Last Updated: June 19, 2026

Bitzero Holdings Inc. (the “Company”) is a foreign private issuer under United States federal securities laws and the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). As a foreign private issuer, the Company is permitted under Nasdaq Listing Rule 5615(a)(3) to follow certain Canadian home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Except as specifically described below, the Company complies with the Nasdaq corporate governance requirements applicable to it.

Home Country Governance Framework

The Company follows Canadian corporate governance practices and considers the guidance set forth in National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices. These guidelines are recommendations rather than prescriptive requirements. Additional disclosure regarding the Company’s corporate governance practices is provided in the Company’s annual management information circular (or, where applicable, annual information form) filed on SEDAR+ at www.sedarplus.ca and the Company’s annual report on Form 40-F filed with the United States Securities and Exchange Commission (the “SEC”), which is available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov.

The Company’s board of directors is comprised of a majority of independent directors as required by Nasdaq Rule 5605(b)(1) and does not rely on home country practice for this requirement.

Nasdaq Rule Exemptions and Differences

The following summarizes each Nasdaq corporate governance requirement that the Company does not follow because it follows Canadian home country practice in lieu of that requirement.

Shareholder Approval Requirements (Nasdaq Rule 5635): Nasdaq Rule 5635 requires shareholder approval in connection with certain securities issuances, including, among other things, issuances in connection with acquisitions, issuances that would result in a change of control, equity compensation plans or material amendments to such plans, and certain private placements at a price below the applicable minimum price where the issuance equals or exceeds 20% of the Company’s outstanding common equity or voting power. The Company follows Canadian home country practice in lieu of Nasdaq Rule 5635. Instead, the Company complies with applicable Canadian corporate and securities laws, the rules and policies of the Canadian Securities Exchange, including requirements applicable to certain acquisitions, changes of control, security-based compensation arrangements and other corporate finance transactions, and the Company’s Notice of Articles and Articles.The Company may not be required to seek prior shareholder approval under applicable Canadian law and the rules of the Canadian Securities Exchange in the event of an issuance meeting the criteria of Nasdaq Rule 5635.

Quorum (Nasdaq Rule 5620(c)): Nasdaq Rule 5620(c) requires a quorum of at least 33 1/3% of the outstanding shares of common voting stock for shareholder meetings. The Company follows Canadian home country practice in lieu of this requirement. Under the Company’s Articles, the quorum for the transaction of business at a meeting of shareholders is one or more persons present and being, or representing by proxy, two or more shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to attend and vote at the meeting.

Audit Committee Charter (Nasdaq Rule 5605(c)(1)): Nasdaq Rule 5605(c)(1) requires a formal written audit committee charter specifying the matters enumerated in that rule and annual review and assessment of the charter. The Company follows Canadian home country practice in lieu of this requirement. The Company addresses audit committee responsibilities through Canadian corporate law, Canadian securities law requirements applicable to audit committees and the Company’s governance practices rather than through a Nasdaq-prescribed audit committee charter.

Each current audit committee member satisfies the applicable U.S. audit committee independence requirements, including Rule 10A-3 under the U.S. Securities Exchange Act of 1934.

Director Nominations and Nominations Charter or Board Resolution (Nasdaq Rules 5605(e)(1) and 5605(e)(2)): Nasdaq Rules 5605(e)(1) and 5605(e)(2) require independent director oversight of director nominations and a formal written charter or board resolution addressing the nominations process. The Company follows Canadian home country practice in lieu of these requirements. Director nominations are overseen by the board and, where applicable, its committee structure, in accordance with Canadian corporate governance practices and applicable Canadian disclosure requirements, rather than through Nasdaq’s specific independent-director nomination process and charter or board resolution requirement.

Compensation Committee Charter and Composition (Nasdaq Rules 5605(d)(1) and 5605(d)(2)): Nasdaq Rules 5605(d)(1) and 5605(d)(2) require a formal written compensation committee charter and a compensation committee meeting specified Nasdaq composition and independence requirements. As a foreign private issuer, the Company follows Canadian home country practice pursuant to Nasdaq Listing Rule 5615(a)(3) in lieu of these requirements. Compensation matters are overseen through the Company’s board and committee structure in accordance with Canadian corporate governance practices and applicable Canadian disclosure requirements, rather than through Nasdaq’s specific compensation committee charter, composition and independence requirements applicable to U.S. domestic issuers.

Executive Sessions (Nasdaq Rule 5605(b)(2)): Nasdaq Rule 5605(b)(2) requires regularly scheduled meetings at which only independent directors are present. The Company follows Canadian home country practice in lieu of this requirement. The Company’s independent directors meet in camera without management present on an as-needed basis, and at least two (2) times per year, rather than pursuant to a fixed executive-session schedule prescribed by Nasdaq.

Code of Conduct (Nasdaq Rule 5610): Nasdaq Rule 5610 requires a code of conduct applicable to all directors, officers and employees that is publicly available. The Company follows Canadian home country practice in lieu of this requirement. The Company addresses ethical conduct and related governance matters through Canadian corporate governance practice, applicable Canadian disclosure requirements and the Company’s policies and governing documents rather than through Nasdaq’s specific code-of-conduct requirements.

Except as specifically described above, the Company does not rely on home country practice in lieu of Nasdaq corporate governance requirements applicable to it.