Bitcoin Well : Management Proxy Circular

RED RIVER CAPITAL CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF

RED RIVER CAPITAL CORP.

TO BE HELD ON MAY 10, 2021

and

MANAGEMENT INFORMATION CIRCULAR

DATED APRIL 6, 2021

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

RED RIVER CAPITAL CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MONDAY, MAY 10, 2021

NOTICE IS HEREBY GIVEN that the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Red River Capital Corp. (the "Corporation") will be held at 10:00 a.m. (Calgary time) on Monday, May 10, 2021, via the Google Meet platform, which can be accessed using the following link meet.google.com/puq-duih-qjo, for the following purposes:

1. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set forth in the accompanying information circular (the "Information Circular"), approving the removal of the consequences associated with the Corporation not completing a Qualifying Transaction within 24 months of its listing date in accordance with the recent amendments to the TSX Venture Exchange's Policy 2.4 with respect to capital pool companies ("CPCs") effective January 1, 2021 (the "Updated CPC Policy");
2. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set forth in the Information Circular, authorizing the Corporation to enter into a new escrow agreement to give effect to the new provisions for CPC escrow agreements set out in the Updated CPC Policy; and
3. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular. As part of our corporate social responsibility and our preparedness plans in response to COVID-19, the Company believes hosting the Meeting in virtual only format is in the best interest of our stakeholders and it is part of our commitment to do our part to protect the health and safety of our communities, employees, shareholders and other stakeholders.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is April 6, 2021 (the "Record Date").

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy to Red River Capital Corp.'s transfer agent, Odyssey Trust Company, 1230, 300 5th Avenue S.W., Calgary, Alberta T2P 3C4 Attention: Proxy Department in the enclosed self-addressed envelope not later than 10:00 a.m. (Calgary time) on May 6, 2021 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

i

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

DATED this 6th day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF RED

RIVER CAPITAL CORP.

(signed) "Julian Klymochko"

Julian Klymochko

CEO and Director

ii

RED RIVER CAPITAL CORP.

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MONDAY, MAY 10, 2021

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the "Information Circular") is furnished to holders ("Shareholders") of common shares ("Common Shares") of Red River Capital Corp. (the "Corporation") in connection with the solicitation of proxies by the management of the Corporation for use at the special meeting (the "Meeting") of Shareholders to be held at 10:00 a.m. (Calgary time) on Monday, May 10, 2021, via the Google Meet platform, which can be accessed using the following link meet.google.com/puq-duih-qjo, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting (the "Notice of Meeting").

The information contained herein is given as of April 6, 2021, except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person virtually or by proxy. As part of our corporate social responsibility and our preparedness plans in response to COVID-19, the Company believes hosting the Meeting in virtual only format is in the best interest of our stakeholders and it is part of our commitment to do our part to protect the health and safety of our communities, employees, shareholders and other stakeholders.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an "Intermediary"), you should contact your Intermediary for instructions and assistance in voting the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

This Information Circular and other proxy-related materials are not being sent to registered or beneficial owners using the Notice-and-Access procedures contained in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"). The Corporation has determined not to deliver the proxy solicitation materials directory to the non-objecting Beneficial Shareholders ("NOBOs").

The Corporation does not intend to pay for intermediaries to deliver proxy-related materials or Form 54-101F7 - Request for Voting Instructions Made by Intermediary to the objecting beneficial owners of Common Shares ("OBOs") and as such, OBOs will not receive such materials unless their intermediary assumes the costs thereof (OBOS and NOBOs are herein collectively referred to as the "Non-RegisteredShareholders"). See also "Proxy Related Information - Advice to Non-RegisteredShareholders" in this Information Circular.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their proper form of proxy to the Corporation's transfer agent, Odyssey Trust Company, 1230, 300 5th Avenue S.W., Calgary, Alberta T2P 3C4 Attention: Proxy Department (the "Transfer Agent"), in the enclosed self-addressed envelope. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in Alberta, prior to the Meeting or any adjournments or postponements thereof. A proxy must be

executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may use the internet (http://login.odysseytrust.com/pxLogin) to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder's behalf and to convey a Shareholder's voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the "Management Designees"). Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder's attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Exercise of Discretion with Respect to Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting, by ballot or otherwise, in accordance with the indicated instructions. In the absence of any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any amendment or variation to matters identified in the Notice of Meeting or proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment of postponement thereof, it is the intention of the Management Designees, if named as proxyholder, to vote such proxies in accordance with their best judgment. Unless otherwise stated, the Common Shares represented by the enclosed proxy will be voted in favour of the election of nominees set forth in this Information Circular. As of the date of this Information Circular, management of the Corporation is not aware of any amendments, variations or other matters to come before the Meeting.

Advice to Non-Registered Shareholders

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Non-RegisteredShareholders are advised