AVANTI GOLD CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2025

AND

INFORMATION CIRCULAR

November 9, 2025

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this notice and information circular, you should immediately contact your advisor.

AVANTI GOLD CORP.
Suite 1100-1111 Melville Street
Vancouver, British Columbia, V6E 3V6

NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of shareholders of Avanti Gold Corp. (the "Company") will be held at Suite 1100- 1111 Melville Street Vancouver, British Columbia, V6E 3V6 on Tuesday, December 16th, 2025, at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

to receive the audited financial statements of the Company for the financial year ended April 30, 2025, and the accompanying report of the auditors;
to set the number of directors of the Company at Six (6);
to elect the Board of Directors of the Company for the ensuing year;
to appoint WDM Chartered Professional Accountants as the auditors of the Company for the financial year ending April 30, 2026 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending April 30, 2026;
to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

Accompanying this Notice of Meeting is a management information circular (the "Circular"), which provides additional information relating to the business to be conducted at the Meeting, a form of proxy (the "Proxy") or voting instruction form (the "VIF"), and a form whereby Shareholders may request that the Company's annual and/or interim financial statements and corresponding management's discussion and analysis be mailed to them.

The board of directors of the Company has fixed a record date as of the close of business on November 7, 2025 for purpose of determining the Shareholders of record that will be entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

Shareholders who wish to listen to the live webcast of the Meeting, rather than attend in person, are encouraged to vote in advance of the Meeting. Shareholders cannot vote their Common Shares (as defined below) at the Meeting if they are listening via the webcast. Please follow the below instructions to access the live webcast:

The link below is a registration link to be followed by a Zoom link on confirmation.

https://us02web.zoom.us/webinar/register/WN_4IDI5NSCSRWgl9avZCI1mg

Notice and Access

The Company is not using the notice-and-access procedures ("Notice and Access") under the Canadian Securities Administrators' National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the Circular for the Meeting to its Shareholders.

Proxies are being solicited by management of the Company. Registered Shareholders who are unable to be present in person at the Meeting are requested to date, complete and sign the enclosed Proxy and return it in the addressed envelope provided for that purpose (or use the communication means provided in the Proxy). To be valid, the completed Proxy must be deposited with the Company's transfer agent, Endeavor Trust Corporation (the "Transfer Agent") at the following address: Endeavor Trust Corporation, Proxy Department, 702-777 Hornby Street, Vancouver BC V6Z1S4 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. If you are a non-registered Shareholder and receive a VIF from the Transfer Agent, please complete and return the VIF in accordance with the instructions provided by the Transfer Agent. If you do not complete and return the VIF in accordance with such instructions, you may lose your right to vote at the Meeting.

If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting.

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

By Order of the Board of Directors of

AVANTI GOLD CORP.

"Sir Samuel Jonah"

Director and Chairman of the Board

The enclosed materials are being sent to both registered and non-registered Shareholders. If you are a non-registered Shareholder and the Company or its agents have sent these materials directly to you, your name and address and information about your holdings of common shares of the Company ("Common Shares"), have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your Common Shares on your behalf.

Avanti Gold Information Circular

AVANTI GOLD CORP.

INFORMATION CIRCULAR
information as at November 7, 2025 (except as otherwise indicated)

INTRODUCTION

This information circular (the "Information Circular") accompanies the notice of Annual General meeting (the "Meeting") of shareholders (the "Notice") of Avanti Gold Corp. (the "Company") and is furnished to shareholders (each, a "Shareholder") holding common shares (each, a "Share") of the Company in connection with the solicitation by the management of the Company of proxies to be voted at the Annual General meeting (the "Meeting") of the Shareholders to be held at 10:00 a.m. (Vancouver time) on Tuesday, December 16, 2025, at Suite 1100 - 1111 Melville Street, Vancouver, British Columbia, or at any adjournment or postponement thereof.

Shareholders who wish to listen to the live webcast of the Meeting, rather than attend in person, are encouraged to vote in advance of the Meeting. Shareholders cannot vote their Shares at the Meeting if they are listening via the webcast. Please follow the below instructions to register for the live webcast. Registration is open until the meeting time, a separate link will be emailed on confirmation of registration:

https://us02web.zoom.us/webinar/register/WN_4IDl5NSCSRWgl9avZCI1mg

Date and Currency

The date of this Information Circular is November 7, 2025. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers who are NOBOs (as defined below), and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of November 7, 2025 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the "Designated Persons") in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

The Shareholder may vote by mail, by telephone or via the Internet by following instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. The Chairman of the Meeting, in their sole discretion, may accept completed forms of proxy on the day of the Meeting or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder's attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder's attorney-in-fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space on the proxy. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations or other matters to come before the Meeting.

Avanti Gold Information Circular

In the case of abstentions from, or withholding of, the voting of the Shares of a Shareholder on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those Shareholders who do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided by a broker, then in almost all cases those Shares will not be registered in the Beneficial Shareholder's name on the records of the Company. Such Shares will more likely be registered under the names of the Beneficial Shareholder's broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting.

The Company does not have access to the names of all of Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. If Beneficial Shareholders receive the voting instruction forms from Broadridge, they are requested to complete and return the voting instruction forms to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge's dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting - the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the applicable Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his, her or its broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, a Beneficial Shareholder may request in writing that their or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his, her or its Shares.

Beneficial Shareholders consist of non-objecting beneficial owners (each, a "NOBO") and objecting beneficial owners (each, an "OBO"). A NOBO is a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") of the Canadian Securities Administrators. An OBO means a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under NI 54-101.

Avanti Gold Information Circular

The materials are being sent to both registered and non-registered owners of the Shares. If you are a Beneficial Shareholder and the Company or its agent has sent the materials directly to you, your name and address and information about your holdings of the Company's securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. The Company is sending proxy-related materials directly to NOBO holder of the Shares. By choosing to send the materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering the materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the proxy.

The Company is sending proxy-related materials directly to NOBOs of the Shares. The Company will not pay for the delivery of proxy-related materials to OBOs of the Shares under NI 54-101 and Form 54-101F7 – Request for Voting Instructions Made by Intermediary. The OBOs of the Shares will not receive the materials unless their intermediary assumes the costs of delivery.

All references to Shareholders in this Information Circular are to registered Shareholders, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value. As of the record date, determined by the board of directors of the Company (the "Board") to be the close of business on November 7, 2025 a total of 179,932,219 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only registered Shareholders as of the record date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended April 30, 2025, together with the auditor's report thereon, will be presented to the Shareholders at the Meeting. The Company's financial statements and management discussion and analysis are available on SEDAR+ at www.sedarplus.ca.

2. NUMBER OF DIRECTORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at six. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management recommends the approval of setting the number of directors of the Company at six.

3. ELECTION OF DIRECTORS

At present, the directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting, or until their successors are duly elected or appointed in accordance with the Company's articles of incorporation (as amended) or until such director's earlier death, resignation or removal.

Management of the Company proposes to nominate all of the current directors of the Company, as set out in the table below, for election by the Shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

Avanti Gold Information Circular

Name, Place of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Director Since	Number of Securities Owned(1)
Sir Samuel Jonah (3)
Accra, Ghana
Chairman of the Board, Director	Sir Samuel Jonah, an expert in the global mining sector, particularly in Africa, has extensive listed company experience, having served on the Boards of various public and private companies, including Ashanti Goldfields, Anglo Ashanti, Moto Gold Mines, Vodafone Group plc, the Global Advisory Council of the Bank of America Corporation and Standard Bank Group, Roscan Gold and a Non-Executive Director of Grit Real Estate Income Group Limited. He is currently the Chairman of Helios Towers, a leading independent telecoms infrastructure company focused on Africa and the Middle East.

Sir Jonah became the first Ghanaian to be knighted in the 21st century when he was presented with an honorary knighthood in recognition of his achievements as an African businessman, a leading business executive from the Commonwealth, and an international public figure. He was elected in 2018 as a foreign member of the United States National Academy of Engineering in recognition of his distinguished leadership and technical contributions to engineering and for advancing the mineral industry in Africa. | May 3, 2024 | 8,142,857 (5)
3,050,000 RSU’s (5)
4.5% undiluted |
| Mata Botima(2)(3)(4)
Sandton, South Africa
Director | Mr. Mata Botima is BHP Billiton’s former Country President (DRC), Mr. Botima is a high energy, self-motivated, seasoned, well-travelled and globally exposed Executive, Director and Business Strategist. A trained Metallurgical Engineer, he has more than 25 years’ experience in the natural resources industries, with a specific focus in developed and emerging markets across Sub-Saharan Africa.

Mr. Botima has held senior positions at Bateman Engineering, Mogale Alloys and Mintek, spanning from Business Development Executive, Production Manager and Senior R&D Engineer. He possesses valuable experience in metal and Ferro-alloys processing and production, (ranging from ferro-nickel, ferro-chrome, ferro-manganese, silicomanganese, aluminium, Magnesium), as well as in the various beneficiation processes for precious metals and base metals. | April 4, 2023 | Nil
250,000 Options
500,000 RSU’s |
| Jonathan Hill(2)(3)
Santa Catarina, Brazil
Director | Mr. Hill is the Founder and Principal Advisor at Exploration Outcomes Ltd, a Brazil based Exploration Advisory Enterprise which he founded in 2017.

Jonathan holds a BSc (Hons) Economic Geology from University of Cape Town, South Africa and a BAppSc. Applied Geology from the Queensland University of Technology, Australia and is a Fellow of the Australian Institute of Mining and Metallurgy. During a career spanning more than 35 years, Jonathan has held senior roles in exploration, project development and mining operations and has been directly involved in the discovery of several world-class gold and copper projects within both greenfield and brownfield arenas. Immediately prior to 2017, Jonathan held Greenfields Exploration Management roles at AngloGold Ashanti in Brazil 2008-2015 and Colombia 2016. | March 28, 2023 | Nil
250,000 Options
500,000 RSU’s |

Avanti Gold Information Circular

Name, Place of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Director Since	Number of Securities Owned(1)
Terry Holohan (2)(3)(4)
Pest, Hungary

Lead independent Director | Terry Holohan has over 40 years of international experience across major and entrepreneurial mining companies, including Anglo American Platinum, BHP, Ivanhoe Mines, and Resolute Mining.

A Chartered Engineer with a BSc in Metallurgy, he has held senior technical and executive roles spanning exploration, feasibility, operations, and project turnarounds - most recently leading the successful transformation of the Syama gold mine in Mali as CEO of Resolute. | July 30, 2025, | 140,000
Shares
500,000 RSU’s
Under 1%
Undiluted |
| Martin Pawlitschek (3)(4)
Queensland, Australia

Director | Mr. Pawlitschek is an international mining professional with over 20 years experience, having held key management positions with a number of junior explorers, private equity investment funds, majors (BHP) and development companies.

Mr. Pawlitschek will be appointed as the Company’s CEO on December 15, 2025. | July 23, 2025 | Nil
2,000,000
Options
1,500,000
RSU’s |
| David Renner (2)(3)(4)
Accra, Ghana

Director | Mr. Renner is an international mining executive with over 30 years’ experience, holding senior leadership roles with multinational producers (AngloGold Ashanti, Ashanti Goldfields), junior explorers, and development companies across Africa.

He has been a Co-founder and director of multiple resource exploration ventures focused on gold, iron ore, and critical minerals in Africa, with additional experience in strategic project evaluation and execution. | August 13, 2025 | Nil
500,000 RSU’s |

(1) Information has been furnished by the respective nominees individually.
(2) Member of the Audit Committee.
(3) Member of the Compensation, Governance and Nomination Committee
(4) Member of the Technical and Operations Committee
(5) 7,142,857 Shares held in the name of Engao Investment Ltd., a Company held by Sam Jonah

It is the responsibility of the Insiders (as defined below, including the directors and officers of the Company) to file in a timely fashion all of their transactions on www.sedi.ca, which the Company has relied on for the information contained in this Information Circular.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Persons intend to exercise discretionary authority to vote the Shares represented by proxies for the election of any other persons as directors.

MANAGEMENT RECOMMENDS THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE AS A DIRECTOR OF THE COMPANY.

Orders

To the best of management's knowledge, no proposed director of the Company (nor any personal holding company of any of such person) is, or within the ten years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company (including the Company) that:

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

(b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, 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 and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

To the best of management's knowledge, no proposed director of the Company (nor any personal holding company of any of such person): (a) is, or within ten years before the date of this Information Circular, has been, a director or an executive officer of any company (including the Company) that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 (b) 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.

Penalties and Sanctions

To the best of management's knowledge, no proposed director of the Company (nor any personal holding company of any of such person) has been subject to: (a) 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 (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

4. APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to pass an ordinary resolution to appoint WDM Chartered Professional Accountants, as auditors of the Company for the financial year ending April 30, 2026, and to authorize the directors of the Company to fix the remuneration to be to be paid to the auditors for the financial year ending April 30, 2026. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting. WDM Chartered Professional Accountants, were appointed as the auditors of the Company on July 9, 2019.

Management recommends that Shareholders vote for the appointment of WDM Chartered Professional Accountants as the Company's auditors for the Company's financial year ending April 30, 2026 and the authorization of the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending April 30, 2026.

Avanti Gold Information Circular

5. OTHER MATTERS

The management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice. 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.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company’s executive compensation objectives and processes and decisions relating to its Named Executive Officers (as defined below) are administered by the Board.

The Board administers all decisions in respect of the compensation matters relating to the Company’s executive officers, employees and directors, including the “Named Executive Officers” who are identified under the section “Named Executive Officers” and in the “Summary Compensation Table”, below.

The Board establishes compensation policies and guidelines for supervisory management and personnel, corporate benefits, bonuses and other incentives, reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation; officer and director compensation (other than the Chief Executive Officer); the review of executive compensation disclosure; succession plans for officers and for key employees; and material changes and trends in human resources policy, procedure, compensation and benefits.

Named Executive Officers

The Chief Executive Officer and Chief Financial Officer and the three most highly compensated executive officers of the Company, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation exceeds $150,000 per annum for the financial year ended April 30, 2025, are the “Named Executive Officers” or “NEOs”. For the financial year ended April 30, 2025, the NEOs of the Company were Ian McLean who resigned on July 30, 2025 and Natalie Davies who resigned on September 30, 2025.

Elements of Compensation

The Company’s executive compensation program includes the option for base salary, annual cash bonuses and long-term Share-based incentives comprised of options (“Options”), restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”). A significant portion of executive compensation is provided in variable performance-based compensation.

	COMPONENT	FORM	OBJECTIVE	TIMING
Fixed Compensation	Salary	Monthly Cash	Compensate based on job requirements, market factors, experience and execution of responsibilities	One year
Variable Compensation	Omnibus Incentive Plan	Stock Options, RSU’s DSU’s and PUS’s	Align compensation with long-term corporate performance and Shareholder interests	Board’s discretion

Each component of the executive compensation program has a separate objective, and together they offer a balanced approach. Base salary provides secure fixed compensation necessary to attract and retain executive talent. The incentive plan encourages Shareholder value creation over a longer horizon. The design or value of one element of the compensation program would not

Avanti Gold Information Circular

be altered without considering the impact on: each of the other elements, total compensation, and the proportion of fixed and at-risk pay.

Salary

The objective of base salary compensation is to reward and retain Named Executive Officers. In setting base salaries, consideration is given to such factors as level of responsibility, experience, expertise and the amount of time devoted to the affairs of the Company, Subjective factors such as leadership, commitment and attitude are also considered. Base salaries are intended to be market-competitive in order to attract and retain talent. This is the only element of the Company's executive compensation plan that is not considered to be at-risk. Salaries are reviewed each year for market competitiveness.

The Omnibus Equity Incentive Plan (the "2022 Omnibus Plan"), as approved by Shareholders at an annual general and special meeting of Shareholders held on November 4, 2024, provides flexibility to the Company to grant equity-based incentive awards in the form of Options, RSUs, PSUs and DSUs. The 2022 Omnibus Plan will next need to be approved by Shareholders by November 4, 2027. The purpose of the 2022 Omnibus Plan is to, among other things, provide the Company with a Share related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and its subsidiaries, to reward such of those directors, officers, employees and consultants as may be granted awards under the 2022 Omnibus Plan by the Board from time to time for their contributions toward the long-term goals and success of the Company and to enable and encourage such directors, officers, employees and consultants to acquire Shares as long-term investments and proprietary interests in the Company.

Key Terms of the Omnibus Equity Incentive Plan

Shares Subject to the 2022 Omnibus Plan

The 2022 Omnibus Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Shares), provides that the aggregate maximum number of Shares that may be issued upon the exercise or settlement of awards granted under the 2022 Omnibus Plan shall not exceed 20% of the Company's issued and outstanding Shares from time to time. The 2022 Omnibus Plan is considered an "evergreen" plan, since the Shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the 2022 Omnibus Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.

Administration of the 2022 Omnibus Plan

The 2022 Omnibus Plan Administrator (as defined in the 2022 Omnibus Plan) is determined by the Board, and is initially the Board. The 2022 Omnibus Plan may in the future continue to be administered by the Board itself or delegated to a committee of the Board. The 2022 Omnibus Plan Administrator determines which directors, officers, consultants and employees are eligible to receive awards under the 2022 Omnibus Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to the Company, the number of Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any award, based on such factors as the 2022 Omnibus Plan Administrator may determine.

In addition, the 2022 Omnibus Plan Administrator interprets the 2022 Omnibus Plan and may adopt guidelines and other rules and regulations relating to the 2022 Omnibus Plan, and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the 2022 Omnibus Plan.

Eligibility

All directors, officers, employees and consultants are eligible to participate in the 2022 Omnibus Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the 2022 Omnibus Plan will be determined in the sole and absolute discretion of the 2022 Omnibus Plan Administrator.

Types of Awards

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Awards of Options, RSUs, PSUs and DSUs may be made under the 2022 Omnibus Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the 2022 Omnibus Plan Administrator, in its sole discretion, subject to such limitations provided in the 2022 Omnibus Plan, and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the 2022 Omnibus Plan and in accordance with applicable law, the 2022 Omnibus Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Shares issued pursuant to awards.

Options

An Option entitles a holder thereof to purchase a prescribed number of treasury Shares at an exercise price set at the time of the grant. The 2022 Omnibus Plan Administrator will establish the exercise price at the time each Option is granted, which exercise price must in all cases be the greater of the closing market price of the Shares on: (i) the trading day prior to the date of grant; and (ii) the date of grant, and as otherwise required pursuant to the policies of the any stock exchange on which the Shares are listed (the "Market Price"), unless otherwise permitted by applicable securities laws or the policies of a stock exchange on which the Shares are listed. Subject to any accelerated termination as set forth in the 2022 Omnibus Plan, each Option expires on its respective expiry date, provided such expiry date does not exceed ten years. The 2022 Omnibus Plan Administrator will have the authority to determine the vesting terms applicable to grants of Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the 2022 Omnibus Plan Administrator or as otherwise set forth in any written employment agreement, award agreement or other written agreement between the Company or a subsidiary of the Company and the participant. The 2022 Omnibus Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable. The 2022 Omnibus Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in the 2022 Omnibus Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the 2022 Omnibus Plan Administrator at the time of granting an Option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price. Subject to the policies of any stock exchange on which the Shares are listed, a participant may, in lieu of exercising an Option pursuant to an exercise notice, elect to surrender such Option to the Company (a "Cashless Exercise") in consideration for an amount from the Company equal to (i) the Market Price of the Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less (ii) the aggregate exercise price of the Option (or portion thereof) surrendered relating to such Shares (the "In-the-Money Amount") by written notice to the Company indicating the number of Options such participant wishes to exercise using the Cashless Exercise, and such other information that the Company may require. Subject to the provisions of the 2022 Omnibus Plan and the policies of any stock exchange on which the Shares are listed, the Company will satisfy payment of the In-the-Money Amount by delivering to the participant such number of Shares having a fair market value equal to the In-the-Money Amount.

Restricted Share Units

An RSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or the value thereof) for each RSU after a specified vesting period. The 2022 Omnibus Plan Administrator may, from time to time, subject to the provisions of the 2022 Omnibus Plan and such other terms and conditions as the 2022 Omnibus Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "RSU Service Year").

The number of RSUs (including fractional RSUs) granted at any particular time under the 2022 Omnibus Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the 2022 Omnibus Plan Administrator, by (b) the greater of (i) the Market Price of a Share on the date of grant and (ii) such amount as determined by the 2022 Omnibus Plan Administrator in its sole discretion. The 2022 Omnibus Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the U.S. Internal Revenue Code, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of such holder but subject to the approval of the 2022 Omnibus Plan Administrator: (a) one fully paid and non-assessable Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Shares and cash. Any such cash payments made by the Company shall

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be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date. Subject to the provisions of the 2022 Omnibus Plan and except as otherwise provided in an award agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

Performance Share Units

A PSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company, which entitles the holder to receive one Share (or the value thereof) for each PSU after specific performance-based vesting criteria determined by the 2022 Omnibus Plan Administrator, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant's service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the 2022 Omnibus Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable award agreement. The 2022 Omnibus Plan Administrator may, from time to time, subject to the provisions of the 2022 Omnibus Plan and such other terms and conditions as the 2022 Omnibus Plan Administrator may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "PSU Service Year").

The 2022 Omnibus Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of such holder but subject to the approval of the 2022 Omnibus Plan Administrator: (a) one fully paid and non-assessable Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of Shares and cash. Any such cash payments made by the Company to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date. Subject to the provisions of the 2022 Omnibus Plan and except as otherwise provided in an award agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

Deferred Share Units

A DSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or, at the election of the holder and subject to the approval of the 2022 Omnibus Plan Administrator, the cash value thereof) for each DSU on a future date. The Board may fix from time to time a portion of the total compensation (including annual retainer) paid by the Company to a director in a calendar year for service on the Board (the "Director Fees") that are to be payable in the form of DSUs. In addition, each director is given, subject to the provisions of the 2022 Omnibus Plan, the right to elect to receive a portion of the cash Director Fees owing to them in the form of DSUs.

Except as otherwise determined by the 2022 Omnibus Plan Administrator or as set forth in the particular award agreement, DSUs shall vest immediately upon grant. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (a) the amount of Director Fees that are to be paid in DSUs, as determined by the 2022 Omnibus Plan Administrator, by (b) the Market Price of a Share on the date of grant. Upon settlement, holders will redeem each vested DSU for: (a) one fully paid and non-assessable Share issued from treasury in respect of each vested DSU, or (b) at the election of the holder and subject to the approval of the 2022 Omnibus Plan Administrator, a cash payment on the date of settlement. Any cash payments made under the 2022 Omnibus Plan by the Company to a participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

Dividend Equivalents

Except as otherwise determined by the 2022 Omnibus Plan Administrator or as set forth in the particular award agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant

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on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Black-out Periods

In the event an award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Company exists, the expiry of such award will be the date that is ten business days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

Term

While 2022 Omnibus Plan the does not stipulate a specific term for awards granted thereunder, as discussed below, awards may not expire beyond ten years from its date of grant, except where Shareholder approval is received or where an expiry date would have fallen within a blackout period of the Company. All awards must vest and settle in accordance with the provisions of the 2022 Omnibus Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

Termination of Employment or Services

The following table describes the impact of certain events upon the participants under the 2022 Omnibus Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant's applicable employment agreement, award agreement or other written agreement:

Event	Provisions
Termination for Cause/Resignation	Any Option or other award held by the participant that has not been exercised, surrendered or settled as of the Termination Date (as defined in the 2022 Omnibus Plan) shall be immediately forfeited and cancelled as of the Termination Date.
Termination without Cause	A portion of any unvested Options or other awards shall be immediately forfeited and cancelled as of the Termination Date. Any vested Options may be exercised by the participant at any time during the period that terminates on the earlier of: (a) the expiry date of such Option; and (b) the date that is 90 days after the Termination Date. If an Option remains unexercised upon the earlier of (a) or (b), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option, such award will be settled within 90 days after the Termination Date.
Disability	Any award held by the participant that has not vested as of the date of such participant's Termination Date shall be immediately forfeited and cancelled as of the Termination Date. Any vested Option may be exercised by the participant at any time until the expiry date of such Option. Any vested award other than an Option will be settled within 90 days after the Termination Date.
Death	Any award that is held by the participant that has not vested as of the date of the death of such participant shall be immediately forfeited and cancelled as of the Termination Date. Any vested Option may be exercised by the participant's beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (a) the expiry date of such Option, and (b) the first anniversary of the date of the death of such participant. If an Option remains unexercised upon the earlier of (a) or (b), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option, such award will be settled with the participant's beneficiary or legal representative (as applicable) within 90 days after the date of the participant's death.

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Retirement

Any (i) outstanding award that vests or becomes exercisable based solely on the participant remaining in the service of the Company or its subsidiary will become 100% vested, and (ii) outstanding award that vests based on the achievement of Performance Goals (as defined in the 2022 Omnibus Plan) that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such Performance Goals. Any vested Option may be exercised by the participant at any time during the period that terminates on the earlier of: (a) the expiry date of such Option; and (b) the third anniversary of the participant's date of retirement. If an Option remains unexercised upon the earlier of (a) or (b), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option that is described in (i), such award will be settled within 90 days after the participant's retirement. In the case of a vested award other than an Option that is described in (ii), such award will be settled at the same time the award would otherwise have been settled had the participant remained in active service with the Company or its subsidiary. Notwithstanding the foregoing, if, following his or her retirement, the participant commences (the “Commencement Date”) employment, consulting or acting as a director of the Company or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Company or any of its subsidiaries, any Option or other award held by the participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date.

Change in Control

Unless otherwise determined by the 2022 Omnibus Plan Administrator, if, as a result of a Change in Control (as defined below), the Shares will cease trading on the Canadian Securities Exchange, the Company may terminate all of the awards, other than an Option held by a participant that is a resident of Canada for the purposes of the Income Tax Act (Canada), granted under the 2022 Omnibus Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each award equal to the fair market value of the award held by such participant as determined by the 2022 Omnibus Plan Administrator, acting reasonably, provided that any vested awards granted to U.S. Taxpayers (as defined in the 2022 Omnibus Plan) will be settled within 90 days of the Change in Control.

Subject to certain exceptions, a "Change in Control" includes (a) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Shares, (b) the sale of all or substantially all of the Company's assets, (c) the dissolution or liquidation of the Company, (d) the acquisition of the Company via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, (e) individuals who comprise the Board at the last annual meeting of Shareholders (the "Incumbent Board") cease to constitute at least a majority of the Board, unless the election, or nomination for election by the Shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board, or (f) any other event which the Board determines to constitute a change in control of the Company.

Non-Transferability of Awards

Except as permitted by the 2022 Omnibus Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a participant, by will or as required by law, no assignment or transfer of awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding award pass to a beneficiary or legal representative upon the death of a participant, the period in which such award can be exercised by such beneficiary or legal representative shall not exceed one year from the participant's death.

Amendments to the 2022 Omnibus Plan

The 2022 Omnibus Plan Administrator may also from time to time, without notice and without approval of the holders of voting Shares, amend, modify, change, suspend or terminate the 2022 Omnibus Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification, change,

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suspension or termination of the 2022 Omnibus Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the 2022 Omnibus Plan without the consent of such participant, unless the 2022 Omnibus Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. Taxpayer to be subject to the income inclusion under Section 409A of the United States Internal Revenue Code, as amended, shall be null and void ab initio.

Notwithstanding the above, and subject to the rules of any applicable stock exchange, the approval of Shareholders is required to effect any of the following amendments to the 2022 Omnibus Plan:

increasing the number of Shares reserved for issuance under the 2022 Omnibus Plan, except pursuant to the provisions in the 2022 Omnibus Plan which permit the 2022 Omnibus Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
reducing the exercise price of an Option award except pursuant to the provisions in the 2022 Omnibus Plan which permit the 2022 Omnibus Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
extending the term of an Option award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the participant or within ten business days following the expiry of such a blackout period);
permitting an Option award to be exercisable beyond ten years from its date of grant (except where an expiry date would have fallen within a blackout period);
changing the eligible participants; and
deleting or otherwise limiting the amendments that require approval of the Shareholders.

Except for the items listed above, amendments to the 2022 Omnibus Plan will not require Shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of an award, (b) amending the provisions for early termination of awards in connection with a termination of employment or service, (c) adding covenants of the Company for the protection of the participants, (d) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Summary Compensation Table

The following table sets forth all annual and long term compensation for the two most recently completed financial years for services in all capacities to the Company and its subsidiaries, if any, in respect of individual(s) who were acting as, or were acting in a capacity similar to, a chief executive officer or chief financial officer and the three most highly compensated individuals whose total compensation exceeded $150,000 per annum (the "Named Executive Officers").

Name and Position	Year Ended	Salary, Consulting Fee, Retainer or Commission ($)	Share Based Awards(2,7) ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Ian MacClean(3)	2025	258,833	104,654	Nil	Nil	Nil	363,487
Former CEO and Former Director	2024	41,667	Nil	Nil	Nil	Nil	41,667
Natalie Davies(4)	2025	30,000	Nil	Nil	Nil	Nil	30,000
Former CFO and Corporate Secretary	2024	17,500	Nil	Nil	Nil	Nil	17,500
Colin Porter(5)	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former Director and Former CEO	2024	181,711	Nil	Nil	Nil	Nil	181,711

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Name and Position	Year Ended	Salary, Consulting Fee, Retainer or Commission ($)	Share Based Awards^{(2,7)} ($)	Committee or Meeting Fees ($)	Value of Perquisites^{(1)} ($)	Value of All Other Compensation ($)	Total Compensation ($)
Tammy Gillis^{(6)}
Former CFO	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	10,500	Nil	Nil	Nil	Nil	10,500

(1) "Perquisites" include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director's total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director's salary for the financial year if the NEO or director's total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director's total salary for the financial year is $500,000 or greater.

(2) "Share-Based Award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.

(3) Ian Maclean was appointed as the CEO on April 30, 2024 and resigned on July 30, 2025. He was appointed as a director on November 4, 2024 and resigned on July 30, 2025.

(4) Natalie Davies was appointed as CFO and Corporate Secretary on October 30, 2023 and resigned on September 30, 2025.

(5) Colin Porter was appointed a director of the Company on September 27, 2023 and CEO of the Company on May 1, 2023. He resigned as the CEO on May 7, 2024 and as a director on July 23, 2025.

(6) Tammy Gillis was appointed as CFO of the Company on April 30, 2021. Ms. Gillis resigned as CFO of the Company on September 28, 2023.

(7) On February 8, 2024, the Company granted a total of 1,735,000 Options to certain consultants pursuant to the 2022 Omnibus Plan. Such Options are exercisable into Shares at an exercise price of $0.22 per Share for a period of five years from the date of grant. The closing price of Shares on February 7, 2024 was $0.22. The Options vest 1/4 immediately and 1/4 bi-annually thereafter. All of the Options expire on February 8, 2029. The estimated fair value of the Options was $367,538 measured using the Black-Scholes Option Pricing Model with the following assumptions: Share price $0.22; exercise price - $0.22; expected life - 5 years; volatility - 183%; dividend yield - $0; and risk-free rate - $3.56%.

On March 20, 2023, the Company granted 4,100,000 Options to certain consultants of the Company. Each Option allows the holder to acquire one Share with an exercise price of $0.51 per Option and expires three years from the date of grant. The closing price of Shares on March 20, 2023 was $0.50. The Options vested as follows: 25% on the date of issuance, and 25% every six months thereafter. The estimated fair value of the Options was $1,822,782 measured using the Black-Scholes Option Pricing Model with the following assumptions: Share price $0.51; exercise price - $0.50; expected life - 3 years; volatility - 182%; dividend yield - $0; and risk-free rate - 3.18%.

On February 15, 2024, the Company issued a total of 2,600,000 RSUs to certain consultants of the Company in accordance with the 2022 Omnibus Plan and subject to the consultants' continued service with the Company. Once vested, each RSU represents the right to receive one Share or the equivalent cash value thereof at the Company's discretion. The closing price of Shares on February 15, 2024 was $0.16. The RSUs will vest in four equal instalments: 25% on February 8, 2024; 25% on August 8, 2024; 25% on February 8, 2025; and the remaining 25% on August 8, 2025.

On September 25, 2024, the Company has issued a total of 6,500,000 RSUs to certain consultants of the Company in accordance with the 2022 Omnibus Plan and subject to the consultants' continued service with the Company. Once vested, each RSU represents the right to receive one Share or the equivalent cash value thereof at the Company's discretion. The closing price of Shares on September 25, 2024 was $0.085. The RSUs will vest in three equal instalments: 33% immediately; 33% on March 25, 2025; and 33% on September 25, 2025.

The Company has subsequent to the year ended April 30, 2025 appointed Swapan Kakumanu as the Interim CEO on July 30, 2025 and as the CFO and Corporate Secretary on September 30, 2025.

External Management Companies

The Company has not engaged the services of an external management company to provide executive management services to the Company, directly or indirectly.

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Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Named Executive Officer of the Company as of the most recent financial year end, including awards granted before the most recently completed financial year being April 30, 2025

	Option-Based Awards				Share-Based Awards
Name and Title	Number of Securities Underlying Unexercised Options (#)(3)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-money Option ($)(1)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)(2)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)(2)
Ian MacClean(3) Former CEO and Former Director	Nil	Nil	Nil	Nil	1,333,333	46,667	93,333
Natalie Davies(4) Former CFO and Corporate Secretary	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Colin Porter(5) Former Director and Former CEO	500,000	0.51	20-Mar-2026	$0 (out of the money)	Nil	Nil	Nil
Tammy Gillis(6) Former CFO	17,143	10.15	27-May-2026	$0 (out of the money)	Nil	Nil	Nil

Notes:

(1) Calculated based on the difference between the closing price of $0.035 per Share on the CSE on April 30, 2025, the last day the Shares were traded before the year end, and the exercise price of the Option-based award, multiplied by the number of Shares available for the purchase under the Option-based award.

(2) Calculated based on the difference between the closing price of $0.035 per Share on the CSE on April 30, 2025, the last day the Shares were traded before the year end, and the exercise price of the Share-based award, multiplied by the number of Shares available for the purchase under the Share-based award.

(3) Ian MacClean resigned as a Director and the CEO on July 30, 2025.

(4) Natalie Davis resigned as the CFO on September 25, 2025.

(5) Colin Porter resigned as the CEO on April 30, 2024 and Director on July 23, 2025.

(6) Tammy Gillis resigned as the CFO on November 3, 2023.

As at the Date of this Circular Mr. Ian Maclean has no remaining RSU's or Options as all were exercised as per the terms of his resignation.

None of the awards have been transferred at other than fair market value.

Incentive Plan Awards - Value Vested or Earned During the Year

Pension Plan Benefits

The Company does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

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Termination and Change of Control Benefits.

The Company does not have in place any contract, agreement, plan or arrangement that provides for payments or benefits to the a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company, or a change in an NEOs responsibilities. The services of the Appointed CEO and CFO can be terminated at any time.

DIRECTOR COMPENSATION

The Company currently has six directors.

Members of the Board are not paid any compensation in their capacity as directors of the Company or its subsidiaries, in their capacity as members of a committee of the Board or of a committee of the board of directors of its subsidiaries, or as consultants or experts. Directors are granted Options pursuant to the 2022 Omnibus Plan from time to time.

Director Compensation Table

The following table sets forth all compensation provided to directors who are not also Named Executive Officers (the "Outside Directors") of the Company for the financial years ended April 30, 2024 and 2025.

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Option-Based Award (5) ($)	Share Based Awards(2) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Sir Samuel Jonah(1)	2025	Nil	Nil	Nil	Nil	39,245	Nil	39,245
Director and Chairman	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Mata Botima(2)	2025	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Director	2024	91,344	Nil	Nil	Nil	Nil	Nil	91,344
Jonathan Hill(3)	2025	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1) Sir Samuel Jonah was appointed as a director and Chairman on March 25, 2024
(2) Mata Botima was appointed on September 27, 2023
(3) Jonathan Hill was appointed on September 27, 2025
(4) "Share-Based Awards" have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.
(5) "Option-Based Award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Outside Director of the Company as of the most recent financial year end, including awards granted before the most recently completed financial year.

	Option-Based Awards	Share-Based Awards

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Name and Title	Number of Securities Underlying Unexercised Options (#)(3)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-money Option ($)(1)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)(2)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)(2)
Sir Samuel Jonah(1)
Director and Chairman	750,000	0.51	20-Mar-2026	$0 (out of the money)	500,000	17,500	35,000
Mata Botima(2)
Director	250,000	0.51	20-Mar-2026	$0 (out of the money)	Nil	Nil	Nil
Jonathan Hill(3)
Director	250,000	0.51	20-Mar-2026	$0 (out of the money)	Nil	Nil	Nil

Notes:
(1) Calculated based on the difference between the closing price of $0.035 per Share on the CSE on April 30, 2025, the last day the Shares were traded before the year end, and the exercise price of the Option-based award, multiplied by the number of Shares available for the purchase under the Option-based award.
(2) Calculated based on the difference between the closing price of $0.035 per Share on the CSE on April 30, 2025, the last day the Shares were traded before the year end, and the exercise price of the Share-based award, multiplied by the number of Shares available for the purchase under the Share-based award.
(3) The option amounts are on a pre-consolidation basis. See "Corporate Governance — Board of Directors".

None of the awards disclosed in the table above have been transferred at other than fair market value.

Exercise of Compensation Securities by Directors and NEOs

The following table sets forth details of all awards exercised by Directors and NEOs during the most recently completed financial year.

Name and Title	Type of Compensation Security	Number of Underlying Securities Exercised	Exercise Price per Security ($)	Date of Exercise	Closing Price per Security on Date of Exercise ($)	Difference Between Exercise Price and Closing Price on Date of Exercise ($)	Total Value on Exercise Date ($)
Sir Samuel Jonah
Director and Chairman	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Mata Botima
Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Jonathan Hill
Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ian MacClean
Former CEO and
Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Natalie Davies
Former CFO and
Corporate Secretary	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Colin Porter	Nil	Nil	Nil	Nil	Nil	Nil	Nil

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Former Director and Former CEO
Tammy Gillis
Former CFO	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Narrative Discussion

For information regarding the 2022 Omnibus Plan please see “Statement of Executive Compensation – Key Terms of the Omnibus Equity Incentive Plan”.

OTHER COMPENSATION

Other than as set forth herein, the Company did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed financial year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

MANAGEMENT CONTRACTS

During the most recently completed financial year, no management functions of the Company were to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Company.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Company or its subsidiaries nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Company or its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Company except as disclosed in the audited financial statements.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Company is not aware of any material interests, direct or indirect, by way of beneficial ownership or otherwise, of any informed person (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) of the Company or proposed nominee for election as a director or any associate or affiliate of any of the foregoing in any transaction since the beginning of the preceding financial year or any proposed or ongoing transaction of the Company which has or will materially affect the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth herein, the Company is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Company’s last financial year, proposed nominee for election as a director or any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting, other than the election of directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The 2022 Omnibus Plan reserves for issuance, in the aggregate, a maximum of 20% of the Company’s issued and outstanding Shares from time to time. The 2022 Omnibus Plan is a ‘rolling’ plan which reserves for issuance an aggregate maximum of 20% of the issued and outstanding Shares.

As at November 7, 2025, the Company had granted 12,231,807 Options and 20,943,416 RSU’s.

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The following table sets forth securities of the Company that are authorized for issuance under equity compensation plans as at the date of the Information Circular, being November 7, 2025.

Plan Category	Number of Shares to be issued upon exercise of outstanding Options (1)	Weighted-average exercise price of outstanding Options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the second column (a)) (2)
Equity compensation plans approved by Shareholders	12,231,807 Options
20,943,416 RSU’s	0.61	2,811,220 Incentive Grants
Equity compensation plans not approved by Shareholders	Nil	Nil	Nil
Total		0.61

(1) The Company does not have any warrants or rights outstanding under any equity compensation plans.

At the date of this Circular, the Compensation Committee along with the Board of Directors, have reviewed the current Omnibus Incentive Plan, ("Plan") and are evaluating if any changes need to be made. In evaluating potential changes, the Board of Directors will take into account market practices and benchmarks from comparable companies. The Board believes that it is appropriate to refine the current plan in this manner which would be in the best interests of the Company and its Shareholders.

AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52-110 Audit Committees ("NI 52-110"), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter (the "Audit Committee Charter"), information regarding composition of the audit committee, and information regarding fees paid to its external auditor. The Company provides the following disclosure with respect to its audit committee (the "Audit Committee"):

The Audit Committee Charter

The full text of the Company's audit committee charter (the "Audit Committee Charter") is attached as Schedule "A" to this Information Circular.

Composition of the Audit Committee

The Company's Audit Committee is comprised of four directors consisting of Terry Holohan- Chairman, David Renner, Mata Botima and Jonathan Hill. As defined in NI 52-110, all current members are considered independent. All of the Audit Committee members are "financially literate", as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for the review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

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Relevant Education and Experience

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member.

Terry Holohan- Chairman

Mr. Holohan is a seasoned mining executive with over 40 years of experience in the mining industry, including more than 30 years of operating across Africa. He brings extensive leadership expertise, having served as CEO in multiple organizations over the past decade. Mr. Holohan also possesses strong technical acumen, having played a key role in the design, commissioning, and operation of numerous mining projects. Most recently, he served as Managing Director of Resolute Mining Limited, where he led the funding and optimization of the company's flagship asset. During his tenure, he also managed Resolute's strategic investment in Loncor Resources Inc., including conducting site visits to its flagship project in the Democratic Republic of Congo.

David Renner

David holds an MSc in Geotechnical Engineering, a mining executive with over 30 years of international experience in the mining sector including operations leadership, management and project development for major multinational mining companies as well as junior mining companies. David has significant experience and a proven track record in strategy formulation and execution, corporate governance and ESG integration and significant experience in several geographical locations within Africa. David is also a non executive director of Kambale Graphite Ltd a 100% subsidiary of ASX-listed Castle Minerals Ltd.

Mata Botima

Mr. Mata Botima is BHP Billiton's former Country President (DRC), Mr. Botima is a high energy, self-motivated, seasoned, well-travelled and globally exposed Executive, Director and Business Strategist. A trained Metallurgical Engineer, he has more than 25 years' experience in the natural resources industries, with a specific focus in developed and emerging markets across Sub-Saharan Africa.

Specializing in project identification, evaluation, strategy development and implementation as well as plant operation management, his previous positions include being an Executive Director of Blackstone Resources responsible for the natural resource's strategy development, and he also led SAF Energy, an electricity generation and transmission entity purposed with supplying electricity to Cabinda in Angola. He was also a Chief Strategist at Syntech, an innovative technology company where he was responsible for the company's growth strategy. He is currently an independent Consultant to Compagnie Minière de Tondo where he is driving the development of a Tier One copper cobalt deposit.

Jonathan Hill

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copper projects within both greenfield and brownfield arenas. Immediately prior to 2017, Jonathan held Greenfields Exploration Management roles at AngloGold Ashanti in Brazil 2008-2015 and Colombia 2016.

Exploration Outcomes provides specialist technical support and advisory services to several listed exploration and mining companies including Jaguar Mining Inc (TSX-JAG) and Sanatana Resources (TSX-V:STA). Jonathan is a non-executive director and Chairman of Royal Road Minerals (TSX-V:RYR) and holds non-executive director positions at Lavras Gold (TSX.V: LGC OTCQB: LGCFF), Lode Gold (CVE: LOD) and Spark Energy Minerals (CNSX: SPRK):

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5) or Part 8 of NI 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Member) and 6.1.1(6) (Death, Incapacity or Resignation) provide exemptions from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Part 8 (Exemptions) permits a company to apply to a security's regulatory authority or regulator for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Company's external auditor in the last two financial years, by category, are as follows:

Year Ended April 30	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2025	$69,000	Nil	$4,400	$6,000
2024	$62,000	Nil	$4,200	Nil

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Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, proposed nominee for election to the Board, or associate of such persons is, or at any time since the beginning of the Company's most recently completed financial year has been, indebted to the Company or any of its subsidiaries.

No indebtedness of current or former director, executive officer, proposed nominee for election to the Board, or associate of such person 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 Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both, carrying more than 10% of the voting rights attached to the Shares outstanding (an "Insider"); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

MANAGEMENT CONTRACTS

Except as described below and elsewhere in this Information Circular, no management functions of the Company or its subsidiaries are to any substantial degree performed by a person or company other than the directors or NEOs of the Company.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices ("58-101"), the Company is required to disclose its corporate governance practices as follows:

Board of Directors

The Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board.

Mata Botima, Terry Holohan, David Renner, Martin Pawlitscheck and Jonathan Hill are "independent" in that they are independent and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with the best interests of the Company, other than the interests and relationships arising from being Shareholders. Sir Samuel Jonah is not independent as he is the Chairman of the Board.

Directorships

Certain directors of the Company are currently also directors of other reporting issuers, as described in the table below:

Name of Director of the Company	Names of Other Reporting Issuers	Securities Exchange
Jonathan Hill	Lavras Gold Corp.	TSXV

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Name of Director of the Company	Names of Other Reporting Issuers	Securities Exchange
	Royal Road Minerals Limited	TSXV
	Spark Energy Minerals Inc.	CSE
	Lode Gold Resources Inc	CVE
Martin Pawlitschek	Sanu Gold Corp	CSE
	Serra Energy Metals Corp.	CSE
David Renner	Castle Minerals Ltd	ASX

CORPORATE GOVERNANCE DISCLOSURE

A. GENERAL

Corporate governance refers to the policies and structure of the board of directors of a corporation, whose members are elected by and are accountable to the Shareholders. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of Shareholders and help to contribute to effective and efficient decision-making.

The Board believes that good corporate governance improves corporate performance and benefits all Shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201 - Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented NI 58-101, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

B. BOARD MANDATE

The Board has adopted the Board Mandate, a copy of which is attached hereto as Schedule "B". Pursuant to the Board Mandate, the role of the Board is to oversee the business of the Company, to select and provide guidance to the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer and other officers, set the strategic direction, and to ensure corporate continuity. The Board fulfills its roles directly, through its committees, and via instructions to management. At all times, the Board acts with a view towards the best interests of the Company and of its Shareholders.

C. COMPENSATION, GOVERNANCE AND NOMINATIONS COMMITTEE

The directors of the Company established a Compensation, Corporate Governance and Nominations Committee to assist the directors in fulfilling their oversight responsibilities with respect to, among other things: (a) developing governance guidelines and principles for the Company; (b) identifying individuals qualified to be nominated as directors of the Company; (c) assist the Board in discharging its responsibilities relating to compensation of the Company's executive officers; (d) evaluating the structure and composition of the committees of the directors of the Company; and (e) evaluating the performance and effectiveness of the Board.

The Compensation, Governance and Nominations Committee is comprised of Sir Samuel Jonah (Chair), Jonathan Hill, Martin Pawlitscheck, David Renner and Terry Holohan. For the purposes of NI 58-101, all the directors noted are independent with the exception of Sir Samuel Jonah.

The Compensation, Corporate Governance and Nominations Committee is mandated to conduct the following with respect to corporate governance:

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(a) develop the approach of the Company to matters of corporate governance and make recommendations to the Board with respect to all such matters;

(b) prepare and recommend to the Board a set of governance principles applicable to the Company and to be included in the Company's public disclosure material;

(c) keep abreast of best corporate governance practices and make recommendations to the Board on the need, where appropriate, for Board participation in continuing education programmes;

(d) review from time to time the structure, composition and size of the Board, with a view to determining the impact of the number of Board members upon its effectiveness and report thereon to the Board;

(e) develop and recommend to the Board criteria for the selection of candidates to serve on the Board;

(f) identify and evaluate nominees and recommend to the Board such nominees for election to the Board at the annual general meeting of Shareholders;

(g) assist the Board in its obligation to identify a successor to the Chairperson and Chief Executive Officer of the Company;

(h) consider the mandates of the Board committees, selection, composition and rotation of committee members and the chair and make recommendations to the Board with respect to same;

(i) develop and facilitate an orientation programme for new members of the Board to ensure their understanding of the Company and the business environment and market in which the Company operates. Such programme will include the provision of background material, meetings with senior management and visits to the Company's facilities and will seek to provide the new director with:

(i) an overview of the Company (ownership, powers, rules, regulations and company law, Board structure, membership and processes);

(ii) an overview of the business (business processes, corporate strategies, organisation, management and people);

(iii) an overview of the financials (annual and quarterly accounts, directors' reports, key financial indicators and financial performance of the business); and

(iv) an understanding of what is expected from the director on appointment (discussions with the chair with regards to the role, why nominated, potential contributions, particular knowledge and the like).

D. TECHNICAL AND OPERATIONS COMMITTEE

The Company has established a Technical and Operations Committee ("Operation Committee") primarily to provide strategic oversight, guidance, and recommendations on the overall operations of the business, without managing day-to-day activities. Its main purpose is to bridge the gap between high-level strategy set by the Board and the on-the-ground execution, ensuring operational efficiency and alignment with long-term goals.

Key Purposes

Strategic Oversight: The Operation Committee oversees operations from a distance, allowing it to compare performance across different business segments, identify areas for improvement, and formulate long-term policy decisions.
Advisory Role: It provides expert advice and recommendations to the CEO and the Board on operational matters, including financial performance, technology, safety protocols, and equipment needs.

Implementation & Execution: While it does not direct daily tasks, it is responsible for ensuring that strategic decisions made by the Board are effectively planned, monitored, and implemented by management and operations teams.
Risk Management: The committee reviews and monitors operational risks, such as supply chain disruptions, business continuity issues, and compliance with regulations (e.g., environmental, safety), and develops mitigation strategies.
Coordination and Communication: It helps coordinate multidisciplinary teams, breaking down departmental silos and facilitating communication across different functional areas to ensure a unified approach to achieving objectives.
Performance Evaluation: Committee members analyze reports, key performance indicators (KPIs), and research materials from senior management to evaluate performance against targets and recommend adjustments.
Periodically assess the capability of the Company, either through management, other Company personnel, or contractors, to oversee and address technical matters arising from the Company's exploration, development, permitting, construction and operational activities;

Members of the Technical and Operations Committee are David Renner (Chair), Martin Pawlitscheck, Terry Holohan and Mohamed Cisse.

E. POSITION DESCRIPTIONS

The Board has not developed a written position description for the CEO, the Chairman of the Board and the chairs of each of the committees of the Board. Given the size of the Company, the Board does not feel that it is necessary at this time to formalize such position descriptions. Guidance is generally provided through reference to industry norms, past practice and relying upon the provisions of the constating documents of the Company and the statutory and common law. The CEO is principally responsible for overseeing the operations and affairs of the Company, including strategic organizational and financial management, business development, regulatory compliance, and clinical development. The Chairman of the Board is principally responsible for overseeing the operations and affairs of the Board. With respect to the chairs of each of the committees of the Board, it is currently the Board's view that the general mandates of committees on which such directors may sit are sufficient to delineate the role and responsibilities of the chair of each committee. The chair of each Board committee is required to ensure the committee meets regularly and performs the duties as set forth in the committee mandate, and reports to the Board on the activities of the committee.

Orientation and Continuing Education

The Company currently does not have a formal orientation or continuing education program. The Compensation, Governance and Nominations Committee with the assistance of the Chief Executive Officer and the Chief Financial Officer are responsible for providing an orientation and education program for new directors of the Company. When a person joins the Board, he or she will be given the opportunity to become familiar with the Company by meeting with the other directors of the Company and with the officers and representatives of the Company. As each director has a different skill set and professional background, orientation and training activities will be tailored to the particular needs and experience of the individual director.

Ethical Business Conduct

The directors of the Company have established a Code of Business Conduct and Ethics (the "Ethics Code"), a copy of which may be requested from the Company. The Ethics Code provides a set of ethical standards by which each director, officer, employee, consultant and contractor of the Company is expected to conduct their business and, for each officer and employee of the Company, constitutes conditions of employment and, for each consultant and contractor,

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constitutes conditions of providing services to the Company. The Ethics Code is intended to give an overview of the Company's expectations for its directors, officers, employees, consultants and contractors and is supplemented by any other applicable policies adopted by the Company.

The directors of the Company expect all directors, officers and employees of the Company to act honestly and ethically at all times and to adhere to the Ethics Code. The directors of the Company may permit a waiver of the Ethics Code for any director or executive officer of the Company. However, any such waiver will be promptly disclosed to the extent required by applicable law or stock exchange rules and regulations.

The Ethics Code sets out that all directors, officers, employees, contractors and consultants of the Company, in discharging their duties, must comply with: the laws, rules and regulations of the jurisdiction in which the Company is conducting business activities; the Ethics Code; and all corporate policies, including, without limitation, the Corporate Disclosure Policy.

All directors, officers, employees, contractors and consultants are required to provide an annual certification to the Company confirming compliance with all laws, rules and regulations of the location in which the Company is performing business activities, as well as compliance with all applicable policies of the Company. The Chief Executive Officer of the Company is responsible for ensuring that all annual certifications are obtained and for providing confirmation to the directors of the Company that such certifications have been obtained and summarizing the results thereof.

The Chief Executive Officer of the Company is responsible for setting the ethical tone for the Company and its management, including (i) overseeing the administration and implementation of, and compliance with, the Company's policies and procedures; (ii) taking all reasonable steps to satisfy the directors of the Company as to the integrity of the Chief Executive Officer and other senior officers of the Company; (iii) taking all reasonable steps to satisfy the directors of the Company that the Chief Executive Officer and other senior officers of the Company create a culture of integrity throughout the organization; and (iv) fostering ethical and responsible decision making by management.

Compensation

See "Statement of Executive Compensation" above for information regarding compensation made to certain executives and to directors of the Company.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

Director Term Limits

The Company has not adopted term limits for directors on the Board. It is the Company's view that the membership of its Board, including the retirement of directors, is best assessed by the Board in consideration of a variety of factors, including individual director performance, the existing mix of skills and experience of the members of the Board. The Company believes that the implementation of term limits could require directors to retire, even when doing so would not be in the best interests of the Company, taking into account the overall composition of the Board and a particular director's skills and experience.

Gender Diversity

The Board of directors has not adopted a written policy relating to the gender diversity of its directors and executive officers. The Company values diversity of view, experience, skillset, gender and ethnicity as it believes this results in better leadership and decision making for its business. The Company does not have specific targets respecting representation on its Board or in executive officer positions based on any particular personal experience or characteristic, including gender. Instead, the Company focuses on choosing the most appropriate candidate for the position, having regard to the experience, skillset, gender, ethnicity and other personal characteristics of both the candidate and, as applicable, the Board and executive team as a whole. In conducting its search processes for Board and executive officer appointments, the Company will review the extent to which its current appointees reflect gender diversity, and in

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assessing the appropriateness of candidates for those appointments, will consider the desirability of an increased level of representation of females. The Company currently has no females serving on its Board or serving as an officer but is it open to and seeking to fill the positions should a candidate be made available.

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

Except as disclosed elsewhere in this Information Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, no proposed nominee for election as a director of the Company, nor any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

ADDITIONAL INFORMATION

Shareholders may contact the Company at its office by mail at Suite 1100-1111 Melville Street, Vancouver, British Columbia, V6E 3V6, to request copies of the Company's financial statements and related Management's Discussion and Analysis (the "MD&A"). Additional information relating to the Company is on SEDAR+ at Sedarplus.ca. Financial information is provided in the Company's audited financial statements and MD&A for the most recently completed financial year and in the financial statements and MD&A for subsequent financial periods, which are available on SEDAR+.

OTHER MATTERS

Other than the above, management of the Company know of no other matters to come before the Meeting other than those referred to in the Notice. If any other matters that are not currently known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the Designated Persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each Shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized, by the Board.

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

By Order of the Board of Directors of

AVANTI GOLD CORP.

"Swapan Kakumanu"

Swapan Kakumanu

Interim Chief Executive Officer

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SCHEDULE "A"

AUDIT COMMITTEE CHARTER OF AVANTI GOLD CORP. (THE "COMPANY")

MANDATE

The primary function of the Audit Committee (the "Committee") is to assist the board of directors of the Company (the "Board") in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.
Review and appraise the performance of the Company's external auditors.
Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board.

COMPOSITION

The Committee shall be comprised of three directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one 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. For the purposes of the Company's Charter, the definition of "financially literate" is 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 presumably be expected to be raised by the Company's financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

MEETINGS

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the CFO and the external auditors in separate sessions.

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

a. Review and update this Charter annually.
b. Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

a. Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.
b. Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.

Avanti Gold Information Circular

c. Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

d. Take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors.

e. Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

f. At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.

g. Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

h. Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

i. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee

3. Financial Reporting Processes

a. In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

b. Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

c. Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

d. Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

e. Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

f. Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

g. Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

h. Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

i. Review certification process.

j. Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

RISK MANAGEMENT

To review, at least annually, and more frequently if necessary, the Company's policies for risk assessment and risk management (the identification, monitoring, and mitigation of risks).
To inquire of management and the independent auditor about significant business, political, financial and control risks or exposure to such risk.
To request the external auditor's opinion of management's assessment of significant risks facing the Company and how effectively they are being managed or controlled.
To assess the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board.

OTHER

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Review any related-party transactions.

The Audit Committee's mandate and charter can be described as follows:

Each member of the Audit Committee shall be a member of the Board, in good standing, and the majority of the members of the audit committee shall be independent in order to serve on this committee.
At least one of the members of the Audit Committee shall be financially literate.
Review the Audit Committee's charter annually, reassess the adequacy of this charter, and recommend any proposed changes to the Board. Consider changes that are necessary as a result of new laws or regulations.
The Audit Committee shall meet at least four times per year, and each time the Company proposes to issue a press release with its quarterly or annual earnings information. These meetings may be combined with regularly scheduled meetings, or more frequently as circumstances may require. The Audit Committee may ask members of management or others to attend the meetings and provide pertinent information as necessary.
Conduct executive sessions with the outside auditors, outside counsel, and anyone else as desired by the committee.
The Audit Committee shall be authorized to hire outside counsel or other consultants as necessary (this may take place any time during the year).
Appoint the independent auditors to be engaged by the Company, establish the audit fees of the independent auditors, pre-approve any non-audit services provided by the independent auditors, including tax services, before the services are rendered. Review and evaluate the performance of the independent auditors and review the full board of directors any proposed discharge of the independent auditors.
Review with management the policies and procedures with respect to officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditor.
Consider, with management, the rationale for employing audit firms rather than the principal independent auditors.
Review with management and the independent auditors, all significant risks or exposures facing the Company; assess the steps the Management has taken or proposes to take to minimize such risks to the Company; and periodically review compliance with such steps.
Review with the independent auditor, the audit scope and plan of the independent auditors. Address the coordination of the audit efforts to assure the completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.
Inquire regarding the "quality of earnings" of the Company from a subjective as well as an objective standpoint.
Review with the independent accountants: (a) the adequacy of the Company's internal controls including computerized information systems controls and security; and (b) any related significant findings and recommendations of the independent auditors together with management's responses thereto.
Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any.
Review with management and the independent auditors, the interim annual financial report before it is filed with the regulatory authorities.
Review with each public accounting firm that performs an audit: (a) all critical accounting policies and practices used by the Company; and (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, the ramifications of each alternative and the treatment preferred by the Company.
Review all material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
Review with management and the independent auditors: (a) the Company's annual financial statements and related footnotes; (b) the independent auditors' audit of the financial statements and their report thereon; (c) the independent auditor's judgments about the quality, not just the acceptability, of the Company's accounting principles as applied in its financial reporting; (d) any significant changes required in the independent auditors' audit plan; and (e) any serious difficulties or disputes with management encountered during the audit.
Periodically review the Company's code of conduct to ensure that it is adequate and up-to-date.
Review the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters that may be submitted by any party internal or external to the organization. Review any complaints that might have been received, current status, and resolution if one has been reached.

Avanti Gold Information Circular

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Review procedures for the confidential, anonymous submission by employees of the organization of concerns regarding questionable accounting or auditing matters. Review any submissions that have been received, the current status, and resolution if one has been reached.
The Audit Committee will perform such other functions as assigned by law, the Company's charter or bylaws, or the board of directors.
The Audit Committee will evaluate the independent auditors.

Composition of the Audit Committee

The members of the audit committee are appointed by the Board of Directors and reviewed annually, the board ensures that all members are financially literate and that the majority are independent.

A member of the audit committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgement.

A member of the audit committee is considered 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 Company.

Avanti Gold Information Circular

SCHEDULE "B"
A VANTI
GOLD CORP

MANDATE OF THE BOARD OF DIRECTORS

PURPOSE

The board of directors (the "Board") of Avanti Gold Corp. (the "Company") has the responsibility for managing the business and affairs of the Company and, in doing so, must act honestly and in good faith with a view to the best interests of the Company. The Board's fundamental objectives are to enhance and preserve long-term shareholder value, ensuring that the Company meets its obligations on an ongoing basis, and that the Company operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate interests of its other stakeholders, such as employees, debtholders and the communities and environment in which it operates. In overseeing the conduct of the business, the Board, through the Chief Executive Officer, shall set the standards of conduct for the organization.

The Board's mandate includes setting long-term goals and objectives for the Company, formulating the plans and strategies necessary to achieve those objectives, and supervising senior management who are responsible for the implementation of the Board's objectives and day-to-day management of the Company. The Board retains a supervisory role and ultimate responsibility for all matters relating to the Company and its business.

The Board discharges its responsibilities both directly and through its committees, including the Audit Committee, the Nominating and Corporate Governance Committee ("Corporate Governance Committee") and the Compensation Committee. The Board may also appoint ad-hoc committees periodically to address issues of a more short-term nature.

BOARD ORGANIZATION AND COMPOSITION

Specific responsibilities of the Board include the following:

The Board takes into account recommendations of the Corporate Governance Committee, but retains responsibility for managing its own affairs by giving its approval of its composition and size, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and director compensation. When the Chair of the Board is not an independent director, the independent directors of the Board shall designate an independent director to be the lead director. The Board is responsible for determining the roles and responsibilities of the independent Chair or, if applicable, lead director. The Board shall annually evaluate the independence of the Chair or, if applicable, lead director.
Each director must be qualified to serve as a director pursuant to, and meet the requirements of, the Canada Business Corporations Act (the "Act"), all applicable securities laws and the rules, instruments, policies, regulations and guidelines of all applicable securities regulatory authorities, including without limitation the securities commissions in each of the provinces of Canada, and all stock exchange(s) on which the Company's securities are listed, (collectively, "Applicable Laws").
At least two of the members of the Board shall be independent pursuant to the Applicable Laws. The independent directors shall hold regularly scheduled meetings to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.
Nominees for directors are approved by the Board and elected annually at the Company's annual general meeting of shareholders. The Corporate Governance Committee selects, reviews and recommends to the Board candidates for director nominees. In selecting, reviewing, and accepting candidates for nomination as directors, the Board and the Corporate Governance Committee must consider and evaluate the composition of the Board as a whole, including considering and making a determination as to the independence of each director nominee under Applicable Laws.

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The Board shall hold meetings on at least a quarterly basis and may also hold additional meetings as considered necessary.

MANAGING THE AFFAIRS OF THE BOARD

Subject to the Company's constating documents and the Act, the Board may delegate to Board committees matters for which the Board is responsible, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems. The Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.
The Board is responsible for ensuring that measures are taken to orient new directors regarding the role of the Board, its committees and its directors and the nature and operation of the Company's business. The Board is also responsible for ensuring that measures are taken to provide continuing education for its directors to ensure that they maintain the skill and knowledge necessary to meet their obligations as directors.
The Board shall annually review the performance of the Board and its committees against their respective charters and mandates and disclose the process in public documents, as applicable. The Board shall also annually evaluate the performance of individual directors, the performance of the Chair and the performance of the lead director, if any.

MANAGEMENT

The Board is responsible for approving the appointment of the officers of the Company. The Board, together with the Chief Executive Officer of the Company, may develop a position description for the Chief Executive Officer and other executive officers, as desired.
The Board approves the compensation of officers and the Company's incentive compensation plans and equity-based plans. In doing so, the Board takes into account the advice and recommendations of the Compensation Committee.
The Board, from time to time, delegates to senior management the authority to enter into transactions, such as financial transactions, subject to specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business, are reviewed by and are subject to the prior approval of the Board.
The Board ensures that adequate plans are in place for management development and succession.
The Board assumes a more direct role in managing the business and affairs of the Company during any period of crisis or emergency.

STRATEGIC PLANNING

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the goals and objectives of the Company.
The Board is responsible for reviewing the business, financial and strategic plans by which it is proposed that the Company may reach its goals and objectives.
The Board is responsible for adopting processes for monitoring the Company's progress toward its strategic and operational goals and directing management in light of changing circumstances affecting the Company.
The Board is responsible for conducting periodic reviews of human, technological and capital resources required to implement the Company's objectives and the regulatory, cultural or governmental constraints on the business.

Avanti Gold Information Circular

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The Board is responsible for providing input to management on emerging trends and issues and on strategic plans, objectives and goals that management develops.
The Board will consider alternative strategies in response to possible change of control transactions or takeover bids with a view to maximizing value for shareholders and in a manner consistent with Applicable Laws.

MONITORING OF FINANCIAL PERFORMANCE AND OTHER FINANCIAL MATTERS

The Board is responsible for enhancing the alignment of expectations of shareholders and other stakeholders with Company plans and management performance.
Directly and through the Audit Committee, the Board assesses the integrity of internal control over financial reporting and management information systems.
The Board reviews and approves capital, operating and exploration and development expenditures including any budgets associated with such expenditures.
The Board is responsible for approving the annual audited financial statements and interim financial reports, and the notes thereto, and the Management's Discussion and Analysis accompanying such financial statements and reports. The Board may delegate responsibility for approving interim financial reports to the Audit Committee.
The Board is responsible for reviewing and approving material transactions outside the ordinary course of business, including material investments, acquisitions and dispositions of material capital assets, material capital expenditures, material joint ventures, and any other major initiatives outside the scope of approved budgets.
The Board approves those matters that are required under the Company's governing statute to be approved by the directors of the Company, including the issuance, purchase and redemption of securities and the declaration and payment of any dividends.

RISK MANAGEMENT

The Board is responsible for the identification of the principal risks of the Company's business and ensuring the implementation of appropriate systems to effectively monitor and manage those risks with a view to the long-term viability of the Company and achieving a proper balance between the risks incurred and the potential return to the Company's shareholders.
The Board monitors the conduct of the Company and ensures that it complies with applicable legal and regulatory requirements.

POLICIES AND PROCEDURES

The Board is responsible for approving and monitoring compliance with all significant policies and procedures by which the Company is operated and approving policies and procedures designed to ensure that the Company operates at all times within Applicable Laws and regulations and to the highest ethical and moral standards.
The Board is responsible for reviewing significant new corporate policies or material amendments to existing policies (including policies regarding business conduct, conflict of interest and the environment).
The Board is responsible for taking steps to ensure that directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Avanti Gold Information Circular

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The Board shall enforce its policy respecting confidential treatment of the Company's proprietary information and the confidentiality of Board deliberations.

COMMUNICATIONS AND REPORTING

The Board is responsible for ensuring that the Company has in place effective communication processes with shareholders, employees, financial analysts, governments and regulatory authorities, the media and the communities in which the business of the Company is conducted.
The Board is responsible for ensuring that all communications with shareholders and information otherwise disseminated by the Company adheres to the requirement of the Company's Disclosure Policy.
The Board will review and if necessary, approve the content of the Company's major communications to shareholders and the investing public, including interim financial reports and annual financial statements, management's discussion and analysis, management information circulars, annual information forms and any prospectuses that may be issued.
The Board is responsible for monitoring and periodically reviewing the Company's policies and procedures in order to ensure that appropriate policies and processes are in place to ensure the Company's compliance with Applicable Laws and regulations, including timely disclosure of relevant corporate information and regulatory reporting.

LEGAL REQUIREMENTS

The Board is responsible for supervising the management of the business and affairs of the Company and directing management to ensure legal requirements have been met and documents and records have been properly prepared, approved and maintained.
The Act and applicable law requires that each director:

(a) acts honestly and in good faith with a view to the best interests of the Company, including the duty:

(i) to disclose conflicts of interest;
(ii) not to appropriate or divert corporate opportunities;
(iii) to maintain confidential information of the Company and not use such information for personal benefit; and
(iv) to disclose information vital to the business of the Company in the possession of a director;

(b) exercises the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances; and
(c) acts in compliance with the Act and the Company's By-Laws.

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CONFLICTS OF INTEREST

Upon the discovery of a potential or actual conflict of interest, the affected Director shall immediately disclose the conflict to the Board Chair or the appropriate designated officer. The disclosure must be sufficient to inform the other Directors of the nature and extent of the interest. Directors shall, on an ongoing basis, advise of all existing or potential conflicts.

GOVERNING LAW

This Mandate shall be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.

EFFECTIVE DATE

This Mandate was approved and adopted by the Board on October 28, 2025, and is and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date.

Avanti Gold Information Circular

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Avanti Gold Corp. — Proxy Solicitation & Information Statement 2025

47244_rns_2025-11-19_3e7827bf-2fd0-41a9-ac34-815605ea0c68.pdf

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2025

INFORMATION CIRCULAR

Notice and Access

Revocation of Proxies

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. FINANCIAL STATEMENTS

2. NUMBER OF DIRECTORS

3. ELECTION OF DIRECTORS

Orders

Bankruptcies

Penalties and Sanctions

4. APPOINTMENT OF AUDITOR

5. OTHER MATTERS

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

Elements of Compensation

Salary

Key Terms of the Omnibus Equity Incentive Plan

Shares Subject to the 2022 Omnibus Plan

Administration of the 2022 Omnibus Plan

Eligibility

Types of Awards

Options

Restricted Share Units

Performance Share Units

Deferred Share Units

Dividend Equivalents

Black-out Periods

Term

Termination of Employment or Services

Change in Control

Non-Transferability of Awards

Amendments to the 2022 Omnibus Plan

Summary Compensation Table

External Management Companies

Incentive Plan Awards

Notes:

Termination and Change of Control Benefits.

DIRECTOR COMPENSATION

Director Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Exercise of Compensation Securities by Directors and NEOs

Narrative Discussion

OTHER COMPENSATION

MANAGEMENT CONTRACTS

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Terry Holohan- Chairman

David Renner

Mata Botima

Jonathan Hill

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

Board of Directors

Directorships

CORPORATE GOVERNANCE DISCLOSURE

A. GENERAL

B. BOARD MANDATE

C. COMPENSATION, GOVERNANCE AND NOMINATIONS COMMITTEE

Avanti Gold Corp. Proxy Solicitation & Information Statement 2025