AMERICAN CRITICAL ELEMENTS INC.
3A – 709 Twelfth Street
New Westminster, British Columbia
V3M 4J7

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING
OF SHAREHOLDERS

TAKE NOTICE that the Annual General & Special Meeting of the Shareholders of AMERICAN CRITICAL ELEMENTS INC. (hereinafter called the “Corporation”) will be held at the offices of Endeavor Trust Corporation. Suite 702, 777 Hornby Street, Vancouver, British Columbia, on Friday, January 23, 2026 at the hour of 1:00 p.m. (Vancouver time) for the following purposes:

To elect directors for the ensuing year.
To appoint Saturna Group Chartered Professional Accountants LLP, as auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.
To consider and, if thought advisable, to pass an ordinary resolution to approve the Corporation’s new 2025 rolling stock option plan, particulars of which are as set out in the accompanying Information Circular under “Particulars of Matters to be Acted Upon”.
To transact such other business as may properly come before the meeting or any adjournment thereof.

A copy of the Management Information Circular (the “Circular”), the Audited Financial Statements of the Corporation for the years ended April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 and April 30, 2018 (the “Annual Financial Statements”) and the Corporation’s management discussion and analysis for the years ended April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 and April 30, 2018 (the “Annual MD&A”) accompany this Notice of Meeting.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of Proxy or voting instruction form delivered to them with the Notice-and-Access Notification (defined below).

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Annual General & Special Meeting of Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the British Columbia Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Circular, the annual financial statements and related management’s discussion and analysis and other meeting materials (collectively the “Meeting Materials”), shareholders receive a notification (the “Notice-and-Access Notification”) with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Corporation’s profile at www.sedarplus.com or on https://www.eproxy.ca/AmericanCriticalElements/2025AGSM/.

How to Obtain Paper Copies of the Meeting Materials

Registered holders or non-registered holders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Transfer Agent’s website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call Endeavor Trust Corporation toll free at 1-888-787-0888 or email Endeavor Trust Corporation at [email protected].

Requests should be received by Wednesday January 14, 2026 in order to receive the Meeting Materials in advance of the proxy deposit date and Meeting.

RECORD DATE AND PROXY DELIVERY DATE

The Board of Directors of the Corporation has, by resolution, fixed the close of business on December 9, 2025 as the Record Date, being the date for determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

The Board of Directors of the Corporation has, by resolution, fixed the hour of 1:00 p.m. in the afternoon (Vancouver time) on Wednesday January 21, 2026, being not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the day of the Meeting, or any adjournment thereof, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Transfer Agent of the Corporation, Endeavor Trust Corporation, Suite 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting to revoke a proxy previously delivered in accordance with the foregoing.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of proxy or voting instruction form delivered to them with the Notice-and-Access Notification.

DATED at Vancouver, British Columbia, this 9th day of December, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF AMERICAN CRITICAL ELEMENTS INC.

"Ken Ralfs"
Ken Ralfs
Chief Executive Officer

AMERICAN CRITICAL ELEMENTS INC.
3A – 709 Twelfth Street
New Westminster, British Columbia
V3M 4J7

MANAGEMENT INFORMATION CIRCULAR
(As at December 9, 2025, except as indicated)

This information circular is furnished in connection with the solicitation of proxies by the management of AMERICAN CRITICAL ELEMENTS INC. (the “Corporation”) for use at the annual general and special meeting (the “Meeting”) of the Corporation to be held on Friday January 23, 2026, and at any adjournments thereof. The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by officers and employees of the Corporation. The costs of solicitation will be borne by the Corporation.

NOTICE-AND-ACCESS

The Corporation has elected to use the “notice-and-access” process under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (“NI-54-101”) and National Instrument 51-102 Continuous Disclosure Obligations, for distribution of this Circular and other meeting materials to registered Shareholders of the Corporation and non-registered Shareholders of the Corporation as set out in the “Advice to Non-Registered Shareholders” section below.

Notice-and-access allows issuers to post electronic versions of meeting materials, including circulars, annual financial statements and management discussion and analysis, online, via SEDAR+ and one other website, rather than mailing paper copies of such meeting materials to Shareholders. The Corporation anticipates that utilizing the notice-and-access process will substantially reduce both postage and printing costs.

The Corporation has posted the Circular, the Corporation’s audited financial statements for the years ended April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 and April 30, 2018 (the “Annual Financial Statements”) and the Corporation’s management discussion and analysis for the years ended April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 and April 30, 2018 (the “Annual MD&A”) on the websites www.sedarplus.com and https://www.eproxy.ca/AmericanCriticalElements/2025AGSM/.

Although the Circular, Annual Financial Statements and Annual MD&A (collectively, the “Meeting Materials”) will be posted electronically online, as noted above, the registered and non-registered Shareholders (subject to the provisions set out below under the heading “Advice to Non-Registered Shareholders”) (collectively the “Notice-and-Access Shareholders”) will receive a “notice package” (the “Notice-and-Access Notification”), by prepaid mail, which includes the information prescribed by NI 54-101, and a proxy form or voting instruction form from their respective intermediaries. Notice-and-Access Shareholders should follow the instructions for completion and delivery contained in the proxy or voting instruction form. Notice-and-Access Shareholders are reminded to review the Circular before voting.

Notice-and-Access Shareholders will not receive a paper copy of the Meeting Materials unless they contact Endeavor Trust Corporation (“Endeavor Trust”) in which case Endeavor Trust will mail the requested materials within three business days following receipt of any request provided the request is made prior to the Meeting. Notice-and-Access Shareholders with questions about notice-and-access may contact Endeavor Trust toll free at 1-888-787-0888 or by email at [email protected]. In order to receive a paper copy of the Meeting Materials in time to vote before the Meeting, your request should be received by January 14, 2026.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy for the Meeting are officers or directors of the Corporation (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Voting at the meeting will be by a show of hands, each shareholder having one vote, unless a poll is requested or required in accordance with the Corporation’s By-laws or the Business Corporations Act (British Columbia), in which case each shareholder is entitled to one vote for each share held.

Common shares of the Corporation (the “Common Shares”) represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the shareholder on any ballot that may be called for.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Corporation’s registrar and transfer agent, Endeavor Trust Corporation, either at its office at Suite 702, 777 Hornby Street, Vancouver BC V6Z 1S4, Attention: Proxy Department, or by facsimile transmission to (604) 559-8908, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the Chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Corporation as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are “non-registered” shareholders (“Non-Registered Shareholders”) because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Canadian Depository for Securities Limited. If you purchased your shares through a broker, you are likely a Non-Registered Shareholder.

There are two kinds of Non-Registered Shareholders: (i) those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners); and (ii) those who do not object to their name being made known to the issuers of securities which they own (called “NOBOs” for Non-Objecting Beneficial Owners).

Issuers can request and obtain a list of their NOBOs from intermediaries via their transfer agents, pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of Reporting Issuers (“NI 54-101”), and

issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs. The Corporation has decided not to take advantage of those provisions of NI 54-101 that allow it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive copies of the notice of meeting, this management information circular and a voting instruction form (which includes a place to request copies of the Corporation’s annual and/or interim financial statements and related management’s discussion and analysis) (collectively, the “Meeting Materials”) from Broadridge on behalf of the intermediaries/brokers. The voting instruction forms are to be completed and returned to Broadridge in the postage paid envelope provided or by facsimile. Broadridge will tabulate the results of the voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by voting instruction forms they receive. Alternatively, NOBOs may vote following the instructions on the voting instruction form via the internet or by telephone.

With respect to OBOs, in accordance with applicable securities law requirements, the Corporation will have distributed copies of the Meeting Materials to the clearing agencies and intermediaries for distribution to such Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless they have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow; or

(b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the OBO but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the OBO when submitting the proxy. In this case, the OBO who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Corporation, c/o Endeavor Trust Corporation, Suite 702, 777 Hornby Street, Vancouver BC V6Z 1S4.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of their Shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

Management of the Company does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and, in the case of an OBO, the OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by his attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of the Corporation, Suite 13A – 709 Twelfth Street, New Westminster, British Columbia V3M 4J7, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the Chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the proxy on their behalf.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares, of which 10,999,254 Common Shares were issued and outstanding as at December 9, 2025. The holders of Common Shares are entitled to one vote for each Share held. The record date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting has been fixed as December 9, 2025. Holders of Common Shares of record at the close of business on December 9, 2025 will be entitled to receive notice of and vote at the meeting and will be entitled to one vote for each Share held. The Corporation has only one class of Common Shares.

To the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, controls or directs, directly or indirectly or exercised control or direction over, shares carrying 10% or more of the voting rights attached to the Corporation's issued and outstanding Common Shares.

STATEMENT OF EXECUTIVE COMPENSATION

The Corporation is a venture issuer and is disclosing the compensation of its director and named executive officers in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES

The following table provides information regarding compensation paid, payable, awarded to, or earned by the Corporation’s Chief Executive Officers and Chief Financial Officers (together, the “Named Executive Officers”) and any director who is not a Named Executive Officer for the financial years ended April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 and April 30, 2018. There were no other executive officers of the Corporation who individually earned more than $150,000 in total compensation.

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees(1) ($)	Value of perquisites(2) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Ken Ralfs
President, CEO and Director(2)	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	2,000	Nil	Nil
	2020	Nil	Nil	2,000	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Michael Wilson
former President, CEO and Director(2)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
Robert Nordin
Chief Financial Officer(3)	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	2,000	Nil	Nil
	2020	Nil	Nil	2,000	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Rodger Roden
former Chief Financial Officer(3)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees^{(1)} ($)	Value of perquisites^{(2)} ($)	Value of All Other Compensation ($)	Total Compensation ($)
William Johnstone
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	2,000	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
Frank van de Water
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	2,000	Nil	Nil	Nil
	2020	Nil	Nil	2,000	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
Glen Macdonald
former Director^{(4)}	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil

(1) Represents all fees awarded, earned, paid or payable in cash for services as an officer or director or member of a Board committee.

(2) Michael Wilson resigned as President, CEO and a Director on April 25, 2019 and Ken Ralfs was appointed President and CEO. Ken Ralfs was elected a director on May 16, 2018.

(3) Rodger Roden resigned as CFO on October 5, 2018 and Rob Nordin was appointed CFO.

(4) Glen Macdonald was elected a director on May 16, 2018 and resigned as a director on November 29, 2019.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table discloses all compensation securities granted or issued to Named Executive Officers or directors during the financial years ended April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 and April 30, 2018, except as noted below, for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Ken Ralfs
CEO and Director^{(1)}	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Robert Nordin
Chief Financial Officer^{(2)}	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Michael Wilson
former CEO and Director^{(1)(5)}	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A

Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Rodger Roden
former Chief Financial Officer^{(2)(5)}	Stock options	70,000^{(4)}	February 14, 2014	$0.70	$0.70^{(4)}		February 19, 2019
Frank van de Water Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
William Johnstone Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Glen Macdonald
former Director^{(3)(6)}	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A

(1) Michael Wilson resigned as President, CEO and a Director on April 25, 2019 and Ken Ralfs was appointed President and CEO. Ken Ralfs was elected a director on May 16, 2018.
(2) Rodger Roden resigned as CFO on October 5, 2018 and Rob Nordin was appointed CFO.
(3) Glen Macdonald was elected a director on May 16, 2018 and resigned as a director on November 29, 2019.
(4) Stock options and exercise price after the 5:1 consolidation effected December 12, 2017.
(5) Information for fiscal 2018 and 2019.
(6) Information for fiscal 2019 and 2020.

STOCK OPTION PLAN

On October 21, 2013, the Directors of the Corporation adopted a New Incentive Stock Option Plan (the “2013 Plan”), which was approved by the shareholders of the Corporation on November 21, 2013, to encourage common share ownership in the Corporation by Directors, executive officers, employees and consultants of the Corporation who are primarily responsible for the management and profitable growth of its business from time to time. The 2013 Plan provides that eligible persons hereunder include any Director, employee (full-time or part-time), executive officer or consultant of the Corporation or any subsidiary thereof. A consultant means an individual (including an individual whose services are contracted through a personal holding company) with whom the Corporation or a subsidiary has a contract for substantial services. The 2013 Plan allows the Corporation to attract and retain valued Directors, officers and employees by allowing it to offer stock options as incentives to join the Corporation.

The 2013 Plan is administered by the Board of Directors of the Corporation. The Board of Directors has the authority to determine, among other things, subject to the terms and conditions of the 2013 Plan, the terms, limitations, restrictions and conditions respecting the grant of stock options under the 2013 Plan.

The total number of shares which may be reserved and set aside for issuance to eligible persons may not exceed 10% of the issued and outstanding common shares from time to time. The total number of stock options granted to any one individual in any 12 month period may not exceed 5% of the issued and outstanding common shares of the Corporation and the total number of options granted to all Insiders (as defined by the TSX Venture Exchange (“TSXV”)) in any 12 month period may not exceed 10% of the issued and outstanding common shares of the Corporation. The total number of options granted to any one consultant in any 12 month period may not exceed 2% of the issued and outstanding shares of the Corporation. Investor Relations persons including employees may not be granted options exceeding 2% of outstanding capital and such options must vest over one (1) year with no more than 25% vesting in each quarter.

Pursuant to the 2013 Plan, the options are not be transferable other than by will or the laws of descent and distribution, the option price to be such price as is fixed by the 2013 Plan’s administrator but shall be not less than the fair market value of the shares at the time the option is granted and payment thereof shall be made in full on the exercise of the options. The terms of the options may not exceed ten (10) years and shall be subject to earlier redemption upon the

termination of employment. If an optionee ceases to be an eligible person for any reason whatsoever other than death, each option held by such optionee will cease to be exercisable in a period not exceeding six (6) months following the termination of the optionee's position with the Corporation by only up to and including the original option expiry date. If an optionee dies, the legal representative of the optionee may exercise the optionee's options for a period not exceeding one (1) year after the date of the optionee's death but only up to and including the original option expiry date. The 2013 Plan also contains anti-dilution provisions usual to 2013 Plans of this type.

The Corporation will not provide any optionee with financial assistance in order to enable such optionee to exercise stock options granted under the 2013 Plan. The Corporation has no other compensation 2013 Plans or arrangements in place and none are currently contemplated.

As of the date of this Circular, there are no stock options outstanding under the 2013 Plan (no options have been exercised under the 2013 Plan) and 1,099,925 options available for grant.

Adoption of 2025 Stock Option Plan

The Board of Directors has decided to adopt a new 10% rolling stock option plan to replace the 2013 Plan. Reference is made to the heading "Particulars of Matters to be Acted Upon – Adoption of the 2025 Stock Option Plan".

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

Estimated Incremental Payments on Change of Control and Termination Without Cause

If a severance payment triggering event had occurred on April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 or April 30, 2018, the severance payments that would be payable to each of the Named Executive Officers would have been approximately as follows:

Name	Termination by the Corporation for any reason other than for cause and unrelated to a Corporate Transaction or Change of Control and Triggering Event	Termination resulting from a Corporate Transaction or Change of Control and Triggering Event
Ken Ralfs	Not Applicable	Not Applicable
Michael Wilson	Not Applicable	Not Applicable
Robert Nordin	Not Applicable	Not Applicable
Rodger Roden	Not Applicable	Not Applicable

Oversight and Description of Director and Named Executive Officer Compensation

The Compensation Committee was responsible for making recommendations to the Board for compensation levels and considering the implications of the risks associated with the Corporation's compensation policies and practices. When determining compensation policies and individual compensation levels for the Named Executive Officers, the Compensation Committee took into consideration a variety of factors. These factors include the overall financial and operating performance of the Corporation and the Board's overall assessment of each executive's individual performance and his contribution towards meeting corporate objectives, levels of responsibility, length of service and industry comparables.

Salary: The salary for each Named Executive Officer is primarily determined having regard to his or her position, responsibilities, the assessment of such individual's performance and overall corporate performance as presented by management to the Board and the Compensation Committee. The base salaries of Named Executive Officers are reviewed annually and adjusted when considered appropriate. Base salary is intended to provide the Named Executive Officer with a compensation level competitive with base salaries within the mining industry. If the Named Executive

Officer is contracted to the Corporation through a company controlled by the respective party, the consulting fee payable is determined based on the same criteria as salary.

Bonuses: There is no written contract between the Corporation and Mr. Ralfs for his services provided in any of the years from 2018 to 2025, and the Board did not award a bonus to Mr. Ralfs in any of the years from 2018 to 2025.

There is no written contract between the Corporation and Mr. Wilson for his services provided in fiscal 2019 or 2018, and the Board did not award a bonus to Mr. Wilson in fiscal 2019 or 2018.

There is no written contract between the Corporation and Mr. Nordin for his services provided in any of the years from 2019 to 2025, and the Board did not award a bonus to Mr. Nordin in any of the years from 2018 to 2024.

There is no written contract between the Corporation and Mr. Roden for his services provided in fiscal 2019 or 2018, and the Board did not award a bonus to Mr. Roden in fiscal 2019 or 2018.

On behalf and at the discretion of the Board, the Compensation Committee would consider whether it is appropriate and in the best interests of the Corporation to award a discretionary cash bonus to the Named Executive Officers and if so, in what amount. A cash bonus may be awarded for extraordinary past performance that has led to increased value for shareholders through the formation of new strategic or joint venture relationships, capital raising efforts, property acquisitions or divestitures, or achieving satisfaction of predetermined and agreed performance criteria. Demonstrations of extraordinary personal commitment to the Corporation’s interests, the community and the industry may also be rewarded through a cash bonus.

Option-based awards: To encourage the Corporation to achieve long term future growth, the Compensation Committee may from time to time recommend the grant of stock options to the Corporation’s executive officers, directors, consultants and employees under the stock option plan. All grants of options are reviewed and approved by the Board. Grants of stock options are intended to encourage the executive officer’s commitment to the Corporation’s growth and the enhancement of share value and to reward executive officers for the Corporation’s performance. The grant of stock options, as a key component of the executive compensation package, enables the Corporation to attract and retain qualified executives. The Compensation Committee reviews option balances and recommends to the Board grants to newly hired executive officers at the time of their employment and considers further grants to executive officers from time to time thereafter to such executive officers. The amount and terms of options previously granted to an executive officer are taken into account when determining whether and how new option grants should be made to the executive officer. The number of Common Shares, which may be subject to option in favour of any one individual, is limited under the terms of the option plan.

Since July 6, 2017 the Board has not had a Compensation Committee.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details as to the Corporation’s compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

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 (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 security holders	Nil^{(1)}	N/A	1,099,925^{(2)}
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	Nil	N/A	1,099,925

(1) Represents the number of Common Shares reserved for issuance upon exercise of outstanding stock options granted under the Corporation’s stock option plan as of April 30, 2025.

(2) Represents the number of Common Shares remaining available for future issuance upon exercise of stock options that may be granted under the Corporation’s stock option plan as of April 30, 2025 and based on 10% of the number of Common Shares issued and outstanding as of April 30, 2025. The maximum number of Common Shares which may be issued pursuant to options granted under the option plan is 10% of the issued and outstanding Common Shares at the time of grant.

(3) No options have been granted under the 2018 Plan since February 19, 2014. The last options granted expired unexercised on February 19, 2019.

Material terms of the stock option plan is set out under “Particulars of Matters to be Acted Upon – Annual Approval of Rolling Stock Option Plan”.

MANAGEMENT CONTRACTS

No management functions of the Corporation or its subsidiary are performed to any substantial degree by a person other than the directors or executive officers of the Corporation.

INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as disclosed herein, there was no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or its subsidiaries which is owing to the Corporation or its subsidiaries or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, no proposed nominee for election as a director of the Corporation and no associate of such persons:

(i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Corporation or its subsidiaries; or

(ii) is indebted to another entity, which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries, in relation to a securities purchase program or other program.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed, no informed person or proposed director of the Corporation and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which in either such case 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 directors and executive officers of the Corporation having an interest in the resolution regarding the approval of the Stock Option Plan as such persons are eligible to participate in such plan.

The address for all informed persons is c/o 3A – 709 Twelfth Street, Vancouver, British Columbia, Canada V3M 4J7. Each of the documents identified above as being incorporated herein by reference is available on SEDAR+ at www.sedarplus.ca and, upon request, the Corporation will promptly provide a copy of such document free of charge to a securityholder of the Corporation.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year, no proposed nominee of management of the Corporation for election as a director of the Corporation and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the approval of the Corporation’s Stock Option Plan.

AUDIT COMMITTEE

THE AUDIT COMMITTEE’S CHARTER

The Corporation’s Audit Committee is governed by the Audit Committee Charter, a copy of which is annexed hereto as Schedule “A”.

COMPOSITION OF THE AUDIT COMMITTEE

The following are the members of the Committee:

Ken Ralfs	Not Independent(1)	Financially literate(2)
Frank van de Water(3)	Independent(1)	Financially literate(2)
William Johnstone(3)	Not Independent(1)	Financially literate(2)

(1) As defined in NI 52-110.
(2) Under NI 52-110, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

RELEVANT EDUCATION AND EXPERIENCE

Ken Ralfs, Frank van de Water and William Johnstone have many years of practical financial and business experience, and have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected by the Company’s financial statements and are therefore considered "financially literate".

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board.

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES

The Committee has not adopted specific policies and procedures for the engagement of non-audit services.

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EXTERNAL AUDITORS SERVICE FEES (BY CATEGORY)

The aggregate fees billed by the Corporation’s external auditors in each of the last three fiscal years for audit fees are as follows:

Financial Year Ended	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
April 30, 2025	$12,000	$780	Nil	Nil
April 30, 2024	$15,000	Nil	Nil	Nil
April 30, 2023	$14,000	Nil	Nil	$154

EXEMPTION IN SECTION 6.1 OF NI 52-110

The Corporation is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Part 5 (Reporting Obligations).

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Corporation’s shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.

National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Corporation has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Corporation’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices which disclosure is set out below, in accordance with Form 58-101F2 Corporate Governance Disclosure (Venture Issuers).

INDEPENDENCE OF MEMBERS OF BOARD

The Corporation’s Board consists of three directors, one of whom is considered to be independent. Frank van de Water is considered to be independent. Mr. Ken Ralfs is not considered to be independent as he is the CEO of the Corporation and William Johnstone is not considered to be independent as he is legal counsel for the Corporation.

MANAGEMENT SUPERVISION BY BOARD

The Board as a whole is responsible for supervising the management of the business and affairs of the Corporation. The Board may hold sessions at any time without management being present and Board members may request a meeting restricted to independent members of the Board at any time. There were no meetings of independent directors during the last completed financial year. When there is a meeting of independent directors, one of the independent directors present will lead the meeting. Any member of a committee of the Board may retain external advisors as appropriate at the expense of the Corporation.

ROLE OF CHAIRMAN

The role of the Chairman of the Board is to chair all meetings of the Board in a manner that promotes meaningful discussion, and to provide leadership to the Board to enhance the Board’s effectiveness in meeting its responsibilities. The Chairman’s responsibilities include ensuring that the Board works together as a cohesive team with open communication and that a process is in place by which the effectiveness of the Board, its committees and its individual directors can be evaluated on a regular basis. The Chairman also acts as a liaison between the Board and management

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to ensure that the relationship between the Board and management is professional and constructive and ensures that the allocation of responsibilities and the boundaries between Board and management are clearly understood. Subsequent to the resignation of the Chairman of the Board on July 6, 2017, the Board has not appointed a Chairman.

MEETINGS OF THE BOARD

The Board meets as frequently as necessary depending on the nature of the business and affairs which the Corporation faces from time to time. For the last completed financial year, the Board met 5 times.

PARTICIPATION OF DIRECTORS IN OTHER REPORTING ISSUERS

The participation of the directors in other reporting issuers is described in the table provided under “Election of Directors” in this Information Circular.

ORIENTATION AND CONTINUING EDUCATION

While the Corporation does not have formal orientation and training programs, new Board members are provided with:

information respecting the functioning of the Board, committees and copies of the Corporation’s corporate governance policies;
access to recent, publicly filed documents of the Corporation; and
access to management.

Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation with management’s assistance, to attend related industry seminars and visit the Corporation’s operations. Board members have full access to the Corporation’s records.

ETHICAL BUSINESS CONDUCT

The Board views good corporate governance as an integral component to the success of the Corporation and to meet responsibilities to shareholders. The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to employees, officers and directors to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct.

NOMINATION OF DIRECTORS

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the mining industry are consulted for possible candidates.

COMPENSATION OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER

Disclosure of the person who determines the compensation and process of determining compensation for the directors and CEO is set out under “Statement of Executive Compensation – Oversight and Description of Director and Named Executive Officer Compensation”.

BOARD COMMITTEES

The Corporation has one committee of the Board at present, being the Audit Committee.

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The Audit Committee for fiscal 2025, 2024, 2023, 2022, 2021 and 2020 was comprised of the Corporation’s then current three directors: Ken Ralfs, Frank van de Water and William Johnstone.

ASSESSMENTS

The Board does not consider that formal assessments would be useful at this stage of the Corporation’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual directors and its committees. To assist in its review, the Board conducts informal surveys of its directors.

NOMINATION OF DIRECTORS

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions amongst Board members and the CEO.

EXPECTATIONS OF MANAGEMENT

The Board expects management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Corporation’s business plan and to meet performance goals and objectives.

FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the years ended April 30, 2025, April 30, 2024, April 30, 2023, April 30, 2022, April 30, 2021, April 30, 2020, April 30, 2019 and April 30, 2018 (the “Financial Statements”) together with the Auditors' Reports thereon, will be presented to the shareholders of the Corporation at the Meeting. Receipt at the Meeting of the auditors’ reports and the Annual Financial Statements for the Corporation’s last eight completed fiscal periods will not constitute approval or disapproval of any matters referred to therein. The Annual Financial Statements and the Annual MD&A can be obtained from the Corporation’s profile on the SEDAR+ website at www.sedarplus.com or at www.endeavortrust.com . Shareholders may receive paper copies of the Circular and the Annual Financial Statements and Annual MD&A by following the procedure referred to under the heading “Notice-and-Access” on the first page of this Circular. In the alternative, upon receiving a written request to the address on the first page of this Circular, the Corporation will mail a copy of the Annual Financial Statements and Annual MD&A to you.

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

The Corporation’s Articles of Incorporation provide that the number of directors consist of a minimum of 3 and a maximum of 15 directors. The Board currently consists of three directors and the Board has fixed the number of directors to be elected at the Meeting at four. At the Meeting, the four persons named hereunder will be proposed for election as directors of the Corporation (the “Nominees”). Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote FOR the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve. Each director elected will hold office until the close of the first annual meeting of shareholders of the Corporation following the director’s election or until their successor is duly elected or appointed, unless their office is earlier vacated in accordance with the bylaws of the Corporation.

The following table sets forth certain information with respect to each Nominee. Such information is as of December 9, 2025 and based upon information furnished by the respective Nominee.

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Name, jurisdiction and present position with the Corporation	Principal occupation	Date first became a director of the Corporation	Number of Shares beneficially owned, controlled or directed, directly or indirectly
William Johnstone(1)
Ontario, Canada
Director, Corporate Secretary	Securities lawyer Partner with Gardiner Roberts LLP	May 23, 2001	263,767
Ken R. Ralfs(1)
British Columbia, Canada
Director, President and CEO	Self-employed business executive, officer & director of several junior resource public and private companies.	May 16, 2018	Nil
Ronald Fon(2)
Quebec, Canada
Nominee Director	President Dagua Technologies Inc., a proprietary global water treatment business.	Nominee	Nil
Ilya Spivak(3)
British Columbia, Canada
Director	Principal and general partner of multiple commercial and residential real estate ventures in Canada and the United States	Nominee	Nil

(1) Member of the Audit Committee.
(2) Ronald Fon is a nominee for election, and upon successful election is intended to join the Company's audit committee for the ensuing year.
(3) Ilya Spivak is a nominee for election, and upon successful election is intended to join the Company's audit committee for the ensuing year.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Corporation acting solely in such capacity.

Director Biographies

The principal occupations, businesses or employments of each of the Nominees within the past five years are as disclosed in the brief biographies set forth below.

William Johnstone – Director. Mr. Johnstone, age 69, has been practising law for over 40 years focusing on corporate and securities law. He is a partner with Gardiner Roberts LLP in Toronto. He sits on the Board of Directors of five other junior public companies and is the audit committee chair on three of them.

Ken Ralfs – Director. Mr. Ralfs, age 77, is a graduate of B.Sc. (geology) from University of British Columbia in 1972. Mr. Ralfs has extensive experience working with publicly listed companies.

Ronald Fon – Director Nominee. Mr. Fon, age 58, is President of Dagua Technologies Inc., a global water-treatment company with proprietary patented technology. He has previously been a seed investor and CEO of a US listed technology company, where he steered the company to 24 consecutive quarters of profitability, culminating with acquisition of the company by AT & T in 2012. Mr. Fon has served as Director of numerous investment funds and early stage companies both public and private. Mr. Fon holds a Bachelors degree (Hons) from McGill University in Montreal, Quebec with graduate studies at Western University in London, Ontario.

Ilya Spivak – Director Nominee. Mr. Spivak, age 46, is currently a principal and general partner of multiple commercial and residential real estate ventures in Canada and the United States, overseeing investment strategy, capital deployment, and operations. He also holds an executive role in water-treatment technology companies active in North America, Asia, and Africa.

Mr. Spivak is a CFA® charterholder and holds a Bachelor of Commerce from the John Molson School of Business at Concordia University.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

The following information, not being within the knowledge of the Corporation, has been furnished by the respective nominee.

Other than as noted below, to the best of management’s knowledge, no proposed director:

(a) is, as at the date of the Information Circular, or has been, within ten years before the date of the Information Circular, a director, chief executive officer or chief financial officer of any corporation (including the Corporation) that:

(i) was the subject, while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such corporation, of a cease trade or similar order or an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii) was subject to a cease trade or similar order or an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer but which resulted from an event that occurred while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such corporation; or

(b) is, as at the date of this Information Circular, or has been within ten years before the date of the Information Circular, a director or executive officer of any corporation (including the Corporation) 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; or

(c) has, within the ten years before the date of this Information 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 the proposed director; or

(d) 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

(e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Disclosure

Ken Ralfs was a director of King Global Ventures Inc. (“King Global”), a CSE listed company. King Global was subject to a cease trade order issued by the Ontario Securities Commission on June 22, 2020 for failing to file its annual financial statements, and related annual filings for the year ended December 31, 2019 (the “December 31, 2019 Annual Financial Statements”). The December 31, 2019 Annual Financial Statements were filed by King Global on October 10, 2020 and the cease trade order was rescinded effective August 19, 2020.

The following directors of the Corporation hold directorships in other reporting issuers as set out below:

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Director	Name of Reporting Issuer	Market	Position(s) with Issuer
Ronald Fon	AI Artificial Intelligence Ventures Inc.	TSXV	Director
Ken Ralfs	Columbus Energy Limited	NEX	Director
William R. Johnstone	Appia Rare Earths & Uranium Corp.	CSE	Director and Asst. Secretary
	Big Tree Carbon Inc.	TSXV	Director and Corporate Secretary
	Romios Gold Resources Inc.	TSXV	Director and Corporate Assistant Secretary
	Bold Ventures Inc.	TSXV	Director and Corporate Secretary
	ZTEST Electronics Inc.	CSE	Director and Corporate Secretary

APPOINTMENT OF AUDITORS

On August 8, 2024, the Corporation elected to replace Wasserman Ramsay, Chartered Professional Accountants, with Saturna Group Chartered Professional Accountants LLP, as auditors of the Corporation. Wasserman Ramsay had advised the Corporation that they would no longer be performing audits for public companies requiring the Corporation to engage a new firm of Chartered Professional Accountants to perform the audit of the Corporation. A copy of the Notice of Change of Auditor and the applicable response letters from the former and successor auditors were filed on SEDAR+ and are attached hereto as Schedule "B".

On the representations of the said auditors, neither that firm nor any of its partners has any direct financial interest nor any material indirect financial interest in the Corporation or any of its subsidiaries nor has had any connection during the past three (3) years with the Corporation or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, Director, Officer or employee.

Shareholders are being asked to approve an ordinary resolution appointing Saturna Group Chartered Professional Accountants LLP, of Vancouver, British Columbia, as auditors of the Corporation to hold office until the close of the next annual general meeting of the shareholders, at remuneration to be fixed by the board of directors. In order to be effective, the ordinary resolution requires the approval of the majority of the votes cast at the Meeting in respect of the resolution. Unless otherwise instructed, the proxies received pursuant to this solicitation will be voted for the appointment of Saturna Group Chartered Professional Accountants LLP as the auditors of the Corporation to hold office for the ensuing year and to authorize the Board of Directors to fix their renumeration.

The directors recommend that shareholders vote in favour of the resolution appointing Saturna Group Chartered Professional Accountants LLP as auditors of the Corporation.

ADOPTION OF THE 2025 STOCK OPTION PLAN

Management of the Corporation is seeking shareholder approval to replace the 2013 Plan by adopting the new 2025 Stock Option Plan (the "2025 Plan"). The 2025 Plan is a standard up to 10% rolling stock option plan. Particulars of the 2013 Plan are set out under the heading "Stock Option Plan". Attached as Schedule "C" to this Circular is the proposed 2025 Incentive Stock Option Plan (the "2025 Plan") and attached as Schedule "D" to this Circular is a black-line of the changes to the 2013 Plan. The 2025 Plan requires approval by a simple majority of shareholders voting at the Meeting. All shareholders are eligible to vote on the adoption of the 2025 Plan.

The purpose of the 2025 Plan is to provide certain directors, officers, and key employees of, and certain other persons who provide services to, the Corporation and any subsidiaries of the Corporation with an opportunity to purchase Common Shares of the Corporation and benefit from any appreciation in the value of the Corporation's Common Shares. This will provide an increased incentive for these individuals to contribute to the future success and prosperity of the Corporation, thus enhancing the value of the Common Shares for the benefit of all the Shareholders and

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increasing the ability of the Corporation and its subsidiaries to attract and retain skilled and motivated individuals in the service of the Corporation.

The 2025 Plan provides for a floating maximum limit of 10% of the outstanding Common Shares. As at December 9, 2025, this represents 1,099,925 Common Shares which would be available under the 2025 Plan, of which none are currently issued and 1,099,925 would be reserved and available for issuance under the 2025 Plan.

Under the 2025 Plan, the option price must not be less than the closing price of the Common Shares listed on the CSE on the day immediately preceding the date of grant. An option must be exercised within a period of ten years from the date of granting. Within this ten year period, the Board may determine the limitation period during which an option may be exercised. Any amendment to the 2025 Plan requires the approval of the CSE and may require shareholder approval.

The material terms of the 2025 Plan are as follows:

The term of any options granted under the 2025 Plan will be fixed by the Board at the time such options are granted, provided that options will not be permitted to exceed a term of ten (10) years.
The exercise price of any options granted under the 2025 Plan will be determined by the Board, in its sole discretion, but shall not be less than the closing price of the Corporation’s Common Shares on the last trading day prior to the date on which the directors grant such options.
No vesting requirements will apply to options granted under the 2025 Plan except in respect of option grants to persons providing investor relations services with no more than 25% of the options granted vesting in any quarter and otherwise as may be imposed by the Board.
All options will be non-assignable and non-transferable.
No more than 5% of the issued Common Shares may be granted to any one individual in any 12-month period; and no more than 2% of the issued Common Shares may be granted to a consultant, or an employee performing investor relations activities, in any 12-month period.
If the option holder ceases to be a director or officer of the Corporation or ceases to be employed by the Corporation (other than by reason of death or disability), as the case may be, then the options granted shall expire on no later than twelve (12) months following the date that the option holder ceases to be a director or officer or ceases to be employed by the Corporation, subject to the terms and conditions set out in the 2025 Plan.
If the option holder dies or is terminated for a permanent disability, the options granted may be exercised for a period of twelve (12) months following the date of death or date of termination, as the case may be.
Disinterested shareholder approval must be obtained for (i) any reduction in the exercise price of an outstanding option or the extension of any stock option grants granted to individuals that are insiders at the time of the proposed amendment; (ii) any grant of options to insiders, within a 12-month period, exceeding 10% of the Corporation’s issued Common Shares; and (iii) any grant of options to any one individual, within a 12-month period, exceeding 5% of the Corporation’s issued Common Shares.
Options will be reclassified in the event of any consolidation, subdivision, conversion, or exchange of the Corporation’s Common Shares.
The automatic extension of the expiry date of an option for a period of ten (10) business days following the expiry of a blackout period without shareholder approval where the option expires during a blackout period. Any option that has an expiry date that occurs within ten (10) Business Days from the end of a Blackout Period shall not be extended and shall expire if unexercised by the original expiry date.

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If the 2025 Plan is adopted, it will supersede and replace the 2013 Plan. Pursuant to Policy 6 of the Canadian Securities Exchange, the Corporation is required to seek shareholder approval to the 2025 Plan not later than three years from the date the shareholders approve the resolution adopting the 2025 Plan.

It is proposed that shareholders approve the following ordinary resolution:

BE IT RESOLVED THAT:

the Corporation’s 2025 Stock Option Plan, a copy of which is annexed to the Circular as Schedule “C”, is hereby approved;
the Corporation will seek shareholder approval of the 2025 Stock Option Plan no later than January 23, 2029; and
any one director or officer of the Corporation be and he is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution.”

Management urges shareholders to approve the adoption of the 2025 Plan.

OTHER MATTERS

Management of the Corporation is not aware of any other matter to come before the meeting other than as set forth in the notice of meeting. If any other matter properly comes before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation’s audited financial statements and related Management’s Discussion and Analysis for its most recently completed eight financial years (collectively, the “Annual Financial Statements and MD&A”), which are filed on SEDAR+.

Additional information relating to the Corporation is on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Corporation at 3A – 709 Twelfth Street, New Westminster, British Columbia V3M 4J7, Tel: (604)521-7390 to request copies of the Annual Financial Statements and MD&A.

DATED this 9th day of December, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF AMERICAN CRITICAL ELEMENTS INC.

“Ken. Ralfs”
Ken Ralfs
Chief Executive Officer

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

Purpose of the Audit Committee

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Corporation is to assist the Board in fulfilling its responsibility for the oversight of the financial reporting process. The purpose of this Charter is to ensure that the Corporation maintains a strong, effective and independent audit committee, to enhance the quality of financial disclosure made by the Corporation and to foster increased investor confidence in both the Corporation and Canada’s capital markets. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the Corporation’s Management to ensure that the independent auditors serve the interests of shareholders rather than the interests of Management of the Corporation. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will review financial reports or other financial information provided by the Corporation to regulatory authorities and shareholders and review the integrity, adequacy and timeliness of the financial reporting and disclosure practices of the Corporation. The Committee will monitor the independence and performance of the Corporation’s independent auditors.

Composition and Procedures of the Audit Committee

The Committee shall consist of at least three (3) directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. While the Board may recommend a Chairman for the Committee, the Committee shall have the discretion to appoint the Chairman from amongst its members. The Committee shall establish procedures for quorum, notice and timing of meetings subject to the proviso that a quorum shall be no less than two (2) Committee members. Meetings shall be held no less regularly than once per quarter to review the audited financial statements and interim financial statements of the Corporation. At least one (1) member of the Committee shall be independent and the Board and the Committee shall endeavor to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members’ independent judgment. At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Corporation. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Specific duties and responsibilities of the Audit Committee

(1) The Committee shall recommend to the Board:

(a) the external auditors to be nominated for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attest services for the Corporation; and

(b) the compensation of the external auditors.

(2) The Committee shall be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management and the external auditors regarding financial reporting.

(3) The Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditors.

(4) The Committee satisfies the pre-approval requirement in subsection (3) if:

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(a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiary entities to the Corporation’s external auditors during the fiscal year in which the services are provided;

(b) the Corporation or the subsidiary entity of the Corporation, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

(c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.

(5) (a) The Committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection (3).

(b) The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (5)(a) must be presented to the Committee at its first scheduled meeting following such pre-approval.

(6) The Committee satisfies the pre-approval requirement in subsection (3) if it adopts specific policies and procedures for the engagement of the non-audit services, if:

(a) the pre-approval policies and procedures are detailed as to the particular service;

(b) the Committee is informed of each non-audit service; and

(7) The Committee shall review the Corporation’s financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.

(8) The Committee must be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in subsection (7), and must periodically assess the adequacy of those procedures.

(9) The Committee must establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

(10) The Committee must review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

(11) The Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

(b) to set and pay the compensation for any advisors employed by the Committee; and

(12) The Committee shall review with Management and independent auditors the quality and the appropriateness of the Corporation’s financial reporting and accounting policies, standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

(13) The Committee shall review the clarity of the financial statement presentation with a view to ensuring that the financial statements provide meaningful and readily understandable information to shareholders and the investing public.

(14) The Committee shall monitor the independence of the independent auditors and establish procedures for confirming annually the independence of the independent auditors and any relationships that may impact upon the objectivity and the independence of the external auditors.

(15) The Committee shall review with Management and the external auditors the audit plan for the year-end financial statements prior to the commencement of the year end audit.

(16) The Committee shall review the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

(17) The Committee shall review with Management and the external auditors significant related party transactions and potential conflicts of interest.

(18) The Committee shall review in consultation with the external auditors and Management the integrity of the Corporation’s financial reporting process and internal controls.

(19) The Committee shall meet with the external auditors in the absence of Management to discuss the audit process, any difficulties encountered, any restrictions on the scope of work or access to required information, any significant judgements made by Management and any disagreement among Management and the external auditors in the preparation of the financial statements and such other matters that may arise as a result of the audit or review by the external auditors.

(20) The Committee shall conduct or authorize any review or investigation and consider any matters of the Corporation the Committee believes is within the scope of its responsibilities and shall establish procedures for such review or investigation as may be required.

(21) The Committee shall make recommendations to the Board with respect to changes or improvements to financial or accounting practices, policies and principles and changes to this Charter.

Schedule “B”

to Information Circular of American Critical Elements Inc. dated December 9, 2025

Reporting Package respecting Change of Auditor pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)

1) Notice of Change of Auditors dated August 8, 2024
2) Acceptance of Notice by New Auditors
3) Acceptance of Notice by Former Auditors

AMERICAN CRITICAL ELEMENTS INC.

TO: Ontario Securities Commission
British Columbia Securities Commission

AND TO: WASSERMAN RAMSAY CHARTERED PROFESSIONAL ACCOUNTANTS
CHARTERED PROFESSIONAL ACCOUNTANTS
("WRCPA")

AND TO: SATURNA GROUP Chartered Professional Accountants LLP ("Saturna")

RE: Notice of Change of Auditor pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102")

Pursuant to Section 4.11(7) of NI 51-102, AMERICAN CRITICAL ELEMENTS INC. (the "Issuer") hereby gives notice of the change of its auditor from WRCPA to Saturna. In accordance with NI 51-102, the Issuer hereby states that:

WRCPA has resigned as auditors of the Issuer, at the request of the Issuer, effective August 8, 2024;
the resignation of WRCPA and the appointment of Saturna as the Issuer's auditor have been considered and approved by the Issuer's Audit Committee and the Issuer's Board of Directors;
there were no reservations in WRCPA's reports for the two most recently completed fiscal years of the Issuer, nor for any subsequent period; and
there have been no "reportable events" within the meaning assigned under subsection 4.11(1) of NI 51-102.

DATED the 8th day of August, 2024.

BY ORDER OF THE BOARD OF DIRECTORS
OF AMERICAN CRITICAL ELEMENTS INC.

"Ken Ralfs"
Ken Ralfs
CEO and Director

SATURNAGROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Suite 1605, 1166 Alberni Street Vancouver, BC Canada V6E 3Z3

August 8, 2024

British Columbia Securities Commission
Ontario Securities Commission
Canadian Securities Exchange

Dear Sirs/Mesdames:

Re: American Critical Elements Inc. (the "Company")

We have read the statements made by the Company in the Notice of Change of Auditor (the "Notice") dated August 8, 2024. We agree with the statements in the Notice with the exception of the statement of no reportable events as defined in National Instrument 51-102, for which we have no basis to agree or disagree.

Yours truly,

SATURNA GROUP LLP

SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Wasserman Ramsay

3601 Hwy 7 East, Suite 1003, Markham, Ontario L3R 0M3

Tel. (905) 948-8637 Fax (905) 948-8638

email: [email protected]

Chartered Professional Accountants

August 8, 2024

Ontario Securities Commission
British Columbia Securities Commission

Dear Sirs/Mesdames

Re: American Critical Elements Inc. - Notice of Change of Auditor

As required by Section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations, we have reviewed the information contained in the Company’s Notice of Change of Auditor dated August 8, 2024 (the “Notice”). Based on our knowledge as of the date of this letter, we agree with each statement in the Notice as it pertains to Wasserman Ramsay, CPA’s.

Yours truly

Wasserman Ramsay

Chartered Professional Accountants
Licenced Public Accountants

Schedule "C"

American Critical Elements Inc.

Proposed 2025 Incentive Stock Option Plan

AMERICAN CRITICAL ELEMENTS INC.
2025 INCENTIVE STOCK OPTION PLAN

PURPOSE: The purpose of this 2025 Incentive Stock Option Plan (the “Plan”) is to encourage common stock ownership in American Critical Elements Inc. (the “Company”) by directors, officers, employees (including part time employees employed by the Company for less than twenty (20) hours per week (an “Employee”)) and consultants (including consultants whose services are contracted through a company) of the Company or any Affiliate, as that term is defined in relevant securities legislation, of the Company (a “Consultant”) or by a personal holding company of any such officer, director or employee that is wholly-owned by such individual or by registered retirement savings plans or tax free saving accounts established by any such officer, director or employee (hereinafter referred to as “Optionee” or “Optionees”) who are primarily responsible for the management and profitable growth of its business and to advance the interests of the Company by providing additional incentive for superior performance by such persons and to enable the Company to attract and retain valued directors, officers, consultants and employees by granting options (the “Options” or “Option”) to purchase common shares of the Company on the terms and conditions set forth in this Plan and any Stock Option Agreements entered into between the Company and the Optionees in accordance with the Plan. Any Options granted to a personal holding company shall be cancelled immediately upon any change in control of such personal holding company, save and except in the event of the death of the principal of such personal holding company, in which case, subject to the terms of the Stock Option Agreement, the provisions of subparagraph 5(f)(iii) shall apply.
ADMINISTRATION: The Plan shall be administered by the Board of Directors from time to time of the Company (the “Administrator”). No member of the Board of Directors shall by virtue of such appointment be disentitled or ineligible to receive Options. The Administrator shall have full authority to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management, and the decision of the Administrator shall be binding and conclusive. The decision of the Administrator shall be binding, provided that notwithstanding anything herein contained, the Administrator may from time to time delegate the authority vested in it under this clause to the President or Chief Executive Officer who shall thereupon exercise all of the powers herein given to the Administrator, subject to any express direction by resolution of the Board of Directors of the Company from time to time and further provided that a decision of the majority of persons comprising the Board of Directors in respect of any matter hereunder shall be binding and conclusive for all purposes and upon all persons. The senior officers of the Company are authorized and directed to do all things and execute and deliver all instruments, undertakings and applications as they in their absolute discretion consider necessary for the implementation of the Plan.
NUMBER OF SHARES SUBJECT TO OPTIONS: The Board of Directors of the Company will make available that number of common shares for the purpose of the Plan that it

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considers appropriate except that the number of common shares that may be issued pursuant to the exercise of Options under the Plan, the exercise of options under the previous Stock Option Plan approved by shareholders on November 21, 2013 (the “2013 Plan”) and under any other stock options of the Company shall not exceed 10% of the common shares issued and outstanding (on a non-diluted basis) at any time and from time to time. In the event that Options granted under the Plan, and under any other stock options of the Company which may be in effect at a particular time, are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the common shares not purchased under such lapsed Options. All Options granted and outstanding under the 2013 Plan shall be deemed to have been granted under the Plan.

PARTICIPATION: Options shall be granted under the Plan only to Optionees as shall be designated from time to time by the Administrator and shall be subject to the approval of such regulatory authorities as the Administrator shall designate, which shall also determine the number of shares subject to such Option. Optionees who are consultants of the Company or an Affiliate of the Company must either perform services for the Company on an ongoing basis or provide, or be expected to provide, a service of value to the Company or to an Affiliate of the Company. The Company and the Optionee are responsible for ensuring and confirming that the Optionee is a bona fide Employee or Consultant, as applicable, and that no Option shall be granted to any Optionee who is not a bona fide Employee or Consultant.
TERMS AND CONDITIONS OF OPTIONS: The terms and conditions of each Option granted under the Plan shall be set forth in written Stock Option Agreements between the Company and the Optionee. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Administrator:

(a) Number of Shares subject to Option to any one Optionee: The number of shares subject to an Option shall be determined from time to time by the Administrator; but no one Optionee shall be granted an Option which when aggregated with any other options or common shares allotted to such Optionee under the Plan exceeds 5% of the issued and outstanding common shares of the Company (on a non-diluted basis), the total number of Options granted to any one Optionee in any 12 month period shall not exceed 5% of the issued and outstanding common shares of the Company (on a non-diluted basis), the total number of Options granted or issued to Insiders (as that term is defined in the TSX Venture Exchange (“TSXV”) Policies (“Insiders”)) (as group) in any 12 month period shall not exceed 10% of the issued and outstanding common shares of the Company (on a non-diluted basis), calculated as at the date any Options are granted or issued to any Insiders, the total number of Options granted or issued to Insiders (as a group) shall not exceed 10% of the issued and outstanding common shares of the Company (on a non-diluted basis) at any point in time, the total number of Options granted to any one consultant in any 12 month period shall not exceed 2% of the issued and outstanding common shares of the Company (on a non-diluted basis), and the total number of Options granted to all persons, including employees, providing investor relations activities to the Company in any 12 month period shall not exceed 2% of the issued and outstanding common shares of the Company (on a non-diluted basis) and the Option Price per common share shall be determined in accordance with subparagraph (b) below. Options granted to persons providing investor relations activities must vest over a period of not less than twelve (12) months with no more than 25% of the Options vesting in any quarter.

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(b) Option Price: The Option Price of any common shares in respect of which Options may be granted under the Plan shall not be less than the closing price of the Company’s common shares, on the principal exchange on which the common shares of the Company are listed, on the last trading day prior to the date of grant of the Options or in accordance with the pricing rules of any stock exchange on which the common shares of the Company may trade in the future or, where no specific rules apply with respect to price, the fair market value of the common share at the time the Options are granted.

The Company must obtain disinterested Shareholder approval (exclusive of any votes of Insiders and Associates and Affiliates (as those terms are defined in the TSXV Policies) of such Insiders) of any decrease in the exercise price of or extensions to any stock options granted to individuals that are Insiders at the time of the proposed amendment.

(c) Payment: The full purchase price of shares purchased under the Option shall be paid in cash upon the exercise thereof. A holder of an Option shall have none of the rights of a stockholder until the shares are issued to him. All common shares issued pursuant to the exercise of Options granted or deemed to be granted under the Plan, will be so issued as fully paid and non-assessable common shares. No Optionee or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares subject to an Option under this Plan, unless and until certificates for such common shares are issued to him or them under the terms of the Plan.

(d) Term of Options: Options may be granted under this Plan exercisable over a period not exceeding ten (10) years. Each Option shall be subject to earlier termination as provided in subparagraph (f) below and paragraphs 7 and 8.

(e) Exercise of Options: The exercise of any Option will be contingent upon receipt by the Company at its head office of a written notice of exercise, specifying the number of common shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such common shares with respect to which the Option is exercised. An Option may be exercised in full or in part during any year of the term of the Option as provided in the written Stock Option Agreement; provided however that except as expressly otherwise provided herein or as provided in any valid Stock Option Agreement approved by the Administrator, no Option may be exercised unless that Optionee is then a director, officer, consultant and/or in the employ of the Company. This Plan shall not confer upon the Optionee any right with respect to continuance as a director, officer, employee or consultant of the Company or of any affiliate of the Company.

(f) Termination of Options: Any Option granted pursuant hereto, to the extent not

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validly exercised, and save as expressly otherwise provided herein and subject to the provisions of paragraphs 7, 8, and 12, will terminate on the earlier of the following dates:

(i) the date of expiration specified in the Stock Option Agreement, being not more than ten (10) years after the date the Option was granted;

(ii) the date of termination of the Optionee's employment or upon ceasing to be a director and/or officer of the Company or up to a period not exceeding twelve (12) months thereafter for any cause other than by retirement, permanent disability or death;

(iii) one (1) year after the date of the Optionee’s death during which period the Option may be exercised only by the Optionee's legal representative or the person or persons to whom the deceased Optionee's rights under the Option shall pass by will or the applicable laws of descent and distribution, and only to the extent the Optionee would have been entitled to exercise it at the time of his death if the employment of the Optionee had been terminated by the Company on such date;

(iv) twelve (12) months after termination of the Optionee's employment by permanent disability or retirement under any Retirement Plan of the Company during which twelve (12) month period the Optionee may exercise the Option to the extent he was entitled to exercise it at the time of such termination provided that if the Optionee shall die within such twelve (12) month period, then such right shall be extended to one (1) year following the death of the Optionee and shall be exercisable only by the persons described in subparagraph (f)(iii) hereof and only to the extent therein set forth.

(g) Non-transferability of Options: No Option shall be transferable or assignable by the Optionee other than by will or the laws of descent and distribution and shall be exercisable during his lifetime only by him.

(h) Applicable Laws or Regulations: The Company's obligation to sell and deliver stock under each Option is subject to such compliance by the Company and any Optionee as the Company deems necessary or advisable with all laws, rules and regulations of Canada and the United States of America and any Provinces and/or States thereof applying to the authorization, issuance, listing or sale of securities and is also subject to the acceptance for listing of the common shares which may be issued in exercise thereof by each stock exchange upon which shares of the Company are listed for trading.

(i) Vesting: Options granted pursuant hereto may vest over any period determined by the Administrator in its sole discretion (subject to the provisions of paragraph 5(a)).

ADJUSTMENT IN EVENT OF CHANGE IN STOCK: Each Option shall contain uniform provisions in such form as may be approved by the Administrator to appropriately adjust

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the number and kind of shares covered by the Option and the exercise price of shares subject to the Option in the event of a declaration of stock dividends, or stock subdivisions or consolidations or reconstruction or reorganization or recapitalization of the Company or other relevant changes in the Company's capitalization (other than issuance of additional shares) to prevent substantial dilution or enlargement of the rights granted to the Optionee by such Option. Any adjustments, other than in connection with a stock subdivision or consolidation, shall be subject to the prior acceptance of the principal exchange on which the common shares of the Company are listed, including adjustments relating to an amalgamation, merger, arrangement, reorganization spin-off, dividend or recapitalization. The number of common shares available for Options, the common shares subject to any Option, and the Option Price thereof shall be adjusted appropriately by the Administrator and such adjustment shall be effective and binding for all purposes of the Plan.

ACCELERATION OF EXPIRY DATES: Upon the announcement or contemplation of any event, including a reorganization, acquisition, amalgamation or merger (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and one or more of its affiliates (as such term is defined in the Securities Act (Ontario)), with respect to which all or substantially all of the persons who were the beneficial owners of the common shares, immediately prior to such reorganization, amalgamation, merger or plan of arrangement do not, following such reorganization, amalgamation, merger or plan of arrangement, beneficially own, directly or indirectly more than 50% of the resulting voting shares on a fully-diluted basis (for greater certainty, this shall not include a public offering or private placement out of treasury) or the sale to a person other than an affiliate of the Company of all or substantially all of the Company's assets (collectively, a "Change of Control"), the Company shall have the discretion, without the need for the agreement of any Optionee, to accelerate the Expiry Dates and/or any applicable vesting provisions of all Options, as it shall see fit. The Company may accelerate one or more Optionee's Expiry Dates and/or vesting requirements without accelerating the Expiry Dates and/or vesting requirements of all Options and may accelerate the Expiry Date and/or vesting requirements of only a portion of an Optionee's Options. An acceleration of the Expiry Date of persons providing investor relations activities shall remain subject to the provisions of paragraph 5 (a).
AMALGAMATION, CONSOLIDATION OR MERGER: In the event that the Company is a consenting party to a Change of Control, outstanding Options shall be subject to the agreement effecting such Change of Control and Optionees shall be bound by such Change of Control agreement. Such agreement, without the Optionees' consent, may provide for:

(a) the continuation of such outstanding Options by the Company (if the Company is the surviving or acquiring corporation);
(b) the assumption of the Plan and such outstanding Options by the surviving entity; or
(c) the substitution or replacement by the surviving or acquiring corporation or its parent of options with substantially the same terms for such outstanding Options.

The Company may provide in any agreement with respect to any such Change of Control that the surviving, new or acquiring corporation shall grant options to the Optionees to acquire shares in

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such corporation or its parent with respect to which the excess of the fair market value of the shares of such corporation immediately after the consummation of such Change of Control over the exercise price therefore shall not be less than the excess of the value of the common shares over the Exercise Price of the Options immediately prior to the consummation of such Change of Control.

APPROVALS: The obligation of the Company to issue and deliver the common shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Company. If any common shares cannot be issued to any Optionee for whatever reason, the obligation of the Company to issue such common shares shall terminate and any Option exercise price paid to the Company will be returned to the Optionee.
STOCK EXCHANGE RULES: The rules of any stock exchange upon which the Company’s common shares are listed shall be applicable relative to Options granted to Optionees.
AMENDMENT AND DISCONTINUANCE OF PLAN: Subject to regulatory approval, the Board of Directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time provided however that no such right may, without the consent of the Optionee, in any manner adversely affect the rights of the Optionee under any Option thereto granted under the Plan.
EXTENSION OF EXPIRY DATE DURING BLACKOUT PERIOD: The expiry date of an Option will be extended automatically without shareholder approval where such expiry date occurs within a Blackout Period and the new expiry date shall be the 10th Business Day following the end of the relevant Blackout Period. For greater clarity, any Option that has an expiry date that occurs within ten (10) Business Days from the end of a Blackout Period shall not be extended and shall expire if unexercised by the original expiry date. For the purposes of the Plan “Business Day” means any day other than a Saturday, Sunday or a day that is treated as a holiday at the Company’s principal executive offices in Toronto, Ontario, Canada. For the purposes of the Plan “Blackout Period” means any period during which a policy of the Company prevents Optionees of the Company from trading in securities of the Company, including the exercise of the Options. The Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information. The Blackout Period must expire upon the general disclosure of the undisclosed Material Information or upon such Material Information ceasing to be material or applicable.
EFFECTIVE DATE AND DURATION OF PLAN: The Plan shall remain in full force and effect from the date of shareholder approval hereof and from year to year thereafter until amended or terminated in accordance with Paragraph 11 hereof and for so long thereafter as Options remain outstanding in favour of any Optionee.
REPLACEMENT OF PREVIOUS PLAN: This Plan replaces and supersedes the 2013 Plan.

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Schedule "D"

American Critical Elements Inc.

Black-line of the Changes to the 2013 Plan.

RAZORE ROCK RESOURCESAMERICAN CRITICAL ELEMENTS INC.

2025NEW INCENTIVE STOCK OPTION PLAN

1. PURPOSE: The purpose of this New2025 Incentive Stock Option Plan (the "Plan") is to encourage common stock ownership in Razore—Rock Resources American Critical Elements Inc. (the "Company") by directors, officers, employees (including part time employees employed by the Company for less than twenty (20) hours per weeksweek (an "Employee") and consultants (including individualsconsultants whose services are contracted through a personal-holding company that is wholly-owned by such individual) of the Company or any Affiliate, as that term is defined in relevant securities legislation, of the Company (a "Consultant") or by a personal holding company of any such officer, director or employee that is wholly-owned by such individual or by registered retirement savings plans or tax free savingsaving accounts established by any such officer, director or employee (hereinafter referred to as "Optionee" or "Optionees") who are primarily responsible for the management and profitable growth of its business and to advance the interests of the Company by providing additional incentive for superior performance by such persons and to enable the Company to attract and retain valued directors, officers, consultants and employees by granting options (the "Options" or "Option") to purchase common shares of the Company on the terms and conditions set forth in this Plan and any Stock Option Agreements entered into between the Company and the Optionees in accordance with the Plan. Any Options granted to a personal holding company shall be cancelled immediately upon any change in control of such personal holding company, save and except in the event of the death of the principal of such personal holding company, in which case, subject to the terms of the Stock Option Agreement, the provisions of Subsectionsubparagraph 5(f)(iii) shall apply.
ADMINISTRATION: The Plan shall be administered by the Board of Directors from time to time of the Company (the "Administrator"). No member of the Board of Directors shall by virtue of such appointment be disentitled or ineligible to receive Options. The Administrator shall have full authority to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management, and the decision of the Administrator shall be binding and conclusive. The decision of the Administrator shall be binding, provided that notwithstanding anything herein contained, the Administrator may from time to time delegate the authority vested in it under this clause to the President or Chief Executive Officer who shall thereupon exercise all of the powers herein given to the Administrator, subject to any express direction by resolution of the Board of Directors of the Company from time to time and further provided that a decision of the majority of persons comprising the Board of Directors in respect of any matter hereunder shall be binding and conclusive for all purposes and upon all persons. The senior officers of the Company are authorized and directed to do all things and execute and deliver all instruments, undertakings and applications as they in their absolute discretion consider necessary for the implementation of the Plan.

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NUMBER OF SHARES SUBJECT TO OPTIONS: The Board of Directors of the Company will make available that number of common shares for the purpose of the Plan that it considers appropriate except that the number of common shares that may be issued pursuant to the exercise of Options under the Plan, the exercise of options under the previous Stock Option Plan approved by shareholders on April 28 November 21, 20082013 (the “20082013 Plan”) and under any other stock options of the Company shall not exceed 10% of the common shares issued and outstanding (on a non-diluted basis) at any time and from time to time. In the event that Options granted under the Plan, and under any other stock options of the Company which may be in effect at a particular time, are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the common shares not purchased under such lapsed Options. All Options granted and outstanding under the 20082013 Plan (the “Prior Option”) shall be deemed to have been granted under the Plan. All Prior Options shall be amended to comply with the provisions of the Plan.
PARTICIPATION: Options shall be granted under the Plan only to Optionees as shall be designated from time to time by the Administrator and shall be subject to the approval of such regulatory authorities as the Administrator shall designate, which shall also determine the number of shares subject to such Option. Optionees who are consultants of the Company or an Affiliate of the Company must either perform services for the Company on an ongoing basis or provide, or be expected to provide, a service of value to the Company or to an Affiliate of the Company. The Company represents that no option and the Optionee are responsible for ensuring and confirming that the Optionee is a bona fide Employee or Consultant, as applicable, and that no Option shall be granted to any Employee or Consultant. Optionee who is not a bona fide Employee or Consultant.
TERMS AND CONDITIONS OF OPTIONS: The terms and conditions of each Option granted under the Plan shall be set forth in written Stock Option Agreements between the Company and the Optionee. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Administrator:

(a) Number of Shares subject to Option to any one Optionee: The number of shares subject to an Option shall be determined from time to time by the Administrator; but no one Optionee shall be granted an Option which when aggregated with any other options or common shares allotted to such Optionee under the Plan exceeds 5% of the issued and outstanding common shares of the Company (on a non-diluted basis), the total number of Options granted to any one Optionee in any 12 month period shall not exceed 5% of the issued and outstanding common shares of the Company (on a non-diluted basis), the total number of Options granted to all related persons as defined in National Instrument 45-106 (“Related Persons” or issued to Insiders (as that term is defined in the TSX Venture Exchange (“TSXV”) Policies (“Insiders”)) (as group) in any 12 month period shall not exceed 10% of the issued and outstanding common shares of the Company (on a non-diluted basis), calculated as at the date any Options are granted or issued to any Insiders, the total number of Options granted or issued to Insiders (as a group) shall not exceed 10% of the issued and outstanding common shares of the Company (on a non-diluted basis) at any point in time, the total number of Options granted to any one consultant in any 12 month period shall not exceed 2% of the issued and outstanding common shares of the Company (on a non-diluted basis), and the total number of Options granted to all persons, including employees, providing investor relations activities to the Company in any 12 month period shall not exceed 2% of the issued and

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outstanding common shares of the Company (on a non-diluted basis) and the Option Price per common share shall be determined in accordance with subsectionsubparagraph (b) below. Options granted to persons providing investor relations activities must vest over a period of not less than twelve (12) months with no more than 25% of the Options vesting in any quarter.

(b) Option Price: The Option Price of any common shares in respect of which Options may be granted under the Plan shall not be less than the closing price of the Company's common shares, on the principal exchange on which the common shares of the Company are listed, on the last trading day prior to the date of grant of the Options or in accordance with the pricing rules of any stock exchange on which the common shares of the Company may trade in the future or, where no specific rules apply with respect to price, the fair market value of the common share at the time the Options are granted.

In the resolution allocating any Option, the Administrator may determine that the date of grant aforesaid shall be a future date determined in the manner specified by such resolution. The Administrator may also determine that the Option Price per share may escalate at a specified rate dependent upon the year in which any Option to purchase common shares may be exercised by the Optionee. No options granted to Related Persons may be repriced without the approval of a majority of disinterested shareholders of the Company exclusive of any Related Persons.

(d) Term of Options: Options may be granted under this Plan exercisable over a period not exceeding ten (10) years subject to the provisions of Sections 7, 8 and 12. Each Option shall be subject to earlier termination as provided in subsectionsubparagraph (f) below and paragraphs 7 and 8.

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by the Administrator, no Option may be exercised unless that Optionee is then a director, officer, consultant and/or in the employ of the Company. This Plan shall not confer upon the Optionee any right with respect to continuance as a director, officer, employee or consultant of the Company or of any affiliate of the Company.

(f) Termination of Options: Any Option granted pursuant hereto, to the extent not validly exercised, and save as expressly otherwise provided herein and subject to the provisions of Sections paragraphs 7, 8, and 12, will terminate on the earlier of the following dates:

(i) the date of expiration specified in the Stock Option Agreement, being not more than ten (10) years after the date the Option was granted;

(ii) the date of termination of the Optionee’s Optionee’s employment or upon ceasing to be a director and/or officer of the Company or up to a period not exceeding sixtwelve (612) months thereafter for any cause other than by retirement, permanent disability or death;

(iii) one (1) year after the date of the Optionee’s death during which period the Option may be exercised only by the Optionee’s Optionee’s legal representative or the person or persons to whom the deceased Optionee’s Optionee’s rights under the Option shall pass by will or the applicable laws of descent and distribution, and only to the extent the Optionee would have been entitled to exercise it at the time of his death if the employment of the Optionee had been terminated by the Company on such date;

(iv) sixtwelve (612) months after termination of the Optionee’s Optionee’s employment by permanent disability or retirement under any Retirement Plan of the Company during which sixtwelve (612) month period the Optionee may exercise the Option to the extent he was entitled to exercise it at the time of such termination provided that if the Optionee shall die within such sixtwelve (612) month period, then such right shall be extended to one (1) year following the death of the Optionee and shall be exercisable only by the persons described in subsections subparagraph (f)(iii) hereof and only to the extent therein set forth.

(h) Applicable Laws or Regulations: The Company’s Company’s obligation to sell and deliver stock under each Option is subject to such compliance by the Company and any Optionee as the Company deems necessary or advisable with all laws, rules and regulations of Canada and the United States of America and any Provinces and/or States thereof applying to the authorization, issuance, listing or sale of securities and is also subject to the acceptance for listing of the common shares which may be issued in exercise thereof by each stock exchange upon which shares of the

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Company are listed for trading.

(i) Vesting: Options granted pursuant hereto may vest over any period determined by the Administrator in its sole discretion (subject to the provisions of paragraph 5(a)).

ADJUSTMENT IN EVENT OF CHANGE IN STOCK: Each Option shall contain uniform provisions in such form as may be approved by the Administrator to appropriately adjust the number and kind of shares covered by the Option and the exercise price of shares subject to the Option in the event of a declaration of stock dividends, or stock subdivisions or consolidations or reconstruction or reorganization or recapitalization of the Company or other relevant changes in the Company's Company's capitalization (other than issuance of additional shares) to prevent substantial dilution or enlargement of the rights granted to the Optionee by such Option. Any adjustments, other than in connection with a stock subdivision or consolidation, shall be subject to the prior acceptance of the principal exchange on which the common shares of the Company are listed, including adjustments relating to an amalgamation, merger, arrangement, reorganization spin-off, dividend or recapitalization. The number of common shares available for Options, the common shares subject to any Option, and the Option Price thereof shall be adjusted appropriately by the Administrator and such adjustment shall be effective and binding for all purposes of the Plan.
ACCELERATION OF EXPIRY DATES: Upon the announcement or contemplation of any event, including a reorganization, acquisition, amalgamation or merger (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and one or more of its affiliates (as such term is defined in the Securities Act (Ontario)), with respect to which all or substantially all of the persons who were the beneficial owners of the common shares, immediately prior to such reorganization, amalgamation, merger or plan of arrangement do not, following such reorganization, amalgamation, merger or plan of arrangement, beneficially own, directly or indirectly more than 50% of the resulting voting shares on a fully-diluted basis (for greater certainty, this shall not include a public offering or private placement out of treasury) or the sale to a person other than an affiliate of the Company of all or substantially all of the Company's assets (collectively, a "Change of Control"), the Company shall have the discretion, without the need for the agreement of any Optionee, to accelerate the Expiry Dates and/or any applicable vesting provisions of all Options, as it shall see fit. The Company may accelerate one or more Optionee's Expiry Dates and/or vesting requirements without accelerating the Expiry Dates and/or vesting requirements of all Options and may accelerate the Expiry Date and/or vesting requirements of only a portion of an Optionee's Options. An acceleration of the Expiry Date of persons providing investor relations activities shall remain subject to the provisions of paragraph 5 (a).
AMALGAMATION, CONSOLIDATION OR MERGER: In the event that the Company is a consenting party to a Change of Control, outstanding Options shall be subject to the agreement effecting such Change of Control and Optionees shall be bound by such Change of Control agreement. Such agreement, without the Optionees' consent, may provide for:

(a) the continuation of such outstanding Options by the Company (if the Company is the surviving or acquiring corporation);

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(b) the assumption of the Plan and such outstanding Options by the surviving entity; or
(c) the substitution or replacement by the surviving or acquiring corporation or its parent of options with substantially the same terms for such outstanding Options.

The Company may provide in any agreement with respect to any such Change of Control that the surviving, new or acquiring corporation shall grant options to the Optionees to acquire shares in such corporation or its parent with respect to which the excess of the fair market value of the shares of such corporation immediately after the consummation of such Change of Control over the exercise price therefore shall not be less than the excess of the value of the common shares over the Exercise Price of the Options immediately prior to the consummation of such Change of Control.

APPROVALS: The obligation of the Company to issue and deliver the common shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Company. If any common shares cannot be issued to any Optionee for whatever reason, the obligation of the Company to issue such common shares shall terminate and any Option exercise price paid to the Company will be returned to the Optionee.
STOCK EXCHANGE RULES: The rules of any stock exchange upon which the Company's common shares are listed shall be applicable relative to Options granted to Optionees.
AMENDMENT AND DISCONTINUANCE OF PLAN: Subject to regulatory approval, the Board of Directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time provided however that no such right may, without the consent of the Optionee, in any manner adversely affect the rights of the Optionee under any Option thereto granted under the Plan.
EXTENSION OF EXPIRY DATE DURING BLACKOUT PERIOD: The expiry date of an Option will be extended automatically without shareholder approval where such expiry date occurs within a Blackout Period or within ten (10) days from the end of a Blackout Period and the new expiry date shall be the 10th day Business Day following the end of the relevant Blackout Period (or if the 10th day following the end of the relevant Blackout Period is not a Business Day, on the first Business Day immediately following such day). For greater clarity, any Option that has an expiry date that occurs within ten (10) Business Days from the end of a Blackout Period shall not be extended and shall expire if unexercised by the original expiry date. For the purposes of the Plan "Business Day" means any day other than a Saturday, Sunday or a day that is treated as a holiday at the Corporation's Company's principal executive offices in Toronto, Ontario, Canada. For the purposes of the Plan "Blackout Period" means any period during which a policy of the Company prevents Optionees of the Company from trading in securities of the Company, including the exercise of the Options. The Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information. The Blackout Period must expire upon the general disclosure

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of the undisclosed Material Information or upon such Material Information ceasing to be material or applicable.

EFFECTIVE DATE AND DURATION OF PLAN: The Plan shall remain in full force and effect from the date of shareholder approval hereof and from year to year thereafter until amended or terminated in accordance with Section Paragraph 11 hereof and for so long thereafter as Options remain outstanding in favour of any Optionee.
REPLACEMENT OF PREVIOUS PLAN: The This Plan replaces and supersedes the 20082013 Plan approved by the shareholders of the Company on April 28, 2008.

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American Critical Elements Inc. — Proxy Solicitation & Information Statement 2026

46095_rns_2026-01-02_f1ebdee4-aa80-4fb9-8df7-02ca73d84116.pdf

How to Obtain Paper Copies of the Meeting Materials

RECORD DATE AND PROXY DELIVERY DATE

BY ORDER OF THE BOARD OF DIRECTORS OF AMERICAN CRITICAL ELEMENTS INC.

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

NON-REGISTERED HOLDERS

REVOCABILITY OF PROXY

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

STATEMENT OF EXECUTIVE COMPENSATION

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

STOCK OPTION PLAN

Adoption of 2025 Stock Option Plan

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

Estimated Incremental Payments on Change of Control and Termination Without Cause

Oversight and Description of Director and Named Executive Officer Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

MANAGEMENT CONTRACTS

INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

AUDIT COMMITTEE

THE AUDIT COMMITTEE’S CHARTER

COMPOSITION OF THE AUDIT COMMITTEE

RELEVANT EDUCATION AND EXPERIENCE

AUDIT COMMITTEE OVERSIGHT

RELIANCE ON CERTAIN EXEMPTIONS

PRE-APPROVAL POLICIES AND PROCEDURES

EXTERNAL AUDITORS SERVICE FEES (BY CATEGORY)

EXEMPTION IN SECTION 6.1 OF NI 52-110

CORPORATE GOVERNANCE DISCLOSURE

INDEPENDENCE OF MEMBERS OF BOARD

MANAGEMENT SUPERVISION BY BOARD

ROLE OF CHAIRMAN

MEETINGS OF THE BOARD

PARTICIPATION OF DIRECTORS IN OTHER REPORTING ISSUERS

ORIENTATION AND CONTINUING EDUCATION

ETHICAL BUSINESS CONDUCT

NOMINATION OF DIRECTORS

COMPENSATION OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER

BOARD COMMITTEES

ASSESSMENTS

NOMINATION OF DIRECTORS

EXPECTATIONS OF MANAGEMENT

FINANCIAL STATEMENTS

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

Director Biographies

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Disclosure

APPOINTMENT OF AUDITORS

ADOPTION OF THE 2025 STOCK OPTION PLAN

Chartered Professional Accountants

2025NEW INCENTIVE STOCK OPTION PLAN

More from American Critical Elements Inc.

American Critical Elements Inc. Proxy Solicitation & Information Statement 2026