grant a further 3,413 Matador RSUs and/or Matador PSUs under the RSU/PSU Plan (calculated based upon an aggregate of 17,678,847 Common Shares available for issuance under the RSU/PSU Plan, less an aggregate of 14,475,434 Matador Options currently outstanding and previously granted under the Option Plan, and 3,000,000 Matador PSUs and 200,000 Matador RSUs currently outstanding or previously issued under the RSU/PSU Plan).

Set forth below is a summary of the 3,100,000 outstanding Matador RSUs and Matador PSUs under the RSU/PSU Plan as at the date hereof:

Category of optionee	Aggregate Number of Persons	Number of Matador Options	RSU or PSU	Date of grant
All officers and directors of Company	1	3,000,000	PSU	July 15, 2023
All other employees of Company	N/A	Nil	N/A	N/A
All consultants of Company	1	100,000	RSU	May 26, 2022

Approval of the RSU/PSU Plan Resolutions will be obtained if a majority of the votes cast are in favour thereof. The proposed amendments to the RSU/DSU Plan also remain subject to TSXV review and approval, as well as any required changes which the TSXV may impose to comply with applicable policies of the TSXV.

The management representatives named in the attached form of proxy intend to vote in favour of the RSU/PSU Plan Resolutions, unless a shareholder specifies in the proxy that his or her Common Shares are to be voted against the RSU/PSU Plan Resolutions.

6. Approval of By-Law No. 1A

At the Meeting, shareholders will be asked to pass resolutions, substantially in the form of the resolutions appended as Schedule D to this Information Circular (collectively, the “By-Law Resolutions”), confirming a new By-Law No. 1A that will amend the Company's by-laws previously in force. Specifically, the new By-Law No. 1A is a comprehensive by-law that governs the operations of the Company following the Qualifying Transaction, including meetings of directors and shareholders, dividends, borrowing powers, director liability and other matters. The Company believes that these provisions are in the best interests of the Company as they will ensure that an orderly operation of the Company. A copy of By-Law No. 1A is attached as Exhibit “I” to Schedule D hereto. In order to be effective, the By-Law Resolutions must be approved by a majority of the Common Shares represented by the shareholders present at the Meeting in person or by proxy.

The management representatives named in the attached form of proxy intend to vote in favour of the By-Law Resolutions, unless a shareholder specifies in the proxy that his or her Common Shares are to be voted against the By-Law Resolutions.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Financial information is provided in the Company’s comparative financial statements and management discussion and analysis for the year ended October 31, 2024. Shareholders may contact the Company at its principal office address at 40 King Street West, Suite 2400, Toronto, Ontario M5H 3Y2 to request copies of the Company’s financial statements and management's discussion and analysis.

APPROVAL

The contents and the sending of this Information Circular have been approved by the directors of the Company.

DATED: June 3, 2025.

"Deven Soni"

Deven Soni
Chief Executive Officer

SCHEDULE A

Charter of the Audit Committee
of the Board of Directors of Matador Technologies Inc.

(this "Charter")

I. PURPOSE

The Audit Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Matador Technologies Inc. (the "Corporation") to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:

conduct such reviews and discussions with management and the independent auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;
assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;
ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;
review the quarterly and annual financial statements and management's discussion and analysis of the Corporation's financial position and operating results and report thereon to the Board for approval of same;
select and monitor the independence and performance of the Corporation's outside auditors (the "Independent Auditors"), including attending at private meetings with the Independent Auditors and reviewing and approving all renewals or dismissals of the Independent Auditors and their remuneration; and
provide oversight to related party transactions entered into by the Corporation.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Independent Auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties. The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval. In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.

II. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

(b) set and pay the compensation for advisors employed by the Committee; and
(c) communicate directly with the internal and external auditors.

III. COMPOSITION AND MEETINGS

The Committee and its membership shall meet all applicable legal and listing requirements, including, without limitation, those of the TSX Venture Exchange, the Business Corporations Act (Ontario) and all applicable securities regulatory authorities.
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.
Each member of the Committee shall be “financially literate” (as defined by applicable securities laws and regulations).
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two of the members of the Committee present either in person or by telephone shall constitute a quorum.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours' notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.
The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as it may see fit, from time to time, to attend at meetings of the Committee.

The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Audit Committee shall require the approval of the Board prior to implementation.

IV. RESPONSIBILITIES

A. Financial Accounting and Reporting Process and Internal Controls

The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable Canadian accounting standards and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review and approve the interim financial statements. With respect to the annual and interim financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the Independent Auditors as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.
The Committee shall review management's internal control report and the evaluation of such report by the Independent Auditors, together with management's response.
The Committee shall review the financial statements, management's discussion and analysis relating to annual and interim financial statements, annual and interim earnings press releases and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.
The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than the public disclosure referred to in subsection IV.A.3, and periodically assess the adequacy of these procedures.
The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.
The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management's response and subsequent follow-up to any identified weaknesses.

The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
The Committee shall establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
The Committee shall provide oversight to related party transactions entered into by the Corporation.

B. Independent Auditors

The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.
The Committee shall pre-approve all audit and non-audit services (including, without limitation, the review of any interim financial statements of the Corporation by the Independent Auditors at the discretion of the Committee) not prohibited by law to be provided by the Independent Auditors.
The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit.
The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit, and receive and review the auditor’s interim review reports.
The Committee shall obtain timely reports from the Independent Auditors describing critical accounting policies and practices, alternative treatments of information within applicable Canadian accounting principles that were discussed with management, their ramifications, and the Independent Auditors' preferred treatment and material written communications between the Corporation and the Independent Auditors.
The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.

The Committee shall monitor and assess the relationship between management and the external auditors, and monitor and support the independence and objectivity of the external auditors.

C. Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

SCHEDULE B

OPTION PLAN RESOLUTIONS

BE IT RESOLVED THAT:

the existing stock option plan of the Company (the "Option Plan") be amended to (i) provide for the reservation for issuance thereunder, and under all other equity compensation plans of the Company, of up to an aggregate of 20,153,097 common shares; and (ii) provide that a stock option may only be granted to eligible participants engaged in Investor Relations Activities (as defined in the Option Plan) under the Option Plan if the number of common shares reserved for issuance under that stock option, when combined with the number of common shares reserved for issuance under all stock options granted in any 12 month period before the applicable grant date thereof to all Investor Relations Participants (as defined in the Option Plan), does not exceed, in aggregate, 2% of the outstanding common shares on the grant date (collectively, the "Amendments");
the Option Plan, as amended to give effect to the Amendments, be authorized and approved as the stock option plan of the Company, subject to any limitations imposed by applicable regulations, laws, rules and policies; and
any officer or director of the Company is authorized and directed to execute and deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such officer or director may be necessary or desirable to give effect to this resolution.

SCHEDULE C

RSU/PSU PLAN RESOLUTIONS

BE IT RESOLVED THAT:

the existing restricted share unit and performance share unit plan of the Company (the "RSU/PSU Plan") be amended to provide for the reservation for issuance thereunder, and under all other equity compensation plans of the Company, of up to an aggregate of 20,153,097 common shares (the "Amendments");
the RSU/PSU Plan, as amended to give effect to the Amendments, be authorized and approved as the restricted share unit and performance share unit plan of the Company, subject to any limitations imposed by applicable regulations, laws, rules and policies; and
any officer or director of the Company is authorized and directed to execute and deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such officer or director may be necessary or desirable to give effect to this resolution.

SCHEDULE D

BY-LAW RESOLUTIONS

A new By-Law No. 1a substantially in the form attached hereto as Exhibit “I” be authorized and approved as the new By-Law of the Company; and
any officer or director of the Company is authorized and directed to execute and deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such officer or director may be necessary or desirable to give effect to this resolution.

APPENDIX I

BY-LAW NO. 1A

A by-law relating generally to the conduct of the business and affairs

MATADOR TECHNOLOGIES INC.

(the "Corporation")

TABLE OF CONTENTS

SECTION ONE - INTERPRETATION 1
SECTION TWO - BUSINESS OF THE CORPORATION 2
SECTION THREE - BORROWING AND DEBT OBLIGATIONS 3
SECTION FOUR - DIRECTORS 4
SECTION FIVE - COMMITTEES 7
SECTION SIX - OFFICERS 8
SECTION SEVEN - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 10
SECTION EIGHT - SHARES 11
SECTION NINE - DIVIDENDS AND RIGHTS 13
SECTION TEN - MEETINGS OF SHAREHOLDERS 14
SECTION ELEVEN - NOTICES 18
SECTION TWELVE - EFFECTIVE DATE 20

SECTION ONE

INTERPRETATION

1.01 In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

(a) "Act" means the Business Corporations Act (Ontario) and includes the Regulations made pursuant thereto and any statute substituted therefor, as amended from time to time;

(b) "appoint" includes "elect" and vice versa;

(c) "articles" means the articles of incorporation of the Corporation as amended, supplemented or restated from time to time;

(d) "board" means the board of directors of the Corporation and "director" means a member of the board;

(e) "by-laws" means this by-law and all other by-laws in force and effect from time to time;

(f) "Corporation" means the corporation incorporated by articles under the Act;

(g) "day" means a clear day and a period of days shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday;

(h) "meeting of shareholders" includes an annual or other general meeting of shareholders and a special meeting of shareholders;

(i) "non-business day" means Saturday, Sunday and any other day that is a holiday as defined in the Legislation Act (Ontario) as from time to time amended;

(j) "person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in their capacity as trustee, executor, administrator, or other legal representative;

(k) "recorded address" means in the case of a shareholder their address as recorded in the register of the shareholders; and in the case of joint shareholders the address appearing in the register of shareholders in respect of such joint holding or the first address so appearing if there are more than one; and in the case of an officer, auditor or member of a committee of the board, their latest address as recorded in the records of the Corporation; and in the case of a director, their latest address as recorded in the records of the Corporation or in the most recent notice filed under

the Corporations Information Act (Ontario), as amended whichever is more current.

(l) "signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by or pursuant to Section 12.01; and

(m) "unanimous shareholder agreement" means a written agreement among all the shareholders of the Corporation or among all such shareholders and one or more persons who are not shareholders, or a written declaration of the beneficial owner of all of the issued shares of the Corporation, that restricts, in whole or in part, the powers of the directors to manage or supervise the management of the business and affairs of the Corporation as from time to time amended.

Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; words imparting the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.

WHERE ANY PROVISION IN THIS BY-LAW CONFLICTS WITH ANY PROVISION OF A UNANIMOUS SHAREHOLDER AGREEMENT THE PROVISION OF SUCH UNANIMOUS SHAREHOLDER AGREEMENT SHALL GOVERN.

SECTION TWO

BUSINESS OF THE CORPORATION

2.01 CORPORATE SEAL. The Corporation may have one or more different seals which may be adopted or changed from time to time by resolution of the board. Until changed by resolution of the board, the Corporation shall carry on business without a seal.

2.02 FINANCIAL YEAR END. The financial year end of the Corporation shall end on such date in each year as shall be determined from time to time by ordinary resolution of the board.

2.03 EXECUTION OF INSTRUMENTS. Subject to Section 2.04, deeds, transfers, assignments, contracts, obligations, certificates, and other instruments may be signed on behalf of the Corporation by any two directors or officers of the Corporation. The board may, from time to time, direct by resolution the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any authorized officer may affix the corporate seal of the Corporation, if any, to any instrument requiring same.

2.04 BANKING ARRANGEMENTS. The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions, delegations, powers or designations of authority to any one or more persons as the board may from time to time prescribe or authorize.

2.05 VOTING RIGHTS IN OTHER BODIES CORPORATE. The signing officers of the Corporation may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the person or persons signing or arranging for them. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.06 DIVISIONS. The board may cause the business and operations of the Corporation or any part thereof to be divided or segregated into one or more divisions upon such basis, including without limitation, character or type of business or operations, geographical territories, product lines or goods or services as the board may consider appropriate in each case. From time to time the board or, if authorized by the board, the chief executive officer and/or the president may authorize, upon such basis as may be considered appropriate in each case:

(a) SUB-DIVISION AND CONSOLIDATION – The further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;

(b) NAME – The designation of any such division or sub-unit by, and the carrying on of the business and operation of any such division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and order for goods and services issued or made by or on behalf of the Corporation; and

(c) OFFICERS – The appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any such officer so appointed without prejudice to such officer's rights under any employment contract or in law, provided that any such officers shall not, as such, be officers of the Corporation, unless expressly designated as such.

SECTION THREE
BORROWING AND DEBT OBLIGATIONS

3.01 BORROWING POWER. Without limiting the borrowing powers of the Corporation as set forth in the Act, the board may from time to time on behalf of the Corporation, without authorization of shareholders:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell or pledge bonds, debentures, notes or other similar obligations, secured or unsecured of the Corporation;

(c) to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(d) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidence of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

3.02 DELEGATION. The board may from time to time delegate to a committee of the board, one or more of the directors and officers of the Corporation, or any other person as may be designated by the board all or any of the powers conferred on the board by Section 3.01 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.

SECTION FOUR

DIRECTORS

4.01 NUMBER OF DIRECTORS AND QUORUM. Until changed in accordance with the Act, the board shall consist of the number of directors within the minimum and maximum number of directors provided for in the articles. Except as provided under Section 4.17, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the number of directors determined in the manner set forth above; provided that where the board consist of fewer than three directors, all directors shall constitute a quorum at any meeting of the board.

4.02 QUALIFICATION. The following persons are disqualified from being a director of the Corporation: (i) a person who is less than 18 years of age, (ii) a person who has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere, (iii) a person who is not an individual, or (iv) a person who has the status of bankrupt. A director need not be a shareholder.

4.03 ELECTION AND TERM. The election of directors shall take place at the first meeting and each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The election may be by ordinary resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.04 REMOVAL OF DIRECTORS. Subject to the provisions of the Act, the shareholders may, by ordinary resolution passed at an annual meeting or special meeting called for such purpose, remove any director or directors from office and the vacancy created by such removal may be filled at the same meeting failing which, provided a quorum remains in office, it may be filled by the board. Where the holders of any class or series of shares of the Corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

4.05 VACATION OF OFFICE. A director ceased to hold office when, (i) the director dies, (ii) the director is removed from office by the shareholders, (iii) the director ceases to be

qualified for election as a director, or (iv) the director's written resignation is received by the Corporation or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.06 VACANCIES. Subject to the provisions of the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number or, except as set out hereunder, in the maximum number of directors, as the case may be, or a failure to elect the number of directors required to be elected at any meeting of shareholders. Where the articles provide for a minimum and maximum number of directors and a special resolution has been passed empowering the directors to determine the number of directors, the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the number of directors required by Section 4.01, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

4.07 ACTION BY THE BOARD. Subject to any unanimous shareholder agreement, the board shall manage or supervise the management of the affairs and business of the Corporation. Subject to Section 4.08, the powers of the board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. Where the Corporation has only one director, that director may constitute a meeting.

4.08 MEETINGS BY TELEPHONE OR OTHER ELECTRONIC MEANS. If all the directors of the Corporation present at or participating in a meeting consent, a meeting of the board or of a committee of the board may be held by means of telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such meeting by such means is deemed for the purposes of the Act to be present at that meeting. Any consent so given shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board.

4.09 PLACE OF MEETINGS. Meetings of the board may be held at any place within or outside Ontario and, in any financial year of the Corporation, any or all of the meetings of the board may be held at any place outside Canada.

4.10 CALLING OF MEETINGS. Meetings of the board shall be held from time to time at such place at such time and on such day as the board, the chairperson of the board, the president or any two directors may determine.

4.11 NOTICE OF MEETING. Notice of the time and place of each meeting of the board shall be given in the manner provided in Section 12.01 to each director, not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not

specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. A director may in any manner and at any time waive a notice of or otherwise consent to a meeting of the board and, subject to the Act, attendance of a director at a meeting of the board is a waiver of notice of the meeting.

4.12 FIRST MEETING OF NEW BOARD

Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.13 ADJOURNED MEETING

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.14 REGULAR MEETINGS

The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.15 CHAIRPERSON

The chairperson of any meeting of the board shall be the first named of such of the following officers as have been appointed and who is a director and is present at the meeting: chairperson of the board, managing director (if any), president or a vice-president. If no such officer is present, the directors present shall choose one of their numbers to be chairperson.

4.16 VOTES TO GOVERN

At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairperson of the meeting shall not be entitled to a casting vote.

4.17 CONFLICT OF INTEREST

A director of the Corporation who is a party to, or who is a director or an officer of, or has a material interest in, any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose the nature and extent of their interest at the time and in the manner provided by the Act. Any such contract or transaction or proposed contract or transaction shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the board or the shareholders. Such director shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve such contract or transaction or proposed contract or proposed transaction unless the contract or transaction is:

(a) one relating primarily to their remuneration as a director of the Corporation or an affiliate;
(b) one for indemnity or insurance as specified under the Act; or
(c) one with an affiliate.

If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of such director's interest in such contract or transaction, the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution. Where all the directors are required to make disclosure under this section, the contract or transaction may be approved only by the shareholders.

4.18 REMUNERATION AND EXPENSES

Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine, including such reimbursement for travel and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

4.19 RESOLUTION IN WRITING BY DIRECTORS

A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of the directors unless a written statement or written representation with respect to the subject matter of the resolution is submitted by a director or the auditor, respectively, in accordance with the Act. A resolution in writing may be signed by the directors in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same resolution in writing, and by a director using an electronic signature, in which case the other directors, the Corporation and the shareholders are entitled to rely on such electronic signature as conclusive evidence that such resolution in writing has been duly executed by such director.

4.20 ONLY ONE DIRECTOR

Where the Corporation has only one director, that director may constitute a meeting.

SECTION FIVE COMMITTEES

5.01 COMMITTEES OF THE BOARD

The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those powers which pertain to items which, under the Act, a committee of the board has no authority to exercise. A majority of the members of any such committee shall be resident Canadians.

5.02 TRANSACTION OF BUSINESS

Subject to the provisions of Section 4.09, the powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at such place or places designated in Section 4.09.

5.03 ADVISORY COMMITTEES

The board may from time to time appoint such advisory bodies as it may deem advisable.

5.04 PROCEDURE. Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairperson, and to regulate its procedure.

5.05 LIMITS ON AUTHORITY. Despite any other provision of the by-laws, no managing director and no committee of directors has authority to:

(a) submit to the shareholders any question or matter requiring the approval of the shareholders;

(b) fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive officers, however designated, the chief financial officer, however designated, the chairperson or the president of the Corporation;

(d) declare dividends;

(e) purchase, redeem or otherwise acquire shares issued by the Corporation;

(f) pay a commission referred to in the Act;

(g) approve a management information circular referred to in the Act;

(h) approve a take-over bid circular, directors' circular or issuer bid circular referred to in the Securities Act (Ontario);

(i) approve any financial statements referred to in the Act and the Securities Act (Ontario);

(j) approve an amalgamation between the Corporation and (i) its holding body corporate, (ii) any one or more of its subsidiaries, and (iii) any one or more corporations where the Corporation and any such corporation are subsidiaries of the same holding body corporate; and

(k) adopt, amend or repeal by-laws.

SECTION SIX

OFFICERS

6.01 APPOINTMENT. Subject to any unanimous shareholder agreement, the board may from time to time elect or appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer, and such other officers as the board may determine, including one or more assistants to any of the officers so elected or appointed. The board may specify the duties of and, in accordance with the by-laws and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs

of the Corporation. Subject to Sections 6.02 and 6.03, an officer may but need not be a director, and one person may hold more than one office.

6.02 CHAIRPERSON OF THE BOARD

The board may from time to time also appoint a chairperson of the board who shall be a director. If so appointed, the board may assign to the chairperson any of the powers and duties that are by any provisions of the by-laws assigned to the managing director or to the president, and the chairperson shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. If appointed, the chairperson of the board shall, if present, preside at all meetings of the board and, in the absence of the president, at all meetings of shareholders. During the absence or disability of the chairperson of the board, the chairperson's duties shall be performed and the chairperson's powers exercised by the managing director (if any) or by the president.

6.03 MANAGING DIRECTOR

The board may from time to time also appoint a managing director who shall be a director. If appointed, the managing director shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and shall, subject to the provisions of the Act and Section 5.05, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

6.04 PRESIDENT

If appointed, the president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation; and shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office and shall be the chief executive officer.

6.05 VICE-PRESIDENT

A vice-president shall have such other powers and duties as the board or chief executive officer may prescribe.

6.06 SECRETARY

The secretary shall attend and be the secretary of all meetings of the board (or arrange for another individual to so act), shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat. The secretary shall give or cause to be given, as and when instructed, all notices to directors, shareholders, auditors and members of committees of the board. The secretary shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and shall have such other duties as the board or the chief executive officer may prescribe.

6.07 TREASURER

The treasurer shall keep proper accounting records in compliance with the Act and, under the direction of the board, shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation. The treasurer shall render to the board whenever required an account of all transactions as treasurer and of the financial position of the Corporation; and shall have such other duties as the board or the chief executive officer may prescribe.

6.08 POWERS AND DUTIES OF OTHER OFFICERS. The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

6.09 VARIATION OF POWERS AND DUTIES. The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

6.10 TERM OF OFFICE. The board, in its discretion, may remove any officer of the Corporation, without prejudice to any officer's rights under any employment contract. Otherwise each officer elected or appointed by the board shall hold office until their successor is elected or appointed, or until such officer's earlier resignation.

6.11 TERMS OF EMPLOYMENT AND REMUNERATION. The terms of employment and the remuneration of an officer elected or appointed by the board shall be settled by the board from time to time.

6.12 CONFLICT OF INTEREST. An officer shall disclose such officer's interest in any material contract or transaction or proposed material contract or transaction with the Corporation in accordance with Section 4.17 and the Act.

6.13 AGENTS AND ATTORNEYS. The board shall have power to appoint agents or attorneys for the Corporation within or outside Canada with such powers of management, administration or otherwise (including the power to sub-delegate) as may be thought fit, subject to the provisions of the Act.

6.14 FIDELITY BONDS. The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their power and duties, in such form and with such surety as the board may from time to time determine.

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 LIMITATION OF LIABILITY. Every director or officer of the Corporation in exercising their powers and discharging their duties to the Corporation shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation, through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of such director's or officer's office or

in relation thereto; unless the same are occasioned by such director's or officer's own willful neglect or fault, provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and regulations thereunder or from liability imposed upon such director or officer by the Act.

7.02 INDEMNITY. Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Corporation or other entity, if:

(a) such individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interest of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that the individual's conduct was lawful.

The Corporation shall also indemnify such person in such circumstances as the Act permits or requires. Nothing in the by-laws shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of the by-laws.

7.03 INSURANCE. Subject to the limitations contained in the Act, the Corporation may purchase and maintain insurance for the benefit of any individual referred to in Section 7.02 against such liabilities and in such amounts as the board may from time to time determine and as are permitted by the Act.

SECTION EIGHT SHARES

8.01 ALLOTMENT. Subject to the Act, the articles and any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such time and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 COMMISSIONS. The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of such person purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 TRANSFER AGENTS AND REGISTRARS. The board may from time to time appoint, for each class of securities issued by the Corporation, (a) a trustee, transfer agent or other agent to keep the securities register and the register of transfers and one or more persons to

keep branch registers, and (b) a registrar, trustee or agent to maintain a record of issued security certificates and, subject to the Act, one person may be appointed for the purposes of clauses (a) and (b) in respect of all securities of the Corporation or any class or classes thereof. The board may at any time terminate such appointment.

8.04 REGISTRATION OF A SHARE TRANSFER

Subject to the provisions of the Act, no transfer of a share shall be registered in a securities register except upon surrender of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fee, not to exceed $3.00, prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in Section 9.05.

8.05 LIEN FOR INDEBTEDNESS

The Corporation shall have a lien on the shares registered in the name of a shareholder or the shareholder's legal representative for a debt of the shareholder owed to the Corporation, to the extent of such debt; and such lien may be enforced, subject to any other provision of the articles or to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

8.06 NON-RECOGNITION OF TRUSTS

The Corporation shall be entitled to treat the registered holder of a share as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the shares, and otherwise to exercise all the rights and powers of a holder of the share.

8.07 SHARE CERTIFICATES

Every shareholder is entitled, at the option of such shareholder, to a share certificate in respect of the shares held by such shareholder that complies with the Act or to a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate from the Corporation in respect of the shares held by such shareholder. A share certificate shall be signed in accordance with Section 2.04 and need not be under the corporate seal; provided that, unless the board otherwise orders, certificates representing shares in respect of which a transfer agent or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent or registrar. The signature of one of the signing officers or, in the case of share certificates which are not valid unless countersigned by or on behalf of a transfer agent or registrar, the signatures of both signing officers may be printed or mechanically reproduced upon share certificates and every such printed or mechanically reproduced signature shall for all purposes be deemed to be the signature of the officer whose signature is so reproduced and shall be binding upon the Corporation. If a share certificate contains a printed or mechanically reproduced signature of an individual, the Corporation may issue the share certificate notwithstanding that the individual has ceased to hold office and the share certificate is as valid as if such individual were in office at the date of its issue.

8.08 REPLACEMENT OF SHARE CERTIFICATES

The board or any officer or agent designated by the board may in their discretion direct the issue of a new share certificate in lieu

of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate that has been lost, apparently destroyed or wrongfully taken on payment of such fee, not exceeding $3.00, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.09 JOINT SHAREHOLDERS. If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.10 DECEASED SHAREHOLDERS. In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof, except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agent.

SECTION NINE

DIVIDENDS AND RIGHTS

9.01 DIVIDENDS. Subject to the provisions of the Act and the articles, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.

9.02 DIVIDEND PAYMENT. A dividend payable in cash shall be paid electronically by direct deposit, other electronic means or by a cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and if paid by cheque, mailed by prepaid ordinary mail to such registered holder at the recorded address of such holder, unless such holder otherwise directs. In the case of joint holders any cheque issued shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at their recorded address. The mailing of such cheque, unless the same be not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.03 NON-RECEIPT OF CHEQUES. In the event of non-receipt of any dividend cheque by the person to whom it is sent, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS. The board may fix in advance a date, preceding by not more than 50 days of the date for the payment of any dividend or the date for the issue of any warrant or other evidence of right to subscribe for securities of the

Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities; and notice of any such record date, unless waived in accordance with the Act, shall be given not less than seven days before such record date in the manner provided for by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

9.05 UNCLAIMED DIVIDENDS. Any dividend unclaimed after a period of two years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01 ANNUAL MEETINGS. The annual meeting of shareholders shall be held at such time and on such day in each year and, subject to Section 11.03, at such place as the board, the chairperson of the board, the managing director (if any) or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors (unless the Corporation is exempted under the Act from appointing an auditor), and for the transaction of such other business as may properly be brought before the meeting.

10.02 SPECIAL MEETINGS. The board, the chairperson of the board, the managing director (if any) or the president shall have power to call a special meeting of shareholders at any time.

10.03 PLACE OF MEETINGS. Subject to the articles and any unanimous shareholder agreement, meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the head office is situate or, if the board shall so determine, at some other place within or outside Ontario.

10.04 MEETING HELD BY ELECTRONIC MEANS. The persons who are authorized to call a meeting of shareholders may determine that the meeting shall be held, in accordance with the Act, by means of a telephonic, electronic or other communications facility that permits all participants to communicate instantaneously and simultaneously with each other during the meeting. Any shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act to be present at the meeting.

10.05 NOTICE OF MEETINGS. Notice of the time and place of each meeting of shareholders shall be given in the manner provided in SECTION Twelve not less than 10 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than the consideration of minutes of an earlier meeting, consideration of the financial statements and auditor's report thereon (if any),

election of directors and re-appointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasonable judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders, and, subject to the Act, attendance of any such shareholder or any such other person is a waiver of notice of the meeting.

10.06 LIST OF SHAREHOLDERS ENTITLED TO NOTICE

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting in accordance with the Act. If a record date for the meeting is fixed pursuant to Section 11.07, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.07 RECORD DATE FOR NOTICE

The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, as the record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall, unless waived in accordance with the Act, be given not less than seven days before such record date, by newspaper advertisement in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, the day on which the meeting is held.

10.08 MEETINGS WITHOUT NOTICE

A meeting of shareholders may be held without notice at any time and any place permitted by the Act or the articles (a) if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of, or otherwise consent to, such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such meeting any business may be transacted which the Corporation at a meeting of shareholders may transact.

10.09 CHAIRPERSON, SECRETARY AND SCRUTINEERS

The chairperson of any meeting of shareholders shall be the first named of such of the following officers as have been appointed and who is present at the meeting: managing director, president, chairperson of the board, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose

one of their number to be chairperson. If the secretary of the Corporation is absent, the chairperson shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairperson with the consent of the meeting.

10.10 PERSONS ENTITLED TO BE PRESENT

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation, if any, and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.

10.11 PARTICIPATION IN MEETING BY ELECTRONIC MEANS

Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act and the by-laws, by means of telephonic, electronic or other communications facilities that permits all participants to communicate instantaneously and simultaneously with each other during the meeting, provided the Corporation makes available such telephonic, electronic or communications facility. A person participating in such a meeting is deemed to be present at the meeting and may vote, in accordance with the Act, by means of the telephonic, electronic or other communications facilities that the Corporation has made available for that purpose.

10.12 QUORUM

Subject to the Act and to Section 10.23, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for an absent shareholder so entitled, and together holding or representing by proxy not less than 10% of the outstanding shares entitled to vote at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

10.13 RIGHT TO VOTE

Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for which the Corporation has prepared the list referred to in Section 11.06, every person who is named in such list shall be entitled to vote the shares shown thereon opposite their name at the meeting to which such list relates. At any meeting of shareholders for which the Corporation has not prepared the list referred to in Section 11.06, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.

10.14 PROXYHOLDERS AND REPRESENTATIVES

Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be a shareholder, to attend and act as the shareholder's representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or the shareholder's attorney or, if the shareholder is a body corporate, by an officer or attorney of such shareholder duly authorized

and shall conform to the requirements of the Act. Alternatively, a shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder's behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairperson of the meeting. Any such proxyholder or representative need not be a shareholder.

10.15 TIME FOR DEPOSIT OF PROXIES

The board may fix in advance a time, not exceeding 48 hours (excluding non-business days) preceding the time of any meeting or adjourned meeting of shareholders, before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice, unless it has been received by the secretary of the Corporation or by the chairperson of the meeting or any adjournment thereof prior to the time of voting.

10.16 JOINT SHAREHOLDERS

If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if more than one of those persons are present in person or represented by proxy and vote, they shall vote together as one of the shares jointly held by them.

10.17 VOTES TO GOVERN

At any meeting of shareholders every question shall, unless otherwise required by the articles, the by-laws or by law, be determined by the majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairperson of the meeting shall not be entitled to a second or casting vote.

10.18 SHOW OF HANDS

Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

10.19 BALLOTS

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairperson of the meeting or any person who is present and entitled to vote, whether as shareholder, proxyholder or representative, on such questions at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairperson of the meeting shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken, each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided

by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.20 ELECTRONIC VOTING

Despite Sections 10.18 and 10.19, voting at a meeting of shareholders may be held, in accordance with the Act, by telephonic or electronic means, if the Corporation makes available such a communications facility, provided the facility (i) enables the votes to be gathered in a manner that permits their subsequent verification, and (ii) permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each person entitled to vote on the question voted.

10.21 ADJOURNMENT

The chairperson at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournment for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.22 RESOLUTION IN WRITING BY SHAREHOLDERS

A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of the shareholders unless a written statement or written representation with respect to the subject matter of the resolution is submitted by a director or the auditor, respectively, in accordance with the Act. A resolution in writing may be signed by the shareholders in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same resolution in writing, and by a shareholder using an electronic signature, in which case the other shareholders, the Corporation and the directors are entitled to rely on such electronic signature as conclusive evidence that such resolution in writing has been duly executed by such shareholder.

10.23 ONLY ONE SHAREHOLDER

Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented by proxy constitutes a meeting.

SECTION ELEVEN NOTICES

11.01 METHOD OF GIVING NOTICES

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given (i) if delivered personally to the person to whom it is to be given, or (ii) if delivered to such person's recorded address, or (iii) if mailed to such person at such person's recorded address by prepaid air or ordinary mail, or (iv) if sent to such person at such person's recorded address by any means of prepaid transmitted or recorded communication, or (v) if sent to such person at such person's information system by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario). A notice so delivered shall be deemed to have been given and received when it is delivered personally or to the recorded address as provided above; a notice so

mailed shall be deemed to have been given when deposited in a post office or public letter box and deemed to have been received on the fifth day after mailing; a notice sent by means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch; and a notice sent by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario) shall be deemed to have been given when it enters an information system outside the sender's control or, if the sender and the addressee use the same information system, when it becomes capable of being retrieved and processed by the addressee and shall be deemed to have been received (i) if the addressee has designated or uses an information system for the purpose of receiving notices, when it enters the information system and becomes capable of being retrieved and processed by the addressee, or (ii) if the addressee has not designated or does not use an information system for the purpose of receiving notices, when the addressee becomes aware of the notice in the addressee's information system and it becomes capable of being retrieved and processed by the addressee. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee in accordance with any information believed by the secretary to be reliable.

11.02 NOTICE TO JOINT HOLDERS

If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03 UNDELIVERED NOTICES

If any notice given to a shareholder pursuant to Section 12.01 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until the shareholder informs the Corporation in writing of the shareholder's new address.

11.04 COMPUTATION OF TIME

In computing the date when notice must be given under any provision of the by-laws requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

11.05 OMISSIONS AND ERRORS

The accidental omission to give any notice to any shareholder, director, officer, auditor, or member of a committee of the board, or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom such person derives their title to such share prior to such person's name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which the person became so entitled) and prior to such person furnishing to the Corporation proof of authority or evidence of such person's entitlement prescribed by the Act.

11.07 WAIVER OF NOTICE. Any shareholder, proxyholder, representative, other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to such person under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be.

SECTION TWELVE

EFFECTIVE DATE

12.01 EFFECTIVE DATE. This by-law shall come into force when made by the board in accordance with the Act.

12.02 REPEAL. All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles or predecessor charter documents of the Corporation obtained pursuant to, any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue good and valid except to the extent inconsistent with this by-law and until amended or repealed.

MADE the 26th day of February 2025.

"Signed"
Deven Soni

"Signed"
Donato Sferra