Tokens com : Management Information Circular

TOKENS.COM CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF

SHAREHOLDERS

TO BE HELD ON JULY 9, 2024

AND

INFORMATION CIRCULAR

May 23, 2024

LEGAL*62811625.2

TOKENS.COM CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the shareholders of TOKENS.COM CORP. (the "Company") will be held at 10:00 a.m. (Toronto time) on Tuesday, July 9, 2024, via live webcast, for the following purposes:

1. to receive the audited annual consolidated financial statements of the Company for the fiscal year ended September 30, 2023, together with the report of the auditor thereon;
2. to set the number of directors at eight (8);
3. to elect directors of the Company for the ensuing year, as more fully described in the Company's management information circular dated May 23, 2024 (the "Circular");
4. to appoint Davidson and Company LLP as the auditor of the Company for the fiscal year ending September 30, 2024 and to authorize the board of directors of the Company to fix Davidson and Company LLP's remuneration, as more fully described in the Circular;
5. to consider and, if deemed advisable, to pass, with or without variation, a special resolution of the shareholders amending the Company's articles to change the name of the Company to "Realbotix Corp." or such other name as the directors of the Company may determine, as more fully described in the Circular;
6. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of the shareholders approving a revised omnibus equity incentive plan of the Company, as more particularly described in the Circular; and
7. to transact such other business as may properly come before the Meeting.

The Company is using notice-and-access to provide shareholders with electronic access to the Notice of Meeting, Information Circular, audited annual financial statements of the Company for the year ended September 30, 2023, and the accompanying management's discussion and analysis (collectively, the "Meeting Materials"), instead of mailing paper copies. The Meeting Materials are available on the Company's website at: www.tokens.comand under the Company's profile on SEDAR+ at www.sedarplus.ca.The use of the notice- and-access provisions reduces costs to the Company.

To request a paper copy of the Meeting Materials by mail or to receive additional information about notice- and-access, please call Odyssey Transfer Inc. ("Odyssey") at the toll free at 1-888-290-1175(toll-free within North America) or 1-587-885-0960 (direct from outside North America) or by email at [e-mail]. There is no cost to you for requesting a paper copy of the Meeting Materials. Any Shareholder wishing to request a paper copy of the Meeting Materials should do so by 4:00 p.m. (Toronto time) on June 28, 2024, in order to receive and review the Meeting Materials and submit their vote by 10:00 a.m. (Eastern Time) on July 5, 2024, as set out in the proxy or voting instruction form accompanying this Notice. Please retain the proxy or voting instruction form accompanying this Notice as another will not be sent.

The Meeting will be conducted as a completely virtual meeting, via live audio webcast, where all registered shareholders, or their duly appointed proxyholders, regardless of geographic location, will have an equal opportunity to access the Meeting. Shareholders WILL NOT be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/208078118, password: "tokens2024" (case sensitive). Non-

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registered shareholders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to attend, participate or vote at the Meeting. Only registered shareholders of record at the close of business on the record date of May 23, 2024, or their duly appointed proxyholders, are entitled to receive notice of and vote at the Meeting. Registered shareholders who are unable to attend, participate or vote at the Meeting online are requested to sign, date and return the enclosed form of proxy to the Company's transfer agent, Odyssey Trust Company (i) by mail, using the enclosed return envelope or one addressed to Odyssey Trust Company, 702-67 Yonge Street, Toronto, Ontario, M5E 1J8, Attention: Proxy Department; (ii) by hand delivery to Odyssey Trust Company, 702-67 Yonge Street, Toronto, Ontario, M5E 1J8; or (iii) through the internet by using the control number located at the bottom of your form of proxy at https://login.odysseytrust.com/pxlogin, on or before 10:00 a.m. (Toronto time) on Friday, July 5, 2024 or not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.

If you have any questions or require more information with regard to the procedures for voting, please contact Odyssey Trust Company, by telephone at 1-888-290-1175(toll-free within North America) or 1-587-885-0960 (direct from outside North America) or by email via [e-mail].

A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form to represent them at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish to have a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your shares on your behalf, including if you are a non-registeredshareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a control number to participate in the Meeting. Without a control number, proxyholders will not be able to attend, participate or vote at the Meeting.

To register a proxyholder, shareholders must visit https://login.odysseytrust.com/pxlogin and provide Odyssey Trust Company with their proxyholder's contact information, so may provide the proxyholder with a control number via email.

Proxies must be deposited with Odyssey no later than 10:00 a.m. (Eastern time) on July 5, 2024 or, if the Meeting is postponed or adjourned, by no later than 48 hours prior to the time of such postponed or adjourned meeting (excluding Saturdays, Sundays and holidays). The Company reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, in the sole discretion of the Chair of the Meeting. Non-registered shareholders should carefully follow the instructions of their intermediaries to ensure that their shares are voted at the Meeting in accordance with their instructions.

DATED at Toronto, Ontario, this 23rd day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

"Andrew Kiguel"

Andrew Kiguel

Chief Executive Officer

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TOKENS.COM CORP.

MANAGEMENT INFORMATION CIRCULAR

May 23, 2024

INTRODUCTION

This management information circular (this "Circular") accompanies the notice of annual general and special meeting of shareholders (the "Notice of Meeting") of Tokens.com Corp. (the "Company"), and is furnished to shareholders (each, a "Shareholder") holding common shares in the capital of the Company (each, a "Share") in connection with the solicitation by the management of the Company of proxies to be voted at the annual general and special meeting (the "Meeting") of the Shareholders, to be held at 10:00 a.m. (Toronto time) on Tuesday, July 9, 2024, by webcast, or at any adjournment or postponement thereof.

The Company is using notice-and-access to provide Shareholders with electronic access to the Notice of Meeting, Information Circular, audited annual financial statements of the Company for the year ended September 30, 2023 and the accompanying management's discussion and analysis (collectively, the "Meeting Materials") pursuant to National Instrument 51-102Continuous Disclosure Obligations ("National Instrument 51-102") and National Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer ("National Instrument 54-101") of the Canadian Securities Administrators. Pursuant to notice-and-access provisions, registered and non- registered holders of common shares will be sent a notice package explaining how to access the Meeting Materials and containing a form of proxy or voting instruction form, as applicable and in each case with a supplemental mail list return box for shareholders to request they be included in the Company's supplementary mailing list for receipt of the Company's annual and interim financial statements for the 2023 fiscal year. The Meeting Materials are available on the Company's website at www.tokens.comand under the Company's profile on SEDAR+ at www.sedarplus.ca.Shareholders may contact Odyssey to request a paper copy of the Meeting Materials toll free at 1-888-290-1175.

The Meeting will be held as a completely virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the Meeting online is provided below.

Date and Currency

The date of this Circular is May 23, 2024. Unless otherwise stated, all amounts herein are in United States dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail, using notice-and-access provisions, and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals, authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold Shares in their respective names to furnish this proxy material to their customers who are NOBOs (as defined below), and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The solicitation of proxies is being made by or on behalf of management of the Company and the total cost of the solicitation will be borne by the Company.

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The Company will be relying on the notice and access delivery procedures outlined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators ("NI 54-101") to distribute copies of proxy-related materials in connection with the Meeting.

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representation must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered Shareholders and duly appointed proxyholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder held on the record date of May 23, 2024, on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

In order to vote at the Meeting, registered Shareholders and duly appointed proxyholders are required to follow the steps below and stay connected to the internet for the entire meeting to be able to vote:

Log in at https://web.lumiagm.com/208078118at least 15 minutes before the Meeting starts. Enter your 12-digit control number (on your proxy form).

Enter the password: tokens2024 (case sensitive). Vote!

The individuals named as proxyholders (the "Designated Persons") in the accompanying form of proxy are directors and/or officers of the Company. Shareholders have the right to appoint a person or company (who does not have to be a Shareholder) to represent them at the Meeting other than the Designated Persons. A Shareholder who wishes to appoint another person as a proxy must clearly insert such person's name in the blank space provided in the form of proxy. The Shareholder must notify the nominee of the appointment and provide instruction to the nominee on how the Shareholder's Shares should be voted. The proxyholder will need to contact Odyssey Trust Company ("Odyssey"), the Company's transfer agent, at [e-mail] request a control number to be represented or voted at the Meeting. It is the responsibility of the Shareholders to advise their proxy (the person they appoint) to contact Odyssey to request a control number. Without the control number, proxyholders will not be able to participate at the Meeting.

If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in- fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

If you attend the Meeting online via webcast, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online, complete the related procedures, and remain online for the duration of the Meeting.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder (or by their attorney-in-fact authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation), and

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delivered to Odyssey, located at 702-67 Yonge Street, Toronto, Ontario, M5E 1J8, at any time prior to 10:00 a.m. (Toronto time) on July 5, 2024, or two business days prior to any adjournment or postponement of the Meeting. Only registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders (as defined below) who wish to change their voting instructions must contact the Intermediary (as defined below) through which their Shares are held and follow the instructions of the Intermediary with respect to the process for the revocation of such voting instructions.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

The Shares represented by the proxies solicited hereby will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and if a Shareholder specifies a choice with respect to any matter to be acted upon, the Shares represented by such proxy will be voted or withheld from voting accordingly. Shareholders may indicate the manner in which the proxyholder is to vote with respect to any specific item by checking the appropriate space. If a Shareholder wishes to confer discretionary authority with respect to any item of business, then the space opposite the item should be left blank.

The enclosed form of proxy confers discretionary authority upon the Designated Persons with respect to any amendments to, or variations in, matters identified in the accompanying Notice of Meeting, including other matters which may properly come before the Meeting or any adjournment or postponement thereof, in each instance to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. As at the date of this Circular, management of the Company is not aware of any amendments, variations or other matters to be considered at the Meeting, other than as set out in the Notice of Meeting. If such should occur, the Designated Persons, or such other proxyholder as properly designated by a Shareholder, will vote in accordance with their best judgment.

IF NO CHOICE IS SPECIFIED IN THE FORM OF PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

In the case of abstentions from, or withholding of, the voting of the Shares of a Shareholder on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

Non-Registered Shareholders

Most Shareholders are "Non-RegisteredShareholders" because the Shares they beneficially own are not registered in their names but are instead registered in the name of an intermediary, such as a brokerage firm, bank, trust corporation, securities dealer or broker, or trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan through which they purchased the Shares (in any case, an "Intermediary"). A Non-Registered Shareholder typically holds their Shares either: (a) in the name of the Intermediary that the Non-Registered Shareholder deals with, in respect of the Shares; or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. ("CDS")), of which the Intermediary is a participant.

Non-Registered Shareholders who have not objected to their Intermediary disclosing certain beneficial ownership information about them to the Company are referred to as "NOBOs". Non-Registered Shareholders who have objected to their Intermediary disclosing their ownership information to the Company are referred to as "OBOs". NI 54-101 permits the Company to send the Notice of Meeting, this Circular and a form of proxy or voting instruction form, as applicable (collectively, the "Meeting Materials"), directly to NOBOs. In accordance with NI 54-101, the Company has elected to send the Meeting Materials directly to NOBOs and has distributed copies of

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the Meeting Materials to Intermediaries for distribution to OBOs. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and, accordingly, an OBO will not receive the Meeting Materials unless the Intermediary of the OBO assumes the cost of delivery.

If you are a Non-Registered Shareholder and you have not declined to receive the Meeting Materials, then you will receive either a voting instruction form or, less frequently, a partially completed form of proxy. The purpose of these forms is to permit you to direct the voting of the Shares that you beneficially own. If you are a Non- Registered Shareholder, you should follow the procedures set out below, depending on which type of form you receive.

1. Voting Instruction Form. In most cases, you will receive, as part of the Meeting Materials, a voting instruction form, which is not the same as a form of proxy. If you do not wish to attend (via webcast), participate and vote at the Meeting in person (or have another person attend and vote on your behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the voting instruction form. If you wish to attend, participate and vote at the Meeting online via webcast (or have another person attend, participate and vote on your behalf), then you must complete, sign and return the voting instruction form in accordance with the directions provided, and a form of proxy giving the right to attend (via webcast), participate and vote at the Meeting will be forwarded to you.
2. Form of Proxy. Less frequently, you will receive, as part of the Meeting Materials, a form of proxy that has already been executed by the Intermediary (typically by a facsimile, stamped signature), and which is restricted as to the number of Shares beneficially owned by you, but which is otherwise incomplete. If you do not wish to attend, participate and vote at the Meeting online via webcast (or have another person attend, participate and vote on your behalf), you must complete the form of proxy and deposit it with Odyssey, at their address at 702-67 Yonge Street, Toronto, Ontario, M5E 1J8. If you wish to attend, participate and vote at the Meeting online via webcast (or have another person attend and vote on your behalf), you must insert your name (or such other person's name) in the blank space provided.

Non-Registered Shareholders who wish to appoint a third-party proxyholder to attend (via webcast), participate or vote at the Meeting as their proxy and vote their Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third-party proxyholder AND register the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number to attend, participate or vote at the Meeting.

In order to vote at the Meeting, Non-Registered Shareholders and duly appointed proxyholders are required to follow the steps below and stay connected to the internet for the entire meeting:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting instruction form. Do not fill out your voting instructions.

Sign and send it to your intermediary, following the voting deadline and submission instructions on the voting instruction form.

Get a control number by contacting Odyssey at [e-mail] prior to 10:00 a.m. (Eastern) on July 5, 2024.

Log in at https://web.lumiagm.com/208078118at least 15 minutes before the Meeting starts. Enter your 12- digit control number.

Enter the password: tokens2024 (case sensitive) Vote!

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If you attend the Meeting online via webcast, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures and remain connected for the duration of the Meeting.

Only proxies deposited by registered Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting.

All references to Shareholders in this Circular are to registered Shareholders, unless specifically stated otherwise.

These securityholder materials are being sent to both Registered Shareholders and Non-Registered Holders, using notice-and-access provisions. If you are a Non-Registered Holder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, no proposed nominee for election as a director of the Company, nor any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors and the approval of the Omnibus Equity Incentive Plan, as further discussed below. See "Particulars of Matters to be Acted Upon - Election of Directors", below, for more information.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value. As of the record date, determined by the board of directors of the Company (the "Board") to be the close of business on May 23, 2024, a total of 195,955,592 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only registered Shareholders as of the record date are entitled to receive notice of, and to attend and vote at, the Meeting, or any adjournment or postponement of the Meeting.

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, Shares carrying more than 10% of the voting rights attached to the outstanding Shares, other than as set forth below:

Name of Shareholder	Number of Shares Owned	Percentage of Outstanding Shares(1)
Arthur Hayes	32,248,884(2)	16.5%
Matthew McMullen	29,275,728(3)	14.9%

1. Based on 195,955,592 Shares issued and outstanding as at May 23, 2024.
2. All shares are held by Shrike Holdings Inc., a company controlled by Mr. Hayes.
3. Mr. McMullen has held the positions of President and Director of the Board since April 18, 2024.

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PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The audited annual consolidated financial statements of the Company for the fiscal year ended September 30, 2023, together with the report of the auditor thereon, will be presented to Shareholders for review at the Meeting. No vote by the Shareholders is required with respect to this matter.

Number of Directors

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at eight (8). To be approved, an ordinary resolution needs to be passed by at least a majority of the votes cast by the Shareholders present in person (via webcast), or represented by proxy, and entitled to vote at the Meeting.

Management recommends the approval of setting the number of directors of the Company at eight (8). Unless otherwise indicated, the Designated Persons will vote the Shares represented by a form of proxy FOR the resolution fixing the number of directors at five.

Election of Directors

The Board currently consists of seven directors, being Andrew Kiguel, Matthew McMullen, Frederick Pye, Jimmy Vaiopoulos, Andrew D'Souza, Emma Todd and Lorne Sugarman. Management will be nominating each of the existing directors, together with a new nominee, Sue Ennis (collectively, the "Nominees"), for election at the Meeting.

Each elected director of the Company will hold office until the next annual meeting of Shareholders, or any postponement(s) or adjournment(s) thereof, unless their office is earlier vacated or until their successor is elected or appointed. Each of the Nominees has confirmed their willingness to serve on the Board until the next annual general meeting of Shareholders.

Advance Notice Provisions

The Company's by-laws provide that Shareholders seeking to nominate candidates for election as directors must provide timely notice, in writing, to the Company (the "Advance Notice Provisions"). To be timely, a Shareholder's notice must be received by the Company: (i) in the case of an annual meeting of Shareholders, not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of Shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement (the "Notice Date") of the date of the annual meeting was made, notice by a Shareholder may not be given later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the Notice Date. As of the date of this Circular, the Company has not received notice of any additional nominations in compliance with the Advance Notice Provisions.

Director Nominee Information

The following table sets out the name, and province and country of residence, of each Nominee, the principal occupation of each Nominee, the period of time for which each Nominee has been a director of the Company, if applicable, and the number of Shares beneficially owned by each Nominee, directly or indirectly, or over which control or direction is exercised by such Nominee:

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Name	Principal Occupation Business or		Number and
Province/State and	Employment		Percentage of Shares
Country of Residence	for Last Five Years	Director Since(6)	Owned(1)
Andrew Kiguel	Co-founder, CEO and Director of Tokens.com		15,965,000(5)
Toronto, ON	since November 2020; CEO of Hut 8 Mining	April 28, 2021	8.1%
CEO & Director	Corp. from 2018 to 2020; and Managing
Director at GMP Securities from January
	2000 to March 2018.
Matthew McMullen	President and Director of Tokens.com since		29,275,728
Las Vegas, Nevada	April 2024; Founder and CEO of Simulacra	April 18, 2024	14.9%
President & Director	Corporation from September 2019 to April
2024.
Frederick T. Pye(2)(3)(4)	President and CEO of 3iQ Corp since July	April 28, 2021	522,714
Pointe-Claire, QC	2012.		*
Director
Jimmy Vaiopoulos(2)(3)(4)	CFO of Stack Capital Group Inc. since April
Toronto, ON	2021; CFO and Interim CEO of Hut 8 Mining	April 28, 2021	Nil
	Corp. from July 2018 to April 2021; and CFO
Director	of UGE International Ltd. from October 2015
	to July 2018.
Andrew D'Souza(2)(3)(4)	Executive Chairman of Clear Finance		86,072
St. James Parish, Barbados	Technology Corp. (doing business as Clearco	April 28, 2021	*
Director	and formerly Clearbanc), which he co-
founded in August 2015.
Emma Todd(2)(3)(4)	Founder and CEO of MMH Blockchain Group	May 7, 2021	Nil
Toronto, ON	since 2016 and Managing Director of MMH
Director	Data Systems since August 2020.
Lorne Sugarman	Founder and President of Adielle Group since	June 5, 2023	2,966,333
Toronto, ON	February 2024; Director of Tokens.com since		1.5%
Director	June 2023; CEO of Metaverse Group from
October 2021 to November 2023.
Sue Ennis	VP, Corporate Development and Head of	-	Nil
Toronto, ON	Investor Relations of Hut 8 since 2020, VP of
	SVP Global Partnerships, Shyft Network from
Director	2018 to 2020, Director of Coinsquare Wealth
	from 2017 to 2018.

• Less than 1%

1. Calculated based on 195,955,592 Shares issued and outstanding as of the date of this Circular, on an undiluted basic.

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