Aclara Resources Inc. - AGM Information 2026

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ACLARA RESOURCES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

April 6 , 2026

ACLARA RESOURCES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the holders of Common Shares:

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders of common shares (“ Common Shares ”) of Aclara Resources Inc. (the “ Company ” or “ Aclara ”) will be held on May 7, 2026 at 9:00 a.m. (Toronto time), online via live audio webcast at meetnow.global/M4NXU6J. The Meeting will be held for the following purposes:

to receive the Company’s annual audited financial statements for the financial year ended December 31, 2025, including the external auditors’ report thereon;
to elect directors of the Company who will serve until the end of the next annual meeting of shareholders or until their successors are elected or appointed;
to appoint external auditors, who will serve until the end of the next annual general meeting of shareholders and authorize the board of directors of the Company to fix their remuneration;
to consider and, if thought advisable, to pass an ordinary resolution, the full text of which is set out in Appendix A of the accompanying Management Information Circular, renewing the Omnibus Long-Term Incentive Plan of the Company, as more particularly described in the Management Information Circular;
to consider and, if thought advisable, to pass an ordinary resolution, the full text of which is set out in Appendix B of the accompanying Management Information Circular, approving the proposed issuance of up to 4,136,851 Common Shares in the capital of the Company, pursuant to the second tranche of the previously announced private placement of up to 24,215,548 Common Shares, on a private placement basis, to certain investors (as described further below), at a price of C$2.83 per Common Share, as required pursuant to the rules of the Toronto Stock Exchange as more particularly described in the Management Information Circular; and
to consider such other business that may properly come before the Meeting or any adjournment or postponement thereof.

The Management Information Circular dated as of April 6, 2026 provides additional information relating to matters to be dealt with at the Meeting. Shareholders are reminded to review the Management Information Circular before voting.

In this Notice, “we”, “us”, “our”, “Aclara” and “the Company” refer to Aclara Resources Inc. and all entities controlled by it unless the context otherwise requires. “You” and “your” refer to Aclara’s shareholders.

You have the right to vote

You are entitled to receive notice of and vote at the Meeting or any adjournment or postponement of the Meeting if you are a holder of Common Shares on the record date, which the board of directors of the Company has fixed as March 27, 2026. No shareholders becoming shareholders of record after that time will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Your vote is important

This Notice is accompanied by the Management Information Circular, a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders (collectively, the “ Meeting Materials ”). As an Aclara shareholder, it is important that you read the accompanying Meeting Materials carefully. You are entitled to one vote for each Common Share held.

Shareholders and duly appointed proxyholders can attend the Meeting online by going to meetnow.global/M4NXU6J. Shareholders participating virtually will be able to participate, vote their Common Shares and/or submit questions while the Meeting is being held. Non-registered (beneficial) shareholders, who have not duly appointed themselves as proxyholder, will be able to attend the Meeting virtually as guests, but guests will not be able to vote or submit questions at the Meeting.

Your vote is important! We strongly encourage you to exercise your right to vote as a shareholder. Please sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, call the tollfree number or log on to the Internet. You may revoke your proxy at any time before it is exercised.

Registered shareholders should complete and sign the form of proxy and return it in the envelope provided. Alternative methods of voting by proxy are outlined in the accompanying Management Information Circular. If you are a non-registered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting Common Shares held through intermediaries.

You are entitled to vote at the Meeting either in person via online webcast or by proxy. If you are unable to attend the Meeting in person via the online webcast, you are requested to vote your Common Shares using the enclosed form of proxy or voting instruction form, as applicable.

Proxies must be received by the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”), by no later than 9:00 a.m. (Toronto time) on May 5, 2026, or two business days before the commencement of any adjournment(s) or postponement(s) of the Meeting, by: (i) mailing it to the following address: Computershare Investor Services Inc. 14[th] Floor, 320 Bay Street, Toronto, Ontario, Canada M5H 4A6, Attn: Proxy Department; (ii) faxing to 1-416-263-9524 (outside Canada & US) or 1-866-249-7775 (toll-free); or (iii) logging on to Computershare’s website at www.investorvote.com. Registered shareholders must follow the instructions provided on the website and refer to the form of proxy for the holder’s account number and the proxy access number at any time prior to the close of business on the second to last business day preceding the day of the Meeting. In order to be valid, proxies must be received by Computershare not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement thereof. If you are not a registered shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions and within the timeframe provided to you by your broker or by the other intermediary.

Shareholders who wish to appoint a third-party as their proxyholder (i.e., persons other than the persons designated by Aclara on the form of proxy or identified on their voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder)) must carefully follow the instructions in the accompanying Management Information Circular and on their form of proxy or voting instruction form. If your proxyholder will be attending the Meeting virtually, these instructions include the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an invitation code that will act as their online sign-in credentials, which is required for them to vote at the Meeting and, consequently, only being able to attend the Meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy if they wish to vote virtually at the Meeting or appoint a third-party as their proxyholder.

Shareholders may contact Aclara’s transfer agent, Computershare, at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial), for more information regarding how to vote their Common Shares or the items being voted on at the Meeting.

Dated this 6[th] day of April, 2026.

By order of the Board of Directors,

(signed) Ramon Barua

Ramon Barua Chief Executive Officer

MANAGEMENT INFORMATION CIRCULAR

GENERAL INFORMATION .................................................................................................................................. 1 VOTING INFORMATION ...................................................................................................................................... 1 How to Vote – Registered Shareholders ..................................................................................................... 2 How to Vote – Non-Registered Beneficial Shareholders ............................................................................. 3 Completing the Proxy Form ......................................................................................................................... 4 Record Date, Quorum and Votes Necessary to Pass Resolutions ............................................................. 5 Additional Information .................................................................................................................................. 5 BUSINESS OF THE MEETING ............................................................................................................................ 6 Receiving the Audited Annual Financial Statements ................................................................................... 6 Election of Directors ..................................................................................................................................... 6 Appointment of Independent Auditors.......................................................................................................... 6 Renewal of the Omnibus Long-Term Incentive Plan ................................................................................... 6 Approval of Share Issuance Pursuant to Private Placement ....................................................................... 6 Considering Other Business ........................................................................................................................ 6 ELECTION OF DIRECTORS ............................................................................................................................... 7 Nomination Rights ........................................................................................................................................ 7 APPOINTMENT OF INDEPENDENT AUDITORS .............................................................................................14 RENEWAL OF THE OMNIBUS LONG-TERM INCENTIVE PLAN ....................................................................15 APPROVAL OF SHARE ISSUANCE TO INSIDERS PURSUANT TO PRIVATE PLACEMENT .......................15 Overview and Background to Private Placement ......................................................................................15 Share Issuance Resolution ........................................................................................................................16 Recommendation of the Board ..................................................................................................................17 Insider Participation, Dilution and Resulting Share Ownership .................................................................17 Securities Regulatory Matters .................................................................................................................... 18 Risk Factors ............................................................................................................................................... 19 DIRECTOR COMPENSATION ........................................................................................................................... 19 Director Compensation Table .................................................................................................................... 20 Outstanding Option-Based and Share-Based Awards for Directors .......................................................... 21 Incentive Plan Awards — Value Vested or Earned During the Year for Directors .................................... 21 COMPENSATION DISCUSSION AND ANALYSIS ............................................................................................ 22 Introduction ................................................................................................................................................ 22 Overview .................................................................................................................................................... 22 Compensation-Setting Process ................................................................................................................. 23 Principal Elements of Compensation ......................................................................................................... 23 Base Salaries ............................................................................................................................................. 23 Short-Term Incentives (Annual Bonuses) .................................................................................................. 23 Long-Term Incentives ................................................................................................................................ 24 Summary Compensation Table ................................................................................................................. 28 Employment Agreements, Termination and Change of Control Benefits .................................................. 29 Outstanding Option-Based Awards and Share-Based Awards ................................................................. 30 Incentive Plan Awards — Value Vested or Earned During the Year ......................................................... 31 Performance Graph.................................................................................................................................... 32 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS .......................... 33 Equity Compensation Plan Information...................................................................................................... 33 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................................. 33 CORPORATE GOVERNANCE .......................................................................................................................... 34 OTHER IMPORTANT INFORMATION ............................................................................................................... 38 Voting Securities ........................................................................................................................................ 38 Principal Holders of Voting Securities ........................................................................................................ 39 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ........................ 39 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ..................................................... 39 SHAREHOLDER PROPOSALS ......................................................................................................................... 39

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ADDITIONAL INFORMATION ............................................................................................................................40	ADDITIONAL INFORMATION ............................................................................................................................40
Documents You Can Request ...................................................................................................................	40
Approval .....................................................................................................................................................	40
APPENDIX A
RESOLUTIONS CONCERNING RENEWAL OF THE OMNIBUS LONG-TERM INCENTIVE PLAN ...............	41
APPENDIX B
SHARE ISSUANCE RESOLUTION ...................................................................................................................	42
APPENDIX C
MANDATE OF THE BOARD OF DIRECTORS ..................................................................................................	43

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GENERAL INFORMATION

The information in this Management Information Circular (“ Circular ”) is as of April 6, 2026, unless otherwise indicated.

References to “we”, “us”, “our”, “Aclara” and “the Company” refer to Aclara Resources Inc. and all entities controlled by it unless the context otherwise requires. “You” and “your” refer to holders of Common Shares (as defined below). Unless otherwise indicated, all references to “US$” or “U.S. dollars” in this Circular refer to United States dollars and all references to “C$” and “Cdn. Dollars” are to Canadian dollars.

This Circular is provided in connection with our annual general and special meeting of holders of Common Shares to be held on May 7, 2026 at 9:00 a.m. (Toronto time) (the “ Meeting ”). Your proxy is solicited by the management of the Company for the items described in the Notice of Meeting (the “Notice”). We usually make our request by mail, but our employees or agents may also solicit your proxy by telephone, internet, fax or other ways at a nominal cost borne by the Company.

As a registered shareholder, you have the right to attend and vote at the Meeting as set out in this Circular. Please read this Circular. It gives you information that you need to know to cast your vote. We also encourage you to read our audited annual financial statements and related management’s discussion and analysis for the financial year ended December 31, 2025.

If you have any questions about any of the information in this Circular, please contact Investor Relations at [email protected].

VOTING INFORMATION

The following information provides guidance on how to vote your common shares of the Company (the “ Common Shares ”).

Registered shareholders and duly appointed proxyholders can attend the Meeting online at meetnow.global/M4NXU6J to participate, vote their Common Shares, and/or submit questions during the Meeting’s live webcast. Non-registered (beneficial) shareholders, who have not duly appointed themselves as proxyholder, will be able to attend the Meeting virtually as guests, but guests will not be able to vote or submit questions at the Meeting.

If you attend the Meeting virtually, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You should ensure you have a strong, preferably highspeed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 9:00 a.m. (Toronto time) on May 7, 2026, unless otherwise adjourned or postponed.

Your Vote is Important

As a shareholder of Aclara, it is very important that you read this information carefully and then vote your shares, either by proxy or by attending the Meeting.

Voting by proxy means that you are giving the person or people named on your proxy form (each a “ proxyholder ”) the authority to vote your shares for you at the Meeting or any adjournment or postponement thereof. A proxy form is included in this package.

If you vote by proxy, the individuals who are named on the proxy form will vote your shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting (a “third-party proxyholder”) other than the persons designated in the accompanying proxy form. If you appoint someone else, he or she must be present at the Meeting to vote your shares. See “ How to Vote — Registered Shareholders ” or “ How to Vote — Non-Registered Beneficial Shareholders ” for additional information.

If you are voting your shares by proxy, our transfer agent, Computershare Investor Services Inc. (“ Computershare ”), or other agents we appoint must receive your signed proxy form by 9:00 a.m. (Toronto time) on May 5, 2026 or, if the Meeting is adjourned or postponed, prior to 9:00 a.m. (Toronto time) on the second business day preceding the day of the Meeting. The time limit for deposit of proxies may be waived by the chair of the Meeting (the “ Chair of the Meeting ”) in the Chair of the Meeting’s sole discretion without notice.

How to Vote – Registered Shareholders

You are a registered shareholder (“ registered shareholder ”) if your name appears on your share certificate, Direct Registration System Statement or on the register maintained by our transfer agent, Computershare. If you are a registered shareholder, you will receive a proxy form.

Voting by Proxy Before the Meeting

You may vote before the Meeting by completing your form of proxy in accordance with the instructions provided therein. Registered shareholders have three options to vote by proxy:

Online

Go to www.investorvote.com and follow the instructions on screen. You will need the 15-digit “control number” listed on your proxy. You do not need to return your proxy form if you vote on the Internet.

By Mail

Complete, sign and date the proxy form and return it in the envelope we have provided. Please see “Completing the Proxy Form” on the proxy form for more information.

By Fax

Complete, sign and date the proxy form and send it by fax to 1-416-263-9524 (international) or 1-866249-7775. Please see “Completing the Proxy Form” on the proxy form for more information.

If you vote by proxy, the individuals named on the proxy form will vote your shares for you unless you appoint someone else to be your proxyholder. You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting other than the persons designated in the proxy form. If you wish to do so, please write the name of the person you are appointing in the space provided. Complete, date and sign the form of proxy, and submit it in accordance with the instructions prior to the proxy cut-off time. Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting via online webcast. Please see “ Completing the Proxy Form ” on the form for more information.

Registered shareholders and duly appointed proxyholders can participate virtually in the Meeting by clicking “Shareholder” and entering a control number or an “invite code” before the start of the Meeting. For registered shareholders, the 15-digit control number is located on the proxy form you received. For duly appointed proxyholders, Computershare will provide the proxyholder with an invite code by email after the voting deadline has passed.

Changing or Revoking your Vote

You can change a vote you made by proxy by:

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voting again online at www.investorvote.com before 9:00 a.m. (Toronto time) on May 5, 2026; or

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completing a proxy form that is dated later than the proxy form you are changing and mailing it to Computershare so that it is received at the address indicated before 9:00 a.m. (Toronto time) on May 5, 2026.

You can revoke a vote you made by proxy by:

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making a request in writing to the Chair of the Meeting, at the Meeting or any adjournment or postponement thereof, before any vote in respect of which the proxy has been given or taken. The written request can be from you or your authorized attorney.

How to Vote – Non-Registered Beneficial Shareholders

You are a non-registered (or beneficial) shareholder (a “ non-registered shareholder ”) if your shares are registered either:

(a) in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans (each, an “ Intermediary ”) that represents the non-registered shareholder in respect of its shares; or
(b) in the name of a depository (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

We have distributed copies of the Notice and the Circular directly to non-objecting non-registered shareholders and to Intermediaries for onward distribution to non-registered shareholders that are objecting beneficial owners. Intermediaries are required to forward the Notice and the Circular to non-registered shareholders unless a nonregistered shareholder has waived the right to receive such materials. Intermediaries often use service companies to forward the Notice and the Circular to non-registered shareholders. Generally, non-registered shareholders who have not waived the right to receive such materials will receive a package from their Intermediary containing either:

(a) a voting instruction form that must be properly completed and signed by the non-registered shareholder and returned to the Intermediary in accordance with the instructions on the voting instruction form;

or, less typically,

(b) a form of proxy that has already been stamped or signed by the Intermediary that is restricted as to the number of shares beneficially owned by the non-registered shareholder but which otherwise has not been completed. In this case, the non-registered shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare at the address set forth in the Notice.

The purpose of these procedures is to permit non-registered shareholders to direct the voting of shares that they beneficially own. The Company will be assuming the costs for Intermediaries to forward the Notice and the Circular to objecting beneficial owners.

Attending and voting at the Meeting will only be available for registered shareholders and duly appointed proxyholders. Non-registered shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting may login as a guest, by clicking on “Guest” and complete the online form; however, they will not be able to vote or submit questions. Non-registered shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting will not be able to attend the Meeting online.

Execution and return of the enclosed form of proxy will not affect a registered shareholder’s right to attend the Meeting virtually and to vote online at the Meeting. If you attend the Meeting virtually and vote online by ballot, your proxy will be revoked automatically and only your vote at the Meeting will be counted. The securities represented by a proxy that has been executed and not revoked will be voted, or withheld from voting, in accordance with the instructions of the securityholder on any ballot that may be called for. If the securityholder specifies a choice with respect to any matter to be acted on, the securities will be voted accordingly. In the absence of specific instructions, proxies will be voted by those named in the form of proxy “ FOR ” the election as directors of those nominees named in this Circular, “ FOR ” the appointment of EY Servicios Profesionales de Auditoría y Asesorías SpA (“ Ernst & Young ”) as auditors of the Company, “ FOR ” the approval of the resolutions as described in this Circular and “ FOR ” the approval of each of the other proposals described in this Circular and in accordance with the best judgment of the board of directors of the Company (the “ Board ”) on all other matters that may properly come before the Meeting. The enclosed form of proxy card provides a method for shareholders to withhold authority to vote for any one or more of the nominees for director while granting authority to vote for the remaining nominees. The names of all nominees are listed on the form of proxy.

Note that if you hold some Common Shares as a registered shareholder and others as a non-registered shareholder you will receive multiple mailing packages, each containing a form of proxy or voting instruction form, as applicable. You are requested to return or otherwise vote all forms of proxy and voting instruction forms received to ensure the votes attached to all of the Common Shares you hold are counted.

Shareholders who wish to appoint a third-party as their proxyholder (i.e., persons other than the persons designated by Aclara on the form of proxy or identified on their voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder)) must carefully follow the instructions in their form of proxy or voting instruction form. If your proxyholder will be attending the Meeting virtually, these instructions include the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username that will act as their online sign-in credentials, which is required for them to vote at the Meeting and, consequently, only being able to attend the Meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy if they wish to vote virtually at the Meeting or appoint a third-party as their proxyholder.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their form of proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their form of proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an invite code to participate in the Meeting.

To register a proxyholder, shareholders MUST visit http://www.computershare.com/Aclara by 9:00 a.m. (Toronto time) on May 5, 2026, and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an invite code via email.

Without an invite code, proxyholders will not be able to attend and vote at the Meeting. A registered shareholder (or a non-registered shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the Meeting, will appear on a list of proxyholders prepared by Computershare, who is appointed to review and tabulate proxies for this Meeting. To be able to vote their shares at the Meeting, each registered shareholder or proxyholder will be required to enter their control number or invite code provided by Computershare at visit http://www.computershare.com/Aclara prior to the start of the Meeting.

In order to vote, non-registered shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/Aclara AFTER submitting their voting instruction form in order to receive an invite code.

Revoking your Vote

A non-registered shareholder may revoke a voting instruction form or proxy which has been given to an Intermediary by written notice to the Intermediary or by submitting a voting instruction form or proxy bearing a later date in accordance with the applicable instructions. In order to ensure that an Intermediary acts upon a revocation of a proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

Completing the Proxy Form

You can choose to vote “For” or “Withhold”, depending on the items listed on the proxy form.

When you sign the proxy form, you authorize the directors and/or officers of the Company who are named in the proxy form to vote your shares for you at the Meeting according to your instructions, unless you have appointed a third-party proxyholder to act as your proxy. If you return your proxy form and do not tell us how you want your shares voted, the individuals named as proxyholders in the proxy form intend to cast the votes represented by proxy at the Meeting in the following manner:

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“FOR” electing the nominee directors who are listed in the Circular;

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“FOR” appointing Ernst & Young as auditors of the Company;

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“FOR” renewing the Omnibus Long-Term Incentive Plan of the Company (the “ LTIP ”), as more particularly described in this Circular and the full text of the resolution approving the same in Appendix A to this Circular; and

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“FOR” authorizing the issuance of Tranche 2 of the Private Placement (such terms as defined herein), as more particularly described in this Circular and the full text of the resolution approving the same in Appendix B to this Circular.

If you are appointing a third-party proxyholder to vote your shares for you at the Meeting, write the name of the person voting for you in the space provided. If you do not specify how you want your shares voted, the third-party proxyholder will vote your shares as they see fit on each item and on any other matter that may properly come before the Meeting.

If you are an individual shareholder, you or your authorized attorney must sign the form. If you are a corporation or other legal entity, an authorized officer or attorney must sign the form.

If you need help completing your proxy form, please contact Computershare — Investor Services at 1-800-5646253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial).

Record Date, Quorum and Votes Necessary to Pass Resolutions

Each shareholder of record at the close of business on March 27, 2026 (the “ Record Date ”) is entitled to vote at the Meeting the Common Shares registered in his, her or its name on that date. The quorum for any meeting of shareholders is one or more persons present and holding or representing by proxy not less than 25% of the voting rights attaching to our outstanding voting shares.

You have one vote for each Common Share you hold on March 27, 2026. Please see “Other Important Information” in this Circular for more information. As at the close of business on April 6, 2026, 242,440,446 Common Shares were entitled to be voted at the Meeting.

Pursuant to the Business Corporations Act (British Columbia) (“ BCBCA ”) and our Articles of Incorporation (“ Articles ”), director elections are based on the plurality system, where shareholders vote “for” or “withhold” their votes for a director. Votes “withheld” are not counted, with the result that, technically, a director will be elected to the Board with just one vote in favor. However, pursuant to the Company’s Majority Voting Policy, as further described below, if a nominee for election as a director does not receive a greater number of votes “for” than votes “withheld”, the nominee shall tender his or her resignation to the Chair promptly following the meeting of shareholders at which the director was elected. Under our Articles, if there is a tie, the Chair of the Meeting does not cast the deciding vote.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to: (i) pass a resolution to elect directors to the Board; (ii) pass a resolution to appoint auditors for the ensuing year and authorize the directors to fix their remuneration; (iii) pass a resolution to renew the LTIP; and (iv) pass a resolution to issue Tranche 2 of the Private Placement.

Computershare will count and tabulate the votes for us.

Additional Information

For general shareholder enquiries, you can contact the Company’s transfer agent:

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by mail at:

Computershare 14th Floor – 320 Bay Street Toronto, Ontario Canada M5H 4A6;

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by telephone: within Canada and the United States toll-free at 1-800-564-6253, and from all other countries 1-514-982-7555;

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by fax: 1-416-263-9524 or 1-866-249-7775; or

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by email: [email protected].

BUSINESS OF THE MEETING

We will address the following items at the Meeting:

Receiving the Audited Annual Financial Statements

We will place before the Meeting the Company’s audited annual financial statements, including the auditors’ report, for the year ended December 31, 2025 (“ Fiscal 2025 ”). These financial statements together with the management’s discussion and analysis thereon are available on SEDAR+ at www.sedarplus.ca and the Company’s website at https://aclara-re.com/investor-relations/.

Election of Directors

The articles of the Company (“ Articles ”) provide that the Board shall consist of a minimum of three (3) and maximum of fifteen (15) directors. The Board has been empowered to determine from time to time by resolution of the number of directors within that provided for in the Articles.

The Board currently consists of ten (10) directors. See the “Election of Directors” section in this Circular for more information. Directors appointed at the Meeting will serve, subject to our Articles and the BCBCA, until the end of the next annual shareholder meeting or until their successors are elected or appointed.

Appointment of Independent Auditors

The Board recommends that Ernst & Young be appointed as auditors, and that the Board be authorized to fix the auditors’ remuneration. The auditors will serve until the end of the next annual shareholder meeting or until a successor is appointed. Ernst & Young was first appointed by the Board on March 29, 2022.

Information concerning the fees paid to the auditors of the Company for Fiscal 2025 and the year ended December 31, 2024 (“ Fiscal 2024 ”) may be found in our most recent Annual Information Form under the heading “ Audit Committee Information – External Auditor Service Fees ”, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Please see “ Appointment of Independent Auditors ” in this Circular for more information.

Renewal of the Omnibus Long-Term Incentive Plan

Pursuant to the requirements of the Toronto Stock Exchange (“ TSX ”), the LTIP must be presented to shareholders for approval of the unallocated entitlements every three (3) years. The LTIP was first established in 2021 in connection with Aclara’s initial public offering (“ IPO ”) and later amended pursuant to an ordinary resolution of shareholders passed at the 2023 annual general and special meeting of the Company.

The Board recommends that shareholders vote to pass an ordinary resolution renewing the LTIP, the full text of which is set out in Appendix A of this Circular. Please see “ Renewal of the Omnibus Long-Term Incentive Plan ” in this Circular for more information.

Approval of Share Issuance Pursuant to Private Placement

Shareholders will be asked to consider and, if deemed advisable, to pass the Share Issuance Resolution (as defined herein) approving the issuance of Common Shares pursuant to Tranche 2 of the previously announced Private Placement. Approval of the Share Issuance Resolution is required under the rules of the TSX in order to complete Tranche 2 of the Private Placement.

The Board recommends that shareholders vote to pass the Share Issuance Resolution, the full text of which is set out in Appendix B of this Circular. Please see " Approval of Share Issuance Pursuant to Private Placement " in this Circular for more information.

Considering Other Business

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote your shares on these items as he or she sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their judgment.

ELECTION OF DIRECTORS

Our Articles provide that the Board shall consist of a minimum of three (3) and a maximum of fifteen (15) directors, with the actual number to be determined from time to time by the Board . Each of the ten (10) director nominees are, as of the date of this Circular, intending to stand for election at this Meeting and will, subject to our Articles and the BCBCA, hold office until the end of the next annual general meeting of shareholders or until their successors are elected or appointed. All of the individuals who have been nominated as directors are currently members of the Board. All director nominees have agreed to stand for election or re-election at the Meeting.

The Board recommends voting “FOR” the resolution to elect each of the nominated directors.

If you do not specify how you want your shares voted, the individuals named as proxyholders in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the nominee directors in this Circular.

All nominees have established their eligibility and willingness to serve as directors. As of the date hereof, management of the Company does not expect that any of the nominees will be unable to serve as a director. However, if, for any reason, at the time of the Meeting, any of the nominees are unable to serve and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

Investor Rights Agreements

We are a party to an investor rights agreement with Pelham Investment Corporation and the Hochschild Mining Investor dated December 10, 2021 (the “ 2021 Investor Rights Agreement ”). Among other things, the 2021 Investor Rights Agreement includes certain director nomination rights (summarized below), among other shareholder rights. The New Hartsdale Investor was assigned the rights of Pelham Investment Corporation under the 2021 Investor Rights Agreement in connection with an internal reorganization of the holdings of Eduardo Hochschild that was effected in December 2023.

We are also party to an investor rights agreement with CAP S.A. (“ CAP ”) dated February 19, 2025 (the “ 2025 Investor Rights Agreement ”). The 2025 Investor Rights Agreement also includes certain director nomination rights (summarized below), among other shareholder rights.

A copy of each of the 2021 Investor Rights Agreement and the 2025 Investor Rights Agreement is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Nomination Rights

The 2021 Investor Rights Agreement provides that the New Hartsdale Group and Hochschild Mining Group are entitled to nominate, respectively, three (3) directors and one (1) director to our Board and are entitled to nominate a certain number of our directors for so long as they hold certain percentages of the Company’s issued and outstanding Common Shares on a non-diluted basis, as follows:

four (4) of our directors so long as the Investor Group holds at least 40% of the issued and outstanding Common Shares on a non-diluted basis;
three (3) of our directors so long as the Investor Group holds at least 30% of the issued and outstanding Common Shares on a non-diluted basis, but less than 40% thereof;
two (2) of our directors so long as the Investor Group holds at least 20% of the issued and outstanding Common Shares on a non-diluted basis, but less than 30% thereof; and
one (1) of our directors so long as the Investor Group holds at least 10% of the issued and outstanding Common Shares on a non-diluted basis, but less than 20% thereof.

The New Hartsdale Group’s nominees to our Board are Eduardo Hochschild, Nicolás Hochschild and Jorge Born, while the Hochschild Mining Group’s nominee to our Board is Eduardo Landin.

“ Hochschild Mining ” means Hochschild Mining plc.

“ Hochschild Mining Group ” means, collectively, the Hochschild Mining Investor and the Hochschild Mining Permitted Holders that are party to the Investor Rights Agreement from time to time.

“ Hochschild Mining Investor ” means Hochschild Mining Holdings Limited, a wholly-owned subsidiary of Hochschild Mining.

“ Hochschild Mining Permitted Holder ” means any of the Hochschild Mining Investor and any of its Affiliates that are not individuals or trusts.

“ Investor Group ” means either one of Hochschild Mining Group and the New Hartsdale Group.

“New Hartsdale Group” means, collectively, the New Hartsdale Investor and the New Hartsdale Permitted Holders that are party to the Investor Rights Agreement from time to time.

“ New Hartsdale Investor ” means New Hartsdale Capital Inc.

“ New Hartsdale Permitted Holder ” means any one of the New Hartsdale Investor and any of its Affiliates that are not individuals or trusts.

A person is an “ Affiliate ” of another if one of them is the subsidiary of the other or each of them is controlled by the same person.

A person is “ controlled ” by another person if: (i) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (ii) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (iii) the second person is limited partnership and the general partner of the limited partnership is the first person.

The 2025 Investor Rights Agreement provides that for so long as CAP holds, directly or indirectly, between at least 10% and up to 15% of the issued and outstanding Common Shares outstanding (calculated on a nondiluted basis), Mr. Juan Enrique Rassmuss will be the only eligible designated nominee of CAP for election to the Board. Once CAP attains, and for so long as CAP holds, at least 15% of the issued and outstanding Common Shares (calculated on a non-diluted basis), it shall have the right to designate any eligible nominee for election to the Board.

Advance Notice Provisions

We have included certain advance notice provisions with respect to the election of our directors in our Articles (the “ Advance Notice Provisions ”). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual general meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include: (i) in the case of an annual meeting of shareholders (including annual general and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date (the “ Notice Date ”) of the annual general meeting of shareholders is less than 50 days before the meeting date, not 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 general meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

A copy of the Company’s Articles is available on our website at https://aclara-re.com/investor-relations/ and under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Majority Voting Policy

In accordance with the requirements of the TSX, our Board has adopted a “ Majority Voting Policy ” to the effect that a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld” with respect to the election of directors by shareholders shall tender his or her resignation to the Chair promptly following the meeting of shareholders at which the director was elected. Our Compensation, Nominating and Corporate Governance Committee (“ CNCG Committee ”) will consider such offer and make a recommendation to our Board whether to accept it or not. Our Board will promptly accept the resignation unless it determines, in consultation with our CNCG Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board will make its decision and announce it in a press release within 90 days following the meeting of shareholders. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our Board or our CNCG Committee at which the resignation is considered.

Description of Proposed Director Nominees

The following sets out certain information regarding each of our nominee directors:

Ramon Barua Director and Chief Executive Officer Age: 53 Lima, Peru Director Since: May 5, 2021 Non-Independent: Mr. Barua is not independent by virtue of the fact that he is an executive officer of the Company.	Mr. Barua was appointed Chief Executive Officer of the Company in October 2021, prior to which he served as the Chief Financial Officer of Hochschild Mining since June 2010. Prior to his appointment as Chief Financial Officer of Hochschild Mining, he served in various positions with other companies associated with the Hochschild Group, namely Chief Executive Officer of Fosfatos del Pacifico S.A., General Manager for Hochschild Mining’s Mexican operations and Deputy Chief Executive Officer and Chief Financial Officer of Cementos Pacasmayo. Prior to joining the Hochschild Group, Mr. Barua was a Vice President of Debt Capital Markets with Deutsche Bank and a sales analyst with Banco Santander. Mr. Barua is an economics graduate of Universidad de Lima and holds an MBA from Columbia Business School.	Mr. Barua was appointed Chief Executive Officer of the Company in October 2021, prior to which he served as the Chief Financial Officer of Hochschild Mining since June 2010. Prior to his appointment as Chief Financial Officer of Hochschild Mining, he served in various positions with other companies associated with the Hochschild Group, namely Chief Executive Officer of Fosfatos del Pacifico S.A., General Manager for Hochschild Mining’s Mexican operations and Deputy Chief Executive Officer and Chief Financial Officer of Cementos Pacasmayo. Prior to joining the Hochschild Group, Mr. Barua was a Vice President of Debt Capital Markets with Deutsche Bank and a sales analyst with Banco Santander. Mr. Barua is an economics graduate of Universidad de Lima and holds an MBA from Columbia Business School.

Board/Committee Membership(1)(3)	Meeting Attendance (2025)
Board	4 of 4
Securities Held (as of April 6, 2026):
Voting Shares		Restricted Share Units
3,974,157		591,809

Eduardo Hochschild Director and Chairman of the Board Age: 62 Lima, Peru Director Since: October 15, 2021 Non-Independent: Mr. E. Hochschild is not independent as a result of his relationship with Hochschild Mining.	Mr. E. Hochschild has been Chairman of Hochschild Mining since 2006 and has over 30 years of experience in the extractive industries sector. Mr. E. Hochschild graduated from Tufts University, Boston with a Bachelor of Science degree in physics and mechanical engineering. He holds numerous board appointments, including as Chairman of Cementos Pacasmayo S.A.A and Non-Executive Chairman at non-profit organizations such as UTEC, TECSUP and the Institute of Contemporary Art and as Advisor to the Economic Counsel of the Conferencia Episcopal Peruana. Mr. E. Hochschild joined the Hochschild Group in 1987 as Safety Assistant at the Arcata unit, becoming Head of the Hochschild Mining Group in 1998.

Board/Committee Membership(1)(3)	Meeting Attendance (2025)
Board Nominee of the New Hartsdale Group	4 of 4

Securities Held (as of April 6, 2026): Voting Shares

Restricted Share Units Nil

1,320,958

Paul Adams Director Age: 65 Florida, United States Director Since: December 2, 2021 Independent	Mr. Adams is a member of the board of directors of OC Oerlikon Corporation AG, Pfäffikon and Chromalloy Corp., and a senior advisor to VulcanForms, Inc. Mr. Adams has deep experience across the aerospace industry and in engine manufacturing in particular, gained from over 30 years of leadership experience in the aviation industry. Mr. Adams has spent much of his career with Pratt & Whitney where he held various senior management roles including Chief Operating Officer before serving as President until 2016. He was Chief Operating Officer at Precision Castparts, the world’s largest supplier of aerospace metal, castings and forgings until 2018. Mr. Adams gained a degree in aerospace engineering from the University of Michigan and in 2013 was inducted to the National Academy of Engineering, Washington DC.	Mr. Adams is a member of the board of directors of OC Oerlikon Corporation AG, Pfäffikon and Chromalloy Corp., and a senior advisor to VulcanForms, Inc. Mr. Adams has deep experience across the aerospace industry and in engine manufacturing in particular, gained from over 30 years of leadership experience in the aviation industry. Mr. Adams has spent much of his career with Pratt & Whitney where he held various senior management roles including Chief Operating Officer before serving as President until 2016. He was Chief Operating Officer at Precision Castparts, the world’s largest supplier of aerospace metal, castings and forgings until 2018. Mr. Adams gained a degree in aerospace engineering from the University of Michigan and in 2013 was inducted to the National Academy of Engineering, Washington DC.

Board/Committee Membership(1)	Meeting Attendance (2025)
Board Audit Committee CNCG Committee	4 of 4 4 of 4 1 of 1
Securities Held (as of April 6, 2026):
Voting Shares		Restricted Share Units
885,939		Nil

Catharine Farrow Lead Independent Director Age: 61 Ontario, Canada Director Since: December 2, 2021 Independent	Dr. Farrow is a director of Franco-Nevada Corporation. She is a Registered Professional Geoscientist (PGO) with more than 30 years of mining industry experience. She also serves as a Director of ALS Limited and of Eldorado Gold Corporation and is active in the mining industry in both private companies and academia. She was a member of the board of directors Centamin plc from 2019 to 2024. From 2012 to 2017 she was Founding CEO, Director and Co-Founder of TMAC Resources Inc. Dr. Farrow has served on the board of directors of a number of private companies, not-for-profits, and government advisory boards. She received an Honourary Doctorate in Business Administration from Laurentian University in 2024. Dr. Farrow obtained her BSc (Hons) from Mount Allison University, her MSc from Acadia University and her PhD from Carleton University. She also obtained a Professional Certificate in Cybersecurity Leadership from Cornell University (2024) and holds the ICD.D designation.

Board/Committee Membership(1)	Meeting Attendance (2025)
Board Audit Committee CNCG Committee Sustainability Committee	4 of 4 4 of 4 1 of 1 4 of 4

Securities Held (as of April 6, 2026): Voting Shares Restricted Share Units 861,771 Nil

Maria Recart Director Age: 62 Región Metropolitana de Santiago, Chile Director Since: February 9, 2023 Independent	Ms. Recart has been a member of the board of directors, and President of the Audit Committee, of CAP since 2021 and a board member of Comunidad Mujer, a Chilean non-profit organization advocating for women’s issues in public policy since 2021. Previously, Ms. Recart was the Rector of Universidad Santo Tomás from 2019 to 2023. Prior to that, she worked at BHP from 2010 to 2018 as Vice President Corporate Affairs and during that time, she also served as a member of the Owners’ Council of Escondida, Vice President of the board of directors of Fundación Chile, Vice President of Centro de Entrenamiento Industrial y Minero (CEIM), and Vice President of Fundación Minera Escondida. Ms. Recart served as Vice Minister of Finance of Chile between 2006 and 2010. Ms. Recart is an economics graduate of Universidad de Concepción in Chile and holds a master’s in economy from Georgetown University in the United States.	Ms. Recart has been a member of the board of directors, and President of the Audit Committee, of CAP since 2021 and a board member of Comunidad Mujer, a Chilean non-profit organization advocating for women’s issues in public policy since 2021. Previously, Ms. Recart was the Rector of Universidad Santo Tomás from 2019 to 2023. Prior to that, she worked at BHP from 2010 to 2018 as Vice President Corporate Affairs and during that time, she also served as a member of the Owners’ Council of Escondida, Vice President of the board of directors of Fundación Chile, Vice President of Centro de Entrenamiento Industrial y Minero (CEIM), and Vice President of Fundación Minera Escondida. Ms. Recart served as Vice Minister of Finance of Chile between 2006 and 2010. Ms. Recart is an economics graduate of Universidad de Concepción in Chile and holds a master’s in economy from Georgetown University in the United States.

Board/Committee Membership(1)	Meeting Attendance (2025)
Board Sustainability Committee	3 of 4 3 of 4
Securities Held (as of April 6, 2026):
Voting Shares		Restricted Share Units
242,111		Nil

Sanjay Sarma Director Age: 58 Massachusetts, United States Director Since: October 15, 2021 Independent	Mr. Sarma is a Professor of Mechanical Engineering at Massachusetts Institute of Technology (MIT) and Vice President for Open Learning at MIT. He also currently serves as board member of Top Flight Technologies and G1S US and edX, the entity set up by MIT and Harvard to facilitate the distribution of free online education worldwide. From January 2017 to October 2021, Mr. Sarma was an independent non-executive director of Hochschild Mining. Prior to that, Mr. Sarma founded and served as a board member and Chief Technology Officer of OAT Systems (subsequently acquired by Checkpoint Systems) and worked at Schlumberger Oilfield Services.

Board/Committee Membership(1)	Meeting Attendance (2025)
Board Audit Committee CNCG Committee	4 of 4 4 of 4 1 of 1
Securities Held (as of April 6, 2026):
Voting Shares		Restricted Share Units
662,539		Nil

Nicolás Hochschild Mr. N. Hochschild has been a M&A Associate of Forum Brands Director since June 2020. Mr. N. Hochschild previously served as Investment Banking Summer Analyst at Credit Suisse and JP Morgan. Prior to that, Mr. N. Hochschild founded and was the Age: 28 CEO of Acai Guys. He also currently serves as a board member Lima, Peru for Hochschild Mining and UTEC (Peruvian non-profit Director Since: May 5, 2023 University). Mr. N. Hochschild holds a Bachelor degree in Science and Mechanical Engineering and a Masters in Management Science and Engineering from Stanford Non-Independent: Mr. N. Hochschild is University. non-independent as a result of his relationship with Mr. E. Hochschild, as an immediate family member.

Board/Committee Membership(1)(3)	Meeting Attendance (2025)	Meeting Attendance (2025)
Board	4 of 4
Nominee of the New Hartsdale Group
Securities Held (as of April 6, 2026):
Voting Shares		Restricted Share Units
222,193		Nil

Jorge Born Director Age: 63 Buenos Aires, Argentina Director Since: Feb 22, 2024 Non-independent: Mr. Born is not independent as a result of his previous role with Hochschild Mining.	Mr. Born worked at Bunge, a global leader in agribusiness headquartered in Brazil until 2001, for over 30 years, holding various positions, including CEO and board member for over 10 years. During his last 12 years with Bunge, from 2001 to 2013, Mr. Born served as the Deputy Chairman and Lead Independent Director, chairing the central risk and finance management committee of the board of directors. Mr. Born is also the founder and Executive President of Consult y Asociados S.A., a private M&A boutique company focused on developing opportunities with multinational companies in Argentina, Uruguay and Paraguay. From 2010 to 2022, Mr. Born was a member of the board of directors and chair of all board of director committees of Dufry Group, a leading global retailer. In addition, Mr. Born has served as a non-executive director at Hochschild Mining since 2006 and has been a member of the board of directors of Caldenes Agropecuaria from 1997 to 2020. Additionally, he has been the chairman of Fundación Bunge and Born, an Argentinian NGO, since 2007.	Mr. Born worked at Bunge, a global leader in agribusiness headquartered in Brazil until 2001, for over 30 years, holding various positions, including CEO and board member for over 10 years. During his last 12 years with Bunge, from 2001 to 2013, Mr. Born served as the Deputy Chairman and Lead Independent Director, chairing the central risk and finance management committee of the board of directors. Mr. Born is also the founder and Executive President of Consult y Asociados S.A., a private M&A boutique company focused on developing opportunities with multinational companies in Argentina, Uruguay and Paraguay. From 2010 to 2022, Mr. Born was a member of the board of directors and chair of all board of director committees of Dufry Group, a leading global retailer. In addition, Mr. Born has served as a non-executive director at Hochschild Mining since 2006 and has been a member of the board of directors of Caldenes Agropecuaria from 1997 to 2020. Additionally, he has been the chairman of Fundación Bunge and Born, an Argentinian NGO, since 2007.

Board/Committee Membership(1)	Meeting Attendance (2025)
Board Nominee of the New Hartsdale Group	3 of 4
Securities Held (as of April 6, 2026):
Voting Shares		Restricted Share Units
362,441		Nil

Eduardo Landin Mr. Landin has been the CEO and executive director of Director Hochschild Mining since August 29, 2023. Prior to assuming his current position, Mr. Landin joined Hochschild Mining in 2008 as General Manager of Argentinian operations, and subsequently Age: 56 served as General Manager of Projects in 2011 and COO in Lima, Peru 2013. These past roles with the company included taking direct responsibility for the development of the Inmaculada and Crespo Director Since: May 6, 2024 Advanced Projects. Prior to joining Hochschild Mining, Mr. Landin held the position of Corporate Development Manager at Non-Independent: Mr. Landin is not Cementos Pacasmayo, an associate company of the Hochschild independent as a result of his role with Group, and, prior to that, served at the Government of Peru's Hochschild Mining. Ministry of Energy and Mines and worked for Repsol S.A. in England, Spain and Peru for over ten (10) years. Mr. Landin is a British Chartered Mechanical Engineer and holds a B.Eng (Honours) in Mechanical Engineering from Imperial College, London, and an Executive MBA from the Universidad de Piura, Peru. He is also a Fellow of the British Institution of Mechanical Engineers. Board/Committee Membership[(1)(3)] Meeting Attendance (2025) Board 4 of 4 Nominee of the Hochschild Mining Group Securities Held (as of April 6, 2026): Voting Shares Restricted Share Units 218,889 Nil

Juan Enrique Rassmuss Director Age: 61 Región Metropolitana de Santiago, Chile Director Since: March 13, 2025 Independent	Mr. Rassmuss is a professional with a distinguished international career in Germany, Argentina, Brazil, Peru and Paraguay. Since 2016, he has led his family’s companies in the mining, energy and industrial sectors, contributing his vision and experience. In 2009, he joined the board of directors of the publicly traded company Invercap S.A.; in December 2018, he joined the board of directors of CAP, which he has chaired since May 2023; and in November 2019, he joined the board of directors of Compañía Minera del Pacífico (CMP). In parallel to his business activities, he is an ambassador for Endeavor Chile due to his interest in promoting the entrepreneurship as a driver of development and a board member of the Fundación Encuentros del Futuro, contributing to the reflection on the challenges and opportunities for Chile in a constantly changing world. He is a director and founder of Fundación Rassmuss, through which the foundation implements comprehensive solutions to problems in the areas of education and health, working in cooperation with strategic allies. Mr. Rassmuss studied Industrial Civil Engineering at the Pontifical Catholic University of Chile.	Mr. Rassmuss is a professional with a distinguished international career in Germany, Argentina, Brazil, Peru and Paraguay. Since 2016, he has led his family’s companies in the mining, energy and industrial sectors, contributing his vision and experience. In 2009, he joined the board of directors of the publicly traded company Invercap S.A.; in December 2018, he joined the board of directors of CAP, which he has chaired since May 2023; and in November 2019, he joined the board of directors of Compañía Minera del Pacífico (CMP). In parallel to his business activities, he is an ambassador for Endeavor Chile due to his interest in promoting the entrepreneurship as a driver of development and a board member of the Fundación Encuentros del Futuro, contributing to the reflection on the challenges and opportunities for Chile in a constantly changing world. He is a director and founder of Fundación Rassmuss, through which the foundation implements comprehensive solutions to problems in the areas of education and health, working in cooperation with strategic allies. Mr. Rassmuss studied Industrial Civil Engineering at the Pontifical Catholic University of Chile.

Board/Committee Membership(1)(3)	Meeting Attendance (2025)
Board Nominee of CAP	3 of 4
Securities Held (as of April 6, 2026):
Voting Shares		Restricted Share Units
484,641		Nil

Notes:

(1) The specified director is currently a member of each Board committee noted.
(2) See “ — Ownership Interest ” below.
(3) No director nominee of the Investor Group who is an officer or employee of the Company is entitled to receive any compensation for his or her service as a director of our Board. See the “ Director Compensation ” section of this Circular.

Ownership Interest

Our directors and executive officers, as a group, beneficially own, or control or direct, directly or indirectly an aggregate of 10,956,232 Common Shares, representing approximately 4.5% of our issued and outstanding Common Shares as of the record date. This figure excludes 80,340,876 Common Shares owned by New Hartsdale Investor, an irrevocable discretionary trust which is under the control and direction of independent trustees, representing approximately 36.13% of the issued and outstanding Common Shares. As previously disclosed, the Common Shares previously held by Pelham Investment Corporation were ultimately transferred to New Hartsdale Investor pursuant to a series of internal reorganization transactions, and in connection with the internal reorganization, such shares held by New Hartsdale Investor were subsequently transferred to an irrevocable, discretionary trust which is under the control and direction of independent trustees and whose permitted beneficiaries are Eduardo Hochschild, his spouse, his children and their descendants.

Corporate Cease Trade Orders and Bankruptcies

None of the directors or executive officers of the Company, and to the best of our knowledge, no shareholder holding a sufficient number of securities to affect materially the control of the Company is, as at the date of this Circular, or has been within the 10 years before the date of this Circular: (a) a director, chief executive officer or chief financial officer of any company that was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (c) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days.

Penalties or Sanctions

None of the directors or executive officers of the Company, and to the best of its knowledge, no shareholder holding a sufficient number of securities to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Individual Bankruptcies

None of the directors or executive officers of the Company, and to the best of its knowledge, no shareholder holding a sufficient number of securities to affect materially the control of the Company, has, within the 10 years prior to the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

APPOINTMENT OF INDEPENDENT AUDITORS

The Board recommends that Ernst & Young be appointed as auditor of the Company to hold office until the next annual general meeting of shareholders or until a successor auditor is appointed and that the Board be authorized to fix the auditor’s remuneration.

Information about the fees paid to the auditor of the Company for Fiscal 2025 and Fiscal 2024 may be found in our most recent Annual Information Form under the heading “ Audit Committee Information – External Auditors and Service Fees ”, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Board recommends voting “FOR” the resolution to approve the appointment of Ernst & Young as auditor of the Company and the authorization of the Board to fix the auditor’s remuneration.

If you do not specify how you want your shares voted, the individuals named as proxyholders in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the appointment of Ernst & Young as our auditor until the next annual general meeting of shareholders or until a successor auditor is appointed, and authorization of the Board to fix Ernst & Young’s remuneration.

RENEWAL OF THE OMNIBUS LONG-TERM INCENTIVE PLAN

The Company established the LTIP on December 10, 2021. At the 2023 annual general and special meeting of the Company, shareholders of the Company passed an ordinary resolution approving amendments to the LTIP which included: (i) to provide that the aggregate number of Common Shares issuable under the LTIP and under all other security-based compensation arrangements of the Company be increased to 10% of the total number of Common Shares issued and outstanding from time to time, from the previous maximum of 5%; (ii) to provide that the number of Common Shares that may be (A) issued to insiders of the Company within any one-year period, or (B) issuable to the insiders of the Company at any time, in each case, under the LTIP alone or when combined with all other security-based compensation arrangements, shall not exceed 10% of the total number of Common Shares issued and outstanding from time to time, from the previous maximum of 3%; and (iii) to remove the restriction that the number of Common Shares that may be issued to non-employee directors of the Company at any time under the LTIP shall not exceed 1.0% of the total number of Common Shares issued and outstanding from time to time.

If approval of the LTIP is obtained at the Meeting, the Company will not be required to seek further approval of the unallocated entitlements under the LTIP until the Company’s annual meeting of shareholders to be held in 2029 (provided that such meeting is held on or prior to May 7, 2029). If approval is not obtained at the Meeting, awards that have not been allocated as of May 7, 2026 and awards that are outstanding as of May 7, 2026 and that are subsequently cancelled, terminated or exercised will not be available for a new grant of equity incentives under the LTIP until such time as shareholder approval is obtained. Awards allocated prior to May 7, 2026 will be unaffected by the approval or disapproval of the LTIP.

See “ Compensation Discussion and Analysis —Omnibus Long-Term Incentive Plan (LTIP)” for a detailed summary of our LTIP. Shareholders will be asked to consider and, if thought fit, pass an ordinary resolution to renew the LTIP. The full text of the resolution to renew the LTIP is attached as Appendix A to this Circular.

The Board recommends voting “FOR” the resolution to renew the LTIP.

If you do not specify how you want your shares voted, the individuals named as proxyholders in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the resolution to renew the LTIP.

APPROVAL OF SHARE ISSUANCE TO INSIDERS PURSUANT TO PRIVATE PLACEMENT

Overview and Background to Private Placement

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, approve, with or without variation, the Share Issuance Resolution approving the issuance of Common Shares of the Company in connection with Tranche 2 of the Private Placement (such terms as hereinafter defined and described), the full text of which is set out in Appendix B to the Circular.

The execution and public announcement of the Private Placement was the culmination of a review of financing alternatives by the Company and arm’s length negotiations between representatives of the Company, on the one hand, and representatives of certain investors (including existing Shareholders) of the Company, on the other hand, together with each of their respective advisors.

‑ In connection with its desire to continue development of its flagship project, a 9,863 hectare heavy rare earth element ionic clay project located in Nova Roma, Goiás, Brazil (the “ Carina Project ”), and the development of its integrated supply chain strategy, including the development of its heavy rare earths facility in Louisiana (United States) and the expansion of its rare earth value chain through Aclara Metals Inc., representatives and legal counsel of the Company, CAP, Hochschild Mining and New Hartsdale commenced formal negotiation of definitive subscription agreements for the Private Placement and the parties negotiated the terms and conditions of the Private Placement.

During the first quarter of 2026, counsel to the Company prepared drafts of the Subscription Agreements (as defined below) and related documentation for the Private Placement, and the Board considered and discussed the proposed transaction in detail. In assessing the transaction, among other things, the Board considered the reasons for, and the risks in relation to, executing the proposed Subscription Agreements with CAP, Hochschild Mining and New Hartsdale. On the basis of its discussions and deliberations, the Board concluded that the significant benefits to the Company from the Private Placement (including its ability to proceed with the development of the Carina Project) justified pursuing the Private Placement. The Board (other than those members who recused themselves due to conflicts of interest) therefore concluded that the Private Placement was in the best interests of the Company and approved the Private Placement.

On March 19, 2026, the Company announced that it had entered into a subscription agreement (each, a “ Subscription Agreement ”) with each of CAP, Hochschild Mining and New Hartsdale (collectively, the “ Investors ”), pursuant to which it intended to sell, on a non ‑ brokered private placement basis, 24,215,548 Common Shares issued from treasury at a subscription price of C$2.83 per Common Share for aggregate gross proceeds of US$50,000,001 (collectively, the “ Private Placement ”). The subscription price represented an approximately 10% discount below the 5-day volume weighted average price of the Common Shares on the TSX as of the close of trading on March 18, 2026.

The Private Placement will be completed in two tranches pursuant to exemptions from the prospectus requirements under applicable securities laws: (i) a first tranche (“ Tranche 1 ”) of 20,078,697 Common Shares for an aggregate subscription amount of US$41,485,275.58 that closed on April 1, 2026; and (ii) a second tranche (“ Tranche 2 ”) of 4,136,851 Common Shares for an aggregate subscription amount of US$8,541,725.03 that is expected to close on or before May 12, 2026. The 24,215,548 Common Shares to be issued pursuant to the Private Placement represent 10.9% of the issued and outstanding number of Common Shares of the Company, pre-transaction, on a non-diluted basis.

Under the terms of the Subscription Agreements, each of Hochschild Mining, New Hartsdale and CAP has agreed to subscribe for and purchase from the Company an aggregate of 4,843,109, 9,686,219 and 9,686,220 Common Shares, respectively:

spectively:
Investor	Tranche 1 (Common Shares)	Tranche 2 (Common Shares)
Hochschild Mining	4,015,739	827,370
New Hartsdale	8,031,479	1,654,740
CAP	8,031,479	1,654,741
Total	20,078,697	4,136,851

In order to comply with the rules of the TSX, the Company is required to obtain approval for Tranche 2 of the Private Placement from holders of a majority of the Common Shares present in person or by proxy at the Meeting, excluding Common Shares held by insiders participating in the Private Placement (“ Shareholder Approval ”). In addition to obtaining Shareholder Approval, the closing of Tranche 2 remains subject to the approval of the TSX and other customary closing conditions. See “ Securities Regulatory Matters ” below.

The Company intends to use the net proceeds from the Private Placement to fund the continued development of its Carina Project in Brazil, to advance its integrated supply chain strategy, including the development of its heavy rare earths facility in Louisiana (United States), the expansion of its rare earth value chain through Aclara Metals Inc. and other related initiatives, and for general corporate purposes.

The Private Placement is non-brokered and will not result in the payment of any broker fees or commissions.

Share Issuance Resolution

At the Meeting, the Disinterested Shareholders (as defined below) will be asked to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving and authorizing the issuance of 4,136,851 Common Shares pursuant to Tranche 2 of the Private Placement, the full text of which is set out in Appendix B to the Circular (the “ Share Issuance Resolution ”). Pursuant to the rules of the TSX in calculating the requisite approval of the Share Issuance Resolution, only the votes cast by the Disinterested Shareholders will be included. To be effective, the Share Issuance Resolution must be approved by a majority of the votes cast in person or by proxy at the Meeting.

The Board believes that the approval of the foregoing resolution is in the Company’s best interest and recommends that the Disinterested Shareholders vote “ FOR ” the Share Issuance Resolution. The enclosed voting instruction form permits Shareholders to vote “For” or “Withhold” the Share Issuance Resolution. If you do not specify how you want your Common Shares voted, the persons named as proxyholders in the enclosed voting instruction form intend to cast the votes represented by proxy at the Meeting “FOR” the Share Issuance Resolution.

Recommendation of the Board

The disinterested members of the Board have determined that the Private Placement is in the best interests of the Company. Accordingly, the Board (other than the directors who recused themselves due to a conflict of interest) has unanimously approved the Private Placement and recommends that Disinterested Shareholders vote “FOR” the Share Issuance Resolution.

The following overview of the discussion of the Board is not intended to be exhaustive but includes a summary of the material information and factors considered in relation to the Private Placement.

In making its recommendation that Shareholders vote “ FOR ” the Share Issuance Resolution, the Board (excluding those members who recused themselves due to conflicts of interest) carefully considered, among other things, the following factors:

the Company’s financing requirements in respect of the next year of development work of the Carina Project, its integrated supply chain strategy, including the development of its heavy rare earths facility in Louisiana (United States), the expansion of its rare earth value chain through Aclara Metals Inc. and other related initiatives, in addition to other anticipated corporate costs of the Company;
alternative budgetary and financing options available to the Company;
the potential dilution to existing Shareholders as a result of the issuance of the Common Shares to the Investors pursuant to the Private Placement;
that the Share Issuance Resolution must be approved by a majority of the votes cast by Disinterested Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat; and
all other matters deemed relevant by the Board.

The Board (other than the directors who recused themselves due to a conflict of interest) unanimously approved the Private Placement on March 18, 2026.

During the course of evaluating the Private Placement, the members of the Board consulting with the Company’s senior management, legal counsel and financial advisors, reviewed relevant information and considered a number of factors, including the factors described above. No materially contrary views by a director or any material disagreement between the Board arose during consideration of the Private Placement by the Board.

Insider Participation, Dilution and Resulting Share Ownership

Certain “insiders” of the Company (as determined in accordance with the rules of the TSX), namely Hochschild Mining, New Hartsdale and CAP, are parties to the Subscription Agreements and, on one or more closings of the Private Placement, will acquire Common Shares from the Company.

As noted by their current holdings, each of Hochschild Mining and CAP are insiders of the Company due to owning 19.30% and 12.45% of the issued and outstanding Common Shares of the Company, respectively. New Hartsdale is considered a ‘control person’ under applicable securities laws by virtue of owning 36.45% of the issued and outstanding Common Shares of the Company. Each of Eduardo Hochschild and Juan Enrique Rassmuss are excluded by virtue of being an associate of an insider of the Company.

Based on information known to the Company as of the date of this Circular, the following table sets forth, for the Investors, their current holdings of Common Shares and the number of Common Shares to be held by each of them upon the completion of Tranche 2 of the Private Placement.

Investor	Current Holdings of Common Shares	Total Ownership Prior to Completion of Tranche 2 (%)	Total Holdings of Common Shares Upon Completion of Tranche 2	Total Ownership Upon Completion of Tranche 2 (%)
Hochschild Mining	46,802,843	19.30%	47,630,213	19.32%
New Hartsdale	88,372,355	36.45%	90,027,095	36.51%
CAP	30,194,622	12.45%	31,849,363	12.92%

Securities Regulatory Matters

TSX Requirements – Issuance Greater than 10% to an Insider

Section 604(a)(ii) of the TSX Company Manual requires issuers to obtain disinterested shareholder approval of private placements and related transactions that provide consideration to insiders in aggregate of 10% or greater of the market capitalization of the listed issuer during any six month period. The Company's market capitalization is approximately C$756 million based on the closing price of the shares on TSX of C$3.40 on April 1, 2026 and the 222,361,749 shares outstanding on the date thereof.

In addition, Subsection 607(g) of the TSX Company Manual provides that the TSX will require that securityholder approval be obtained for private placements:

(i) for an aggregate number of listed securities issuable greater than 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction if the price per security is less than the market price; or
(ii) that during any six-month period are to insiders for listed securities or options, rights or other entitlements to listed securities greater than 10% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the first private placement to an insider during the six-month period.

If Tranche 2 of the Private Placement is completed, the issuance of Common Shares thereunder to the Investors will exceed the limitations in 604(a)(ii) and 607(g)(ii) described above, given that the Common Shares issuable in Tranche 2 of the Private Placement, when aggregated with the Common Shares issued pursuant to Tranche 1 of the Private Placement and other issuances of securities to insiders of the Company over the past six months (as part of the Company’s executive compensation plan), will result in the issuance to insiders of greater than 10% of the number of Common Shares currently issued and outstanding and the consideration issued to insiders pursuant to the Private Placement is equal to C$79.7 million, which represents approximately 10.54% of the Company’s current market capitalization.

Accordingly, under Subsection 607(g)(ii) of the TSX Company Manual, the Company is required to obtain the approval of a majority of the Shareholders voting in person or by proxy in favour of the Share Issuance Resolution, with the votes attached to the Common Shares beneficially owned or controlled by the Investors excluded from such vote.

The table below sets out the ownership of Common Shares of the Investors who are also insiders of the Company, along with their respective percentage interest in the Company as of the Record Date that will be excluded from the vote on the Share Issuance Resolution for purposes of the TSX Company Manual (collectively, the “ TSX Excluded Shareholders ”):

Excluded from Voting on the Share Issuance Resolution (TSX):

Shareholder	Current Holdings of Common Shares	Ownership Interest (%)
Hochschild Mining	42,787,104	19.24%
New Hartsdale	80,340,876	36.13%
CAP	22,163,143	9.97%
Eduardo Hochschild	1,320,958	0.54%

	Shareholder	Current Holdings of Common Shares	Ownership Interest (%)
	Juan Enrique Rassmuss	484,641	0.20%
	Total	147,096,722	66.08%

The Private Placement will not materially affect control of the Company.

The Company has received conditional approval for the listing of the Common Shares on the TSX, subject to satisfaction of certain conditions, including the approval of the Disinterested Shareholders of the Share Issuance Resolution.

Related Party Transaction

The participation by Hochschild, CAP and New Hartsdale in the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), for which the Company was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as neither the fair market value of the securities issued to Hochschild, CAP and New Hartsdale under the Private Placement nor the consideration paid by Hochschild, CAP and New Hartsdale exceeded 25% of the Company’s market capitalization, in each case as determined under MI 61-101.

Risk Factors

In the course of its deliberations, the Board identified and considered a variety of risks, including without limitation potentially negative factors relating to the Private Placement. Among other things, if the Private Placement is not completed or is delayed, there could be an adverse effect on Aclara’s business and the market price of the Common Shares, and the Company may not be able to pursue its strategic objectives.

In connection with the Private Placement, Shareholders should also carefully consider the description and further discussion of the risk factors applicable to the Company’s business is contained under the heading “ Risk Factors ” in Aclara’s Annual Information Form dated March 18, 2026.

DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain global talent to serve on our Board, taking into account the risks and responsibilities of being an effective director. Our objective regarding director compensation is to follow best practices with respect to retainers, the format and weighting of the cash and equity components of compensation, and the implementation of share ownership guidelines. We believe that our approach has helped attract, and will continue to help to attract and retain, strong members for our Board who will be able to fulfill their fiduciary responsibilities without competing interests.

Compensation for all non-employee directors is comprised of cash and share-based awards granted under the LTIP, including restricted share units (“ RSUs ”) and deferred share units (“ DSUs ”). Non-employee directors may elect to take all or a portion of their annual Board retainer in the form of RSUs or DSUs. The number of sharebased awards granted to non-employee directors annually is calculated as the non-employee director’s annual share-based awards retainer, divided by the historical closing price of the Common Shares. The value of the amount paid out will be determined as the fair market value of the accrued amount.

The total non-employee director retainer is deemed to be full payment for the role of director. The exception to this approach would be in the event of a merger or acquisition, or other special circumstance that required more meetings than are typically required, in which case a “special” fee may be granted. Also, a retainer premium is provided to committee chairs to reflect the additional time commitment, level of responsibility and skills required in these roles.

The chart below outlines our director compensation program for our non-employee directors:

	Cash-based awards	Share-based awards
Retainer – Chair	US$100,000	US$200,000
Retainer – Board Member	US$50,000	US$100,000
Additional Retainer – Audit Committee Chair	US$10,000	-

Directors who are employees of the Company will not receive any compensation for serving on the Board, and as such, Ramon Barua, as the Chief Executive Officer of the Company, does not receive additional compensation for serving as a director on our Board.

In addition, pursuant to the 2021 Investor Rights Agreement and the 2025 Investor Rights Agreement, no director nominee of the Investor Group or CAP, who is an officer or employee of the Company, is entitled to receive any compensation for his or her service as a director or on any committee of the Board.

Director Compensation Table

The following table sets out information concerning compensation earned by, paid to, or awarded to each nonemployee director for Fiscal 2025:

Name(2)(3)	Cash- based awards(1) (US$)	Share- based awards(1) (US$)	Option- based awards (US$)	Non-equity incentive plan compen- sation (US$)	Pension value (US$)	All other compensation (US$)	Total(1) (US$)
Eduardo Hochschild	100,000	200,000	-	-	-	-	300,000
Paul Adams	60,000	100,000	-	-	-	-	150,000
Catharine Farrow	50,000	100,000	-	-	-	-	150,000
Maria Recart	50,000	100,000	-	-	-	-	150,000
Sanjay Sarma	50,000	100,000	-	-	-	-	150,000
Nicolás Hochschild	50,000	100,000	-	-	-	-	150,000
Jorge Born	50,000	100,000	-	-	-	-	150,000
Joao Miranda	-	-	-	-	-	-	-
Juan Enrique Rassmuss	50,000	100,000	-	-	-	-	150,000
Eduardo Landin	25,000	50,000	-	-	-	-	75,000

Notes:

(1) Effective January 1, 2023, Mr. E. Hochschild is entitled to a per annum cash compensation of US$100,000 and a per annum sharebased award in the amount of US$200,000, which Mr. E. Hochschild may elect to receive in the form of RSUs. Effective January 1, 2023, each of Messrs and Mesdames Adams, Farrow, Recart, Sarma, N. Hochschild, Miranda and Born are entitled to a per annum cash compensation of US$50,000 and a per annum share-based award in the amount of US$100,000, which the directors may elect to receive in the form of RSUs. Mr. Adams is further entitled to a cash compensation in the amount of US$10,000 in connection with his role as chair of the Audit Committee. All share-based awards have been priced at the IPO issuance price of C$1.70.

(2) In July 2025, the Company undertook an overview of their compensation practices, including reviewing whether nominees of each of the Investor Group shall be eligible for compensation for their services as a director. Upon review it was established that Eduardo Landin would receive compensation for his services from July 2025 onwards and would no longer waive his compensation. (3) Mr. Miranda resigned from his position effective March 24, 2025 and did not receive any compensation in 2025.

Outstanding Option-Based and Share-Based Awards for Directors

The following table sets out information concerning the option-based and share-based awards outstanding as at December 31, 2025 granted to our non-employee directors during Fiscal 2025:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name and Principal Position(2	Number of Common Shares underlying unexercised options	Option exercise price (US$)	Option expiration date	Value of unexercised in-the- money options (US$)	Number of shares that have not vested(1)	Market or payout value of share- based awards that have not vested(1) (US$)	Market or payout value of vested share- based awards not paid out or distributed (US$)
Eduardo Hochschild	-	-	-	-	-	-	265,545
Paul Adams	-	-	-	-	-	-	132,773
Catharine Farrow	-	-	-	-	-	-	132,773
Maria Recart	-	-	-	-	-	-	132,773
Sanjay Sarma	-	-	-	-	-	-	132,773
Nicolás Hochschild	-	-	-	-	-	-	132,773
Jorge Born	-	-	-	-	-	-	132,773
Joao Miranda	-	-	-	-	-	-	-
Juan Enrique Rassmuss	-	-	-	-	-	-	132,773
Eduardo Landin	-	-	-	-	-	-	66,386

Notes:

(1) Share-based awards granted to non-employee directors pursuant to their entitlements during a fiscal year, if any, are comprised of RSUs, which will fully vest at the end of the calendar year. The number of RSUs to be granted in respect of a non-employee sharebased retainer is based on the value of the Common Shares equal to the closing price of such Common Shares at end of previous fiscal year pertaining to such grant.

(2) Mr. Miranda resigned from his position effective March 24, 2025 and did not receive any compensation in 2025.

Incentive Plan Awards — Value Vested or Earned During the Year for Directors

The following table indicates, for each of our directors entitled to receive any compensation for his or her service as a director of our Board, a summary of the value of the option-based and share-based awards vested in accordance with their terms during Fiscal 2025:

			Non-equity incentive
	Option-based awards –	Share-based awards –	plan
	Value vested during	Value	compensation – Value
Name and Principal	the year	vested during year(1)	earned during the year
Position(2)	(US$)	(US$)	(US$)
Eduardo Hochschild	-	265,545	-
Paul Adams	-	132,773	-
Catharine Farrow	-	132,773	-
Maria Recart	-	132,773	-

			Non-equity incentive
	Option-based awards –	Share-based awards –	plan
	Value vested during	Value	compensation – Value
Name and Principal
	the year	vested during year(1)	earned during the year
Position(2)	(US$)	(US$)	(US$)
Sanjay Sarma	-	132,773	-
Nicolás Hochschild	-	132,773	-
Joao Miranda	-	-	-
Jorge Born	-	132,773	-
Juan Enrique Rassmuss	-	132,773	-
Eduardo Landin	-	66,386	-

Notes:

(1) Share-based awards granted to non-employee directors pursuant to their entitlements during Fiscal 2025 were comprised of RSUs, all of which fully vested at the end of the calendar year.
(2) Mr. Miranda resigned from his position effective March 24, 2025 and did not receive any compensation in 2025.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following discussion describes the significant elements of the compensation in Fiscal 2025 of our Chief Executive Officer, Chief Financial Officer, and the next most highly paid executive officers of the company (collectively, the “ named executive officers ” or “ NEOs ”), namely:

Ramon Barua, Chief Executive Officer;

Francois Motte Sauter, Chief Financial Officer;
Jose Augusto Palma, Executive Vice President;
Nelson Donoso, Director of Corporate Development; and
Murilo Nagato, Country Manager, Brazil.

Overview

We operate in a dynamic and rapidly evolving market. To succeed in this environment and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers. We expect our team to possess and demonstrate strong leadership and management capabilities, as well as foster our culture, which is at the foundation of our success and remains a pivotal part of our everyday operations. Our compensation philosophy is to reward the successful achievement of annual and longer-term objectives. Performance conditions include both financial and non-financial measures—including the manner in which results are achieved – both at a corporate and individual level. These factors are evaluated each year as part of a balanced and disciplined approach to the compensation decision process. These considerations reinforce and promote responsible growth and maintain alignment with the Company’s risk framework. Our executive compensation program provides different components to align executive and shareholder interests. Our CNCG Committee has the primary responsibility for approving our compensation strategy and philosophy, and the compensation programs applicable to our executive officers.

Our executive officer compensation program is designed to achieve the following objectives:

attract, retain, and motivate the company executives and senior management;

provide management incentives that align with and support the Company’s business strategy; and
align management incentives with the creation of shareholder value.

The Company seeks to achieve this alignment over both the short and long term using an annual performancerelated bonus, which rewards the achievement of a balanced mix of financial, operational and other relevant performance measures, and the use of the LTIP. Remuneration decisions are also driven by external considerations, in particular those relating to the global demand for talent in the sector.

We offer our executive officers cash compensation in the form of an annualized base salary and an annual bonus, and equity-based or equity-like compensation under the LTIP, as further described below.

While we have determined that our current executive officer compensation program is effective at attracting and maintaining executive officer talent, we continue to evaluate our philosophy and compensation program as circumstances require and plan to continue to review compensation on an annual basis. As part of this review process, we are guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to us if we were required to find a replacement for a key employee.

Compensation-Setting Process

Our CNCG Committee is responsible for assisting our Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning, and compensation policies, processes and practices. Our CNCG Committee also ensures that compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile. Our Board has established a written charter for our CNCG Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and executive officers. Our CNCG Committee’s oversight includes setting objectives, evaluating performance, and ensuring that total compensation paid to our NEOs and various other key executive officers and key managers is fair, reasonable and consistent with the objectives of our philosophy and compensation program. See “ Corporate Governance — Committees of our Board — Nominating and Corporate Governance Committee ”. For details regarding the relevant education and experience of each member of our CNCG Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see “ Election of Directors — Description of Proposed Director Nominees ”.

Our CNCG Committee is also responsible for establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices. We mitigate executive compensation risk through such corporate governance oversight and policies, as well as our executive compensation plan design. For example, pursuant to our Insider Trading Policy, directors and executive officers are prohibited from purchasing financial instruments such as prepaid variable forward contracts, equity swaps or collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or otherwise held directly or indirectly by such persons.

The compensation paid to our NEOs for Fiscal 2025, is summarized below under the heading “ Compensation Discussion and Analysis – Summary Compensation Table ”.

Principal Elements of Compensation

The compensation of our executive officers includes three (3) major elements: (i) base salary; (ii) short-term incentives, consisting of an annual bonus; and (iii) long-term equity incentives, consisting of options, RSUs and/or performance share units granted from time to time under the LTIP. Perquisites and personal benefits, including life, disability, health and dental insurance programs are not a significant element of compensation of our executive officers and are offered on a basis consistent with local market practice.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Adjustments to base salaries will be reviewed annually and as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer’s role or responsibilities, as well as to maintain market competitiveness.

Short-Term Incentives (Annual Bonuses)

Annual bonuses are designed to motivate our executive officers to meet our business and financial objectives generally and our annual financial performance targets in particular. Annual bonuses are granted in the amount of 0% to 120% of our executive officer’s annualized base salary and are based on our executive officers’ performance, where the target bonus shall equal 50% of the executive officer’s annualized base salary. The target bonus will correlate to substantial achievement by the Company of the goals and objectives set by the

Board, and a maximum bonus will correlate to significant over-performance by the Company of the goals and objectives set by the Board.

Long-Term Incentives

The executive officers, along with our directors and employees, are eligible to participate in our long-term incentive program, which will be comprised of cash and/or options (“ Options ”), RSUs, DSUs, and/or performance share units (“ PSUs ”, and together with Options, RSUs and PSUs, the “ Awards ”) issued pursuant to the LTIP. The purpose of the LTIP is to promote greater alignment of interests between directors, executive officers and employees and shareholders, and to support the achievement of the Company’s longer term performance objectives, while also providing an element of longer-term retention.

Our Board is responsible for administering the LTIP, and the CNCG Committee makes recommendations to our Board in respect of matters relating to the LTIP, including grants made thereunder.

Omnibus Long-Term Incentive Plan (LTIP)

In 2021, in connection with the IPO, we established our LTIP to allow for a variety of equity-based awards that provide different types of incentives to be granted to our directors, officers and employees. The LTIP facilitates granting of Awards representing the right to receive one (1) Common Share (and in the case of RSUs, PSUs and/or DSUs, one (1) Common Share, the cash equivalent of one (1) Common Share, or a combination thereof) in accordance with the terms of the LTIP. In accordance with a participant’s grant agreement or any other provision of the LTIP, DSUs can be cash settled or settled in shares on a date that will not be earlier than the date the director’s tenure as a member of the Board ceases and will not be later than December 15th of the year following the year in which the director’s tenure as a member of the Board ceases.

Unless the Board determines otherwise at the time of grant or issuance of an Award, when normal cash dividends (other than stock dividends) are paid on common shares of the Company, Participants are entitled to receive additional deferred share units, restricted share units and/or performance share units, as applicable (" Dividend Share Units "), credited in the same form as the underlying Award, with the number of Dividend Share Units determined by multiplying the aggregate number of such units held by the Participant on the relevant record date by the per-share dividend amount and dividing the result by the market price on the dividend payment date. Dividend Share Units are subject to the same vesting conditions and settlement terms as the underlying Award to which they relate and do not entitle a Participant to any additional rights or benefits beyond those provided under the terms of the applicable Award and the LTIP.

At the 2023 annual general and special meeting of the Company, shareholders of the Company passed an ordinary resolution approving amendments to the LTIP which included: (i) to provide that the aggregate number of Common Shares issuable under the LTIP and under all other security-based compensation arrangements of the Company be increased to 10% of the total number of Common Shares issued and outstanding from time to time, from the previous maximum of 5%; (ii) to provide that the number of Common Shares that may be (A) issued to insiders of the Company within any one-year period, or (B) issuable to the insiders of the Company at any time, in each case, under the LTIP alone or when combined with all other security-based compensation arrangements, shall not exceed 10% of the total number of Common Shares issued and outstanding from time to time, from the previous maximum of 3%; and (iii) to remove the restriction that the number of Common Shares that may be issued to non-employee directors of the Company at any time under the LTIP shall not exceed 1% of the total number of Common Shares issued and outstanding from time to time by deleting Section 2.4(9) of the LTIP and the corresponding cross-references to such section in the LTIP. The following discussion is qualified in its entirety by the text of the LTIP.

Under the terms of the LTIP, our Board, in consultation with the CNCG Committee, may grant Awards to eligible participants. Awards may be granted at any time and from time to time in order to (i) provide participants with additional incentives; (ii) encourage stock ownership by such participants; (iii) increase the proprietary interest of participants in the success of the Company; (iv) promote growth and profitability of the Company; (v) encourage participants to take into account long-term corporate performance; (vi) reward participants for sustained contributions to the Company and/or significant performance achievements of the Company; and (vii) enhance the Company’s ability to attract, retain and motivate participants. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, except in the circumstances of (A) exercise by the Participant’s family or retirement savings trust or any registered retirement savings plans or registered retirement income funds of which the Participant is and remains the annuitant (with prior written approval by the

Board); (B) upon the Participant’s death, by the legal representative of the Participant’s estate; and (C) upon the Participant’s incapacity, the legal representative having authority to deal with the property of the Participant.

The LTIP provides that appropriate adjustments, if any, will be made by our Board in connection with a reclassification, reorganization or other change to our Common Shares, consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the LTIP. In the event that a participant receives Common Shares in satisfaction of an Award during a blackout period, such participant shall not be entitled to sell or otherwise dispose of such Common Shares until such blackout period has expired.

The maximum number of Common Shares reserved for issuance, in the aggregate, under our LTIP is 10% of the aggregate number of Common Shares issued and outstanding from time to time, which represents 24,244,044 Common Shares as of the date of this Circular. The aggregate number of Common Shares (i) issued to insiders under the LTIP or any other proposed or established share based compensation arrangement within any one-year period and (ii) issuable to insiders at any time under the LTIP or any other proposed or established share based compensation arrangement, will in each case not exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time, being 24,244,044 Common Shares as of the date of this Circular, or such other number as may be approved by the TSX and shareholders of the Company from time to time. The 10% threshold does not apply to security-based compensation arrangements used as an inducement to person(s) or company(ies) not previously employed by and not previously an insider of the Company.

All of the Common Shares covered by the exercised, cancelled or terminated awards will automatically become available Common Shares for the purposes of awards that may be subsequently granted under the LTIP. As a result, the LTIP is considered an “evergreen” plan. As an evergreen plan, the LTIP will be subject to shareholder approval every three (3) years pursuant to the rules of the TSX. The LTIP does not provide for a maximum number of shares issuable to any one person.

As at December 31, 2025, no Options, 3,828,941 RSUs, no DSUs, no PSUs and no other awards were issued and outstanding under the LTIP, representing approximately 1.74% of the issued and outstanding Common Shares on a non-diluted basis. As at December 31, 2025, 18,169,581 Common Shares were available for issue upon the exercise or settlement of awards available for grant under the LTIP, which represents approximately 8.26% of the aggregate number of shares issued and outstanding on a non-diluted basis. As at April 6, 2026, no Options, 1,479,500 RSUs, no DSUs, no PSUs and no other awards were issued and outstanding under the LTIP, representing approximately 0.61% of the issued and outstanding Common Shares on a non-diluted basis. As at April 6, 2026, 22,764,544 Common Shares were available for issue upon the exercise or settlement of awards available for grant under the LTIP.

At the Meeting, shareholders of the Company will be asked to consider and, if thought fit, pass an ordinary resolution renewing the LTIP. Please see “ Renewal of the Omnibus Long-Term Incentive Plan ” in this Circular for more information.

Subject to the Board’s discretion, a participant’s grant of Options will be evidenced by a stock option certificate, in the form approved by the Board for use under the LTIP from time to time and which will provide for the vesting term and exercise price of such Options, among others. An Option is exercisable during a period established by our Board, which commences on the date of the grant and shall terminate no later than ten (10) years after the date of granting the option, or such shorter period of time as the Board may determine. The exercise price of an Option will be determined by the Board to be no less than the closing price of the Common Shares on the TSX on the last trading day before the date such Option is granted (the “ market price ”). The LTIP provides that the exercise period shall automatically be extended if the date on which such option is scheduled to terminate shall fall during a blackout period. In such cases, the extended exercise period shall terminate ten business days following the last day of the blackout period. In order to facilitate the payment of the exercise price of the Options, the LTIP has a cashless exercise feature pursuant to which a participant may elect to undertake either a broker assisted “cashless exercise” or a “net exercise” subject to the procedures set out in the LTIP, including the consent of our Board, where required. In either event of a cashless exercise or net exercise, payment of the exercise of the Options will be based upon the principles of the following formula:

X = (Y * (A-B)) / A

Where:

X = the number of Common Shares to be issued to the participant upon exercising such Options; provided that if the foregoing calculation results in a negative number, then no Common Shares shall be issued;

Y = the number of Common Shares underlying the Options to be surrendered, in the case of a net exercise, or sold, in the case of a cashless exercise;

A = the market price of the Common Shares as at the date of the surrender; and

B = the exercise price of such Options.

Our Board is authorized to grant RSUs, PSUs and DSUs evidencing the right to receive Common Shares (issued from treasury or purchased on the open market), cash in lieu thereof based on the value of a Common Share or a combination thereof to eligible persons under the LTIP. Only directors of the Company are eligible to receive DSUs. RSUs generally become vested, if at all, following a period of continuous employment, and under the Company's current executive compensation arrangements, may be tied to specified performance metrics as determined by the Board, the satisfaction of which would result in eligible holders becoming entitled to the grant of additional RSUs based on the underlying grant multiplied by a factor determined by the level of performance. PSUs are similar to RSUs, but their vesting is typically not tied to continuous employment. Each RSU or PSU will provide the recipient with the right to receive Common Shares as a discretionary payment in consideration of past services or as an incentive for future services, subject to the LTIP and with such additional provisions and restrictions as the Board may determine The terms and conditions of grants of RSUs and PSUs, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these awards, will be set out in the participant’s grant agreement. Subject to the achievement of the applicable vesting conditions and the Board’s determination, the payout of an RSU or PSU will generally be settled as soon as practicable following the determination date. The payout of a DSU will generally occur upon or following the participant ceasing to be a director of the Company, subject to satisfaction of any applicable conditions.

The following table describes the impact of certain events upon the rights of holders of Awards under the LTIP, including termination for cause, resignation, termination other than for cause, retirement and death, subject to the terms of a participant’s employment agreement or grant agreement and the change of control provisions described below:

Event	Provisions
Termination for cause ..................................................	Forfeiture of all unexercised vested and unvested
	Awards on the effective date of the termination.
Resignation ..................................................................	Forfeiture of all unvested Awards and the earlier of
	the original expiry date and 90 days after resignation
	to exercise vested Awards or such longer period as
	the Board may determine in its sole discretion.
Termination other than for cause .................................	Subject to the terms of the grant or as determined
	by the Board, upon a participant’s termination
	without cause, the number of Awards that may vest
	is subject to pro ration over the applicable
	performance or vesting period and shall expire on
	the earlier of 90 days after the effective date of the
	termination, or the expiry date of such Award.
Retirement………………………………………………...	Upon the retirement of a participant’s employment
	with the Company, any unvested Awards held by
	the participant as at the retirement date will continue
	to vest in accordance with its vesting schedule, and
	all vested Awards held by the participant at the
	retirement date may be exercised until the earlier of
	the expiry date of the Awards or three years

Event Provisions following the retirement date; provided that, if the participant breaches any post-employment restrictive covenants in favour of the Company (including non-competition or non-solicitation covenants), then any Awards held by such participant, whether vested or unvested, will immediately expire and the participant shall pay to the Company any “in the money” amounts realized upon exercise of options following the retirement date.

Death ........................................................................... All unvested Awards will vest and may be exercised within 180 days after the death of such participant.

In connection with a change of control of the Company, our Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity, provided that our Board may accelerate the vesting of Awards if: (i) the required steps to cause the conversion or exchange or replacement of Awards are impossible or impracticable to take or are not being taken by the parties required to take such steps (other than the Company); or (ii) the Company has entered into an agreement which, if completed, would result in a change of control and the counterparty or counterparties to such agreement require that all outstanding Awards be exercised immediately before the effective time of such transaction or terminated on or after the effective time of such transaction. If a participant is terminated without cause during the 12-month period following a change of control, or after the Company has signed a written agreement to effect a change of control but before the change of control is completed, then any unvested Awards (based on the performance achieved up to the termination date in respect of PSUs) will immediately vest and may be exercised within 30 days of such termination date.

Our Board may, in its sole discretion, suspend or terminate the LTIP at any time, or from time to time, amend, revise or discontinue the terms and conditions of the LTIP or of any Award granted under the LTIP and any grant agreement relating thereto, subject to any required regulatory and TSX approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP or as required by applicable laws.

Our Board may amend the LTIP or any Award at any time without the consent of a participant; provided that such amendment shall (i) not adversely alter or impair any Award previously granted, except as permitted by the terms of the LTIP, (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX, and (iii) be subject to shareholder approval, where required by law, the requirements of the TSX or the LTIP; provided, however, that shareholder approval shall not be required for the following amendments and our Board may make any changes which may include but are not limited to:

amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, inconsistency, defective provision, error or omission in the LTIP;
changes that alter, extend or accelerate the terms of exercise, vesting or settlement applicable to any Award;
a change to the eligible participants or assignability provisions under the LTIP;
any amendment regarding the effect of termination of a participant’s employment or engagement;
any amendment to add or amend provisions relating to the granting of cash-settled awards, provision of financial assistance or clawbacks;
any amendment regarding the administration of the LTIP;
any amendment to add an insider participation limit;
any amendment necessary to comply with applicable law or the requirements of the TSX or any other regulatory body; and
any other amendment that does not require the approval of the shareholders of the Company,

provided that the alteration, amendment or variance does not:

increase the maximum number of Common Shares that may be issuable pursuant to Awards granted under the LTIP, other than pursuant to the adjustment provisions;
reduce the exercise price or purchase price (in respect of the settlement of RSUs, PSUs and/or DSUs) of an Award, as applicable, extend the term of an Award (including the expiry date of an Option) benefitting an insider, or provide for the cancellation and reissue of Awards, other than pursuant to the adjustment provisions;
extend the expiry date of an Award, except in case of an extension due to a blackout period;
remove or exceed the insider participation limit set out in the LTIP; or
amend the amendment provisions of the LTIP.

Summary Compensation Table

The following table sets out information concerning compensation earned by, paid to, or awarded to the NEOs in Fiscal 2025, Fiscal 2024 and Fiscal 2023 (“ Fiscal 2023 ” being the Company’s audited annual financial statements, including the auditors’ report, for the year ended December 31, 2023). See also the footnotes to the table.

					Non-equity incentive	Non-equity incentive
					plan
					compensation (US$)
			Share-	Option-		Long-		All other	Total
Name and					Annual		Pension
Principal	Year	Salary	based	based	incentive	term	value(2)	compen-	compen-
		(US$)	awards(1)	awards		incentive		sation	sation
Position			(US$)	(US$)	plan	plans	(US$)	(US$)	(US$)

Ramon Barua	2025	483,332	137,545	-	780,000	-	-	-	1,400,877
Chief Executive				-		-	-	-
	2024	400,000	334,373		480,000				1,214,373
Officer


	2023	400,000	230,236	-	650,000	-	-	-	1,280,236
Francois Motte	2025	224,907	42,983	-	134,944	-	-	-	402,834
Sauter				-		-	-	-
Chief Financial	2024	217,173	117,236		130,304				464,713

Officer

	2023	207,719	83,543	-	200,000	-	-	-	491,262
Jose Augusto Palma(3) Executive Vice	2025	350,000	58,955	-	210,000	-	-	-	618,955
	2024	210,688	80,887	-	178,605	-	-	-	470,180
President	2023	-	-	-	-	-	-	-	-
Nelson Donoso Director, Corporate Development	2025	284,825	32,094	-	106,224	-	-	-	423,143
	2024	272,446	85,789	-	146,059	-	-	-	504,294
	2023	162,711	61,872	-	96,210	-	-	-	320,793
Murilo Nagato(4) Country Manager Brazil	2025	308,219	32,094	-	123,287	-	-	-	463,600
	2024	-	-	-	-	-	-	-	-
	2023	-	-	-	-	-	-	-	-

Notes:

(1) Represents the fair value for the grants of RSUs awarded in Fiscal 2025.

(2) None of our NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over C$50,000 or over 10% of their base salary.

(3) Effective June 1, 2024, Jose Augusto Palma was appointed as Executive Vice President.

(4) Effective January 1, 2025, Murilo Nagato was appointed as Country Manager Brazil.

Methodology

The fair value of RSUs is measured at the grant date (April 3, 2025). The fair value is determined based on the market price of the Common Shares on the grant date and incorporates assumptions related to expected forfeitures and employee turnover. For certain awards, the Company uses option-pricing techniques, including the Black-Scholes model, to estimate the grant-date fair value of the awards.

Employment Agreements, Termination and Change of Control Benefits

We have written employment agreements with each of our NEOs and each executive is entitled to receive compensation established by us as well as other benefits in accordance with plans available to our most senior employees.

In 2021, we entered into an employment agreement with each of Ramon Barua and Francois Motte Sauter setting forth the terms and conditions of each of their employment as our Chief Executive Officer and Chief Financial Officer, respectively. Each employment agreement provides for each of their initial base salary, annualized base salary, bonus payments, expenses, and which includes, among other things, provisions regarding confidentiality, non-competition and non-solicitation, as well as eligibility to participate in our benefit plans. The employment agreement with Mr. Barua provides that if his employment is terminated by us without cause, he will be entitled to a severance payment based on his annualized base salary (up to a maximum of 12 months) and continuation of benefits for one (1) year following termination. In the event of termination without cause of Mr. Motte, the Company will provide severance in accordance with applicable employment or labour standards legislation. In the event that the NEO’s employment is terminated by us with cause, the NEO will be entitled to have his annualized salary and benefits continue until the date on which the NEO ceases to be employed by us. On a change of control of the Company, the NEOs will be entitled to immediate vesting of any equity-based awards.

Pursuant to the employment agreements entered into with Mr. Barua, Mr. Barua became entitled to an aggregate of 1,323,933 RSUs (“ IPO RSUs ”), which amounts were reserved for and approved by the Shareholders in connection with the Company’s IPO. In accordance with the terms of his employment agreement, such total was to be granted in three tranches of equal parts with one-third of each grant to vest immediately and, with respect to the balance, to vest in equal parts annually on the first and second anniversaries of the grant date. Mr. Barua has agreed to an amended vesting schedule with respect to the IPO RSUs such that each tranche will vest in equal parts on each of the subsequent anniversaries of the grant date, subject at all times to the terms and conditions of the LTIP.

The employment agreements with each of Mr. Palma and Mr. Nagato contain non-compete clauses, whereby the Company has agreed to pay an amount equivalent to 50% of the respective NEO’s annual compensation owed during the 12 months comprising the “Restriction Period”. Any indemnification payments owed to either NEO pursuant to the non-compete clauses would be paid in monthly installments during the applicable Restriction Period.

The table below shows the incremental payments that would be made to our NEOs upon the occurrence of certain events under the terms of their respective employment agreements upon the occurrence of certain events, if such events were to have occurred on the last business day of Fiscal 2025.

Name and Principal Position	Event	Payments(1)(2) (US$)	Acceleration of unvested share-based awards(3) (US$)	Other payments(4) (US$)	Total (US$)
Ramon Barua Chief Executive Officer	Termination other than for cause	-	12,011	-	12,011
	Change of control	650,000	928,345	-	1,578,345
Francois Motte Sauter Chief Financial Officer	Termination other than for cause	-	4,805	-	4,805
	Change of control	-	310,301	-	310,301

Name and Principal Position	Event	Payments(1)(2) (US$)	Acceleration of unvested share-based awards(3) (US$)	Other payments(4) (US$)	Total (US$)
Jose Augusto Palma Executive Vice President	Termination other than for cause	-	-	-	-
	Change of control	-	299,002	-	299,002
Nelson Donoso Director, Corporate Development	Termination other than for cause	-	87,244	-	87,244
	Change of control	-	370,449	-	370,449
Murilo Nagato Country Manager Brazil	Termination other than for cause	-	-	-	-
	Change of control	-	93,012	-	93,012

Notes:

(1) Severance payments are calculated based on the base salary paid to each NEO in Fiscal 2025.

(2) Severance payments for Mr. Motte will be determined in accordance with applicable employment or labour standards legislation.

(3) Amounts reported have been converted to U.S. dollars using a rate of US$1.00 = C$1.3702.

(4) Excludes accrued and prorated annual bonus, as not yet determined and benefit plan payments.

Outstanding Option-Based Awards and Share-Based Awards

The following table sets out information concerning the option-based and share-based awards outstanding as at December 31, 2025 granted to our NEOs during Fiscal 2025:

	Option-based awards	Option-based awards	Option-based awards		Share-based awards	Share-based awards	Share-based awards
Name and Principal Position	Number of securities underlying unexercised options (#)	Option exercise price (US$)	Option expira- tion date	Value of unexer- cised in-the- money options (US$)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested (US$)(1)	Market or payout value of vested share-based awards not paid out or distributed (US$)(1)
Ramon Barua Chief Executive Officer	-	-	-	-	381,176	597,934	-
Francois Motte Sauter Chief Financial Officer	-	-	-	-	119,117	186,854	-
Jose Augusto Palma Executive Vice President	-	-	-	-	163,380	256,287	-
Nelson Donoso Director, Corporate Development	-	-	-	-	88,941	139,518	-

	Option-based awards	Option-based awards	Option-based awards		Share-based awards	Share-based awards	Share-based awards
Name and Principal Position	Number of securities underlying unexercised options (#)	Option exercise price (US$)	Option expira- tion date	Value of unexer- cised in-the- money options (US$)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested (US$)(1)	Market or payout value of vested share-based awards not paid out or distributed (US$)(1)
Murilo Nagato Country Manager Brazil	-	-	-	-	88,941	139,518	-

Notes: (1) Amounts reported have been converted to U.S. dollars using a rate of US$1.00 = C$1.3702.

Incentive Plan Awards — Value Vested or Earned During the Year

The following table indicates, for each of our NEOs, a summary of the value of the option-based and sharebased awards vested in accordance with their terms during Fiscal 2025:

Name	Option-based awards – Value vested during Fiscal 2025 (US$)	Share-based awards – Value vested during Fiscal 2025 (US$)(1)	Non-equity incentive plan compensation – Value earned during Fiscal 2025 (US$)
Ramon Barua Chief Executive Officer	-	601,757	780,000
Francois Motte Sauter Chief Financial Officer	-	231,236	134,944
Jose Augusto Palma Executive Vice President	-	27,819	210,000
Nelson Donoso Director, Corporate Development	-	68,156	106,224
Murilo Nagato Country Manager Brazil	-	0	123,287

Notes:

(1) Amounts reported have been converted to U.S. dollars using a rate of US$ to C$ on the day of the vesting date.

Performance Graph

The following graph illustrates, since December 10, 2021, the cumulative Shareholder return of an investment in Common Shares of Aclara compared to the cumulative return of an investment in the S&P/TSX Global Mining Index, assuming that $100 was invested on that same date.

==> picture [493 x 186] intentionally omitted <==

----- Start of picture text -----

Cumulative Total Shareholder Return
December 10, 2021 to April 6, 2026
200%
150%
100%
50%
0%
-50%
-100%
GSPTSE Aclara Resources (Ara.to)
----- End of picture text -----

Aclara’s total shareholder return was relatively subdued and volatile from 2022 to mid-2024, followed by a strong recovery in 2025, while the S&P/TSX Composite Index showed steady growth over the same period.

CEO compensation increased overall from $1.0M in 2022 to $1.4M in 2025. While short-term movements in shareholder returns and compensation do not always move in tandem, the overall trend suggests a growing alignment over time, particularly in 2025, when improved company performance coincided with higher compensation. This reflects a compensation approach that emphasizes longer-term value creation and key business milestones.

Compensation Governance

In July of 2025, the CNGC Committee retained Meridian Compensation Partners (“ Meridian ”) as its independent executive compensation consultant. Meridian has been engaged to provide management compensation benchmarking services and design LTIP grants based on industry standards.

Meridian has not provided any other services to the Company other than executive and director compensation consulting services.

For the previous two fiscal years, the aggregate fees paid to Meridian for its compensation consulting services were the following:

were the following:
Type of Work	2025	2024
Executive Compensation-Related Fees	US$51,203	US$0
All Other Fees	-	-
Total	US$51,203	US$0

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table shows information, as at December 31, 2025, on compensation plans under which shares are authorized for issuance. Only Common Shares are issuable under our existing equity compensation plans. For a description of our equity-based incentive compensation plans, see “ Compensation Discussion and Analysis — Principal Elements of Compensation ”.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (US$) (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 shareholders	3,828,941	N/A	18,169,581
Equity compensation plans not approved by shareholders	-	-	-
Total	3,828,941	-	18,169,581

Notes:

(1) Consists of an aggregate of 3,067,172 RSUs granted to NEOs and certain key employees of the Company in 2023, 2024 and 2025, and an aggregate of 761,769 RSUs granted to certain members of the Board in March 2025.

(2) Represents the maximum number of Common Shares reserved for issuance under the LTIP in connection with the grant of Awards thereunder, which, in aggregate with the number of Common Shares underlying all issued and outstanding Awards, represents 10% of the number of issued and outstanding Common Shares as at December 31, 2025.

During Fiscal 2023, Fiscal 2024 and Fiscal 2025, the Company’s annual burn rate with respect to the awards granted under the LTIP was 1.85%, 1.35% and 0.81% respectively. In accordance with section 613(p) of the TSX Company Manual, the burn rate is equal to the total number of securities (including Options, RSUs, PSUs, DSUs or other similar awards) granted under the plan during the applicable fiscal year subject to the LTIP divided by the weighted average number of Common Shares of the Company outstanding as of December 31 of the fiscal year. The Company’s future burn rate under the LTIP is subject to change from time to time, based on the number of Awards granted and the total number of Common Shares issued and outstanding.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers, employees, former directors, former executive officers or former employees of the Company, and none of their associates, is or has within 30 days before the date of this Circular or at any time since the beginning of the most recently completed financial year been indebted to the Company or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by the Company, except for routine indebtedness.

CORPORATE GOVERNANCE

General

The Board believes that sound corporate governance practices are essential to the proper management and operation of our business. This includes compliance with applicable regulatory requirements and best practices that go beyond the requirements mandated by regulation.

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices.

Disclosure of our governance practices as required under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) is set out below and describes our approach to corporate governance.

To comply with these various standards and achieve best practices, we have adopted comprehensive corporate governance policies and procedures. Our key policies and documents include the following:

==> picture [16 x 12] intentionally omitted <==

Mandate of the Board of Directors Code of Ethics Majority Voting Policy Whistleblower Policy Charters of the Board Committees, Insider Trading Policy including the Audit Committee, the Disclosure Policy CNCG Committee and the Corporate Governance Guidelines Sustainability Committee Anti-Bribery and Anti-Corruption Compliance Claw Back Policy Policy

Composition of our Board and Board Committees

Under our Articles, our Board is to consist of a minimum of three (3) and a maximum of fifteen (15) directors as determined from time to time by the directors. Our Board currently consists of ten (10) directors: Ramon Barua, Eduardo Hochschild, Paul Adams, Catharine Farrow, Maria Recart, Sanjay Sarma, Nicolás Hochschild, Jorge Born, Eduardo Landin and Juan Enrique Rassmuss. Under the BCBCA, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors will be elected by shareholders at each annual general meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual general meeting or until their respective successors are elected or appointed. Our Articles provide that, between annual general meetings of shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of current directors who were elected or appointed other than as additional directors.

Certain aspects of the composition and functioning of our Board are governed by the terms of the 2021 Investor Rights Agreement and the 2025 Investor Rights Agreement. See also “ Election of Directors — Investor Rights Agreements ”.

Director Independence

Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director’s independent judgment. Based on information provided by each director nominee concerning his or her background, employment and affiliations, our Board has determined that five (5) director nominees, Ramon Barua, Eduardo Hochschild, Nicolás Hochschild, Jorge Born and Eduardo Landin are not considered independent as a result of their respective relationships with us or the Investor Group, as applicable. Certain members of our Board are also members of the board of directors of other public companies. Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Meetings of Independent Directors and Conflicts of Interest

Our Board believes that given its size and structure it is able to facilitate independent judgment in carrying out its responsibilities. To enhance such independent judgment, it is anticipated that the independent members of our Board will hold in camera meetings with members of management and non-independent directors not in attendance, as part of regularly scheduled Board meetings. Open and candid discussion among the

independent directors is facilitated by the relatively small size of the Board. Our Board has not appointed an independent chair. However, as our Chairman is not an independent director, Catharine Farrow has been appointed as lead independent director by the Board and will be responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required. The lead director shall be appointed and replaced from time to time by a majority of independent directors and shall be an independent director. Discussions will be led by the lead independent director who will provide feedback subsequently to the Chairman.

A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the BCBCA regarding conflicts of interest. Further, our directors and executive officers are prohibited from purchasing financial instruments designed to hedge or offset a decrease in the market value of our Common Shares.

Director Term Limits and Other Mechanisms of Board Renewal

Our Board is comprised of a diverse range of individuals who represent a mix of background, experience, skills and expertise, evidencing diversity in tenure, age and gender. Accordingly, our Board has not adopted, nor does it currently consider it necessary to adopt, director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the CNCG Committee of our Board will seek to maintain the composition of our Board in a way that provides, in the judgement of our Board, the best mix of skills and experience to provide for our overall stewardship. Our CNCG Committee is also expected to conduct a process for the assessment of our Board, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board. See also “ — Committees of our Board — Compensation, Nomination and Governance Committee — Board and Senior Executive Diversity ”.

Mandate of our Board of Directors

Our Board is responsible for supervising the management of the business and affairs of the Company, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate in the form set forth in Appendix C, which describes the duties and responsibilities of the Board in the following areas:

appointing the Chief Executive Officer;
appointment, evaluation and development of senior management and succession planning;
developing an environmental, social and governance policy;
approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting and reviewing the performance of the Chief Executive Officer against such corporate goals and objectives;
taking steps to satisfy itself as to the integrity of the Chief Executive Officer and other senior executive officers and that the Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and

reviewing and approving management’s strategic and business plan.

Position Descriptions

Our Board has adopted a written position description for the Chairman, which sets out the Chairman’s key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing meetings of the Board and shareholders, director development and communicating with shareholders and regulators.

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

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

Orientation and Continuing Education

We have implemented an orientation program for new directors under which a new director will meet with the Chairman, members of senior management and our secretary. It is anticipated that new directors will be provided with comprehensive orientation and education as to the nature and operation of the Company and our business, the role of our Board and its committees, and the contribution that an individual director is expected to make. Our Board will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee will be responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

Code of Ethics

We have adopted a written code of ethics (the “ Code of Ethics ”) that applies to all of our officers, directors, employees, contractors and agents acting on behalf of the Company. The objective of the Code of Ethics will be to provide guidelines for maintaining our and our subsidiaries’ integrity, trust and respect. The Code of Ethics addresses compliance with laws, rules and regulations, conflicts of interest, confidentiality, commitment, preferential treatment, financial information, internal controls and disclosure, protection and proper use of our assets, communications, fair dealing, fair competition, due diligence, illegal payments, equal employment opportunities and harassment, privacy, use of Company computers and the internet, political and charitable activities and reporting any violations of law, regulation or the Code of Ethics. Any person subject to the Code of Ethics should report all violations of law, regulation or of the Code of Ethics of which they become aware to any one of the Company’s executive officers. The CNCG Committee will be responsible for reviewing and evaluating the Code of Ethics at least annually and will recommend any necessary or appropriate changes to our Board for consideration. The CNCG Committee will assist the Board with the monitoring of compliance with the Code of Ethics, and will be responsible for considering any waivers of the Code of Ethics (other than waivers applicable to members of the CNCG Committee, which shall be considered by the Audit Committee, or waivers applicable to our directors or executive officers, which shall be subject to review by our Board as a whole). Our Board has ultimate responsibility for monitoring compliance with the Code of Ethics. In accordance with NI 58101, the Code of Ethics has been filed with the Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca.

Anti-Bribery and Anti-Corruption Compliance Policy

We have adopted an anti-bribery policy (the “ Anti-Bribery Policy ”) which establishes our commitment to comply fully with Canada’s Corruption of Foreign Public Officials Act and the United States Foreign Corrupt Practices Act of 1977 and any local and foreign anti-bribery or anti-corruption laws and regulations that may be applicable. Pursuant to the Anti-Bribery Policy, all Company personnel shall comply with all laws prohibiting improper payments to domestic and foreign officials, and shall conduct the Company’s business legally and ethically. Gifts, payments or offerings of anything to influence sales or other business, bribes, kickbacks, or other questionable inducements, directly or indirectly to government officials are prohibited. The Anti-Bribery Policy provides a guideline of prohibited payments, as well as the consequences of non-compliance. The AntiBribery Policy also sets out strategies we have adopted to mitigate bribery and corruption risk. The Board is responsible for monitoring compliance with the Anti-Bribery Policy and initiating investigations of reported violations.

Committees of our Board

Our Board has established three (3) committees: the Audit Committee, CNCG Committee and the Sustainability Committee.

Audit Committee

Detailed information about our Audit Committee, including the mandate of the Audit Committee and a copy of its charter, can be found in our Annual Information Form for the year ended December 31, 2025 on SEDAR+ at www.sedarplus.ca under the heading “ Directors and Officers — Audit Committee ”.

Compensation, Nomination and Governance Committee

Our CNCG Committee currently consists of three (3) directors, all of whom are independent directors, and is charged with reviewing, overseeing and evaluating our compensation, corporate governance and nominating policies. Our CNCG Committee is currently comprised of Catharine Farrow, who acts as chair of the CNCG Committee, Sanjay Sarma and Paul Adams. No member of our CNCG Committee is, or will be, an officer of the Company, and as such, our Board believes that our CNCG Committee is, and will be, able to conduct its activities in an objective manner.

Our Board believes that the members of the CNCG Committee individually and collectively possess the requisite knowledge, skill and experience in governance and compensation matters, including human resource management, executive compensation matters and general business leadership, to fulfill the committee’s mandate. All members of the CNCG Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations and on the boards of other publicly traded entities. For additional details regarding the relevant education and experience of each member of our CNCG Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see also “ Election of Directors — Description of Proposed Director Nominees ”.

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our CNCG Committee consistent with our Corporate Governance Guidelines. Our CNCG Committee’s purpose is to assist our Board in:

the appointment, performance, evaluation and compensation of our senior executives;
the recruitment, development and retention of our senior executives;
maintaining talent management and succession planning systems and processes relating to our senior management;
developing compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;
establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;
reviewing and, if appropriate, recommending to the Board the approval of any adoption, amendment or termination of our incentive or equity-based compensation arrangements (and the aggregate number of Common Shares to be reserved for issuance thereunder), and overseeing their administration and discharging any duties imposed on the committee by any such arrangements;
assessing the compensation of our directors;
developing benefit retirement and savings plans;
developing our corporate governance guidelines and principles and providing us with governance leadership;
identifying and overseeing the recruitment of candidates qualified to be nominated as members of our Board;
monitoring compliance with the Code of Ethics and initiating investigations of reported violations thereof;
reviewing the structure, composition and mandate of Board committees; and

evaluating the performance and effectiveness of our Board and of our Board committees.

Our CNCG Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our Board, committees of our Board and the contributions of individual Board members. Our CNCG Committee will also take reasonable steps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of our Board, committees of our Board, individual Board members, our Chairman and committee chairs. The assessment will address, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. Our Board will receive and

consider the recommendations from our CNCG Committee regarding the results of the evaluation of the performance and effectiveness of our Board, committees of our Board, individual Board members, our Chairman and committee chairs. In identifying new candidates for our Board, the CNCG Committee will consider what competencies and skills our Board, as a whole, should possess and assess what competencies and skills each existing director possesses, considering our Board as a group, as these may ultimately determine the boardroom dynamic. Our CNCG Committee is also responsible for orientation and continuing education programs for our directors. See also “ — Orientation and Continuing Education ”.

Sustainability Committee

The Board has also formed the Sustainability Committee, which is currently comprised of three directors, and is charged with overseeing and making all necessary recommendations to the Board in connection with sustainability issues as they affect the Company’s operations. In particular, the Sustainability Committee focuses on compliance with national and international standards to ensure that effective systems of standards, procedures and practices are in place at each of the Company’s operations. The Sustainability Committee is also responsible for reviewing management’s investigation of incidents or accidents that occur in order to assess whether policy improvements are required. Our Sustainability Committee is currently comprised of Maria Recart, who acts as chair of the Sustainability Committee and Catharine Farrow. None of the members of our Sustainability Committee is, or will be, an officer of the Company, and as such, our Board believes that our Sustainability Committee is, and will be, able to conduct its activities in an objective manner.

Board and Senior Executive Diversity

We believe that having a diverse Board can offer a breadth and depth of perspectives that enhance our Board’s performance. We value diversity of abilities, experience, perspective, education, background, race and national origin. Recommendations concerning director nominees are expected to be based on merit and past performance as well as expected contribution to our Board’s performance and, accordingly, diversity is taken into consideration. Currently, two (2) of the ten (10) members on our Board, or 20%, are female members. We have and will continue to recruit and select senior management candidates that represent a diversity of business understanding, personal attributes, abilities and experience. Currently, none (0%) of our executive officers are female.

We do not currently have a formal policy for the representation and nomination of women on our Board or our senior management, as we have been successful in recruiting and retaining qualified senior management under our existing recruitment policies and processes. We have not adopted formal targets for gender or other diversity representation in part due to the need to consider a balance of criteria for each individual appointment.

We anticipate that the composition of our Board and senior management will be shaped by the selection criteria to be established by our CNCG Committee. This will be achieved by, among other things, ensuring that diversity considerations are taken into account in Board vacancies and senior management, monitoring the level of female representation on our Board and in senior management positions, continuing to broaden recruiting efforts to attract and interview qualified female candidates, and committing to retention and training to ensure that our most talented employees are promoted from within our organization.

OTHER IMPORTANT INFORMATION

Voting Securities

Our authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. Holders of Common Shares are entitled to one vote per Common Share on all matters upon which holders of Common Shares are entitled to vote. See also “ — Certain Amendments ” below.

As at the date of this Circular, there are 242,440,446 Common Shares issued and outstanding, and no preferred shares issued and outstanding.

Preferred Shares

Except as provided in any special rights or restrictions attaching to any series of preferred shares issued from time to time, the holders of preferred shares will not be entitled to receive notice of, attend or vote at any meeting of shareholders.

This summary is qualified by reference to, and is subject to, the detailed provisions of our Articles, available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Principal Holders of Voting Securities

The following table sets out the persons who had, to the knowledge of the Company’s directors or executive officers, as at the date of this Circular, directly or indirectly, beneficial ownership or control or direction over voting securities carrying 10% or more of the voting rights attached to any class of our voting securities:

Name	Type of Ownership	Number of Common Shares Owned	% of Class(3)	% of Total Voting Rights(3)
New Hartsdale Investor(1)	Beneficial	88,372,355	36.45	36.45
Hochschild Mining Investor(2)	Beneficial	46,802,843(2)	19.30	19.30
CAP	Beneficial	30,194,622	12.45	12.45

Notes:

(1) Represents 88,372,355 Common Shares owned directly by New Hartsdale Investor, an irrevocable discretionary trust which is under the control and direction of independent trustees and whose permitted beneficiaries are Eduardo Hochschild, his spouse, his children and their descendants.

(2) Represents 46,802,843 Common Shares beneficially owned by Hochschild Mining, a public company listed on the London Stock Exchange.

(3) Based on an aggregate of 242,440,446 Common Shares issued and outstanding as of the date of this Circular.

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

To the knowledge of the directors and executive officers of Aclara, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular and in our most recent Annual Information Form under the heading “ Interest of Management and Others in Material Transactions ”, no informed person of the Company, proposed director, or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

SHAREHOLDER PROPOSALS

There are no shareholder proposals to be considered at the Meeting. The BCBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management information circular relating to an annual general meeting of shareholders.

ADDITIONAL INFORMATION

Documents You Can Request

You can ask us for a copy of the following documents at no charge:

our most recently audited financial statements for the most recently completed financial year together with the accompanying auditors’ report;
any interim financial statements that were filed after the financial statements for our most recently completed financial year;
our management’s discussion and analysis related to the above financial statements;
the management proxy circular for our most recent annual general shareholder meeting; and
our most recent Annual Information Form, together with any document, or the relevant pages of any document, incorporated by reference into it.

Please write to Investor Relations at Calle La Colonia 180, Urb. El Vivero, Santiago de Surco, Lima 15023, Peru, or email [email protected].

These documents are also available on our website at https://aclara-re.com/investor-relations/ and on SEDAR+ at www.sedarplus.ca. All of our news releases are also available on our website.

Information contained on, or that can be accessed through, our website does not constitute a part of this Circular and is not incorporated by reference herein.

Financial information is provided in our audited annual financial statements and related management’s discussion and analysis for the year ended December 31, 2025.

Approval

Our Board has approved the contents of this Circular and the sending thereof to our shareholders, directors and auditor.

On behalf of the Board of Directors,

(signed) Ramon Barua

Ramon Barua Chief Executive Officer

APPENDIX A RESOLUTIONS CONCERNING RENEWAL OF THE OMNIBUS LONG-TERM INCENTIVE PLAN

Capitalized terms used in this resolution that are not otherwise defined shall have the meanings given to them in the management information circular of Aclara Resources Inc. (the “ Company ”) dated April 6, 2026 (the “ Circular ”).

BE IT RESOLVED THAT:

the renewal of the omnibus long term incentive plan (the “ LTIP ”) as described in the management information circular of the Company dated April 6, 2026, is hereby approved, ratified and confirmed;
all unallocated options, rights and entitlements under the LTIP, be and are hereby authorized and approved;
the Company has the ability to grant and to continue granting restricted share units, performance share units, deferred share units and stock options under the LTIP until May 7, 2029, being the date that is three (3) years from the date of the meeting of shareholders of the Company at which shareholder approval is being sought; and
any officer or director of the Company is hereby authorized, acting for, in the name of and on behalf of the Company, to execute, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents, agreements and instruments, and to do or cause to be done all such other acts and things, as such officer or director determines to be necessary or desirable in order to carry out the intent of the foregoing paragraphs of this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

APPENDIX B SHARE ISSUANCE RESOLUTION

BE IT RESOLVED THAT:

Tranche 2 of the Private Placement, including the issuance of greater than 10% of the outstanding Common Shares of the Company to insiders, all as more particularly described in the Circular, is hereby authorized and approved;
notwithstanding that these resolutions have been duly passed by the Shareholders of the Company, the directors of the Company are authorized, in their discretion, to determine, at any time, to delay or abandon the implementation of these resolutions without further approval of the Shareholders of the Company;
any officer or director of the Company is hereby authorized, acting for, in the name of and on behalf of the Company, to execute, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents, agreements and instruments, and to do or cause to be done all such other acts and things, as such officer or director determines to be necessary or desirable in order to carry out the intent of the foregoing paragraphs of this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing; and
these approvals are given for all purposes under the TSX Company Manual, including Subsections 604(a)(ii) and 607(g)(ii).

APPENDIX C MANDATE OF THE BOARD OF DIRECTORS

1. Introduction

The members of the board of directors (respectively, the “ Directors ” and the “ Board ”) of Aclara Resources Inc. (the “ Company ”) are elected by the shareholders of the Company and are responsible for the stewardship of the Company. The purpose of this mandate (the “ Board Mandate ”) is to describe the principal duties and responsibilities of the Board, as well as some of the policies and procedures that apply to the Board in discharging its duties and responsibilities.

Certain aspects of the composition and organization of the Board are prescribed and/or governed by the Business Corporations Act (British Columbia) and the constating documents of the Company, and applicable agreements, including the investor rights agreement between the Company and Hochschild Mining Holdings Limited and Pelham Investment Corporation (the “ Investor Rights Agreement ”). Certain of the provisions of the Board Mandate may be modified or superseded by the provisions of the Investor Rights Agreement. In the event of a conflict between this Board Mandate and the Investor Rights Agreement, the Investor Rights Agreement shall prevail.

2. Chairman

The chair of the Board (the “ Chairman ”) shall be appointed by the Board.

3. Board Size

The constating documents of the Company provide that the Board shall be comprised of a minimum of three (3) Directors and a maximum of fifteen (15) Directors. The Board shall periodically review its size in light of its duties and responsibilities from time to time.

4. Independence

(a) The Board shall be comprised of a minimum of three (3) independent Directors. A Director shall be considered independent if he or she would be considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices .
(b) A majority of the Board’s independent Directors shall appoint an independent lead Director (the “ Lead Independent Director ”) from among the Directors, who shall serve for such term as the Board may determine. If the Company has a non-executive Chairman, then the role of the Lead Independent Director shall be filled by the nonexecutive Chairman. The Lead Independent Director shall chair any meetings of the independent Directors and assume such other responsibilities as the independent Directors may designate in accordance with any applicable position descriptions or other applicable guidelines that may be adopted by the Board from time to time. The Lead Independent Director may be removed at any time at the discretion of the Board.

5. Role and Responsibilities of the Board

The Board is responsible for supervising the management of the business and affairs of the Company and is expected to focus on guidance and strategic oversight with a view to increasing shareholder value.

In accordance with the Business Corporations Act (British Columbia), in discharging his or her duties, each Director must act honestly and in good faith, with a view to the best interests of the Company. Each Director must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(a) The Chairman shall be responsible for establishing or causing to be established the agenda for each Board meeting, and for ensuring that regular minutes of Board proceedings are kept and circulated on a timely basis for review and approval.
(b) The Board may invite, at its discretion, any other individuals to attend its meetings. Senior executives of the Company shall attend a meeting if invited by the Board.

6. Delegations and Approval Authorities

(a) The Board shall appoint the chief executive officer of the Company (the “ CEO ”) and delegate to the CEO and other senior executives the authority over the day-to-day management of the business and affairs of the Company.
(b) The Board may delegate certain matters it is responsible for to the committees of the Board, currently consisting of the Audit Committee, and the Corporate Governance, Nominating and Compensation Committee (the “ Corporate Governance, Nominating and Compensation Committee ”), and the Sustainability Committee (the “ Sustainability Committee ”). The Board may appoint other committees, as it deems appropriate, subject to compliance with the Investor Rights Agreement and to the extent permissible under applicable law. The Board will, however, retain its oversight function and ultimate responsibility for such matters and associated delegated responsibilities.

7. Strategic Planning Process and Risk Management

(a) The Board shall adopt a strategic planning process to establish objectives and goals for the Company’s business and shall review, approve and modify as appropriate the strategies proposed by senior executives to achieve such objectives and goals. The Board shall review and approve, at least on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Company’s business and affairs.
(b) The Board, in conjunction with management, shall be responsible to identify the principal risks of the Company’s business and oversee management’s implementation of appropriate systems to seek to effectively monitor, manage and mitigate the impact of such risks. Pursuant to its duty to oversee the implementation of effective risk management policies and procedures, the Board may delegate to applicable Board committees the responsibility for assessing and implementing appropriate policies and procedures to address specified risks, including delegation of financial and related risk management to the Audit Committee and delegation of risks associated with compensation policies and practices to the Corporate Governance, Nominating and Compensation Committee.

8. Succession Planning, Appointment and Supervision of Senior Executives

(a) The Board shall approve the corporate goals and objectives of the CEO and review the performance of the CEO against such corporate goals and objectives. The Board shall take steps to satisfy itself as to the integrity of the CEO and other senior executives of the Company and that the CEO and other senior executives create a culture of integrity throughout the organization.
(b) The Board shall approve the succession plan for the Company, including the selection, appointment, supervision and evaluation of the senior executives of the Company, and shall also approve the compensation of the senior executives of the Company upon recommendation of the Corporate Governance, Nominating and Compensation Committee.

9. Financial Reporting and Internal Controls

The Board shall review and monitor, with the assistance of the Audit Committee, the adequacy and effectiveness of the Company’s system of internal control over financial reporting, including any significant deficiencies or changes in internal control and the quality and integrity of the Company’s external financial reporting processes.

10. Regulatory Filings

The Board shall approve applicable regulatory filings that require or are advisable for the Board to approve, which the Board may delegate in accordance with Section 7(b) of this mandate. These include, but are not limited to, the annual audited financial statements, interim financial statements and related management’s discussion and analysis accompanying such financial statements, management proxy circulars, annual information forms, offering documents and other applicable disclosure.

11. Corporate Disclosure and Communications

The Board will seek to ensure that corporate disclosure of the Company complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges upon which the Company’s securities are listed. In addition, the Board shall adopt appropriate procedures designed to permit the Board to receive feedback from shareholders on material issues.

12. Corporate Policies

The Board shall adopt and periodically review policies and procedures designed to ensure that the Company and its Directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Company’s business ethically and with honesty and integrity.

13. Review of Mandate

The Board may, from time to time, permit departures from the terms of this Board Mandate, either prospectively or retrospectively. This Board Mandate is not intended to give rise to civil liability on the part of the Company or its Directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

The Board may review and recommend changes to the Board Mandate from time to time and the Corporate Governance, Nominating and Compensation Committee may periodically review and assess the adequacy of this mandate and recommend any proposed changes to the Board for consideration.

Dated: December 10, 2021 Approved by: Board of Directors of the Company

AI assistant

Aclara Resources Inc. — AGM Information 2026

48255_rns_2026-04-10_962b68f5-f52e-4630-8d1c-da3fcfe5558a.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

You have the right to vote

Your vote is important

(signed) Ramon Barua

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

GENERAL INFORMATION

VOTING INFORMATION

Your Vote is Important

Voting by Proxy Before the Meeting

Online

By Mail

By Fax

Changing or Revoking your Vote

Revoking your Vote

Completing the Proxy Form

Record Date, Quorum and Votes Necessary to Pass Resolutions

Additional Information

BUSINESS OF THE MEETING

Receiving the Audited Annual Financial Statements

Election of Directors

Appointment of Independent Auditors

Renewal of the Omnibus Long-Term Incentive Plan

Approval of Share Issuance Pursuant to Private Placement

Considering Other Business

ELECTION OF DIRECTORS

Investor Rights Agreements

Nomination Rights

Advance Notice Provisions

Description of Proposed Director Nominees

Ownership Interest

Corporate Cease Trade Orders and Bankruptcies

Penalties or Sanctions

Individual Bankruptcies

APPOINTMENT OF INDEPENDENT AUDITORS

RENEWAL OF THE OMNIBUS LONG-TERM INCENTIVE PLAN

APPROVAL OF SHARE ISSUANCE TO INSIDERS PURSUANT TO PRIVATE PLACEMENT

Overview and Background to Private Placement

Share Issuance Resolution

Recommendation of the Board

Insider Participation, Dilution and Resulting Share Ownership

Securities Regulatory Matters

Excluded from Voting on the Share Issuance Resolution (TSX):

Related Party Transaction

Risk Factors

DIRECTOR COMPENSATION

Director Compensation Table

Notes:

Incentive Plan Awards — Value Vested or Earned During the Year for Directors

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Overview

Compensation-Setting Process

Principal Elements of Compensation

Base Salaries

Short-Term Incentives (Annual Bonuses)

Long-Term Incentives

Omnibus Long-Term Incentive Plan (LTIP)

Summary Compensation Table

Methodology

Employment Agreements, Termination and Change of Control Benefits

Outstanding Option-Based Awards and Share-Based Awards

Incentive Plan Awards — Value Vested or Earned During the Year

Compensation Governance

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

General

Composition of our Board and Board Committees

Director Independence

Meetings of Independent Directors and Conflicts of Interest

Director Term Limits and Other Mechanisms of Board Renewal

Mandate of our Board of Directors

Position Descriptions

Orientation and Continuing Education

Code of Ethics

Anti-Bribery and Anti-Corruption Compliance Policy

Committees of our Board

Aclara Resources Inc. AGM Information 2026