Aclara Resources Inc. — Proxy Solicitation & Information Statement 2026

Apr 10, 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:

1. to receive the Company’s annual audited financial statements for the financial year ended December 31, 2025, including the external auditors’ report thereon;
2. 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;
3. 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;
4. 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;
5. 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
6. 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 toll-free 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. 14th 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 6th day of April, 2026.

By order of the Board of Directors,

(signed) Ramon Barua

Ramon Barua
Chief Executive Officer