2026 AGM Materials - Information Circular

This information is given as of January 12, 2026, unless otherwise stated.

This information circular is furnished in connection with the solicitation of proxies by the management of Global Education Communities Corp. (the "Company") for use at the annual general meeting (the "Meeting") of the shareholders of the Company, to be held at the time and place and for the purposes set forth in the accompanying notice of meeting/notice and access notification and at any adjournment thereof.

The enclosed instrument of proxy is solicited by management. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. The cost of solicitation will be borne by the Company. None of the directors of the Company have advised that they intend to oppose any action intended to be taken by management as set forth in this information circular. The Company is using the notice and access provisions of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") to deliver the information circular to its registered shareholders.

The instrument of proxy must be dated and be signed by the registered shareholder or by their attorney in writing, or, if the shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

On any poll, the persons named in the enclosed instrument of proxy will vote the shares in respect of which they are appointed and, where directions are given by the shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

The record date for determination of the holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting is January 12, 2026 (the "Record Date"). Only shareholders whose names have been entered in the register of common shareholders at the close of business on the Record Date ("Registered Shareholders") will be entitled to receive notice of, and to vote at, the Meeting.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as "OBOs". In accordance with the requirements of NI 54-101, the Company has elected to send the notice of meeting, this information circular and the proxy (collectively, the "Meeting Materials") directly to the NOBOs, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them. The Company does not intend to pay for an Intermediary to deliver Meeting Materials to OBOs. Accordingly, OBOs will not receive the Meeting Materials unless their Intermediary assumes the costs of delivery.

Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

1. be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

2. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of common shares beneficially owned by the Non-Registered Holder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Trust Company of Canada at 320 Bay Street, 14thFloor, Toronto, Ontario M5H 4A6 not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of holding the Meeting or adjournment thereof.

In either case, the purpose of these procedures 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 a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered.

The Meeting Materials are being sent to both Registered Shareholders and Non-Registered Holders. If you are a Non-Registered Holder, and the Company or its agent has sent the Meeting Materials directly to you, your name and address and information about your holding of common shares of the Company have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

By choosing to send the Meeting Materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the voting instruction form.

All references to shareholders in the Meeting Materials are to Registered Shareholders unless specifically stated otherwise.

The Company is using the notice and access process under NI 54-101 ("Notice and Access") for the delivery to shareholders of the Meeting Materials. Accordingly, the Meeting Materials will be delivered by posting them on the Company's website at https://gechq.com/investors/#list-regulatory_filings. The Meeting Materials will be available on the Company's website for one year and will also be available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Shareholders who wish to receive paper copies of the Meeting Materials may request them by calling the Company at 604 871 9909 or toll free at 1 888 563 6649. To receive paper copies in advance of the proxy deposit deadline, the Company must receive the request no later than 4 p.m. (Pacific Time) on February 6, 2026. In accordance with the requirements of NI 54-101, the Company has elected to send requested paper copies of the Meeting Materials directly to the NOBOs, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding requested paper copies of the Meeting Materials to each OBO, unless the OBO has waived the right to receive them. The Company does not intend to pay for an Intermediary to deliver Meeting Materials to OBOs. Accordingly, OBOs will not receive paper copies of the Meeting Materials unless their Intermediary assumes the costs of delivery.

The Company is authorized to issue 150,000,000 common shares without par value. At the close of business on January 12, 2026, 68,420,540 common shares without par value of the Company were issued and outstanding, each share carrying the right to one vote. At a meeting of shareholders of the Company, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each common share held.

Only shareholders of record at the close of business on January 12, 2026 who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the heading "Appointment and Revocation of Proxies" will be entitled to have their shares voted at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying 10% or more of the outstanding voting rights of the Company except as follows:

(1) As reported on the System for Electronic Disclosure by Insiders (https://www.sedi.ca).

(2) Of the common shares shown, 10,002,522 common shares are held by two corporations of which Toby Chu is the principal.

Other than as disclosed elsewhere in this information circular and other than the election of directors or the appointment of auditors, to the knowledge of management of the Company, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, 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.

For the purposes of this information circular, "informed person" means:

1. a director or executive officer of the Company;

2. a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

3. any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and

4. the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

No informed person, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director has or has had any material interest, direct or indirect, in any transaction undertaken by the Company since the commencement of its last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

In this section "named executive officer" ("NEO") for the Company's financial year ended August 31, 2025 ("Fiscal 2025") means:

1. the chief executive officer (or an individual who acted in a similar capacity) of the Company (the "CEO");

2. the chief financial officer (or an individual who acted in a similar capacity) of the Company (the "CFO");

3. each of the three other most highly compensated executive officers of the Company or any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity (except those whose total salary and bonus does not exceed $150,000); and

4. each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of Fiscal 2025.

During Fiscal 2025, the Company had four NEOs, namely Toby Chu, Paul Harman, Dennis Huang, and Victor Tesan.

All currency references herein are expressed in Canadian dollars unless otherwise specified.

Compensation Review Process

The Company's compensation committee (the "Compensation Committee") reviews and recommends the compensation for the NEOs. The Compensation Committee follows a compensation philosophy that aligns the NEOs' interests with those of the Company's shareholders and seeks to provide incentives designed to ensure that the Company attracts, retains and motivates key talents in the education and real estate industry.

The Compensation Committee believes that a total compensation package including consulting fee, bonus and equity-based incentives is appropriate in achieving its objectives. The Company does not have any predetermined performance goals for its NEOs but expects each NEO to serve the Company and its shareholders to the best of their abilities, putting shareholder interests and value first in all their decision making.

Each of the NEOs is compensated primarily by a consulting fee or salary that is negotiated between the Compensation Committee and the NEO. The rationale of providing a consulting fee or salary is to reward the NEO's time spent on the Company and its development and provide a reasonable incentive for the NEO to focus their attention on the Company. Subject to the fluctuating value of stock options, the cash remuneration paid to NEOs is the largest component in the total compensation package.

Bonuses are awarded to NEOs whose performance exceeds the Compensation Committee's expectations. The grant of bonuses is determined on an annual basis by the Compensation Committee. The bonus component in the total compensation package seeks to provide NEOs the motivation to exceed expectations placed on them to further enhance shareholder value.

In order to further align NEOs' interests with those of shareholders, stock options may be granted to NEOs. The number of stock options granted to each NEO is proposed by management but ultimately determined by the Compensation Committee and will be based on the NEO's performance, their consulting fee or salary, and the Company's share price at the time these stock options are granted. The Compensation Committee believes that providing NEOs a vested equity interest in the Company helps align the interests of the NEOs with those of the shareholders.

Risk Management

The board of directors of the Company (the "Board") has not considered the implications of the risks associated with the Company's compensation policies and practices.

The Company has not adopted a policy forbidding directors or officers from purchasing financial instruments designed to hedge or offset a decrease in market value of the Company's securities granted as compensation or held, directly or indirectly, by directors or officers. The Company is not, however, aware of any directors or officers having entered into this type of transaction.

During Fiscal 2025, the Company had in place a "rolling" stock option and stock bonus plan (the "2023 Plan"), last approved by the shareholders of the Company at the annual general meeting of the Company held on February 10, 2023.

The purpose of granting stock options is to assist the Company in compensating, attracting, retaining and motivating its executive officers and to closely align the personal interests of such persons to that of the shareholders. In determining the number of options to be granted to the executive officers, the Compensation Committee will take into account the number of options, if any, previously granted to each executive officer and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the Toronto Stock Exchange (the "TSX").

See "Incentive Plan Awards - Outstanding Option Based Awards" below for details of the option-based awards outstanding as at August 31, 2025.

The Company's common shares trade on the TSX under the symbol 'GEC'. Assuming an initial investment of $100.00, the following graph illustrates the cumulative total shareholder return on the Company's common shares relative to the cumulative total return on the S&P/TSX Composite Index over the five most recently completed financial years. There is no assumption for the reinvestment of dividends as none were declared.

The above graph shows a downward trend in the performance of the Company's stock from the 2021 to 2024 financial years with a recovery in the 2025 financial year. Likewise, the total compensation payable to NEOs follows the same downward trend with an increase in the 2025 financial year. The decrease in total compensation, in part, was due to the financial performance of the Company which over the same period shown in the graph was impacted by COVID-19 and resulting actions such as the border shutdown, inflation and interest rate hikes. While total executive compensation increased in the most recently completed financial year, the average was in line with the labour market for retaining specialized knowledge in the education and student-housing development sectors. At the same time, the S&P/TSX Composite Index increased marginally year-over-year.

As discussed above, compensation of the NEOs is comprised of different elements, including elements that do not directly correlate to the market price of the Company's common shares, such as base salary, as well as elements that more closely correlate to the Company's performance and financial condition, such as medium-term and long-term incentives. The elements of executive compensation are designed to attract and retain quality executives to manage the growth and development of the business. Stock options form an important component of the initial compensation package offered to attract qualified individuals to a position with the Company, with the number of stock options granted varying with the position level.

The Compensation Committee reviews and recommends the compensation for the Company's executive officers. This committee also oversees the Company's general compensation and benefits policies. The Compensation Committee has adopted a charter which sets out its duties and responsibilities.

A compensation consultant or advisor has not been retained, at any time since the Company's most recently completed financial year, to assist the Board or the Compensation Committee in determining compensation for any of the Company's directors or executive officers.

Composition of the Compensation Committee

Pursuant to its charter, the Compensation Committee is required to be comprised of at least two directors, all of whom must be independent subject to any exceptions permitted under National Instrument 52-110 Audit Committees ("NI 52-110"). Currently, the members of the Compensation Committee are Tony David, Derek Feng (chair) and May Hsu, each of whom the Board has determined is independent within the meaning of section 1.4 of NI 52-110.

Relevant Education and Experience

Tony David is a retired oral maxillofacial surgeon. Dr. David has gained a variety of investment experience by managing his own investment portfolio.

Derek Feng has acquired and overseen many businesses, requiring an in-depth understanding of the evaluation of senior executives and determination of their compensation. In addition, he was previously a member of the compensation committee of another public company.

May Hsu is a management consultant and, in such role, has developed an in-depth understanding of the evaluation of senior executives and determination of their compensation.

The Compensation Committee has adopted a charter which delegates certain powers and duties to the Compensation Committee including recommendation of compensation of executive officers and directors and oversight of the general compensation structure, including the 2023 Plan. See also "Compensation Discussion and Analysis" above.

The following table sets forth all annual and long-term compensation for services paid to or earned by the NEOs during the three most recently completed financial years.

Summary Compensation Table

(1) The value of the option-based awards reflects the fair value of options granted on the date of grant. The fair value was computed using the Black Scholes option pricing model because it is considered to be the most commonly used option pricing model and is considered to produce a reasonable estimate of fair value.

(2) Mr. Harman was appointed as CFO effective August 1, 2023.

(3) Mr. Tesan was enrolled in a defined contribution plan with a subsidiary of the Company. Mr. Tesan ceased to be the chief operating officer of the Company on August 7, 2025.

During Fiscal 2025, the Company did not have any share-based awards other than stock options.

On February 10, 2023, the Company's shareholders approved the 2023 Plan, whereby a maximum of 10% of the issued common shares of the Company (the "Shares"), from time to time, may be reserved for issuance pursuant to the exercise of stock options (the "Stock Option Limit"), inclusive of previously granted stock options.

Directors and officers of the Company and its subsidiaries, employees of the Company and its subsidiaries, any other person or company engaged to provide ongoing management or consulting services for the Company or for any entity controlled by the Company, and any person who is providing ongoing management or consulting services to the Company or to any entity controlled by the Company indirectly through a company that is providing management or consulting services is eligible to receive stock options under the 2023 Plan.

The purpose of the 2023 Plan is to attract, retain and motivate management, directors, employees and other service providers by providing them with an opportunity, through share options, to acquire an interest in the Company and benefit from its growth.

As of the date hereof, an aggregate of 4,050,000 stock options are outstanding representing approximately 5.89% of the Company's issued and outstanding Shares. As of the date hereof, 2,824,004 options are available for grant representing approximately 4.11% of the Company's 68,740,040 issued and outstanding Shares.

The material terms of the 2023 Plan are as follows:

1. The term of any options granted under the 2023 Plan will be fixed by the Compensation Committee, or any other committee of the Board established to monitor and recommend on compensation matters, or in the absence of any such committee, the Board itself (the applicable body hereinafter referred to as the "Plan Committee") at the time such options are granted, provided that options will not be permitted to exceed a term of ten years. Except where not permitted by the TSX, where an option expires during a black-out period, or within 10 business days following the end of a black out period (the "Black-Out Expiration Term"), the term of the option will be extended to the date which is five business days following the end of the Black-Out Expiration Term.

2. The Plan Committee may place limits on the maximum number of Shares which may be issuable pursuant to options granted under the 2023 Plan to any particular optionee or category of optionees.

3. The exercise price of any options granted under the 2023 Plan will be determined by the Plan Committee but shall not be less than the average closing price of the Shares on the five trading days (on which at least one board lot of Shares was traded) preceding the grant of such options (the "Market Price").

4. Options granted under the 2023 Plan will be subject to such vesting provisions as the Plan Committee in its sole discretion shall determine. The Company may, during the term of any option, give at least 30 days' notice in writing to the optionees that (i) all options outstanding under the 2023 Plan that have not vested as at the time of the notice are immediately deemed vested, or (ii) all options outstanding under the 2023 Plan that have not been exercised shall cease and terminate and be of no further force and effect unless the optionees exercise such options before their termination on the 30thday after delivery of the notice.

5. All options will be non-assignable and non-transferable except in limited circumstances. Specifically, options granted to a non-individual may be assigned or transferred to an individual who is an owner, director or employee of that optionee, and options granted to an individual may be assigned or transferred to an entity of which that individual is an owner, director or employee or which would be eligible to be granted options.

6. The Company is restricted from issuing in any one-year period, or having issuable at any time, to insiders more than 10% of the issued and outstanding Shares when combined with all of the Company's other security-based compensation arrangements with insiders, unless the Company obtains disinterested shareholder approval pursuant to the policies of the TSX.

7. The 2023 Plan does not provide for a maximum number of securities which may be issued to an individual pursuant to the 2023 Plan and any other share compensation arrangement (expressed as a percentage or otherwise).

8. If an optionee ceases to be a director or officer of the Company or its subsidiaries or an employee or other service provider, each option held by the optionee shall be exercisable in respect of that number of option Shares that have vested pursuant to the terms of the option agreement governing such option as follows:

   1. if the optionee, or in the case of an option granted to any optionee who satisfies the definition of service provider, the optionee's employer, ceases to be employed or engaged by the Company and any of its subsidiaries (including by way of voluntary resignation or retirement as a director, officer or service provider), each option held by the optionee shall be exercisable in respect of that number of option Shares that have vested pursuant to the terms of the option agreement governing such option at any time up to but not after the earlier of the expiry date of that option and the date on which the optionee gives notice that

      he/she/it will cease to be employed or engaged by the Company or any of its subsidiaries or by a service provider or, if such notice is not given, then the date on which he/she/it ceases to be a service provider or a director or officer of the Company and its subsidiaries;

   2. notwithstanding paragraph (a) above, if the optionee ceases to be a director or officer of the Company and any of its subsidiaries or a service provider due to death or disability or, in the case of an optionee that is a company, the death or disability of the person who provides management or consulting services to the Company or to any subsidiary of the Company, each option held by the optionee shall be exercisable in respect of that number of options that have vested pursuant to the terms of the option agreement governing such option at any time up to but not after the earlier of the expiry date of that option and the date which is 12 months after the date of death or disability; and

   3. notwithstanding paragraph (a), if the optionee, or, in the case of an option granted to an optionee who satisfies the definition of service provider, the optionee's employer:

      1. ceases to be employed or engaged by the Company and any of its subsidiaries for cause, as that term is determined by the Board, or interpreted by the courts of the jurisdiction in which the optionee or optionee's employer is employed or engaged if subject to court review;

      2. ceases to be a director or officer of the Company and any of its subsidiaries or a service provider by order of any securities commission, recognized stock exchange, or any regulatory body having jurisdiction to so order;

      3. ceases to provide investor relations services if the optionee's primary function with the Company was the provision of such services; or

      4. ceases to be eligible to hold office as a director of the Company and any of its subsidiaries under the provisions of the applicable corporate statute,

         each option held by the optionee shall be exercisable in respect of that number of Shares that have vested pursuant to the terms of the option agreement governing such option at any time up to but not after the earlier of the expiry date of that option and the date on which the optionee ceases to be a director or officer of the Company and any of its subsidiaries or a service provider.

9. The Company may amend or terminate the terms and conditions of the 2023 Plan or any option agreement, as applicable, by resolution of the Plan Committee without obtaining shareholder approval (the "Amendment Procedure"). Any amendment to the 2023 Plan will apply to options granted after the effective date of such amendment, provided that it may apply to any outstanding options with the mutual consent of the Company and the optionees to whom such options have been granted. Without limiting the generality of the foregoing, the Plan Committee may use the Amendment Procedure without seeking shareholder approval when:

   1. altering, extending or accelerating the terms and conditions of vesting of any options;

   2. extending the expiry date of options (other than options held by insiders);

   3. accelerating the expiry date of options;

   4. amending or modifying the mechanics of exercise of options as set forth in section 4 of the 2023 Plan, provided however, if no corresponding stock appreciation right ("SAR") was granted, payment in full of the option price for the Shares shall not be so amended or modified;

   5. effecting amendments of a "housekeeping" or administerial nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error, inconsistency or omission in or from the 2023 Plan or any option agreement;

   6. effecting amendments necessary to comply with the provisions of applicable laws (including, without limitation, the rules, regulations and policies of the TSX);

   7. effecting amendments respecting the administration of the 2023 Plan;

   8. effecting amendments necessary to suspend or terminate the 2023 Plan; and

   9. any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations, and policies of the TSX).

      Shareholder approval, or disinterested shareholder approval (if applicable) pursuant to the rules and policies of the TSX, will be required for the following types of amendments:

      1. amendments that increase the number of Shares or Bonus Shares (hereinafter defined) issuable under the 2023 Plan, except such increases by operation of section 6 of the 2023 Plan;

      2. any reduction in the option price of an option held by an insider at the time of the proposed amendment;

      3. any extension of the expiry date of an option held by an insider at the time of the proposed extension; and

      4. other amendments required to be approved by shareholders under applicable law or pursuant to the rules, regulations and policies of the TSX.

10. The Plan Committee may grant SARs to any optionee in conjunction with any grant of options. Each grant of SARs shall be confirmed within the option agreement pertaining to such options. An optionee may only exercise a SAR at the same time, and to the same extent, that the option related thereto is exercisable. Upon the exercise by an optionee of any SAR, the corresponding portion of the related option shall be surrendered to the Company. On the exercise of a SAR, the optionee shall be entitled to receive such quantity of Shares equal to the excess, if any, of (i) the Market Price of Shares entitled to be acquired upon exercise of such option as of the date of exercise of the option, over (ii) the exercise price of such option. For clarity, and by way of example only, if an optionee is granted options to purchase 10,000 Shares at $1.00, he may choose to exercise such option and the corresponding SAR when the Shares are trading at $1.50, and thereby receive in consideration for the surrender of such option receive 3,333 Shares [((10,000 x $1.50) - (10,000 x

    $1.00)) / $1.50]. The provisions of the 2023 Plan applicable to options apply equally to SARs. No SAR may be exercised beyond the stated expiry date of the corresponding option. SARs shall terminate and cease to be exercisable on the termination of the corresponding option. SARs shall not be transferable except to the extent the corresponding option is transferable.

11. The Plan Committee may allot, issue and deliver Shares ("Bonus Shares"), from time to time in each calendar year, in such amounts as the Plan Committee deems fit, in an aggregate annual amount of up to 2% of the number of issued and outstanding Shares as at December 31stof the year in respect of which the Bonus Shares are being issued, to those directors and officers of the Company or any of its subsidiaries and service providers whom the Plan Committee deems to have provided extraordinary contributions to the advancement of the Company. The Bonus Shares will be issued in consideration of the fair value of the extraordinary contribution to the Company by the

    recipient, as determined by the Plan Committee, in its discretion, and shall be issued at a deemed price determined by the Plan Committee at the time of issuance of such Bonus Shares, but such price shall not be less than the Market Price on the trading day immediately preceding the day on which the Bonus Shares are issued. No Bonus Shares shall be issued at a time when it is unlawful to fix the price for such Bonus Shares. The Bonus Shares available for distribution in any year will be included in the calculation of the Stock Option Limit unless their exclusion is approved by disinterested shareholder approval pursuant to the policies of the TSX.

12. Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a "Share Reorganization") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each option:

    1. the option price will be adjusted to a price per Share which is the product of:

       1. the option price in effect immediately before that effective date or record date; and

       2. a fraction the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

    2. the number of unissued option Shares will be adjusted by multiplying (i) the number of unissued option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in paragraph (a)(ii) above.

13. Subject to the prior approval of the TSX, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares:

    1. shares of the Company, other than the Shares;

    2. evidence of indebtedness;

    3. any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or

    4. rights, options or warrants,

       then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a "Special Distribution"), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each option, the option price will be reduced, and the number of unissued option Shares will be correspondingly increased, by such amount, if any, as is determined by the Plan Committee in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Shares as a result of such Special Distribution.

14. Whenever there is:

    1. a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in paragraphs 11 and 12 above;

    2. a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or

    3. a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation,

       (any such event being herein called a "Corporate Reorganization"), the optionee will have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the 2023 Plan) and will accept on the exercise of such option, in lieu of the unissued option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of all unissued option Shares.

15. If a bona fide offer (an "Offer") for Shares is made to shareholders of the Company generally or to a class of shareholders which includes the optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) of the Securities Act (British Columbia), the Company shall, immediately upon receipt of notice of the Offer, notify each optionee of full particulars of the Offer, whereupon all options outstanding under the 2023 Plan that have not vested at the time of such Offer will become immediately vested and any such option may be exercised in whole or in part by the optionee so as to permit the optionee to tender the Shares received upon such exercise, pursuant to the Offer.

    However, if:

    1. the Offer is not completed within the time specified therein; or

    2. all of the Shares tendered by the optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

       then the Shares received upon such exercise, or in the case of clause (b) above, the Shares that are not taken up and paid for, may be returned by the optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Shares, the option shall be reinstated as if it had not been exercised and the terms upon which such Shares were to become vested pursuant to this section shall be reinstated. If any Shares are returned to the Company under this paragraph, the Company shall immediately refund the option price to the optionee for such Shares.

16. If, at any time when an option granted under the 2023 Plan remains unexercised, an Offer is made by an offeror, the Plan Committee may declare, upon notifying each optionee of full particulars of the Offer, that all options outstanding under the 2023 Plan that have not vested at the time of such declaration are immediately deemed vested and that all options outstanding under the 2023 Plan that have not been exercised shall cease and terminate and be of no further force and effect unless the optionees exercise such options before their termination on the date when Shares must be tendered pursuant to the Offer, provided such Offer is completed.

17. In the event of a change of control (as defined in the 2023 Plan), all options outstanding under the 2023 Plan that have not vested at the time of such change of control will become immediately vested, whereupon optionees holding such options may immediately exercise in whole or in part such options. Furthermore, the Plan Committee may, upon notifying each optionee of a change of control, declare that all options outstanding under the 2023 Plan that have not been exercised shall cease and terminate and be of no further force and effect unless the optionees exercise such options before their termination on the date on which the change of control occurs, provided such change of control does occur.

    However, if the change of control does not occur, the Shares received upon such exercise may be returned by the optionee to the Company and the Company shall reinstate such returned Shares as authorized but unissued Shares, reinstate the option(s) in respect of such returned Shares as if it had not been exercised and reinstate the terms upon which such shares were to become vested pursuant to the relevant option agreement.

    If any Shares are returned to the Company under this item 17, the Company shall immediately refund the exercise price to the optionee for such Shares.

    Reference should be made to the full text of the 2023 Plan, a copy of which may be requested from the Company's CFO, Paul Harman, at 777 West Broadway, Suite 1200, Vancouver, BC V5Z 4J7 (email: paul.harman@gechq.com; telephone: 604 871 9909 ext 304) until the second business day immediately preceding the date of the Meeting.

    During Fiscal 2025, the Company granted, in aggregate, 900,000 stock options to the NEOs. There were no re-pricings of stock options under the 2023 Plan or otherwise during Fiscal 2025.

    The approximate annual burn rate under the 2023 Plan (being the Company's sole security based compensation arrangement in place during Fiscal 2025) is as follows:

    Fiscal Year Ended	Burn Rate
    August 31, 2023	0%
    August 31, 2024	1.48%
    August 31, 2025	3.11%

    The following table discloses the particulars of the option-based awards granted to the NEOs under the 2023 Plan or otherwise which were outstanding as at August 31, 2025.

    Outstanding Option-Based Awards

    Name of NEO	Option-Based Awards
    	Number of Securities Underlying Unexercised Options Exercisable/Unexercisable as at August 31, 2025	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the-Money(1)Options ($) Exercisable/Unexercisable as at August 31, 2025
    Toby Chu(2)	50,000/150,000	0.22	May 7, 2030	8,500/25,500
    	50,000/150,000	0.28	November 6, 2029	5,500/16,500
    	75,000/75,000	0.38	October 1, 2028	750/750
    	200,000/Nil	0.53	May 26, 2027	Not-in the money
    Paul Harman	50,000/150,000	0.22	May 7, 2030	8,500/25,500
    	50,000/150,000	0.28	November 6, 2029	5,500/16,500
    	25,000/25,000	0.38	October 1, 2028	250/250
    	50,000/Nil	0.53	May 26, 2027	Not-in the money
    Dennis Huang	50/000/Nil	0.53	May 26, 2027	Not-in the money
    Victor Tesan	25,000/75,000	0.28	November 6, 2029	2,750/8,250
    	25,000/25,000	0.38	October 1, 2028	250/250
    	100,000/Nil	0.53	May 26, 2027	Not-in the money

    (1) "In-the-Money" means the excess of the market value of the Company's shares on August 31, 2025 over the exercise price of the options. The last closing price of the Company's common shares on the TSX during Fiscal 2025 was $0.39.

    (2) Of the options shown, 450,000 were granted to a corporation of which Toby Chu is the principal.

    The following table summarizes the value of each incentive plan award vested or earned by each NEO during Fiscal 2025.

    Incentive Plan Awards - Value Vested or Earned During the Year

    Name of NEO	Option-based awards -value vested during the financial year ended August 31, 2025(1) ($)	Share-based awards -value vested during the financial year ended August 31, 2025(2) ($)	Non-equity incentive plan compensation - value earned during the financial year ended August 31, 2025 ($)
    Toby Chu	1,000	N/A	N/A
    Paul Harman	1,000	N/A	N/A
    Dennis Huang	Nil	N/A	N/A
    Victor Tesan	Nil	N/A	N/A

    (1) Value vested is calculated as the dollar value that would have been realized had the option been exercised on the date it was vested less the related exercise price multiplied by the number of vesting shares.

    (2) This amount is the dollar value realized calculated by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

    Pension Plan Benefits

    The Company does not have any pension or retirement plan. However, one of the Company's subsidiaries1does offer a defined contribution plan (the "DCP"). The following table sets out certain information concerning the DCP with respect to Fiscal 2025.

    Name of NEO	Accumulated value at start of year ($)	Compensatory ($)	Accumulated value at year end ($)
    Toby Chu	N/A	N/A	N/A
    Paul Harman	N/A	N/A	N/A
    Dennis Huang	N/A	N/A	N/A
    Victor Tesan	27,014	4,856	31,870

    1 This subsidiary was sold in August 2025.

    Pension Disclosure

    The following discussion concerning the Sprott Shaw College Group Retirement Savings Plan (the "RSP"), a registered retirement savings plan maintained by Sprott Shaw College Corp. ("SSCC"), is based on information available to the Company as of August 7, 2025. On August 7, 2025, the Company completed the sale of SSCC and as a result, the RSP is no longer sponsored or maintained by the Company or any of its subsidiaries.

    Employees are eligible to join the plan following the completion of one year of continuous employment with SSCC. Members are required to contribute by payroll deduction an amount up to 3% of base salary earnings (excluding any bonuses which may be paid to the member from time to time). SSCC contributes, on behalf of members, a 100% match of member contributions.

    All member required contributions must remain in the RSP while the member remains employed, with the exception of amounts withdrawn for the purpose of participating in the federal government's Home Buyers' or Lifelong Learning Plan(s). Members who retire or terminate employment with SSCC may elect to open a registered retirement savings plan account with the RSP provider, transfer their assets to another registered plan at a financial institution selected by the member, receive benefit payments equal in the aggregate to the vested portion of their member account, or receive a lump sum cash payment (subject to withholding tax).

    Termination and Change of Control Benefits

    Except as disclosed below, the Company does not have any compensatory plans, contracts or arrangements that provide for payments to a NEO at, following or in connection with any termination, resignation, retirement, a change in control of the Company or a change in a NEO's responsibilities.

    Toby Chu

    The Company entered into an executive consulting agreement dated January 1, 2017 and amended December 11, 2023 (the "Consulting Agreement") with Concordia Financial Management Corp. ("Concordia"), a private British Columbia Company wholly owned by Toby Chu. Concordia, exclusively through Toby Chu, provides services as president, CEO and chairman of the Company in exchange for the payment by the Company of a current monthly fee of $26,000. The arrangement may be terminated by the Company paying, at the time of giving the termination notice, a lump sum contract termination fee equivalent to 84 multiplied by the then applicable monthly fee, plus any bonus applicable for the year in which such termination occurs and accrued but unpaid bonus for any prior year. Therefore, the lump sum contract termination fee that Mr. Chu would be entitled to receive if the employment agreement had been terminated on August 31, 2025 is $2,184,000.

    Compensation of Directors

    Compensation for the NEOs has been disclosed in the "Summary Compensation Table" above. The Company pays its directors a fee for acting as such. The directors of the Company are also eligible to receive stock option grants.

    The Company has a stock option plan for the granting of incentive stock options to certain persons including directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders. See "Incentive Plan Awards" above.

    The following table discloses the particulars of the compensation provided to the directors of the Company (excluding any director who is a NEO) in Fiscal 2025.

    Director Compensation Table

    Director Name	Fees Earned ($)	Share-Based Awards ($)	Option-Based Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
    Tony David	13,962(2)	N/A	23,000	N/A	N/A	N/A	36,962
    Derek Feng	13,962 (2)	N/A	23,000	N/A	N/A	N/A	36,962
    May Hsu	13,962 (2)	N/A	23,000	N/A	N/A	N/A	36,962
    Troy Rice	30,716 (3)	N/A	23,000	N/A	N/A	N/A	53,716
    Shane Weir	13,962 (2)	N/A	23,000	N/A	N/A	N/A	36,962

    (1) The value of the option-based awards reflects the fair value of options granted on the date of grant. The fair value was computed using the Black Scholes option pricing model because it is considered to be the most commonly used option pricing model and is considered to produce a reasonable estimate of fair value.

    (2) Fees of US$2,500 per calendar quarter were paid. The Company used a CAD/USD exchange rate of $1.3962.

    (3) Fees of US$5,500 per calendar quarter were paid. The Company used a CAD/USD exchange rate of $1.3962.

    The following table discloses the particulars of the option-based awards granted to the directors (who are not NEOs) under the 2023 Plan which were outstanding as at August 31, 2025.

    Outstanding Option-Based Awards

    Director Name	Option-Based Awards
    	Number of Securities Underlying Unexercised Options Exercisable/Unexercisable as at August 31, 2025	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In- the-Money(1)Options ($) Exercisable/Unexercisable as at August 31, 2025
    Tony David	25,000/75,000	0.22	May 7, 2030	4,250/12,750
    	25,000/75,000	0.28	November 6, 2029	2,750/8,250
    	50,000/50,000	0.38	October 1, 2028	500/500
    	100,000/Nil	0.53	May 26, 2027	Not in-the-money
    Derek Feng	25,000/75,000	0.22	May 7, 2030	4,250/12,750
    	25,000/75,000	0.28	November 6, 2029	2,750/8,250
    	50,000/50,000	0.38	October 1, 2028	500/500
    	100,000/Nil	0.53	May 26, 2027	Not in-the-money

    Director Name	Option-Based Awards
    	Number of Securities Underlying Unexercised Options Exercisable/Unexercisable as at August 31, 2025	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In- the-Money(1)Options ($) Exercisable/Unexercisable as at August 31, 2025
    May Hsu	25,000/75,000	0.22	May 7, 2030	4,250/12,750
    	25,000/75,000	0.28	November 6, 2029	2,750/8,250
    	50,000/50,000	0.38	October 1, 2028	500/500
    	100,000/Nil	0.53	May 26, 2027	Not in-the-money
    Troy Rice	25,000/75,000	0.22	May 7, 2030	4,250/12,750
    	25,000/75,000	0.28	November 6, 2029	2,750/8,250
    	50,000/50,000	0.38	October 1, 2028	500/500
    	100,000/Nil	0.53	May 26, 2027	Not in-the-money
    Shane Weir	25,000/75,000	0.22	May 7, 2030	4,250/12,750
    	25,000/75,000	0.28	November 6, 2029	2,750/8,250
    	50,000/50,000	0.38	October 1, 2028	500/500
    	100,000/Nil	0.53	May 26, 2027	Not in-the-money

    (1) "In-the-money" means the excess of the market value of the Company's shares on August 31, 2025 over the exercise price of the options. The last closing price of the Company's common shares on the TSX during Fiscal 2025 was $0.39.

    The following table summarizes the value of each incentive plan award vested or earned by each director (who is not a NEO) under the Company's stock option plan as at August 31, 2025.

    Incentive Plan Awards - Value Vested or Earned During the Year

    Director Name	Option-based awards -value vested during the financial year ended August 31, 2025(1) ($)	Share-based awards -value vested during the financial year ended August 31, 2025(2) ($)	Non-equity incentive plan compensation - value earned during the financial year ended August 31, 2025 ($)
    Tony David	500	N/A	N/A
    Derek Feng	500	N/A	N/A
    May Hsu	500	N/A	N/A
    Troy Rice	500	N/A	N/A
    Shane Weir	500	N/A	N/A

    (1) Value vested is calculated as the dollar value that would have been realized had the option been exercised on the date it vested less the related exercise price multiplied by the number of vesting shares.

    (2) This amount is the dollar value realized which is calculated by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    During Fiscal 2025, the 2023 Plan was the only equity compensation plan under which securities were authorized for issuance. The following table sets forth information with respect to the 2023 Plan as at the end of Fiscal 2025.

    Plan category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
    Equity compensation plans approved by securityholders	4,050,000	0.35	2,824,004 (1)
    Equity compensation plans not approved by securityholders	Nil	N/A	Nil
    Total	4,050,000		2,824,004 (1)

    (1) This figure is based on the total number of shares authorized for issuance under the Company's stock option plan, less the number of stock options issued under such plan which were outstanding as at the last day of Fiscal 2025. As at August 31, 2025, the Company was authorized to issue options for the purchase of a total of 6,874,004 common shares of the Company.

    Ratification of Omnibus Incentive Plan

    By resolutions dated January 12, 2026, the Board approved, subject to approval of the Company's shareholders, an omnibus equity incentive plan (the "2026 Plan"), which will replace the 2023 Plan.

    Shareholders of the Company will be asked to approve the 2026 Plan at the Meeting. A copy of the 2026 Plan is attached as Schedule "A" hereto and will be presented to the shareholders of the Company at the Meeting. Capitalized terms used in this section which are not otherwise defined shall have the meanings given to such terms in the 2026 Plan.

    Pursuant to the 2026 Plan, a maximum of 10% of the issued common shares of the Company, from time to time, may be reserved for issuance under the 2026 Plan, inclusive of previously granted stock options under the 2023 Plan.

    The material terms of the 2026 Plan are as follows:

18. The 2026 Plan shall be administered and interpreted by the Board or, if applicable, by any person appointed by the Board to administer the 2026 Plan (the "Plan Administrator").

19. Subject to adjustment in accordance with item 19 hereof, the securities that may be acquired by an Eligible Participant who has been granted an Award (a "Participant") under the 2026 Plan shall consist of authorized but unissued Shares.

20. The Company may grant stock options of the Company ("Options") and restricted share units of the Company ("RSUs") to any director, executive officer, employee or Consultant of the Company or any of its subsidiaries (the "Eligible Participants"). The Company may also grant deferred share units of the Company ("DSUs", and together with the Options and RSUs, the "Awards") to Eligible Participants who are, at the applicable time, directors of the Company (an "Electing Person").

21. The maximum number of Shares reserved for issuance, in the aggregate, under the 2026 Plan is equal to 10% of the number of Shares issued and outstanding, less any Shares underlying outstanding Options granted under the 2023 Plan or other security-based compensation arrangement of the Company. The 2026 Plan is considered to be an "evergreen" plan as Shares of the Company covered by Awards which have been exercised or settled, as applicable, will be available for subsequent grant under the 2026 Plan and the number of Awards that may be granted under the 2026 Plan increases if the total number of issued and outstanding Shares of the Company increases.

22. No new grants of Options will be made under the 2023 Plan.

23. The Company is restricted from issuing in any one-year period, or having issuable at any time, to insiders more than 10% of the issued and outstanding Shares when combined with all of the Company's other security-based compensation arrangements with insiders.

24. The 2026 Plan does not provide for a maximum number of securities (expressed as a percentage or otherwise) which may be issued to an individual pursuant to the 2026 Plan and any other share compensation arrangement.

25. The exercise price of any Options granted under the 2026 Plan will be determined by the Board but shall not be less than the closing price of the Shares on the trading day immediately prior to the date of grant of the Option (the "Market Value"). RSUs and DSUs awarded under the 2026 Plan do not have an exercise price, given the nature of these awards.

26. The Board has the sole discretion to determine the relevant vesting provisions (including any specified performance criteria, the satisfaction of which is a condition for vesting) applicable to the grant of Options and RSUs, provided that no RSUs shall vest until at least one year following their date of grant. The Plan Administrator has the authority to determine any vesting terms applicable to the grant of DSUs, provided that no DSUs shall vest until at least one year following their date of grant.

27. The term of any Options granted under the 2026 Plan will be determined by the Board at the time such Options are granted, provided that Options will not be permitted to exceed a term of five years. The Board has the sole discretion to determine the maximum period during which any vested RSU may remain outstanding prior to settlement (the "Restriction Period").

28. The Board may, in its sole discretion at any time, grant a Participant the ability to exercise an Option on a "cashless exercise" basis (the "Cashless Exercise Right"), pursuant to which the Participant will be entitled to receive that number of Shares equal to the quotient obtained by:

    1. subtracting the Option exercise price from the aggregate Market Value per Share on the trading day immediately prior to the exercise of the Cashless Exercise Right and multiplying the remainder by the number of Options;

    2. subtracting the amount of Tax Obligations applicable to the Options; and

    3. dividing the net amount by the Market Value per Share on the trading day immediately prior to the exercise of the Cashless Exercise Right.

29. A holder of RSUs may elect to redeem a portion (and only such portion) of the holder's vested RSUs for a cash amount equal to the Tax Obligations (as defined in the 2026 Plan) associated with the aggregate number of RSUs to be redeemed, in lieu of receiving Shares for such RSUs.

30. The Board may determine, from time to time, to pay all or a portion of the total compensation payable by the Company during the applicable financial year to an Electing Person for services as a member of the Board (the "Director Fees") and of a committee of the Board in the form of DSUs, rather than in cash. In addition, each Electing Person has the right to elect to receive any remaining Director Fees in the form of DSUs. The number of DSUs granted at any particular time is calculated by dividing the amount of the Director Fees to be paid in DSUs by the Market Value of a Share on the date of grant of the DSU.

31. Outstanding Awards will be treated as follows upon the occurrence of the following events:

    1. Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for Cause (as defined in the 2026 Plan), all vested and unvested Options granted to the Participant immediately terminate and become void, and all unvested RSUs are forfeited and cancelled as of the Termination Date (as defined in the 2026 Plan).
    2. Termination not for Cause. Upon a Participant ceasing to be an Eligible Participant as a result of the termination by the Corporation without Cause of the employment or service relationship with the Company or a subsidiary of the Company (each, a "Subsidiary"), all unvested Options immediately terminate and become void, and any vested Options remain exercisable until the earlier of 60 days following the termination date and the expiry date of the Option, unless otherwise determined by the Board, in its sole discretion. With respect to RSUs relating to a Restriction Period in progress, if the Board determines that the vesting conditions for such RSUs are not met, all unvested RSUs shall be forfeited and cancelled and, if the Board determines that such vesting conditions are met, the RSUs shall be settled, subject to adjustment based on the number of completed months of service during the Restriction Period.
    3. Resignation. Upon a Participant ceasing to be an Eligible Participant as a result of the Eligible Participant's resignation from the Company or a Subsidiary, all unvested Options are immediately terminated and become void and all vested Options remain exercisable until the earlier of 30 days following the termination date and the expiry date of the Option. All unvested RSUs are forfeited and cancelled as of the Termination Date.
    4. Permanent Disability. Upon a Participant ceasing to be an Eligible Participant by reason of permanent disability, all unvested Options immediately terminate and become void and all vested Options remain exercisable until the earlier of 90 days following the date the Participant ceases his or her employment or service relationship with the Company or any Subsidiary by reason of permanent disability and the expiry date of the Option. All RSUs shall be treated in accordance with paragraph (b) above as that paragraph applies to RSUs.
    5. Death. Upon a Participant ceasing to be an Eligible Participant by reason of death, all vested Options remain exercisable until the earlier of six months following the Participant's death and the expiry date of the Options. All RSUs shall be treated in accordance with paragraph (b) above as that paragraph applies to RSUs.
    6. Leave of Absence. Upon a Participant electing a voluntary leave of absence of more than 12 months, all vested Options shall remain exercisable until the applicable exercise date or an earlier date determined by the Board. All RSUs shall be treated in accordance with paragraph (b) above as that paragraph applies to RSUs.

32. Except as specifically provided in the agreement or certificate evidencing the grant of an Award, each Award granted under the 2026 Plan will be non-assignable and non-transferable, except by will or by the laws of succession of the domicile of the deceased Participant.

33. The Board may from time to time amend or revise the terms of the 2026 Plan or any granted Award without the consent of the Participants provided that such amendment or revision shall:

    1. not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the 2026 Plan;

    2. be in compliance with applicable law and with the prior approval, if required, of a Stock Exchange (as defined in the 2026 Plan), or any other regulatory body having authority over the Company; and

    3. be subject to shareholder approval, where required by law or the requirements of a Stock Exchange provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Company make the following amendments to the 2026 Plan:

       1. any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;

       2. any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;

       3. any amendment regarding the effect of termination of a Participant's employment or engagement;

       4. any amendment which accelerates the date on which any Option may be exercised under the 2026 Plan;

       5. any amendment necessary to comply with applicable law or the requirements of a Stock Exchange or any other regulatory body;

       6. any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the 2026 Plan, correct or supplement any provision of the 2026 Plan that is inconsistent with any other provision of the 2026 Plan, correct any grammatical or typographical errors or amend the definitions in the 2026 Plan;

       7. any amendment regarding the administration of the 2026 Plan;

       8. any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury, or adopt a clawback provision applicable to equity compensation; and

       9. any other amendment that does not require the approval of the shareholders of the Company under the 2026 Plan.

34. Shareholder approval will be required for the following types of amendments:

1. any increase to the maximum number of Shares issuable under the 2026 Plan, except in the event of an adjustment pursuant to item 19 hereof;

2. except in the case of an adjustment pursuant to item 19 hereof, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price;

3. any amendment which extends the expiry date of any Award, or the Restriction Period of any RSU beyond the original expiry date or Restriction Period;

4. any amendment which increases the maximum number of Shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the 2026 Plan and any other proposed or established security-based compensation arrangement of the Company in a one-year period, except in case of an adjustment pursuant to item 19 hereof;

5. any amendment to the definition of an Eligible Participant under the 2026 Plan; and

6. any amendment to the provisions of the amending provisions of the 2026 Plan,

provided that Shares held directly or indirectly by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval.

1. Unless otherwise determined by the Board, the Company shall not offer financial assistance to any Participant in regards to the exercise of any Award granted under the 2026 Plan.

2. Whenever the Company subdivides the outstanding Shares into a greater number of Shares, consolidates all outstanding Shares into a lesser number of Shares, reclassifies, reorganizes of makes any other change affecting the Shares, completes any merger, amalgamation or consolidation of the Company with or into another corporation or distributes to all holders of Shares or other securities of the Company cash, evidences of indebtedness or other assets of the Company, or completes any other transaction having a similar effect, the Board shall in its sole discretion, determine the appropriate adjustments or substitutions to be made in order to maintain the economic rights of the Participants in respect of their outstanding Awards, including:

   1. adjustments to the exercise price of the Award without any change in the total price applicable to the unexercised portion of the Award;

   2. adjustments to the number of Shares to which the Participant is entitled upon exercise of such Award; or

   3. adjustments to the number of kind of Shares reserved for issuance pursuant to the 2026 Plan.

3. In the event of a Change of Control (as defined in the 2026 Plan) resulting from the completion of a Change of Control Transaction (as defined in the 2026 Plan), all unvested Awards shall immediately vest and become exercisable. In the event of a potential Change of Control Transaction, the Board has the sole discretion to modify the terms of the 2026 Plan and/or the Awards to assist the Participants to participate in such Change of Control Transaction, including terminating Awards or allowing conditional exercise of vested Options. If, however, the potential Change of Control Transaction is not completed within the time specified therein, (i) any conditional exercise of vested Options is deemed void and original Award terms are reinstated. If the event of a Change of Control that does not result from a Change of Control Transaction and within 12 months a Participant who was also an officer, or employee of, or Consultant to, the Company prior to such Change of Control has their position, or their employment or consulting agreement terminated, or the Participant is constructively dismissed, all their unvested Awards immediately vest and remain exercisable until the earlier of the expiry date of the Awards and the date that is 90 days after such termination or dismissal.

No Awards have been granted by the Company under the 2026 Plan as at the date hereof. As at the date hereof, the Company is authorized to issue 2,792,054 Shares under the 2026 Plan, being the number of Shares equal to 10% of the number of Shares currently issued and outstanding in the capital of the Company, less the number of Shares reserved for issuance upon exercise of stock options granted under the 2023 Plan which are currently outstanding.

See "Particulars of Matters to be Acted Upon - Ratification of Omnibus Incentive Plan and Approval of Unallocated Options, Rights and Other Entitlements".

As of August 8, 2025, the TSX accepted for filing the Company's notice of intention to make a normal course issuer bid (the "Acceptance"). Pursuant to the Acceptance, the Company is authorized to purchase, through the facilities of the TSX, up to 4,357,586 of its common shares representing approximately 5.93% of the 67,440,040 common shares which were issued and outstanding and approximately 9.18% of the 43,575,869 common shares which were in the public float, as defined in the TSX Company Manual, as at the close of business on July 31, 2025, to a maximum aggregate acquisition cost of approximately

$1,000,000 (the "NCIB"). The Acceptance is for the 12-month period beginning on August 13, 2025 and ending on August 12, 2026.

Subject to prescribed exceptions, the Company is permitted to purchase up to 7,226 common shares per day, representing 25% of the average daily trading volume of 28,905 common shares per day during the six months ending July 31, 2025. Share purchases under the NCIB are conducted through the facilities of the TSX and other Canadian marketplaces/alternative trading systems. The actual number of shares purchased, and the timing of any such purchases, is determined by the Company in accordance with the rules of the TSX.

The Company is conducting the NCIB because management believes that purchases under the NCIB constituted a desirable use of its funds on the basis that market prices of its common shares do not, from time to time, fully reflect the value of the Company's business and future business prospects. A total of 364,500 common shares were purchased under the NCIB during the period from August 13, 2025 to January 12, 2026 (inclusive).

The NCIB is being conducted through Mackie Research Capital Corp. of Vancouver, British Columbia.

A copy of the NCIB notice filed with the TSX may be obtained without charge by contacting the CFO, Paul Harman, at 777 West Broadway, Suite 1200, Vancouver, BC V5Z 4J7 (e-mail: paul.harman@gechq.com; telephone: 604 871 9909 ext 304).

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices and feels that the Company's corporate governance practices are appropriate and effective for the Company given its current size.

The Company's corporate governance practices are summarized below.

The Board is currently composed of Toby Chu, Tony David, Derek Feng, May Hsu, Troy Rice and Shane Weir. All of the proposed nominees for election as directors are currently directors of the Company.

NP 58-201 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the company, other than interests and relationships arising from shareholding. In addition, where a company has a significant shareholder, NP 58-201 suggests that a board of directors should include a number of directors who do not have interests in either the company or a significant shareholder. Of the current directors, Tony David, Derek Feng, May Hsu, Troy Rice and Shane Weir are considered by the Board to be "independent" within the meaning of NP 58-201. Toby Chu is an executive officer of the Company, and accordingly, he is considered to be "non-independent".

The Company appoints a lead independent director in circumstances where the chair of the Board is considered non-independent under applicable securities laws. As Toby Chu, the chair of the Board, is not an independent director, May Hsu has been appointed as lead independent director. The lead independent director is a non-executive position which focuses on ensuring open and candid discussion takes place among the independent directors, and between independent and non-independent directors. The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, the lead independent director ensures that the independent directors have an opportunity to meet, without management and the non-independent directors being present, to such extent as may be considered necessary.

The Board generally meets for a formal board meeting at least annually to review and discuss the Company's business activities, to consider and if thought fit, to approve matters presented to the Board for approval, and to provide guidance to management. Additional meetings are conducted on an as-needed basis. In addition, management informally provides updates to the Board at least once per quarter between formal meetings. In general, management consults with the Board when deemed appropriate to keep it informed regarding the Company's affairs. There were three Board meetings held during Fiscal 2025. All of the individuals who were directors as of the dates of the Board meetings attended the meetings in person or via teleconference, with the exception of May Hsu, who attended two of the three meetings.

In addition, committees of the Board also meet throughout the year. At present, the Board has an audit committee, a compensation committee, an executive committee and a corporate governance committee. When necessary, the Board will strike a special committee of independent directors to deal with matters requiring independence. The composition of the Board is such that the independent directors have significant experience in business affairs and, as a result, these directors are able to provide significant and valuable independent supervision over management.

In the event of a conflict of interest at a meeting of the Board, the conflicted director will, in accordance with corporate law and in accordance with their fiduciary obligations as a director of the Company, disclose the nature and extent of their interest to the Board and abstain from voting on or against the approval of such participation.

None of the current directors of the Company are directors of other issuers that are reporting issuers in Canada or the equivalent in a foreign jurisdiction.

The mandate of the Board is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its audit committee(s). In fulfilling its mandate, the types of matters for which the Board is ultimately responsible are: reviewing and approving the Company's overall business strategies and its annual business plan, the annual corporate budget and

forecast, and significant capital investments outside the approved budget; succession planning; assessing management's performance against approved business plans and industry standards; reviewing and approving continuous disclosure documents; ensuring the effective operation of the Board; and safeguarding shareholders' equity interests through the optimum utilization of the Company's capital resources.

The Board has adopted a charter for each of its audit, corporate governance and compensation committees (the "Charters"). The Board has not yet developed written position descriptions for the chair of each committee aside from that set out in the Charters, nor has the Board developed written position descriptions for the chair of the Board or the CEO. The Board is in the process of developing written position descriptions for the chief executive officer, chair of the board of directors and the chair of each committee. In the interim, the roles and responsibilities of the chief executive officer, chair of the board of directors and the chair of each committee are delineated through the Company's established governance practices, the Board's ongoing oversight and the Charters.

At present, the Company does not provide a formal orientation and education program for new directors. Prior to joining the Board, potential board members are encouraged to meet with management and inform themselves regarding management and the Company's affairs. After joining the Board, management and the Board chair provide orientation both at the outset and on an ongoing basis. The Company currently has no specific policy regarding continuing education for directors, and requests for education are encouraged, and dealt with on an ad hoc basis.

The Board has adopted a code of ethical conduct (the "Code") which sets out guidelines and expectations regarding conduct on the part of directors, officers, and employees of the Company. Under the Code, a director of the Company has a duty to report to the Board, and an officer of the Company has the duty to report to the Governance Committee, any activity which (a) contravenes the law; (b) represents a real or apparent conflict of interest or a breach of the Code; (c) represents a misuse of the Company funds or assets; or (d) might result in a failure by the Company to provide full, fair, accurate and timely disclosure of financial results and materials facts. In addition, employees are encouraged to report any suspected violations of the Code. The Code may be obtained from the Company's website (https://www.gechq.com).

The Company has an insider trading policy (the "Policy") which sets out guidelines and expectations regarding the conduct on the part of directors, officers, employees, consultants and contractors of the Company, which provides additional measures regarding the acquisition or disposal of any securities of the Company. The Policy is available on the Company's website (https://www.gechq.com).

The Board requires conflicts of interest to be disclosed to the Company's corporate governance committee. In the event that conflicts of interest arise, a director who has such a conflict is required to disclose the conflict to the chairman of the Board and the chairman of the corporate governance committee. If the conflict cannot be avoided or resolved, the director must disclose the conflict to all the directors of the Company and abstain from voting in connection with the subject of the conflict. In addition, in considering transactions and agreements in respect of which a director has a material interest, the Board will require that the interested person absent themselves from portions of Board or committee meetings so as to allow independent discussion of points in issue and the exercise of independent judgment.

The Company's audit committee has also established a "whistleblower" policy to encourage employees to raise concerns about business conduct. The policy is available on the Company's website (https://www.gechq.com).

The Board does not have a nominating committee. Once a decision has been made to add or replace a director, the task of identifying new candidates will fall on the Board. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members. If a candidate appears promising, the Board and management will conduct due diligence on the candidate and interview the candidate and if the results are satisfactory, the candidate is invited to join the Board. Nominations require the approval of the Board, and non-independent directors may be asked to excuse themselves from the portion of the meeting of the Board at which nominations are being determined. The Board monitors but does not formally assess the performance of the Board, individual members of the Board or committee(s) of the Board. However, the Board is still small enough that informal feedback from individual directors is able to occur.

The quantity and quality of Board compensation and the compensation of the Company's executive officers is currently reviewed on an annual basis by the Compensation Committee. Please see "Statement of Executive Compensation - Compensation Discussion and Analysis" for more details.

In addition to the audit committee and the Compensation Committee, the Board also has a corporate governance committee and an executive committee.

The corporate governance committee assists the Board in fulfilling its oversight responsibilities relating to the governance of the Company and its relationship with senior management. The members of the corporate governance committee are Toby Chu, Troy Rice, and Shane Weir (chair). The committee's role includes developing and monitoring the effectiveness of the Company's system of corporate governance and is responsible for appropriate corporate governance and proper delineation of the roles, duties and responsibilities of management, the Board and its committees. The committee is responsible for recommending to the Board a set of corporate governance principles and reviewing these principles.

The executive committee was formed in order to provide for expeditious decision making by the Board. The members of the executive committee are Toby Chu (chair), Derek Feng, and May Hsu. This committee has the same authority as the Board, except for the ability to appoint new directors.

At present, the Board does not have a formal process for assessing the effectiveness of the Board, the Board committees and whether individual directors are performing effectively. These matters are dealt with on a case-by-case basis at the Board level. The Board is of the view that the Company's shareholders are the most important assessors of Board performance and that they provide the most effective, objective assessment of the Board's performance.

The Company has not adopted term limits for individual directors. The Board believes that individuals can continue to remain effective directors beyond an arbitrary maximum period of service. Without having term limits, the Company has experienced turnover on its board that has brought directors with new perspectives and approaches. This has complemented the depth of knowledge and insight about the Company and business operations that the Company's long-standing directors have developed over time.

The Board has not adopted a written policy relating to the identification and nomination of women directors. Instead, the Board evaluates potential nominees to the Board by reviewing qualifications of prospective members irrespective of gender and determines their relevance taking into consideration the then current Board composition and the diversity of backgrounds, experiences, and anticipated skills required to round out the capabilities of the Board.

The Board does not consider the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board. However, the Board evaluates potential nominees to the Board by reviewing qualifications of prospective members and determines their relevance taking into consideration the then current Board composition and the diversity of backgrounds, experiences, and anticipated skills required to round out the capabilities of the Board.

The Board does not consider the level of representation of women in executive officer positions when making executive officer appointments. However, the Company is committed to the fundamental principles of equal employment opportunities which is prescribed in its employment policies which further provide for the Company's commitment to treating people fairly, with respect and dignity, and to offering equal employment opportunities based upon an individual's qualifications and performance - free from discrimination or harassment because of race, colour, ancestry, place of origin, religion, gender, sexual orientation, age, marital status, family status, physical or mental disability. Furthermore, the Company's employment policies and procedures provide that candidates are selected based on primary considerations such as experience, skill and ability.

The Company has not adopted a target regarding women on its Board. In evaluating potential nominees to the Board, the Board focuses on the current Board composition and the anticipated skills required to round out the capabilities of the Board, including the knowledge and diversity of its membership.

The Company has not adopted a target regarding women in executive officer positions as it is an equal employment opportunity employer whereby candidates are selected based on primary considerations such as experience, skill and ability.

As at the date hereof, one director of the Company is female (representing 16.67% of the Board). As at the date hereof, none of the executive officers of the Company or its major subsidiaries are female.

Pursuant to the Business Corporations Act (British Columbia), the Company is required to have an audit committee comprised of at least three directors, the majority of whom must not be officers or employees of the Company or an affiliate of the Company. Pursuant to NI 52-110, all of the members of the Company's audit committee must be independent (as defined in NI 52-110).

The Company must, pursuant to NI 52-110, have a written charter which sets out the duties and responsibilities of its audit committee. The full text of the Company's amended and restated audit committee charter is attached as Appendix A to the Company's annual information form for Fiscal 2025 dated December 3, 2025 which is available under the Company's profile on the SEDAR+ website at https://www.sedarplus.ca.

The following are the members of the audit committee as at January 12, 2026:

(1) Within the meaning of NI 52-110.

In addition to their general business experience, the education and experience of each member of the Company's audit committee relevant to the performance of their responsibilities as an audit committee member are as follows:

Derek Feng is currently an investor in and advisor to several technology and education companies. Previously, he was the chief executive officer of Bright Scholar Education, a NYSE listed education company with over 10,000 employees worldwide, from 2019 to 2020; co-founder and chief executive officer of Kidsmile Dental, a premium children orthodontics chain in China, from 2017 to 2018; chief executive officer of Global Education & Technology Group, a leading education company in China, from 2014 to 2016; and the chairman/interim chief executive officer responsible for the restructuring of ChinaCast Education Corporation from 2011 to 2013. From 2006 to 2011, Mr. Feng was executive vice president of strategy, planning and operations at Knowledge Universe, one of the largest education holding companies in the US. Prior to joining Knowledge Universe, he spent eight years at the General Electric Company in the US. Mr. Feng graduated from Tsinghua University in China with a Bachelor's degree in Industrial Automation and earned a Master of Business Administration degree from University of California, Los Angeles.

May Hsu has over 20 years of experience in market research, business development, management consulting and marketing for international businesses. She assists North American firms in establishing a business presence in Asia and Chinese companies in setting up businesses in the U.S.A. Ms. Hsu's experience includes having been appointed as the acting secretary of state for California in 1990, and senior consultant to Zhuhai New Hi-Tech Industries Development Zone in China in 1997. She also served as an advisor to Suzhou Machinery Holding (Group) Co. Ltd. in China in 1999. Ms. Hsu has been affiliated with numerous community organizations in California, including the Young Generation Asian Professionals, Asian American Senior Citizens Service Center, Bowers Museum and Pan Pacific Performing Arts.

Troy Rice has been an executive and/or founder of over 20 start-ups or early-stage ventures and, in addition, has been an investor in over 20 more. These ventures span the spectrum of technology verticals. Beyond early-stage companies, Mr. Rice has been an executive of several mid-cap companies including Petsmart, Comfort Systems USA, TransUnion, Universal Technical Institute, Trammell Crow, and the Company. Currently, he leads peer groups for Tiger 21 and is a Master Chair for Vistage International working with and coaching over 90 Executives. In addition to being a director of the Company, Mr. Rice serves on the boards of directors of Statistics and Data Corporation, Strategic Solar Energy, HR Pivot, Fusebox, and Cooper Companies. His academic background includes a BS in Accounting from the University of Iowa and an MBA from Arizona State University. He is also a Certified Public Accountant (CPA).