None of the Canadian securities regulatory authorities nor the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the proposed arrangement involving Basin Uranium Corp. and Nexus Uranium Corp. (including the securities to be issued by Nexus Uranium Corp.), or passed upon the merits or fairness of such arrangement or upon the adequacy or accuracy of the information contained in this notice of annual general and special meeting and management proxy circular. Any representation to the contrary is a criminal offence.

Basin Uranium

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR AN ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF BASIN URANIUM CORP.

TO BE HELD ON SEPTEMBER 4, 2025

WITH RESPECT TO A PROPOSED PLAN OF ARRANGEMENT INVOLVING

BASIN URANIUM CORP.

AND

NEXUS URANIUM CORP.

AUGUST 1, 2025

These materials are important and require your immediate attention. Please carefully read this management information circular, including its appendices, as it contains detailed information related to, among other things, the proposed plan of arrangement that will be voted upon at the meeting. If you are in doubt as to how to deal with these materials or the matters they describe, please consult your professional advisor.

Basin Uranium

August 1, 2025

Dear Shareholders:

You are invited to attend an annual general and special meeting (the “Meeting”) of the shareholders (the “Basin Shareholders”) of Basin Uranium Corp. (“Basin” or the “Company”) to be held at the offices of McMillan LLP, 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, on September 4, 2025 commencing at 10:00 a.m. (Vancouver time).

At the Meeting, in addition to the annual general meeting matters, Basin Shareholders will be asked to consider and vote upon a proposed arrangement (the “Arrangement”) in accordance with the terms of an arrangement agreement entered into by the Company, Nexus Uranium Corp. (“Nexus”), and a newly incorporated exploration company, Blade Resources Inc. (“Spinco”), dated June 25, 2025 (the “Arrangement Agreement”). Pursuant to the Arrangement Agreement, holders of Basin common shares (“Basin Shares”) will receive, for each Basin Share held, approximately 1.1 of a common share (each whole common share, a “Nexus Share”) in the capital of Nexus and approximately 0.11 of a common share (each whole common share being a “Spinco Share”) in the capital of Spinco (collectively, the “Consideration”).

Holders of warrants of Basin (the “Basin Warrantholders”), and stock options of Basin (the “Basin Optionholders”) will be entitled, upon exercise or settlement of their respective securities, to receive the number of Nexus Shares and Spinco Shares that they would have been entitled to receive as a result of the Arrangement if they had exercised or settled such securities immediately prior to the effective date of the Arrangement (the “Effective Date”).

Upon completion of the Arrangement, Spinco will own certain exploration assets of Basin, including the CHG Gold Project (as defined in the accompanying Management Information Circular of the Company (the “Circular”)). Following the Arrangement, Basin Shareholders will hold approximately 40% of the outstanding common shares of Nexus and 60% of the outstanding common shares of Spinco on an undiluted basis. Additional details regarding the Arrangement are contained in the attached Notice of Meeting and the Circular.

In order to become effective, the Arrangement must be approved by a special resolution passed by at least a two-thirds majority of the votes cast by Basin Shareholders at the Meeting and present in person or by proxy. Completion of the Arrangement is also subject to receipt of certain required regulatory approvals, including the approval of the Canadian Securities Exchange and the Supreme Court of British Columbia (the “Court”), and other customary closing conditions, all of which are described in more detail in the Circular.

Certain Basin Shareholders who hold in the aggregate approximately 6.32% of the issued and outstanding Basin Shares on a non-diluted basis have entered into agreements with Nexus to vote in favour of the Arrangement, provided that the Arrangement Agreement has not been terminated by either Nexus or Basin in accordance with its terms.

After taking into consideration, among other things, the recommendation of the board of directors of Basin (the “Basin Board”), the recommendation of a special committee of the Basin Board, and the opinion of Evans & Evans, Inc., delivered on July 21, 2025, as to the financial fairness, to

of the consideration to be received by Basin Shareholders pursuant to the Arrangement, the Basin Board has concluded that the Consideration is fair to the Basin Shareholders and that the Arrangement is in the best interest of Basin. Accordingly, the Basin Board has approved the Arrangement and authorized its submission to the Basin Shareholders and the Court for approval.

Accordingly, the Basin Board Recommends that Basin Shareholders vote FOR the Arrangement.

Voting

If you are not registered as the holder of your Basin Shares but hold your shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Basin Shares. See the section in the accompanying Circular entitled “General Proxy Information — Beneficial Shareholders” for further information on how to vote your Basin Shares.

If you are a registered Basin Shareholder, please vote by completing the enclosed form of proxy. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy to the Company’s transfer agent, Odyssey Trust Company (“Odyssey”), by 10:00 a.m. (Vancouver Time) on September 2, 2025, or email a copy of the fully signed proxy to Odyssey at [email protected] at least forty-eight hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Please do this as soon as possible. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy but will ensure that your vote will be counted if you are unable to attend.

Letter of Transmittal

If you hold your Basin Shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving Spinco Shares and Nexus Shares in respect of your Basin Shares upon completion of the Arrangement if it is approved.

If you are a registered Basin Shareholder (a “Registered Basin Shareholder”), please complete and return the enclosed Letter of Transmittal together with the certificate(s) representing your Basin Shares and any other required documents and instruments, to the depository, Endeavor Trust Company (“Endeavor” or the “Depository”), using the enclosed return envelope and in accordance with the instructions set out in the Letter of Transmittal. This will ensure that if the Arrangement is approved, the Consideration for your Basin Shares can be sent to you as soon as possible following the Arrangement becoming effective. The Letter of Transmittal contains other procedural information related to the Arrangement and should be reviewed carefully.

The attached Notice of Meeting and the Circular contain a detailed description of the Arrangement and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Circular, including the documents incorporated by reference therein. If you require assistance, you should consult your financial, legal, or other professional advisors.

Your vote is important regardless of the number of Basin Shares you own.

While certain matters, such as the timing of the receipt of Court approval, are beyond the control of Basin, if the resolution approving the Arrangement is passed by the requisite majority of Basin Shareholders at the Meeting, it is anticipated that the Arrangement will be completed and become effective in September of 2025.

Sincerely,

"Michael Blady"

Michael Blady
CEO and Director

Basin Uranium

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

Following are some questions that you, as a Basin Shareholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your Basin Shares.

Q: What am I voting on?

A: You are being asked to consider and, if deemed advisable, to vote FOR the resolution approving the Arrangement among Basin, Nexus and Spinco (the “Arrangement Resolution”), which provides for, among other things, Nexus acquiring all of the issued and outstanding Basin Shares. Through the Arrangement, Basin Shareholders (other than Dissenting Shareholders, as defined herein) will receive approximately 1.1 of a Nexus Share and approximately 0.11 of a Spinco Share in exchange for every one Basin Share held. You also are being asked to approve the election of directors, the appointment of the auditor, and the transaction of any other business that may properly come before the Meeting or any adjournments or postponements of the Meeting.

Q: When and where is the Meeting?

A: The Meeting will take place on September 4, 2025 at 10:00 a.m. (Vancouver time), at the offices of McMillan LLP, Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7.

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of Basin. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Basin Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

A: Only Basin Shareholders of record as of the close of business on July 21, 2025, the record date for the Meeting, are entitled to receive notice of and to attend, and vote at, the Meeting or any adjournment(s) or postponement(s) of the Meeting.

The quorum for the transaction of business at the Meeting will be one or more persons, who is a Basin Shareholder, present in person or by proxy.

Q: How many Basin Shares are entitled to vote?

A: As of July 21, 2025, there were 27,300,679 Basin Shares outstanding and entitled to vote at the Meeting. You are entitled to one vote for each Basin Share that you own.

Q: What will I receive in the Arrangement?

A: If the Arrangement is completed, Basin Shareholders (other than Dissenting Shareholders, as defined herein) will be entitled to receive approximately 1.1 of a Nexus Share and approximately 0.11 of a Spinco Share for every one outstanding Basin Share held.

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: The Arrangement Resolution must be passed by the affirmative vote of at least two-thirds of the votes cast at the Meeting by Basin Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your Basin Shares will be voted FOR the Arrangement Resolution in accordance with the recommendation of the Basin Board.

Q: When is the cut-off time for delivery of proxies?

A: Fully-signed proxies must be delivered to Odyssey at 409 Granville St, Vancouver, BC V6C 1T2, or emailed to Odyssey at [email protected]; not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. In this case, assuming no adjournment or postponement of the Meeting, the proxy-cut off time is 10:00 a.m. (Vancouver time) on September 2, 2025. The Chair of the Meeting may waive the proxy-cut off time without notice.

Q: Can I change my vote after I submitted a signed proxy?

A: Yes. If you want to revoke your proxy after you have delivered it, you have the right to do so at any time prior to the Meeting, or at the Meeting. If you are a Registered Basin Shareholder (as at the Record Date), you may do this by: (a) attending the Meeting and voting in person; (b) executing a proxy bearing a later date or a valid notice of revocation, either of which must be executed by the registered shareholder or the registered shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by a duly authorized officer or attorney, and by either emailing this later-dated proxy to Odyssey at [email protected] at any time up 10:00 a.m. (Vancouver time) on September 2, 2025 (or, if the Meeting is adjourned or postponed, the last business day that precedes any reconvening thereof), or delivering it to the Chair

of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law.

If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares, but to do so you must attend the Meeting in person.

If you are a beneficial Shareholder, please contact your intermediary for instructions on how to revoke your proxy.

Q: What are the recommendations of the Directors?

A: After taking into consideration, among other things, Court approval and the Fairness Opinion of Evans & Evans, Inc., the directors have concluded that the Arrangement is in the best interests of Basin and fair to the Basin Shareholders and recommend that Basin Shareholders vote FOR the Arrangement Resolution to approve the Arrangement.

Q: Why are the Directors making this recommendation?

A: In reaching their conclusion that the Arrangement is fair to Basin Shareholders and that the Arrangement is in the best interests of Basin, the directors considered and relied upon a number of factors, including those described under the headings “The Arrangement — Reasons for the Arrangement” and “The Arrangement — Fairness Opinion” in this Circular.

Q: In addition to the approval of Basin Shareholders, are there any other approvals required for the Arrangement?

A: Yes, the Arrangement requires the approval of the Court and also is subject to the receipt of certain regulatory approvals, including the approval of the Canadian Securities Exchange (the “CSE”). See “The Arrangement — Court Approval of the Arrangement” and “The Arrangement – Regulatory Approvals” in this Circular.

Q: Are Nexus shareholders required to approve the Arrangement?

A: No, the Arrangement does not require the approval of Nexus shareholders.

Q: Do any Directors or executive officers of Basin have any interests in the Arrangement that are different from, or in addition to, those of the Basin Shareholders?

A: In considering the recommendation of the Basin Board to vote in favour of the matters discussed in this Circular, Basin Shareholders should be aware that some of the directors and executive officers of Basin have interests in the Arrangement that are different from, or in addition to, the interests of Basin Shareholders generally. See “The Arrangement – Interests of Certain Persons in the Arrangement” in this Circular.

Q: Will the Basin Shares continue to be listed on the CSE after the Arrangement?

A: No. Basin will be de-listed from the CSE when the Arrangement is completed, and Basin will become a wholly-owned subsidiary of Nexus. When the Arrangement is completed, former Basin Shareholders will hold Nexus Shares, which are listed on the CSE, and Spinco Shares. An application to list the Spinco Shares on the CSE is expected to be made.

Q: Should I send my Basin Share certificates now?

A: You are not required to send your certificates representing Basin Shares to validly cast your vote in respect of the Arrangement Resolution. We encourage Registered Basin Shareholders to complete, sign, date and return the enclosed Letter of Transmittal, together with their Basin Share certificate(s), at least two Business days prior to the effective date which will assist in arranging for the prompt exchange of their Basin Shares if the Arrangement is completed.

Q: When can I expect to receive consideration for my Basin Shares?

A: Assuming completion of the Arrangement, if you hold your Basin Shares through an intermediary, then you are not required to take any action and the Nexus Shares and Spinco Shares will be delivered to your intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such intermediaries. If you hold your Basin Shares through an intermediary, you should contact your intermediary if you have questions regarding this process.

In the case of Registered Basin Shareholders, as soon as practicable after the Effective Date, assuming due delivery of the required documentation, including the applicable Basin Share certificate(s) and a duly and properly completed Letter of Transmittal, Nexus and Spinco will cause the Depositary to forward certificates representing the Nexus Shares to which the Registered Basin Shareholder is entitled by first class mail to the address of the Basin Shareholder as shown on the register maintained by Odyssey Trust Company, unless the Basin Shareholder indicates in the Letter of Transmittal that it wishes to pick up the share certificates from the Depositary's office in Vancouver instead. The Depositary will also coordinate with Spinco's transfer agent, if different than the Depositary, to deliver share certificates representing Spinco Shares to which former Basin Shareholders are entitled to under the Arrangement.

Basin Shareholders who do not deliver their Basin Share certificates and all other required documents to Endeavor on or before the date which is six years after the Effective Date will lose their right to receive Nexus Shares and Spinco Shares.

See “The Arrangement – Procedure for Exchange of Basin Shares” in this Circular.

Q: How will the votes be counted?

A: Odyssey Trust Company, Basin’s transfer agent, counts and tabulates the proxies. Proxies are counted and tabulated by the transfer agent in such a manner as to preserve the

confidentiality of the voting instructions of Registered Basin Shareholders, subject to a limited number of exceptions.

Q: How will I know when the Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Arrangement contained in the Arrangement Agreement. If the Arrangement Resolution is passed at the Meeting, the Effective Date is expected to occur in September 2025. On the Effective Date, Basin and Nexus will publicly announce that the conditions are satisfied or waived, and that the Arrangement has been implemented.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. Basin Shareholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having a Material Adverse Effect on Basin; (ii) there can be no certainty that all conditions precedent to the Arrangement will be satisfied; (iii) Basin will incur costs even if the Arrangement is not completed, and, in certain circumstances, may also be required to pay the Termination Fee (defined herein) to Nexus; (iv) completion of the Arrangement is uncertain and Basin is restricted from taking specific actions while the Arrangement is pending; (v) Basin’s directors and executive officers may have interests in the Arrangement different from Basin Shareholders; (vi) if the Arrangement does not complete, another attractive business combination may not be available; (vii) Basin and Nexus may be the targets of legal claims, securities class actions, derivative lawsuits and other claims; (viii) there are restrictions on Basin’s ability to solicit Acquisition Proposals (as defined here); (ix) potential tax consequences of the Arrangement; (x) Basin Shareholders will receive a fixed number of Nexus Shares based on a fixed exchange ratio that was determined more than two months before the date of the Meeting and, due to share price movement since then, the price of Nexus Shares relative to Basin Shares may have changed from the time when the exchange ratio was set; (xi) the market price for Basin Shares may decline if the Arrangement is not completed; and (xii) there is no guarantee that the Spinco Shares will be listed on the CSE or that a market for such shares will develop and as such the Spinco Shares may not be qualified investments under the Tax Act for a Registered Plan.

Q: What are the Canadian income tax consequences of the Arrangement?

A: For a summary of certain material Canadian income tax consequences of the Arrangement, see “Certain Canadian Federal Income Tax Considerations”. Such summary is not intended to be legal or tax advice to any particular Basin securityholder. Basin Shareholders should consult their own tax and investment advisors with respect to their particular circumstances.

Q: What are the U.S. Federal income tax consequences of the Arrangement?

A: No opinion, advice or representation is being provided herein with respect to the U.S. federal income tax consequences of the Arrangement to Basin Shareholders or Basin Optionholders. Basin Shareholders and Basin Optionholders who are residents in, or subject to tax in, the United States should consult their own tax advisors with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: The Interim Order provides the Registered Basin Shareholders with Dissent Rights in connection with the Arrangement that will be available if the Arrangement Resolution is approved by the Basin Shareholders. Registered Basin Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular and the Interim Order, and comply with the provisions of the Dissent Rights, the full text of which is set out on Appendix “G” to this Circular. See “The Arrangement – Dissent Rights” in this Circular.

Q: What will happen to the Basin Shares that I currently own after completion of the Arrangement?

A: Upon completion of the Arrangement, certificates representing Basin Shares will represent only the right of the Registered Basin Shareholder to receive consideration of approximately 1.1 of a Nexus Share (based on the number of Basin Shares outstanding as of the date of the Arrangement Agreement) and 0.11 of a Spinco Share for every one Basin Share held. Trading in Basin Shares on the CSE will cease and Basin will terminate its status as a reporting issuer under Canadian securities laws and will cease to be required to file reports with the applicable Canadian Securities Administrators. Nexus will continue to be listed on the CSE. Spinco intends to apply to list the Spinco Shares on the CSE.

Basin Uranium

BASIN URANIUM CORP.

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of the holders of common shares (“Basin Shareholders”) of Basin Uranium Corp. (“Basin”) will be held at the offices of McMillan LLP, 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, on September 4, 2025 commencing at 10:00 a.m. (Vancouver time) for the following purposes:

to receive and consider the audited consolidated annual financial statements of Basin, as at and for the financial years ended May 31, 2024 and 2023, together with the report of the auditor thereon;
to set the number of directors of Basin at four (4);
to elect the directors of Basin for the ensuing year;
to appoint Manning Elliott LLP as the auditors of Basin, to hold office until the next annual general meeting of Basin Shareholders and to authorize the directors of Basin to fix the remuneration to be paid to the auditors;
to consider pursuant to an interim order of the Supreme Court of British Columbia dated August 1, 2025 (the “Interim Order”) and, if thought advisable, to pass, with or without amendment, a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (“BCBCA”), the full text of which resolution is set forth in Appendix “B” to the accompanying Management Information Circular (the “Circular”); and
to transact such further or other business as may properly come before the Meeting or any adjournments or postponements thereof.

The Circular provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement, and is deemed to form part of this Notice.

Registered Basin Shareholders are entitled to vote at the Meeting either in person or by proxy. Registered Basin Shareholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular. In order to be valid for use at the Meeting, proxies must be received by Odyssey Trust Company, at their office or by email at [email protected] by 10:00 a.m. (Vancouver time) on September 2, 2025, or at least forty-eight hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. Please advise Basin of any change in your mailing address.

If you are a non-registered shareholder, please refer to the section in the Circular entitled “General Proxy Information — Beneficial Shareholders” for information on how to vote your Basin Shares.

11 -

Take notice that, pursuant to the Interim Order, each registered Basin Shareholder has been granted the right to dissent with respect to the Arrangement Resolution in accordance with the provisions of Division 2 of Part 8 of the BCBCA, and if the Arrangement becomes effective, to be paid the fair value of the common shares of Basin in respect of which such registered Basin Shareholder dissents by Nexus Uranium Corp., the acquirer under the Arrangement, in accordance with the dissent procedures contained in the Interim Order and the BCBCA. Please refer to the Circular under the heading “Dissent Rights” for a description of the rights to dissent in respect of the Arrangement.

Failure to strictly comply with the requirements set forth in the Interim Order may result in the loss of any right of dissent.

DATED at Vancouver, British Columbia this 1st day of August, 2025

BY ORDER OF THE BOARD OF DIRECTORS
OF BASIN URANIUM CORP.

Michael Blady
CEO and Director

Basin Uranium

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR ... 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS ... 2
NOTICE TO UNITED STATES SHAREHOLDERS ... 4
CURRENCY ... 7
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES ... 7
GLOSSARY OF TERMS ... 8
SUMMARY ... 22
The Meeting and Record Date ... 22
Purpose of the Meeting ... 22
Information Concerning Basin ... 22
Information Concerning Nexus ... 22
Information Concerning Spinco ... 23
Background to the Arrangement ... 23
The Arrangement ... 23
Recommendation of the Basin Board ... 25
Reasons for the Arrangement ... 25
Recommendation of the Special Committee ... 27
Fairness Opinion ... 27
Lock-up Agreements ... 27
Court Approval ... 27
Basin Shareholder Approval ... 28
Conditions to the Arrangement ... 28
Procedure for Exchange of Basin Shares ... 29
Regulatory Law Matters and Securities Law Matters ... 30
Dissent Rights ... 31
Non-Solicitation of Acquisition Proposals ... 32
Termination of Arrangement Agreement ... 32
Cancellation of Rights After Six Years ... 32
Income Tax Considerations ... 33
Risk Factors ... 34
GENERAL PROXY INFORMATION ... 35
Solicitation of Proxies ... 35
How a Vote is Passed ... 35

Who can Vote?... 35
Appointment of Proxyholders... 35
What is a Proxy?... 36
Appointing a Proxyholder... 36
Instructing your Proxy and Exercise of Discretion by your Proxy... 36
Revocation of Proxies... 37
Beneficial Shareholders... 37
Voting Securities and Principal Holders... 38

THE ARRANGEMENT... 38
Principal Steps of the Arrangement... 39
Background to the Arrangement... 42
Recommendation of the Basin Board... 43
Reasons for the Arrangement... 43
Recommendation of the Special Committee... 45
Fairness Opinion... 46
Treatment of Basin Options and Basin Warrants... 48
Approval of Arrangement Resolution... 49
Lock-up Agreements... 49
Completion of the Arrangement... 50
Procedure for Exchange of Basin Shares... 50
No Fractional Shares to be Issued... 51
Cancellation of Rights after Six Years... 52
Court Approval of the Arrangement... 52
Regulatory Approvals... 53
Regulatory Law Matters and Securities Law Matters... 54
Fees and Expenses... 58
Interests of Certain Persons in the Arrangement... 59
Transfer of Nexus Gold Assets... 71
Risks Associated with the Arrangement... 72
Dissent Rights... 75

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS... 78
Residents of Canada... 80
Non-Residents of Canada... 85

NO OPINION, ADVICE OR REPRESENTATION AS TO UNITED STATES FEDERAL INCOME TAX CONSEQUENCES... 88

INFORMATION CONCERNING BASIN ... 89
INFORMATION CONCERNING NEXUS ... 89
INFORMATION CONCERNING SPINCO ... 89
OTHER MATTERS TO BE CONSIDERED AT THE MEETING ... 89
ELECTION OF DIRECTORS ... 90
STATEMENT OF EXECUTIVE COMPENSATION ... 95
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ... 96
AUDIT COMMITTEE ... 97
CORPORATE GOVERNANCE ... 99
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 102
MANAGEMENT CONTRACTS ... 102
LEGAL MATTERS ... 103
OTHER INFORMATION ... 103
Other Matters ... 103
INTEREST OF EXPERTS ... 103
APPROVAL OF DIRECTORS ... 104
APPENDIX A – PLAN OF ARRANGEMENT ... 1
APPENDIX B – ARRANGEMENT RESOLUTION ... B-1
APPENDIX C – FAIRNESS OPINION ... C-1
APPENDIX D – INFORMATION CONCERNING NEXUS ... D-1
APPENDIX E – INFORMATION CONCERNING SPINCO ... 64
APPENDIX F – INTERIM ORDER AND NOTICE OF HEARING OF PETITION ... E-1
APPENDIX G – DISSENT RIGHTS ... G-1
APPENDIX H – INFORMATION CONCERNING NEXUS POST-ARRANGEMENT ... H-1
APPENDIX I – NEXUS AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE YEARS ENDED NOVEMBER 30, 2024, 2023, AND 2022 AND ASSOCIATED MANAGEMENT’S DISCUSSION AND ANALYSIS ... I-1
APPENDIX J – NEXUS INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MAY 31, 2025, AND ASSOCIATED MANAGEMENT’S DISCUSSION AND ANALYSIS ... J-1
APPENDIX K – SPINCO AUDITED FINANCIAL STATEMENTS FROM INCORPORATION TO THE QUARTER ENDED MAY 31, 2024 ... K-1
APPENDIX L – SPINCO MANAGEMENT’S DISCUSSION AND ANALYSIS FROM INCORPORATION TO THE QUARTER ENDED MAY 31, 2024 ... L-1

4 -
APPENDIX M – AUDITED CARVE-OUT FINANCIAL STATEMENTS FOR THE SPINOUT ASSETS AS AT MAY 31, 2024 AND 2023... M-1
APPENDIX N – NEXUS PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS... 1
APPENDIX O – SPINCO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS .O-1
4

Basin Uranium

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The information contained in this Circular, unless otherwise indicated, is given as of August 1, 2025.

No person has been authorized to give any information or to make any representation in connection with the matters being considered herein other than those contained in this Circular and, if given or made, such information or representation should be considered or relied upon as not having been authorized. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer of proxy solicitation. Neither the delivery of this Circular nor any distribution of securities referred to herein shall, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and Basin Securityholders are urged to consult their own professional advisors in connection with the matters considered in this Circular.

The Arrangement has not been approved or disapproved by any securities regulatory authority (including, without limitation, any securities regulatory authority of any Canadian province or territory, the SEC, or any securities regulatory authority of any state of the U.S.), nor has any securities regulatory authority passed upon the fairness or merits of the Arrangement or upon the accuracy or adequacy of the information contained in this Circular and any representation to the contrary is unlawful.

Descriptions in this Circular of the terms of the Arrangement Agreement and the Plan of Arrangement are summaries of the terms of those documents and are qualified in their entirety by such terms. Basin Shareholders should refer to the full text of the Arrangement Agreement, a copy of which is available under Basin's SEDAR+ profile at www.sedarplus.ca, and the Plan of Arrangement, a copy of which is attached to this Circular as Appendix "A".

Information Contained in this Circular regarding Nexus

The information concerning Nexus, its affiliates and the Nexus Shares contained in this Circular, and all Nexus documents filed by Nexus with a securities commission or similar authority in Canada that are incorporated by reference herein, have been provided by Nexus for inclusion in this Circular. Although Basin has no knowledge that would indicate any statements contained herein relating to Nexus, its affiliates or the Nexus Shares taken from or based upon such information provided by Nexus are untrue or incomplete, neither Basin nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Nexus, its affiliates or the Nexus Shares, or for any failure by Nexus to disclose facts or events that may have occurred or may affect the significance or accuracy of any such information but which are unknown to Basin.

For further information regarding Nexus, please refer to Nexus' filings which may be obtained under Nexus' SEDAR+ profile at www.sedarplus.ca.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

This Circular and the documents incorporated into this Circular by reference contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of the applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively herein after referred to as “forward-looking statements”) that are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated herein by reference, as applicable. These forward-looking statements include, but are not limited to, statements and information concerning: the Arrangement; covenants of Basin, Spinco and Nexus; the timing for the implementation of the Arrangement; the potential benefits of the Arrangement; the likelihood of the Arrangement being completed; principal steps of the Arrangement; statements made in, and based upon, the Fairness Opinion; statements relating to the business and future activities of, and developments related, to Basin, Spinco and Nexus after the date of this Circular and prior to the Effective Time and to and of Nexus and Spinco after the Effective Time; Basin Shareholder Approval and Court approval of the Arrangement; regulatory approval of the Arrangement; listing of the Spinco Shares on the CSE; de-listing of the Basin Shares from CSE; market position, and future financial or operating performance of Nexus, Basin, or Spinco; liquidity of Nexus Shares and Spinco Shares following the Effective Time; statements based on the unaudited pro forma financial statements attached as Appendix “N” and “O” to this Circular; ability of Nexus to develop the Nexus Assets; ability of Spinco to develop the Spinout Assets; anticipated developments in operations; the future price of metals; the timing and amount of estimated future production; costs of production and capital expenditures; mine life of mineral projects, the timing and amount of estimated capital expenditure; costs and timing of exploration and development and capital expenditures related thereto; operating expenditures; success of exploration activities, estimated exploration budgets; currency fluctuations; requirements for additional capital; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; the timing and possible outcome of pending litigation in future periods; the timing and possible outcome of regulatory and permitted matters; goals; strategies; future growth; planned exploration activities and planned future acquisitions; the adequacy of financial resources; and other events or conditions that may occur in the future.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might”, or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements.

3 -
3

These forward-looking statements are based on the beliefs of Basin’s and Nexus’s management, as the case may be, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Arrangement, including the final approval of the Arrangement and its fairness by the Court, and the receipt of the required governmental and regulatory approvals and consents.

By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Basin, Nexus or Spinco to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the Arrangement Agreement may be terminated in certain circumstances; general business, economic, competitive, political, regulatory and social uncertainties; uranium price volatility; uncertainty related to mineral exploration properties; risks related to the ability to finance the continued exploration of mineral properties; risks related to Basin and Spinco not having any proven or provable mineral reserves; history of losses of Basin and expectation of future losses for Spinco and Nexus; risks related to factors beyond the control of Basin, Nexus or Spinco; limited business history of Spinco; risks and uncertainties associated with exploration and mining operations; risks related to the ability to obtain adequate financing for planned development activities; lack of infrastructure at mineral exploration properties; risks and uncertainties relating to the interpretation of drill results and the geology, grade and continuity of mineral deposits; uncertainties related to title to mineral properties and the acquisition of surface rights; risks related to governmental regulations, including environmental laws and regulations and liability and obtaining permits and licences; future changes to environmental laws and regulations; unknown environmental risks for past activities; commodity price fluctuations; risks related to reclamation activities on mineral properties; risks related to political instability and unexpected regulatory change; currency fluctuations and risks associated with a fixed exchange ratio; influence of third party stakeholders; conflicts of interest; risks related to dependence on key individuals; risks related to the involvement of some of the directors and officers of Basin, Nexus and Spinco with other natural resource companies; enforceability of claims; the ability to maintain adequate control over financial reporting; risks related to the common shares of Basin, Nexus and Spinco, including price volatility due to events that may or may not be within such parties’ control; disruptions or changes in the credit or security markets; risks related to international operations; risks related to joint venture operations; actual results of current exploration activities; reserve and resource estimate risk; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs or other costs of production; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; the ability to renew existing licenses or permits or obtain required licenses and permits; increased infrastructure and/or operating costs; risks of not meeting production and cost forecasts; discrepancies between actual and estimated production; mineral reserves and resources and metallurgical recoveries; mining operational and development risk; litigation risks; risks of sovereign investment and operating in foreign countries; foreign countries’ regulatory requirements; speculative nature of uranium exploration; risks related to directors and officers of

4 -
Basin possibly having interests in the Arrangement that are different from other Basin Shareholders; risks relating to the possibility that more than 5% of Basin Shareholders may exercise their dissent rights; risks related to instability in the global economic climate; dilutive effects to Basin Shareholders; risks related to the ability to complete acquisitions; environmental risks; community and non-governmental actions and regulatory risks.

This list is not exhaustive of the factors that may affect any of forward-looking statements of Basin, Nexus and Spinco. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Circular generally and certain economic and business factors, some of which may be beyond the control of Basin, Nexus and Spinco. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the heading "The Arrangement – Risks Associated with the Arrangement" and in Appendices "D" and "E" to this Circular under the respective headings "Information Concerning Nexus — Risk Factors" and "Information Concerning Spinco — Risk Factors" and in other documents incorporated by reference in this Circular. Basin, Nexus and Spinco do not intend, and do not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, Basin Shareholders should not place undue reliance on forward-looking statements.

NOTICE TO UNITED STATES SHAREHOLDERS

The Nexus Shares and Spinco Shares to be received by Basin Shareholders in exchange for their Basin Shares pursuant to the Arrangement, and the Replacement Options to be received by Basin Optionholders in exchange for their Basin Options pursuant to the Arrangement have not been registered under the U.S. Securities Act, or any U.S. state securities laws, and will be issued in reliance on the exemption from the registration requirements set forth in Section 3(a)(10) of the U.S. Securities Act (the "Section 3(a)(10) Exemption") and similar exemptions from registration under applicable U.S. state securities laws in which Basin Securityholders reside. The Section 3(a)(10) Exemption exempts the distribution of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration of the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after satisfying itself as to the substantive and procedural fairness of the terms and conditions of such issuance and exchange at a hearing which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court has been advised as to Nexus' and Spinco's intention to rely on the Section 3(a)(10) Exemption for the issuance and exchange of Nexus Shares, Spinco Shares and Replacement Options pursuant to the Arrangement based on the Court's approval of the fairness of the terms and conditions of such exchange.

The Court issued the Interim Order on August 1, 2025, and, subject to the approval of the Arrangement by the Basin Shareholders, a hearing for a final order approving the Arrangement will be held on or about September 9, 2025, at 10:00 a.m. (Vancouver time) (or as soon thereafter as legal counsel can be heard) at the Courthouse, 800 Smithe Street, Vancouver, British Columbia.

All Basin Shareholders and Basin Optionholders are entitled to appear and be heard at this hearing. See “The Arrangement – Court Approval of the Arrangement”.

The solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the Exchange Act. Accordingly, this Circular has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the Exchange Act.

Without limiting the foregoing, information concerning the mineral properties of Basin, Nexus and Spinco has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of securities laws of the United States applicable to U.S. companies subject to the reporting and disclosure requirements of the SEC. In accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), the terms “mineral reserve,” “proven mineral reserve,” “probable mineral reserve,” “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” used in this Circular, and in the documents incorporated by reference in this Circular, are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended (the “CIM Definition Standards”). The SEC has adopted mining disclosure rules under subpart 1300 of Regulation S-K under the U.S. Securities Act (the “SEC Mining Disclosure Rules”) to replace the historical property disclosure requirements formerly included in the SEC’s Industry Guide 7. The SEC Mining Disclosure Rules recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources,” and include definitions of “proven mineral reserves” and “probable mineral reserves” that are substantially similar to international standards. While similar, investors are cautioned that there are also significant differences in the definitions under the SEC Mining Disclosure Rules and the CIM Definition Standards. Accordingly, any mineral reserves or mineral resources that Basin, Nexus or Spinco may report as “proven mineral reserves,” “probable mineral reserves,” “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” or other measures under NI 43-101 may not be the same had they prepared the reserve or resource estimates under the SEC Mining Disclosure Rules. For the above reasons, information contained or incorporated by reference in this Circular containing descriptions of the mineral reserve and mineral resource estimates of are not comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements of the SEC under the SEC Mining Disclosure Rules.

The financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS and are subject to Canadian auditing and auditor independence standards and thus may not be comparable to financial statements prepared in accordance with United States generally accepted accounting principles and United States auditing and auditor independence standards.

Basin Securityholders should be aware that the acquisition by Basin Shareholders of the Nexus Shares and Spinco Shares, and the acquisition by Basin Optionholders of the Replacement Options, pursuant to the Arrangement described herein may have tax consequences both in the United States and in Canada. Basin Shareholders who are resident in, or citizens of, the United States are advised

6 -
to review the summary contained in this Circular under the heading “Certain United States Federal Income Tax Considerations” and under the heading “Certain Canadian Federal Income Tax Considerations”, and Basin Shareholders and Basin Optionholders are urged to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

The enforcement by investors of civil liabilities under United States securities laws may be affected adversely by the fact that each of Basin, Nexus and Spinco is incorporated or organized outside the United States, that some or all of their respective officers and directors and the experts named herein are residents of a country other than the United States, and that all or a portion of the assets of each of Basin, Nexus and Spinco and of said persons are located outside the United States. As a result, it may be difficult or impossible for Basin U.S. Securityholders to effect service of process within the United States upon Basin, Nexus and Spinco, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, Basin U.S. Securityholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

The Nexus Shares and Spinco Shares to be received by Basin Shareholders pursuant to the Arrangement will be freely transferable under U.S. federal securities laws, except by persons who are “affiliates” (as such term is understood under U.S. securities laws) of Nexus or Spinco, as applicable, after the Effective Date, or were “affiliates” of Nexus or Spinco, as applicable, within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Nexus Shares or Spinco Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See “The Arrangement – Regulatory Law Matters and Securities Law Matters”.

The Section 3(a)(10) Exemption will not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant thereto. Therefore, the Nexus Shares issuable upon exercise of the Replacement Options to be received by Basin Optionholders pursuant to the Arrangement may not be issued in reliance upon the Section 3(a)(10) Exemption, and the Replacement Options may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Prior to the issuance of Nexus Shares pursuant to any such exercise, Nexus may require evidence (which may include an opinion of counsel of recognized standing) in form and substance reasonably satisfactory to Nexus to the effect that the issuance of such Nexus Shares does not require registration under the U.S. Securities Act or applicable U.S. state securities laws.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Basin, Nexus or Spinco.

CURRENCY

Unless otherwise indicated herein, references to “$”, “Cdn$” or “Canadian dollars” are to Canadian dollars, and references to “US$” or “U.S. dollars” are to United States dollars.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of Basin incorporated by reference in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS. The historical financial statements of Nexus included in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS.

Basin Uranium

GLOSSARY OF TERMS

In this Circular and accompanying Notice of Meeting, unless there is something in the subject matter inconsistent therewith, the following terms shall have the respective meanings set out below, words importing the singular number shall include the plural and vice versa and words importing any gender shall include all genders.

"Acquisition Proposal"

means, other than the transactions contemplated by the Arrangement Agreement, and other than any transaction involving only Basin or Nexus and/or one or more of its wholly owned subsidiaries, any offer, proposal, expression of interest, or inquiry (written or oral) from any person or group of persons (other than a Party or any of its affiliates) after the date hereof relating to: (i) any acquisition or sale, direct or indirect (including by way of lease, royalty, joint venture or other arrangement having the same economic effect as a sale), of: (A) the assets of Basin and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of Basin and its subsidiaries, taken as a whole; or (B) 20% or more of any voting or equity securities, or any securities exchangeable for or convertible into voting or equity securities, of Basin or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Basin and its subsidiaries, taken as a whole; (ii) any take-over bid, tender offer or exchange offer for any class of voting or equity securities, or any securities exchangeable for or convertible into voting or equity securities, of Basin and/or one or more of its subsidiaries that, if consummated, would result in such person or persons beneficially owning 20% or more of any class of such securities; (iii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, joint venture, partnership, liquidation, dissolution or other similar transaction involving Basin or any of its subsidiaries whose assets individually or in the aggregate constitute 20% or more of the consolidated assets of Basin taken as a whole; (iv) any transaction or series of transactions similar to those referred to in paragraphs (i), (ii), or (iii) above involving Basin or any of its subsidiaries; or (v) any public announcement of an intention to do any of the foregoing.

"Advance Notice Provisions"

has the meaning ascribed thereto under "Election of Directors" – "Advance Notice Provision".

"affiliate"

has the meaning ascribed thereto in the Securities Act.

"Arrangement"

means the arrangement under Part 9, Division 5 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendment or variation thereto in

accordance with the Arrangement Agreement or at the direction of the Court in the Final Order.

“Arrangement Agreement” means the Arrangement Agreement dated as of June 25, 2025 among Nexus, Basin and Spinco, together with the schedules thereto, the Basin Disclosure Letter (as such term is defined therein), the Nexus Disclosure Letter (as such term is defined therein), and the schedules to the Basin Disclosure Letter and Nexus Disclosure Letter as the same may be amended, supplemented or otherwise modified from time to time.

“Arrangement Resolution” means the special resolution of the Basin Shareholders approving the Arrangement, to be considered at the Meeting, substantially in the form of Appendix “B” hereto.

“Assumed Spinco Liabilities” means the accounts payable, and all other outstanding debts and amounts owing by Basin in respect of the Spinco Properties on the day prior to the Effective Date.

“Basin” or “the Company” means Basin Uranium Corp., a corporation existing under the laws of British Columbia.

“Basin Board” means the board of directors of Basin as the same is constituted from time to time.

“Basin Option Plan” means Basin’s stock option plan last approved by Basin Shareholders on May 31, 2024.

“Basin Options” means the outstanding options to purchase Basin Shares granted under the Basin Option Plan.

“Basin Optionholder” means a holder of Basin Options.

“Basin Securityholders” means the Basin Shareholders, Basin Optionholders and Basin Warrantholders.

“Basin Shareholder Approval” means approval of at least two-thirds of the votes cast on the Arrangement Resolution by Basin Shareholders present in person or represented by proxy at the Meeting and such other approval as may be required pursuant to MI 61-101.

“Basin Shareholders” means the holders of Basin Shares.

“Basin Shares” means common shares in the authorized share capital of Basin, as currently constituted.

“Basin Subsidiaries” means each subsidiary of Basin.

“Basin Technical Reports” means, together: (i) a technical report prepared for Basin titled “NI 43-101 Technical Report on the Carbonate Hosted Gold Project (CHG)” with an effective date of June 19, 2020 and (ii) a technical report prepared for Basin titled “Chord Uranium Project Fall River

10 -

County, South Dakota, USA, Mineral Resource NI 43-101 Technical Report” with an effective date of May 7, 2024.

“Basin U.S. Securityholders” means Basin Securityholders resident in the United States.

“Basin Warrants” means outstanding warrants to purchase Basin Shares.

“Beneficial Shareholder” means a Basin Shareholder who is not a Registered Basin Shareholder.

“BCBCA” means the Business Corporations Act (British Columbia).

“BCSC” means the British Columbia Securities Commission.

“Broadridge” has the meaning ascribed thereto under “General Proxy Information” – “Beneficial Shareholders”.

“Business Day” means any day that is not a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia.

“Canadian Securities Administrators” means the voluntary umbrella organization of Canada’s provincial and territorial securities regulators.

“Circular” means, collectively, the Notice of Meeting and this Management Information Circular of Basin, including all appendices hereto, sent to Basin Shareholders in connection with the Meeting.

“Claims” means any demand, action, cause of action, investigation, inquiry, suit, proceeding, claim, complaint, arbitration, charge, prosecution, assessment or reassessment, including any appeal or application for review, judgment, arbitration award, grievance, settlement or compromise.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Cognetivity” has the meaning ascribed thereto under “Election of Directors” – “Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions” – “Desmond M. Balakrishnan”.

“Consideration” means the consideration to be received by the Basin Shareholders (other than a Dissenting Basin Shareholder) pursuant to the Plan of Arrangement in consideration for their Basin Shares, consisting of approximately 1.1 of a Nexus Share (based on the number of Basin Shares outstanding as of the date of the Arrangement Agreement) and approximately 0.11 of a Spinco Share.

“Contracts” means any contract, agreement, license, franchise, lease, arrangement or other right or obligation to which Basin or any of its subsidiaries is a Party or by which Basin or any of its subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“Court” means the Supreme Court of British Columbia.

11 -

“CRA” means the Canada Revenue Agency.

“CSE” means the Canadian Securities Exchange.

“Depository” means Endeavor Trust Company, which has been appointed by Nexus and Basin as depositary for the purpose of, among other things, receiving Letters of Transmittal and distributing certificates representing Nexus Shares and Spinco Shares to former Basin Shareholders under the Arrangement.

“Dissent Notice” means a notice of dissent delivered by a Dissenting Basin Shareholder to Basin.

“Dissent Procedures” means the dissent procedures described in this Circular under the heading “The Arrangement - Dissent Rights”.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Dissent Shares” means Basin Shares held by a Dissenting Basin Shareholder and in respect of which the Dissenting Basin Shareholder has duly and validly exercised the Dissent Rights in accordance with the Dissent Procedures.

“Dissenting Basin Shareholder” means a Registered Basin Shareholder who duly and validly exercised Dissent Rights in accordance with the Dissent Procedures.

“Effective Date” means the date upon which all of the conditions to completion of the Arrangement as set forth in the Arrangement Agreement have been satisfied or waived and all documents agreed to be delivered under the Arrangement Agreement have been delivered to the satisfaction of the Parties, each acting reasonably.

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as may be agreed in writing by Basin and Nexus.

“Eligible Shareholder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations”.

“Eligible Institution” means a Canadian Schedule I Chartered Bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP).

“Environmental Laws” means all applicable federal, provincial, state, local and foreign Laws, imposing liability or standards of conduct for, or relating to, the regulation of activities, materials, substances or wastes in connection with, or for, or to, the protection of human health, safety, the environment or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).

12 -

“Environmental Liabilities”
means, with respect to any person, all liabilities, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs, losses, damages, (including punitive damages, property damages, consequential damages and treble damages), costs and expenses, fines, penalties and sanctions incurred as a result of, or related to, any claim, suit, action, administrative order, investigation, proceeding or demand by any person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law arising under, or related to, any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release whether on, at, in, under, from or about or in the vicinity of any real or personal property.

“Environmental Permits”
means all permits, licenses, written authorizations, certificates, approvals, program participation requirements, sign-offs or registrations required by or available with or from any Governmental Entity under any Environmental Laws.

“Evans & Evans”
means Evans & Evans, Inc., financial advisor to Basin.

“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated from time to time thereunder.

“Exchange Ratio”
means the ratio equal to 30,000,000 Nexus Shares divided by the number of New Basin Shares issued and outstanding immediately prior to the Effective Time, adjusted for the Dissent Shares, if required.

“Fairness Opinion”
means the written opinion of Evans & Evans that the consideration to be received by Basin Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Basin Shareholders, dated July 21, 2025 and delivered to the Basin Board in connection with the Arrangement, a copy of which is attached as Appendix “C” to this Circular.

“FHSA”
has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment.”

“Final Order”
means the final order of the Court in form acceptable to Basin, Nexus and Spinco, each acting reasonably, approving the Arrangement, as such order may be amended by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal with withdrawn or denied, as affirmed or as amended on appeal.

“Governance Policy”
has the meaning ascribed thereto under “Corporate Governance” – “Board of Directors”.

13 -

“Governmental Entity”
means: (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board or authority of any of the foregoing; (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange, including the CSE;

“IFRS”
means International Financial Reporting Standards, as adopted by the International Accounting Standards Board.

“Indemnified Liabilities”
means:

(i) the Spinco Properties, including the operations, activities and work, including exploration programs, in connection therewith;
(ii) the Assumed Spinco Liabilities and the Spinco Obligations;
(iii) carrying out or implementing the Pre-Spinout Reorganization, in accordance with the Arrangement Agreement;
(iv) carrying out or implementing the Spinout;
(v) any breach of covenants of Basin relating to conduct of its business;
(vi) the contracts with respect to the Spinco Properties and all liabilities and obligations relating thereto;
(vii) any work, including exploration programs, conducted with respect to any of the Spinco Properties at any time;
(viii) the termination of engagement or employment of the employees and directors of Basin as of the Effective Time, including with respect to any severance, change of control or other obligations; or
(ix) the exercise of Dissent Rights, to the extent that the fair value paid to a Dissenting Basin Shareholder for such Dissenting Basin Shareholder’s Basin Shares represents the value of Spinco.

“Interim Order”
means the interim order of the Court providing for, among other things, the calling and holding of the Meeting, as the same may be amended, supplemented or varied by the Court.

“In-The-Money Amount”
means, in respect of a stock option, the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option.

“IRS”
means the Internal Revenue Service of the United States.

14 -

“Law” or “Laws”
means any federal, state, county, local, provincial, municipal, foreign, international, supranational or other law, act, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, resolution, requirement, writ, injunction, settlement, order or consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“Letter of Transmittal”
means the letter of transmittal and election form delivered by Basin to Basin Shareholders together with this Circular.

“Liens”
means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

“Lock-up Agreements”
means the voting support and lock-up agreements between Nexus and the Locked-up Shareholders, pursuant to which the Locked-up Shareholders have agreed, among other things, to vote the Basin Shares held by them in favour of the Arrangement Resolution.

“Locked-up Shareholders”
means each of Koyich Holding Corporation, Michael Wichterle, Jason Dussault, Michael Blady, Joel Leonard, John Coletta, Lorraine Tamburrino and Jason Sleeth.

“Material Adverse Effect”
means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, results of operations or condition (financial or otherwise) of such Person, taken as a whole, or (b) the ability of such Person on a timely basis to consummate the transactions contemplated by the Arrangement Agreement or the ancillary documents to which it is a Party or bound or to perform its obligations hereunder or thereunder; provided, however, that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such Person does business; (ii) changes, conditions or effects that generally affect the industries in which such Person principally operates; (iii) changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which

15 -

such Person principally operates; (iv) conditions caused by acts of God, terrorism, war (whether or not declared), natural disaster or weather conditions, epidemics, pandemics, or disease outbreaks (including SARS-CoV-2 or COVID-19, and any evolutions or variants thereof or related or associated epidemics, pandemics or disease outbreaks) or public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States); and (v) any failure in and of itself by such Person to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided, that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i)—(iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person compared to other participants in the industries in which such Person primarily conducts its businesses.

“MCTO” has the meaning ascribed thereto under “Election of Directors” – “Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions” – “Desmond M. Balakrishnan”.

“MD&A” means management’s discussion and analysis of financial statements.

“Meeting” means the annual and special meeting of Basin Shareholders to be held on September 4, 2025.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“New Basin Shares” has the meaning attributed thereto under “Summary” - “The Arrangement” – “Alteration of Share Structure”.

“Nexus” means Nexus Uranium Corp., a corporation existing under the laws of British Columbia.

“Nexus Board” means the board of directors of Nexus as the same is constituted from time to time.

“Nexus Gold Assets” means the assets purchased by, assigned or granted to, or acquired by Spinco from Nexus.

“Nexus Omnibus Plan” means Nexus’ omnibus equity incentive plan, as last approved by the Nexus Shareholders on May 1, 2023.

16 -

“Nexus Options” the outstanding options to purchase Nexus Shares granted under or otherwise subject to the Nexus Omnibus Plan or any predecessor option plan.

“Nexus Shares” means common shares in the authorized share capital of Nexus, as currently constituted.

“Nexus Shareholders” means the holders of Nexus Shares.

“Nexus Subsidiaries” means each subsidiary of Nexus.

“NI 43-101” means National Instrument 43-101 - “Standards of Disclosure of Disclosure for Mineral Projects” of the Canadian Securities Administrators.

“NI 52-110” means National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators.

“Non-Resident Dissenting Shareholder” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Non-Residents of Canada – Dissenting Basin Shareholders.”

“Non-Resident Optionholders” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Non-Residents of Canada.”

“Non-Resident Shareholders” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Non-Residents of Canada.”

“Notice of Meeting” means the notice to the Basin Shareholders which accompanies this Circular.

“Outside Date” means September 19, 2025, or such later date as may be agreed to in writing by the Parties.

“paid-up capital” has the meaning ascribed to such term for the purposes of the Tax Act.

“Parties” means, collectively, Basin, Spinco and Nexus, and “Party” means Basin, Spinco or Nexus.

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Appendix “A” hereto, and any amendments or variations thereto

17 -

made in accordance with the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court.

“Plan Subscriber” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment.”

“RDSP” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment.”

“Record Date” means July 21, 2025

“Registered Plan” means a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered disability savings plan, , a tax-free savings account, a first home savings account or a registered education savings plan.

“Registered Basin Shareholder” means a registered holder of Basin Shares.

“Registrar” has the meaning attributed to that term in the BCBCA.

“Regulation S” means Regulation S under the U.S. Securities Act.

“Regulatory Approvals” means any sanctions, rulings, consents, waivers, orders, exemptions, permits and other approvals of any Governmental Entity or stock exchange, and the lapse (without objection), exemption or waiver of a prescribed time under any Law or stock exchange policy that states that a transaction may not be implemented until after a prescribed time lapses following the giving of notice or supply of information or documents, including CSE approval required to consummate the Plan of Arrangement.

“Replacement Options” means an option to purchase a Nexus Share on the terms set out in Section 2.14(a) of the Arrangement Agreement.

“Representatives” with respect to a Party means any officers, directors, employees, representatives (including any financial, legal or other advisors) affiliates or agents of the Party or any of its subsidiaries.

“Resident Dissenting Shareholder” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Dissenting Basin Shareholders.”

“Resident Optionholders” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada”.

“Resident Shareholders” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada”.

18 -

“RESP” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment.”

“RRIF” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment.”

“RRSP” has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment.”

“RSUs” means restricted stock units.

“Rule 144” means Rule 144 under the U.S. Securities Act.

“SEC” means the United States Securities and Exchange Commission.

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

“Securities Act” means the Securities Act (British Columbia)

“SEDAR+” means the System for Electronic Document Analysis and Retrieval, which can be accessed online at www.sedarplus.ca.

“Special Committee” means the special committee composed of independent members of the Basin Board, namely Clayton Olson and Jonathan Hamway, formed to consider and evaluate the Arrangement.

“Spinco” means Blade Resources Inc.

“Spinco Costs” means:

(i) the actual costs incurred relating to establishing Spinco and listing Spinco on the CSE, including regulatory and other filing fees and legal, accounting and technical consulting fees;

(ii) the actual costs incurred in connection with the Spinout; and

(iii) Taxes finally determined to be payable by Basin, Spinco and/or Spinco’s subsidiaries as a direct consequence of the Spinout, including, for greater certainty, any Taxes arising on the disposition of assets from Basin to Spinco.

“Spinco Obligations” means all obligations and liabilities of any type whatsoever (including contingent or absolute obligations, and future obligations) of Basin, including all Environmental Liabilities related to the Spinco Properties and the matters disclosed in Schedule 3.1(l) of the disclosure letter of Basin provided as part of the Arrangement Agreement, other than the Assumed Spinco Liabilities.

“Spinco Properties” means those properties listed in Schedule C to the Arrangement Agreement.

19 -
19

“Spinco Share” means a common share in the capital of Spinco.

“Spinco Shareholders” means shareholders of Spinco.

“Spinout” means the transfer or issuance of Spinco Shares pursuant to the Plan of Arrangement.

“Spinout Assets” means those assets listed in Schedule C and Schedule D to the Arrangement Agreement, being the assets to be held by Spinco following closing of the Arrangement, including the Spinco Properties and Nexus Gold Assets.

“Spinout Transfer Agreement” Means the agreement to be entered into between Basin or an affiliate of Basin and Spinco, pursuant to which Spinco will acquire the Spinco Properties.

“Subsidiary” means, in respect of a Party, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event of contingency) are at the time owned directly or indirectly by such Party and shall include any body corporate, partnership, joint venture, or other entity over which such Party exercises direction or control or which is in a like relation to a subsidiary.

“Superior Proposal” means a bona fide written Acquisition Proposal (i) that did not result from a breach of Section 6.1 or Section 6.2 of the Arrangement Agreement; (ii) that the Basin Board has determined in good faith (after receipt of advice from its external financial and legal advisors) is reasonably capable of being completed in accordance with its terms without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal; (iii) that is not subject to a financing condition and, if the consideration is being funded through borrowed monies, the funds necessary to complete the Acquisition Proposal have been demonstrated to be available to the reasonable satisfaction of the Basin Board acting in good faith; (iv) that is not subject to any due diligence and/or access condition; (v) that, in the case of an Acquisition Proposal to acquire all of the outstanding Basin Shares, is available to all of the Basin Shareholders (other than the person making the Acquisition Proposal and its affiliates) on the same terms and conditions; (vi) in respect of which the Basin Board has determined in good faith (after receipt of advice from its external financial and legal advisors) that: (A) failure to recommend such Acquisition Proposal to the Basin Shareholders would be inconsistent with its fiduciary duties under applicable Law, and (B) having regard for all of its terms and conditions, such Acquisition Proposal would, if consummated in

20 -

accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Basin Shareholders, from a financial point of view, than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by Nexus pursuant to the Arrangement Agreement); (vii) is not subject, either by the terms of the Acquisition Proposal or by virtue of any applicable Law, to any requirement that any approval of the shareholders of the person making the Acquisition Proposal be obtained; and (vii) Basin has sufficient financial resources available to pay or has made arrangements to pay any Termination Fee payable pursuant to and in accordance with the terms thereof.

“Tax” or “Taxes”

means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan or Quebec Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest, fines, penalties or additional amounts imposed with respect thereto, or in respect of any failure to comply with any requirement regarding any tax returns, by any Governmental Entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing.

“Tax Act”

means the Income Tax Act (Canada), and the regulations promulgated thereunder, as amended from time to time.

“Termination Fee”

means a payment in the amount of $500,000.

“TFSA”

has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment.”

“Transfer Agreements”

means the agreement entered into between Nexus and Spinco dated July 17, 2025 pursuant to which Spinco will acquire the Nexus Gold Assets in consideration for 2,000,000 Spinco Shares.

21 -

"United States" or "U.S." or "USA"
means, as the context required, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia.

"U.S. Investment Company Act"
means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

"U.S. Person"
means a “U.S. person”, as such term is defined in Regulation S under the U.S. Securities Act.

"U.S. Securities Act"
means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

"VIF"
has the meaning ascribed thereto under “General Proxy Information” – “Beneficial Shareholders”.

Basin Uranium

SUMMARY

The following is a summary of information related to the Arrangement, Basin, Nexus, and Spinco. This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular, including the Appendices which are incorporated into and form part of this Circular. Terms with initial capital letters in this summary are defined in the Glossary of Terms immediately preceding this summary.

The Meeting and Record Date

The Meeting will be held at the offices of McMillan LLP, 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, on September 4, 2025, commencing at 10:00 a.m. (Vancouver time). Only Basin Shareholders of record at the close of business on July 21, 2025 will be entitled to receive notice of and vote at the Meeting, or any adjournment or postponement thereof.

Purpose of the Meeting

At the Meeting, Basin Shareholders will be asked to consider and, if deemed advisable, to pass, the Arrangement Resolution approving the Arrangement between Basin, Nexus and Spinco. The full text of the Arrangement Resolution is set out in Appendix "B" to this Circular. In order to implement the Arrangement, the Arrangement Resolution must be approved, with or without amendment, by at least two-thirds of the votes cast in respect of the Arrangement Resolution by Basin Shareholders present in person or represented by proxy at the Meeting. See "The Arrangement — Approval of Arrangement Resolution".

Information Concerning Basin

Basin Uranium Corp. (formerly Black Shield Metals Corp.) is a company incorporated in British Columbia Canada. Basin is a reporting issuer in British Columbia, Alberta and Ontario. Basin's head office is located at 503-905 West Pender Street, Vancouver, British Columbia V6C 1L6 and its registered office is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7.

Basin is a Canadian junior exploration company focused on mineral exploration and development in the green energy sector. Basin has five advanced-stage uranium projects located in the United States, namely the Chord and Wolf Canyon projects in South Dakota, the South Pass and Great David Basin projects in Wyoming, and the Wray Mesa project in Utah. The Company also has the Mann Lake uranium project located in the Athabasca basin of Northern Saskatchewan, Canada. Basin Shares are listed on the CSE under the symbol "NCLR". See "Information Concerning Basin".

Information Concerning Nexus

23 -

Pender St., Vancouver, British Columbia, V6C 1L6. Nexus' registered and records office is located at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Nexus is a reporting issuer in the provinces of British Columbia, Alberta, and Ontario. Nexus' common shares are listed for trading on the CSE under the symbol "NEXU" and on the OTCQB under the symbol "GIDMF".

The unaudited pro forma consolidated financial statements of Nexus that give effect to the Plan of Arrangement are set forth in Appendix "N" to this Circular. See "Information Concerning Nexus".

Information Concerning Spinco

Spinco, a company existing under the laws of the Province of British Columbia, is currently a wholly-owned subsidiary of Basin that has been formed to acquire and hold the Spinout Assets. Spinco does not currently hold any material assets or operate any business. The registered and records office of Spinco is located at Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7. Upon completion of the Arrangement, Spinco expects that it will be a reporting issuer in British Columbia, Alberta and Ontario and will hold the Spinout Assets. An application will be made for listing of the Spinco Shares on the CSE. Listing of the Spinco Shares will be subject to meeting CSE initial listing requirements and there is no assurance such a listing will be obtained. See Appendix "E" - "Information Concerning Spinco".

The unaudited pro forma consolidated financial statements of Spinco that give effect to the Plan of Arrangement are set forth in Appendix "O" to this Circular.

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of arm's length negotiations between representatives of Basin and Nexus and their respective financial and legal advisors. A summary of the material events, meetings, negotiations and discussions between representatives of Basin and Nexus that preceded the execution and public announcement of the Arrangement Agreement on June 26, 2025 is included in this Circular under the heading "The Arrangement — Background to the Arrangement".

The Arrangement

Prior to the Effective Time, Nexus will have transferred the Nexus Gold Assets to Spinco in exchange for 2,000,000 Spinco Shares.

Under the Plan of Arrangement, commencing at the Effective Time, the following principal steps shall occur and shall be deemed to occur without any further authorization, act or formality, but in the order and with the timing set out in the Plan of Arrangement:

Transfer of Spinco Properties

(a) Basin will transfer, assign or grant all of the Spinco Properties to Spinco in accordance with the Spinout Transfer Agreement in consideration for 3,000,000 Spinco Shares, such that immediately after the foregoing issuance, Basin will hold 3,000,000 Spinco Shares.

24 -

Dissenting Basin Shareholders

Alteration of Share Structure

(c) The authorized share structure, the notice of articles and the articles of Basin shall be altered to: (i) change the designation of the existing Basin Shares to “Class A Shares”; and (ii) create a new class of common shares without par value (being the “New Basin Shares”), with an unlimited number of New Basin Shares as the authorized capital.

Reduction of Capital

(d) The capital of Basin in respect of the Basin Shares will be reduced, and deemed to be reduced pursuant to section 74 of the BCBCA, by an amount equal to the fair market value of the Spinco Shares held by Basin, and Basin will transfer and be deemed to have transferred all Spinco Shares held by it to the Basin Shareholders (other than Dissenting Basin Shareholders) on the basis of approximately one Spinco Share for each 0.11 Basin Shares held by such Basin Shareholders at the Effective Time.

Transfer of Basin Shares

Treatment of Basin Options and Basin Warrants

25 -

whole cent) equal to (A) the exercise price per Basin Share otherwise purchasable pursuant to such Basin Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio.

(i) For each Basin Warrant outstanding immediately prior to the Effective Time, for the period from the Effective Time until expiry of such Basin Warrants (in accordance with their respective terms), Nexus will assume all of the covenants and obligations of Basin under the Basin Warrants and in accordance with the terms and conditions of the applicable warrant indentures or certificates, as applicable, do all things necessary to provide for the application of the provisions set forth in such warrant indentures or certificates with respect to the rights and interest of the holders thereof, such that, upon exercise, a Basin Warrant will entitle the holder thereof to receive, in lieu of Basin Shares to which such holder was thereto entitled upon exercise and for the same consideration, the kind and aggregate number of Nexus Shares that such holder would have been entitled to receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of New Basin Shares to which such holder would have held had such holder exercised their Basin Warrants into Basin Shares prior to the Effective Time.

For additional information on the above steps, see “The Arrangement — Principal Steps of the Arrangement”.

Recommendation of the Basin Board

After careful consideration of, among other things, the Fairness Opinion, the recommendation of the Special Committee and the other factors set out below under the heading “Reasons for the Arrangement”, along with consultation with its financial and legal advisors, the Basin Board has determined that the Plan of Arrangement is fair to Basin Shareholders and is in the best interests of Basin. Accordingly, the Basin Board recommends that Basin Shareholder vote FOR the Arrangement Resolution.

Reasons for the Arrangement

The Basin Board has reviewed and considered an amount of information and considered a number of factors relating to the Arrangement with the benefit of advice from Basin’s senior management and its financial and legal advisors. The following is a summary of the principal reasons for the recommendation of the Basin Board that Basin Shareholders vote FOR the Arrangement Resolution:

(a) Continued Participation by Basin Shareholders in the Chord Project Through Nexus. Basin Shareholders, through their ownership of Nexus Shares, will continue to participate in the value creation associated with the exploration, development and operation of the Chord Project. Basin Shareholders will hold approximately 40% of the issued and outstanding Nexus Shares upon completion of the Arrangement.

26 -

former Basin Shareholders will hold 60% of the issued Spinco Shares upon completion of the Arrangement.

(c) Approval of the Special Committee. The Special Committee, composed of independent members of the Basin Board, approved the Arrangement.

(d) Fairness Opinion. Evans & Evans provided its opinion to the Basin Board to the effect that, as of July 21, 2025 and based upon and subject to the scope of the review, analysis undertaken and various assumptions, limitations and qualifications set out in the Fairness Opinion, the Nexus Shares to be received under the Arrangement is fair, from a financial point of view, to Basin Shareholders.

(e) Approval of Basin Shareholders and the Court are Required. The fact that the Arrangement Resolution must be approved by at least 66⅔% of the votes cast on the Arrangement Resolution by Basin Shareholders present in person or by proxy and are entitled to have their votes counted, via proxy at the Meeting. The Basin Board also considered the fact that the Arrangement must also be approved by the Court, which will consider the substantive and procedural fairness of the Arrangement to all Basin Shareholders.

(f) Likelihood of the Arrangement Being Completed. The likelihood of the Arrangement being completed is considered to be high, in light of the experience, reputation and financial capability of Nexus and the absence of significant closing conditions, other than the Basin Shareholder Approval and the approval by the Court of the Arrangement, the exercise by no more than 5% of the Basin Shareholders of their Dissent Rights, and other customary closing conditions.

(g) Superior Proposals. The terms of the Arrangement Agreement allow the Basin Board to respond, in accordance with its fiduciary duties, to an unsolicited Acquisition Proposal that would be reasonably likely, if consummated in accordance with its terms, to be a Superior Proposal. The Basin Board received advice from its financial and legal advisors that the deal protection terms including the Termination Fee, and circumstances for payment of the Termination Fee, are within the ranges typical in the market for similar transactions and are not a significant deterrent to potential Superior Proposals.

(h) Dissent Rights. Any Registered Basin Shareholder who opposes the Arrangement may, on strict compliance with certain conditions, exercise its Dissent Rights and receive the fair value of the Dissent Shares in accordance with the Arrangement.

(i) Lock-up Agreements. Certain shareholders of Basin have entered into the Lock-up Agreements pursuant to which they agreed to vote in favour of the Arrangement. As of the Record Date, such shareholders of Basin held approximately 6.32% of the outstanding Basin Shares.

See “Cautionary Note Regarding Forward-Looking Statements and Risks” and “The Arrangement – Reasons for the Arrangement.”

27 -

Recommendation of the Special Committee

Following advice from legal counsel, and after considering the terms of the Arrangement, the Special Committee unanimously determined to recommend to the Basin Board that the Arrangement is in the best interests of Basin, and that the Basin Board approve the Arrangement Agreement and the Arrangement and recommend to the Basin Shareholders that they vote in favour of the Arrangement Resolution.

Fairness Opinion

Evans & Evans was engaged by the Basin Board to provide a written opinion, dated July 21, 2025 to the Basin Board as to the fairness of the Arrangement, from a financial point of view, to Basin Shareholders. Evans & Evans rendered its opinion that, as of the date of the Fairness Opinion, based upon and subject to the various considerations set forth in the Fairness Opinion, the full text of which is attached as Appendix “C” to this Circular, including the scope of review, limitations and assumptions, the proposed Arrangement is fair, from a financial point of view, to the holders of Basin Shares. Basin Shareholders are urged to, and should, read the Fairness Opinion in its entirety. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. See “The Arrangement – Fairness Opinion”.

Evans & Evans has consented to the inclusion in this Circular of the Fairness Opinion in its entirety, together with the summary herein and other information relating to Evans & Evans and the Fairness Opinion. The Fairness Opinion addresses only the fairness, from a financial point of view, of the consideration to be received by the Basin Shareholders pursuant to the Arrangement and does not, and should not, be construed as a valuation of Basin, Nexus or Spinco (or any of their affiliates) or their respective assets, liabilities or securities or as a recommendation to any Basin Shareholder as to how to vote with respect to the Arrangement or any other matter at the Meeting.

Lock-up Agreements

Nexus entered into Lock-up Agreements with certain Basin Shareholders prior to the Record Date. The Lock-up Agreements set forth, among other things, the agreement of such Basin Shareholders to vote their Basin Shares in favour of the Arrangement. As of the Record Date, 1,669,377 of the outstanding Basin Shares were subject to the Lock-up Agreements, representing approximately 6.32% of the outstanding Basin Shares.

Nexus has confirmed to Basin that neither Nexus nor any of its affiliates held any Basin Shares (or securities convertible into Basin Shares) as at the Record Date.

See “The Arrangement – Lock-up Agreement”.

Court Approval

The Arrangement requires Court approval under the BCBCA. Prior to the mailing of this Circular, Basin obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. Following receipt of Basin Shareholder Approval, Basin intends to make application to the Court for the Final Order at 10:00 a.m. (Vancouver time),

28 -

or as soon thereafter as counsel may be heard, on September 9, 2025 at the Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. In deciding whether to grant the Final Order, the Court will consider, among other things, the fairness of the Arrangement to Basin Shareholders and Basin Optionholders.

Any Basin Shareholder or Basin Optionholder who wishes to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition no later than 5:00 p.m. (Vancouver time) on August 29, 2025 along with any other documents required in the form prescribed by the Supreme Court Civil Rules with the Court, and deliver a copy of the filed response together with a copy of all materials on which such Basin Shareholder or interest Party intends to rely at the hearing of the petition, including an outline of such person’s proposed submission, to Basin c/o McMillan LLP, PO Box 11117, Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7, Attn: Arman Farahani. Such persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned then, subject to further order of the Court, only those persons having previously filed and served a notice of appearance will be given notice of the adjournment.

The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit.

The Court will be advised, prior to the hearing, that the Court’s approval of the Arrangement (including the fairness thereof) will form a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the Nexus Shares and the Spinco Shares to be received by Basin Shareholders in exchange for their Basin Shares pursuant to the Arrangement, and with respect to the Replacement Options to be received by Basin Optionholders in exchange for their Basin Options pursuant to the Arrangement. See “The Arrangement – Court Approval of the Arrangement”.

Basin Shareholder Approval

The approval of the Arrangement Resolution will require the affirmative vote of at least 66⅔% of the votes cast by Basin Shareholders present in person or by proxy at the Meeting. Should Basin Shareholders fail to approve the Arrangement Resolution by the requisite majorities, the Arrangement will not be completed. See “The Arrangement – Approval of Arrangement Resolution”.

Conditions to the Arrangement

Completion of the Arrangement is subject to, among other things, the receipt of required approvals of the Court and the Basin Shareholders. Completion of the Arrangement is anticipated to occur in September 2025; however, it is possible that completion may be delayed beyond this date if the conditions to completion of the Arrangement cannot be met on a timely basis.

See “The Arrangement – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”.

29 -

Procedure for Exchange of Basin Shares

Endeavor Trust Corporation is acting as Depositary under the Arrangement. The Depositary will receive deposits of certificates representing Basin Shares and an accompanying Letter of Transmittal, at the office specified in the Letter of Transmittal and will be responsible for delivering share certificates representing Nexus Shares to which former Basin Shareholders are entitled to under the Arrangement. The Depositary will also coordinate with Spinco’s transfer agent, if different than the Depositary, to deliver share certificates representing Spinco Shares to which former Basin Shareholders are entitled to under the Arrangement.

At the time of sending this Circular to each Basin Shareholder, Basin is also sending the Letter of Transmittal to each Registered Basin Shareholder. The Letter of Transmittal is for use by Registered Basin Shareholders only and is not to be used by Beneficial Shareholders. Beneficial Shareholders should contact their broker or other intermediary for instructions and assistance in receiving the Spinco Shares and Nexus Shares in respect of their Basin Shares.

The Letter of Transmittal contains instructions with respect to the deposit of certificates representing Basin Shares with the Depositary in order to receive certificates representing Nexus Shares and Spinco Shares to which they are entitled under the Arrangement. Following the Effective Date upon return of a properly completed Letter of Transmittal, together with share certificates representing Basin Shares and such other documents as the Depositary may require, share certificates for the appropriate number of Nexus Shares and Spinco Shares to which the former Basin Shareholder is entitled under the Arrangement, will be sent to the former Basin Shareholder in accordance with the instructions in the Letter of Transmittal.

A Registered Basin Shareholder must deliver to the Depositary at the office listed in the Letter of Transmittal:

(a) the physical certificate(s) representing their Basin Shares;

(b) a Letter of Transmittal in the form provided with this Circular, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and

Registered Basin Shareholders holding their shares through a DRS statement will not be required to deposit their DRS statement in order to receive Consideration. Except as otherwise provided in the instructions to the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a person other than the registered holder of the share certificate(s) deposited therewith, the share certificate(s) must be endorsed or be accompanied by an appropriate securities transfer power of attorney, duly and properly completed by the registered holder, with the signature on the endorsement panel, or securities transfer power of attorney guaranteed by an Eligible Institution.

No fractional Nexus Shares or Spinco Shares shall be issued to any former Basin Shareholder. The number of Nexus Shares to be issued to a former Basin Shareholder, or to a former Basin

30 -

Optionholder on the exercise of Replacement Options, shall be rounded down to the nearest whole Nexus Share and such former Basin Shareholder, or former Basin Optionholder on the exercise of Replacement Option shall not be entitled to any compensation in respect of such fractional Nexus Share. The number of Spinco Shares to be issued to a former Basin Shareholder shall be rounded down to the nearest whole Spinco Share and such former Basin Shareholder shall not be entitled to any compensation in respect of such fractional Spinco Share.

See “The Arrangement – Procedure for Exchange of Basin Shares”.

Regulatory Law Matters and Securities Law Matters

Nexus Shares are listed on the CSE and it is a condition of the Arrangement that the Nexus Shares to be issued or issuable in connection with the Arrangement are conditionally listed on the CSE.

Canadian Securities Law Matters

Basin is a reporting issuer in British Columbia, Ontario and Alberta. The Basin Shares currently trade on the CSE. After the Arrangement, Basin will be a wholly-owned subsidiary of Nexus, the Basin Shares will be delisted from the CSE (delisting is anticipated to be effective two or three Business Days following the Effective Date) and Nexus expects to apply to the applicable Canadian securities regulators to have Basin cease to be a reporting issuer.

Upon completion of the Arrangement, Spinco expects that it will be a reporting issuer in British Columbia, Ontario and Alberta. Application will be made for the listing of the Spinco Shares on the CSE. Any listing will be subject to meeting the initial listing requirements of the CSE. There can be no assurance as to if, or when, the Spinco Shares will be listed or traded on the CSE or any other stock exchange. It is not a condition of the Arrangement that the CSE shall have approved the listing of the Spinco Shares on the CSE. As the Spinco Shares are not listed on a stock exchange, unless and until such a listing is obtained, holders of Spinco Shares may not have a market for their shares.

The distribution of the Nexus Shares and Spinco Shares pursuant to the Arrangement will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian securities legislation and is exempt from or otherwise is not subject to the registration requirements under applicable securities legislation. The Nexus Shares and Spinco Shares received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities, (ii) no unusual effort is made to prepare the market or to create a demand for the Nexus Shares or the Spinco Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of Nexus or Spinco, as the case may be, the selling security holder has no reasonable grounds to believe that Nexus or Spinco, as the case may be, is in default of applicable Canadian securities laws.

Each Basin Shareholder is urged to consult his or her professional advisors to determine the Canadian conditions and restrictions applicable to trades in Nexus Shares and Spinco Shares.

See “The Arrangement – Regulatory Law Matters and Securities Law Matters”.

31 -

United States Securities Law Matters

The solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the Exchange Act. Accordingly, the solicitation of proxies and transactions contemplated herein are being made in accordance with Canadian corporate and securities laws. Basin Shareholders should be aware that requirements under such Canadian laws may differ from requirements of the United States applicable to registration statements under the U.S. Securities Act and to proxy statements under the Exchange Act. The financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS and thus may not be comparable to financial statements and financial information of United States companies.

NEITHER THE NEXUS SHARES NOR THE SPINCO SHARES TO WHICH BASIN SHAREHOLDERS WILL BE ENTITLED TO PURSUANT TO THE ARRANGEMENT AND THE REPLACEMENT OPTIONS TO WHICH BASIN OPTIONHOLDERS WILL BE ENTITLED TO PURSUANT TO THE ARRANGEMENT HAVE BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

See "The Arrangement – Regulatory Law Matters and Securities Law Matters".

Dissent Rights

Registered Basin Shareholders have dissent rights as to the Arrangement Resolution.

Pursuant to the Interim Order, each Registered Basin Shareholder will have the right to dissent and, if the Arrangement becomes effective, to have such holder's Basin Shares cancelled in exchange for a cash payment from Nexus equal to the fair value of such holder's Basin Shares as

32 -
of the close of business on the business day immediately preceding the day of the Meeting in accordance with the provisions of the Interim Order. In order to validly dissent, any such Registered Basin Shareholder must not vote any Basin Shares in respect of which Dissent Rights have been exercised in favour of the Arrangement Resolution, must provide Basin with a Dissent Notice by 4:00 p.m. (Vancouver Time) on September 2, 2025, or two Business prior to any adjournment or postponement of the Meeting, and must otherwise comply with the Dissent Procedures provided in the Interim Order. A Beneficial Shareholder who wishes to exercise Dissent Rights must arrange for the Registered Basin Shareholder(s) holding its Basin Shares to deliver the Dissent Notice. See “The Arrangement – Dissent Rights.”

If a Dissenting Basin Shareholder fails to strictly comply with the requirements the Dissent Rights as set out under the Interim Order, the BCBCA and the Plan of Arrangement, such holder will lose its Dissent Rights. The Dissent Rights are set out in their entirety in the Interim Order, the text of which is set out in Appendix “F” to this Circular.

It is a condition of the Arrangement that holders of no more than 5% of Basin Shares shall have exercised Dissent Rights (and not withdrawn such exercise).

Non-Solicitation of Acquisition Proposals

Pursuant to the Arrangement Agreement, Basin has agreed not to solicit, initiate, encourage or facilitate any Acquisition Proposals. However, the Basin Board does have the right to consider and accept a Superior Proposal under certain conditions. Nexus has the right to match any Acquisition Proposal that the Basin Board has determined is, or is reasonably likely to be or lead to, a Superior Proposal in accordance with the Arrangement Agreement. If Basin accepts a Superior Proposal or if Nexus declines to match any Superior Proposal and terminates the Arrangement Agreement, Basin must pay Nexus the Termination Fee of $500,000.

See “The Arrangement – The Arrangement Agreement – Covenants of Basin – Non-Solicitation Covenant”.

Termination of Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances many of which lead to payment by Basin to Nexus of the Termination Fee. The Termination Fee is payable if (i) the Basin Board withdraws its recommendation of the Arrangement Agreement or modifies its recommendation in a manner that is adverse to Nexus; (ii) the Basin Board recommends or approves an Acquisition Proposal; (iii) Basin breaches its obligations or covenants of non-solicitation and right to match in favour of Nexus; (iv) Basin Shareholder Approval is not obtained at the Meeting; or (v) the Effective Time has not occurred by the Outside Date.

See “The Arrangement – The Arrangement Agreement – Termination”.

Cancellation of Rights After Six Years

Any certificate which immediately prior to the Effective Time represented outstanding Basin Shares and which has not been surrendered, with all other documents required by the Depository,

on or before the date that is six years after the Effective Date, will cease to represent any claim against or interest of any kind or nature in Basin, Nexus or Spinco. Accordingly, former Basin Shareholders who deposit with the Depositary certificates representing Basin Shares after the sixth anniversary of the Effective Date will not receive Nexus Shares, Spinco Shares or any other consideration in exchange therefor and will not own any interest in Basin, Nexus or Spinco, and will not be paid any compensation.

Income Tax Considerations

Summary of Certain Canadian Income Tax Considerations

Resident Shareholders will generally be deemed for purposes of the Tax Act to receive a dividend from Basin on the exchange of Basin Shares for Basin Class A Shares and Spinco Shares, to the extent that the fair market value of the Spinco Shares received by the Resident Shareholder exceeds the paid-up capital (as determined for the purposes of the Tax Act) attributable, on a pro rata basis, to the Basin Shares exchanged. The cost of the Basin Class A Shares will be deemed to be equal to the amount, if any, by which the adjusted cost base of the Basin Shares exceeds the fair market value of the Spinco Shares received.

On the exchange of Basin Shares for Basin Class A Shares and Spinco Shares, a capital gain (or capital loss) may also be realized by a Resident Shareholder equal to the amount by which (a) the aggregate of the cost of the Spinco Shares and of the Basin Class A Shares received less the amount of any dividend deemed to be received on the exchange exceeds (or is less than) (b) the aggregate of the adjusted cost base of the Basin Shares exchanged and any reasonable costs of disposition.

Basin Shareholders who are Eligible Shareholders and who make a valid tax election with Nexus may defer all or part of the Canadian income tax on any capital gain that would otherwise arise on an exchange of their Basin Class A Shares for Nexus Shares and cash under the Arrangement. A Basin Shareholder who does not make a valid tax election or is not an Eligible Shareholder will realize a capital gain (or capital loss).

As set out above, if the aggregate fair market value of the Spinco Shares, at the time they are distributed on the exchange of Basin Shares for Basin Class A Shares and Spinco Shares, exceeds the aggregate paid-up capital of the Basin Shares, a dividend will be deemed to be paid by Basin to Non-Resident Shareholders which will be subject to Canadian withholding tax. Basin, Nexus, the Depositary and any relevant intermediary, may sell Spinco Shares on behalf of a Basin Shareholder who is subject to this withholding, in order to meet Basin's withholding tax obligations (including any applicable interest and penalties) arising as a result of any deemed dividend.

Non-Resident Shareholders of Basin Shares will generally not be taxable in Canada with respect to any capital gains generated on the disposition of Basin Shares and Basin Class A Shares pursuant to the Arrangement so long as such shares do not constitute "taxable Canadian property" as defined in the Tax Act.

A summary of certain Canadian federal income tax considerations in respect of the proposed Arrangement is included under "Certain Canadian Federal Income Tax Considerations" and the foregoing is qualified in full by the information in such section.

33 -

34 -

No Opinion, Advice or Representation as to U.S. Federal Income Tax Consequences

No opinion, advice or representation is being provided herein with respect to the U.S. federal income tax consequences of the Arrangement to Basin Shareholders or Basin Optionholders. This Circular has not been prepared to address the tax consequences under any U.S. Federal, State, local or non-U.S. tax laws, and Basin Shareholders and Basin Optionholders who are residents in, or subject to tax in, the United States are urged to consult their own tax advisors regarding the U.S. tax consequences applicable to their particular circumstances.

Risk Factors

Basin Shareholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having a Material Adverse Effect on Basin; (ii) there can be no certainty that all conditions precedent to the Arrangement will be satisfied; (iii) Basin will incur costs even if the Arrangement is not completed, and also may be required to pay the Termination Fee to Nexus; (iv) Completion of the Arrangement is uncertain and Basin is restricted from taking specific actions while the Arrangement is pending; (v) Basin’s directors and executive officers may have interests in the Arrangement different from Basin Shareholders; (vi) another attractive business combination may not be available; (vii) Basin and Nexus may be the targets of legal claims, securities class actions, derivative lawsuits and other claims; (viii) there are restrictions on Basin’s ability to solicit Acquisition Proposals; (ix) tax consequences of the Arrangement; (x) Basin Shareholders will receive a fixed number of Nexus Shares based on a fixed exchange ratio that was determined more than two months before the date of the Meeting and due to share price movement since then, the price of Nexus Shares relative to Basin Shares may have changed from the time when the exchange ratio was agreed; (xi) the market price for Basin Shares may decline if the Arrangement is not completed; and (xii) there is no guarantee that the Spinco Shares will be listed on the CSE or that a market for such shares will develop and as such the Spinco Shares may not be qualified investments under the Tax Act for a Registered Plan.

For more information see “The Arrangement - Risks Associated with the Arrangement”. Additional risks and uncertainties, including those currently unknown or considered immaterial by Basin, may also adversely affect the Basin Shares, the Nexus Shares, the Spinco Shares, and/or the businesses of Basin, Nexus, and Spinco following the Arrangement. In addition to the risk factors relating to the Arrangement set out in this Circular, Basin Shareholders should also carefully consider the risk factors associated with the businesses of Basin, Nexus, and Spinco included in this Circular, including the documents incorporated by reference therein. See “The Arrangement - Risks Associated with the Arrangement”, “Information Concerning Basin”, Appendix “D” - “Information Concerning Nexus - Risk Factors” and Appendix “E” - “Information Concerning Spinco - Risk Factors”, for a description of these risks.

35 -
35

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of Basin for use at the Meeting, to be held on September 4, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company.

How a Vote is Passed

At the Meeting, Basin Shareholders will be asked, among other things, to consider and to vote to approve the Arrangement Resolution approving the Arrangement. To be effective, the Arrangement must be approved by a resolution passed by not less than two-thirds of the votes cast by Basin Shareholders voting in person or by proxy at the Meeting.

Who can Vote?

If you are a Registered Basin Shareholder as at July 21, 2025, you are entitled to attend at the Meeting and cast a vote for each Basin Share registered in your name on the Arrangement Resolution. If the Basin Shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer’s authority should be presented at the Meeting. If you are a Registered Basin Shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions. If your Basin Shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “Beneficial Shareholders” set out below.

It is important that your Basin Shares be represented at the Meeting regardless of the number of Basin Shares you hold. If you will not be attending the Meeting in person, we encourage you to complete, date, sign and return your form of proxy as soon as possible so that your Basin Shares will be represented.

Appointment of Proxyholders

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder at the Meeting. You can appoint the persons named in the enclosed form of proxy, who are officers/directors of Basin. Alternatively, you can appoint any other person to attend the Meeting as your proxyholder. Regardless of who you appoint as your proxyholder, you can either instruct that appointee how you want to vote or you can let your appointee decide for you. You can do this by completing a form of proxy.

(Vancouver time) on September 2, 2025, or email a copy of the fully signed proxy to Odyssey at [email protected] at least forty-eight hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Please do this as soon as possible. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy but will ensure that your vote will be counted if you are unable to attend.

What is a Proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a Proxyholder

The persons named in the enclosed form of proxy are officers/directors of Basin. A Basin Shareholder who wishes to appoint some other person to represent such Basin Shareholder at the Meeting may do so by crossing out the name on the form of proxy and inserting the name of the person proposed in the blank space provided in the enclosed form of proxy. Such other person need not be a Basin Shareholder. To vote your Basin Shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are directors and officers of Basin.

Instructing your Proxy and Exercise of Discretion by your Proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your Basin Shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your Basin Shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares or options as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote FOR the Arrangement Resolution.

Further details about these matters are set out in this Circular. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Circular, the management of Basin is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

36 -

37 -

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Basin Shareholder who has given a proxy may revoke it by:

executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Basin Shareholder or the Registered Basin Shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by emailing the proxy bearing a later date to Odyssey at [email protected] at any time up 10:00 a.m. (Vancouver time) on Monday, September 2, 2025 or, if the Meeting is adjourned or postponed, the last business day that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
personally attending the Meeting and voting the Registered Basin Shareholder’s Basin Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Beneficial Shareholders

The following information is of significant importance to Basin Shareholders who do not hold Basin Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Basin Shareholders (those whose names appear on the records of the Company as the registered holders of Basin Shares) or as set out in the following disclosure.

If Basin Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Basin Shares will not be registered in the shareholder’s name on the records of the Company. Such Basin Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Basin Shares are registered 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), and in the United States, 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).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Basin Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Basin Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Basin Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a voting instruction form (a “VIF”) in lieu of a proxy provided by the Company. The VIF will name the same persons as Basin’s proxy to represent your Basin Shares at the Meeting. You have the right to appoint a person

38 -
(who need not be a Beneficial Shareholder of Basin), other than any of the persons designated in the VIF to represent your Basin Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you), in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Basin Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge's instructions, well in advance of the Meeting in order to have the Basin Shares voted at the Meeting, or to have an alternate representative duly appointed to attend the Meeting and vote your Basin Shares.

Voting Securities and Principal Holders

The authorized voting share capital of Basin consists of an unlimited number of Basin Shares. Each holder of Basin Shares is entitled to one vote for each Basin Share registered in his or her name as of the close of business on July 21, 2025, the date fixed by the directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting.

At the close of business on the Record Date, there were 27,300,679 Basin Shares outstanding. To the knowledge of Basin's directors and officers, no persons or companies beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all Basin Shares.

Nexus has confirmed to Basin that neither Nexus nor any of its affiliates held any Basin Shares (or securities convertible into Basin Shares) as at the Record Date.

THE ARRANGEMENT

At the Meeting, Basin Shareholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Arrangement under the BCBCA pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete, and is qualified in its entirety by reference to the Arrangement Agreement, which has been filed by Basin under its profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement, which is attached to this Circular as Appendix "A".

In order to implement the Arrangement, the Arrangement Resolution must be approved by not less than two-thirds of the votes cast by the Basin Shareholders present in person or by proxy at the Meeting. A copy of the Arrangement Resolution is set out in Appendix "B" of this Circular.

Unless otherwise directed, it is management's intention to vote FOR the Arrangement Resolution. If you do not specify how you want your Basin Shares voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Arrangement is approved at the Meeting and the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are

satisfied or waived, the Arrangement will take effect commencing at the Effective Time (which will be at 12:01 a.m. (Vancouver time)) on the Effective Date.

Prior to the Effective Time, Nexus shall have transferred certain assets as set forth in Schedule A to the Plan of Arrangement to Spinco in exchange for 2,000,000 Spinco Shares.

Principal Steps of the Arrangement

Transfer of Spinco Properties

(a) Basin will transfer, assign or grant all of the Spinco Properties to Spinco in accordance with the Spinout Transfer Agreement in consideration for 3,000,000 Spinco Shares, such that immediately after the forgoing issuance, Basin will hold 3,000,000 Spinco Shares.

Dissenting Basin Shareholders

(b) Each Basin Share held by a Dissenting Basin Shareholder shall be deemed to be transferred by such Dissenting Basin Shareholder (free and clear of all Liens) to Basin in consideration for a debt claim against Basin, and: (i) each such Dissenting Basin Shareholder shall cease to be the holder of such Basin Shares and shall cease to have any rights as a holder of such Basin Shares, other than the right to be paid the amount determined in the Plan of Arrangement for such Basin Shares; (ii) each such Dissenting Basin Shareholder's name shall be removed as the holder of such Basin Shares from the register of Basin Shares maintained by or on behalf of Basin; and (iii) such Basin Shares shall be cancelled in the register of Basin Shares maintained by or on behalf of Basin.

Alteration of Share Structure

(c) The authorized share structure, the notice of articles and the articles of Basin shall be altered to: (i) change the designation of the existing Basin Shares to "Class A Shares" and, for greater certainty, Basin's central securities register for the Basin Shares shall be deemed to be the central securities register for the Class A Shares; and (ii) create a new class of common shares without par value (being the "New Basin Shares"), with an unlimited number of New Basin Shares as the authorized capital, with no special rights or restrictions attached thereto.

Reduction of Capital

39 -

40 -

Spinco Shares to the Basin Shareholders (other than Dissenting Basin Shareholders) will be deemed to be full payment of such reduction of capital, and for greater certainty, Basin shall be deemed not to be the holder thereafter of any such Spinco Shares and the appropriate entries shall be made in the central securities register of Spinco, all with the intent that such reduction of capital be made in the course of the reorganization of the capital of Basin contemplated herein to which section 86 of the Tax Act applies and in accordance with the reorganization of the business of Basin contemplated herein to which subsection 84(2) of the Tax Act applies, and (i) each recipient of Spinco Shares transferred shall be deemed to be the holder of the number of Spinco Shares so transferred to such recipient; and (ii) the name of each such recipient shall be entered on the central securities register of Spinco as the holder of the number of the Spinco Shares so transferred to such recipient;

Transfer of Basin Shares

(e) Each Basin Share issued and outstanding immediately prior to the Effective Time (other than Basin Shares held by Dissenting Basin Shareholders) will be exchanged, and deemed to be exchanged (without any action on the part of the Basin Shareholder) for one New Basin Share, and no other consideration will be received or receivable therefor by any holder of the Basin Shares, with the intent that such exchange is a fully tax-deferred rollover pursuant to subsection 86(1) of the Tax Act, and: (i) each Basin Shareholder, other than Dissenting Basin Shareholders, shall be deemed to cease to be the holder of any Basin Shares, shall cease to have any rights with respect to such Basin Shares and shall be deemed to be the holder of the number of New Basin Shares issued to such Basin Shareholder; (ii) the name of each Basin Shareholder shall be removed from the central securities register of Basin as the holder of the Basin Shares so exchanged and shall be added to the central securities register of Basin as the holder of the New Basin Shares so issued to such Basin Shareholder; (iii) each holder of the Basin Shares, other than Dissenting Basin Shareholders, shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Basin Shares as described above; and (iv) the Basin Shares shall be deemed to have been cancelled and the appropriate entries shall be made in Basin’s central securities register.

(f) For greater certainty, the aggregate capital of the New Basin Shares for the purposes of the BCBCA, as of the Effective Time, will equal the capital of the Basin Shares immediately before the exchange contemplated above, computed after deducting the reduction in capital, and on or as soon as practicable after the Effective Date, Basin’s notice of articles and articles shall be altered to cancel the Basin Shares (then designated as “Class A Shares”), none of which will be issued and outstanding at such time.

(g) Each New Basin Share outstanding immediately following the exchange shall be transferred (free and clear of all Liens) by the holders thereof to Nexus and: (i) Nexus shall be obligated to issue and deliver to each such holder the applicable number of Nexus Shares equal to the holder’s number of New Basin Shares multiplied by the Exchange Ratio, for greater certainty and notwithstanding anything contained herein, no more than an aggregate of 30,000,000 Nexus Shares will be issuable, on a pro rata basis, to holders of New Basin Shares pursuant to the Plan of Arrangement; (ii) each such holder shall cease to be the

41 -

holder of such New Basin Shares and shall cease to have any rights as a holder of such New Basin Shares, other than the right to receive (A) the Nexus Shares in exchange for such New Basin Shares, and (B) any dividends or other distributions payable in respect of the Nexus Shares, and, in each case less any amounts required to be withheld; (iii) each such holder's name shall be removed as the holder of such New Basin Shares from the register of New Basin Shares maintained by or on behalf of Basin; and (iv) Nexus shall be deemed to be the holder of such New Basin Shares (free and clear of any Liens) and shall be entered as the holder of such New Basin Shares in the register of New Basin Shares maintained by or on behalf of Basin.

Treatment of Basin Options and Basin Warrants

(h) Each Basin Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, will cease to represent an option or other right to acquire Basin Shares, and shall be exchanged in accordance with the Plan of Arrangement for a Replacement Option to purchase from Nexus the number of Nexus Shares (rounded down to the nearest whole number) equal to: (i) the Exchange Ratio multiplied by (ii) the number of Basin Shares subject to such Basin Option immediately prior to the Effective Time, at an exercise price per Nexus Share (rounded up to the nearest whole cent) equal to (A) the exercise price per Basin Share otherwise purchasable pursuant to such Basin Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. All terms and conditions of such Replacement Option, including the term to expiry and conditions to and manner of exercising, will be the same as the Basin Option so exchanged and shall be governed by the terms of the Nexus Omnibus Plan, and any document evidencing a Basin Option shall thereafter evidence and be deemed to evidence such Replacement Option; provided that, it is intended that the provisions of subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial Tax legislation) shall apply to such exchange of Basin Options for Replacement Options. Notwithstanding the foregoing, in the event that the In-The-Money Amount in respect of a Replacement Option exceeds the In-The-Money Amount in respect of the Basin Option, the exercise price per Nexus Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the In-The-Money Amount in respect of the Replacement Option does not exceed the In-The-Money Amount in respect of the Basin Option, as the case may be.

(i) For each Basin Warrant outstanding immediately prior to the Effective Time, for the period from the Effective Time until expiry of such Basin Warrants (in accordance with their respective terms), Nexus will assume all of the covenants and obligations of Basin under the Basin Warrants and in accordance with the terms and conditions of the applicable warrant indentures or certificates, as applicable, do all things necessary to provide for the application of the provisions set forth in such warrant indentures or certificates with respect to the rights and interest of the holders thereof, such that, upon exercise, a Basin Warrant will entitle the holder thereof to receive, in lieu of Basin Shares to which such holder was theretofore entitled upon exercise and for the same consideration, the kind and aggregate number of Nexus Shares that such holder would have been entitled to receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of New Basin Shares to which such holder would have held had such holder

42 -

exercised their Basin Warrants into Basin Shares prior to the Effective Time, and the Basin Warrants will otherwise be valid and binding obligations of Nexus, entitling the holders thereof, as against Nexus, to all the rights of such holders as set out in their respective warrant indentures or certificates, as the case may be.

Background to the Arrangement

The execution of the Arrangement Agreement was the result of the arm’s length negotiations among representatives and legal advisors of Basin and Nexus. The following is a summary of the material events which led to the negotiations of the Arrangement Agreement and the meetings, negotiations, discussions and actions between the Parties that preceded the execution and public announcement of the Arrangement Agreement.

The Basin Board and senior management of Basin regularly consider and investigate opportunities to enhance value for Basin Shareholders in the context of their fiduciary obligations. Those opportunities included the possibility of strategic equity financings with various industry participants, strategic transactions with various industry participants and numerous discussions with potential partners for the various properties in the Basin portfolio. As a part of this process, Basin held various discussions regarding potential transactions to maximize shareholder value.

Between January and April 2025, in furtherance of the ongoing considerations of strategic options available to Basin, Basin continued concerted efforts to identify a potential strategic partner but none of the parties that Basin had been in contact with (other than Nexus) expressed any meaningful interest in pursuing a strategic transaction at that time. During this time, members of Basin’s management and representatives of Nexus had several calls to discuss a potential transaction based on a shared view of strong strategic alignment between the Parties.

On May 23, 2025, management from Basin and Nexus, and their respective external legal advisors met on a conference call to discuss the potential terms of an arrangement between Nexus and Basin.

From May 24, 2025 onwards, the external legal advisors to Basin and Nexus completed various due diligence inquiries relating to both companies.

On June 6, 2025, the external legal advisors to Nexus delivered the first drafts of the Arrangement Agreement and the Lock-up Agreements.

On June 19, 2025, the Basin Board established the Special Committee with a mandate to, among other things, review and consider the proposed arrangement with Nexus, to examine and review, from the point of view of the best interests of Basin, the merits and fairness of the proposed transaction and to make recommendations to the Basin Board in respect thereof. Following the meeting, and after considering offers of services from various parties, at the direction of the Special Committee, members of Basin’s senior management contacted Evans & Evans to act as the Special Committee’s fairness advisor in connection with the potential arrangement with Nexus. Evans & Evans confirmed that it was “independent” of all interested parties and that it was free of any conflicts of interest. Evans & Evans was engaged by the Special Committee.

43 -

From June 6 to June 25, 2025, Basin’s management and legal counsel, in consultation with their counterparts at Nexus, engaged in detailed negotiations and exchanged drafts of the Arrangement Agreement, Lock-up Agreements, and ancillary documents. During this period, the Special Committee held a number of meetings to review the progress of negotiations and provide guidance to management.

On June 19, 2025, the Special Committee, together with Basin’s senior management, reviewed the terms of the proposed agreements. The opinion of Evans & Evans was agreed to be a condition of closing of the Arrangement.

After reviewing the substantially final form of the Arrangement Agreement, the Lock-up Agreements and ancillary documents, the Special Committee met to discuss, in detail, the potential benefits and risks of the proposed Arrangement to Basin. Following further deliberations, a Special Committee resolution was circulated later that day and subsequently signed on June 25, 2025, unanimously recommending that the Board approve the Arrangement and the Arrangement Agreement.

Later on June 25, 2025, following extensive review and discussion of the proposed transaction by the Basin Board, including the reasons and risks noted under the “The Arrangement - Reasons for the Arrangement”, and after consulting with Basin’s legal advisor, the Fairness Advisor and the Special Committee and, in particular, the Basin Board determined, among other things: (i) that the Arrangement is in the best interests of Basin (taking into account the interests of all affected stakeholders); (ii) that the Arrangement and the Arrangement Agreement are fair, from a financial point of view, to the Basin Shareholders; and (iii) to recommend that Basin Shareholders vote in favour of the Arrangement Resolution. The Basin Board also approved Basin entering into the Arrangement Agreement and related matters.

A news release regarding the Arrangement, the entering into of the Arrangement Agreement and related matters was issued by Basin prior to the open of market on June 26, 2025.

Recommendation of the Basin Board

After careful consideration of, among other things, the Fairness Opinion, the recommendation of the Special Committee, and the other factors set out below under the heading “The Arrangement - Reasons for the Arrangement”, along with consultation with its financial and legal advisors, the Basin Board has determined that the Plan of Arrangement is fair to Basin Shareholders and is in the best interests of Basin. Accordingly, the Basin Board recommends that Basin Shareholder vote FOR the Arrangement Resolution.

Directors and officers of Basin who currently hold Basin Shares intend to vote all of their Basin Shares in favour of the Arrangement Resolution, subject to the terms of the Arrangement Agreement.

Reasons for the Arrangement

44 -

recommendation of the Basin Board that Basin Shareholders vote FOR the Arrangement Resolution:

(b) Continued Participation by Basin Shareholders in the Spinco Properties Through Spinco. Basin Shareholders, through their ownership of Spinco Shares, will continue to participate in the Spinco Properties being transferred to Spinco. The former Basin Shareholders will hold 60% of the issued Spinco Shares upon completion of the Arrangement.

(c) Approval of the Special Committee. The Special Committee, composed of independent members of the Basin Board, approved the Arrangement.

45 -

within the ranges typical in the market for similar transactions and are not a significant deterrent to potential Superior Proposals.

(h) Dissent Rights. That any Registered Basin Shareholder who opposes the Arrangement may, on strict compliance with certain conditions, exercise its Dissent Rights and receive the fair value of the Dissent Shares in accordance with the Arrangement.

In the course of its deliberations, the Basin Board also identified and considered a variety of risks, including, but not limited to:

(a) Basin Shareholders will receive Nexus Shares and Spinco Shares based on a fixed formulaic valuation of Basin;

(b) Nexus Shares and Spinco Shares received by Basin Shareholders under the Arrangement may have a market value lower than expected; and

(c) the risks to Basin if the Arrangement is not completed, including the costs to Basin in pursuing the Arrangement and the diversion of management attention away from the conduct of Basin’s business in the ordinary course.

The foregoing summary of the information and factors considered by the Basin Board is not, and is not intended to be, exhaustive. In view of the wide variety of factors and information considered in connection with their evaluation of the Arrangement, the Basin Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching its conclusion and recommendation. In addition, individual members of the Basin Board may have given different weight to different factors or items of information.

Recommendation of the Special Committee

In coming to its conclusion and recommendation to the Basin Board, the Special Committee considered, among others, the following factors (which are not intended to be exhaustive):

the purpose and anticipated benefits of the Arrangement as outlined elsewhere in this Information Circular, and specifically under “Reasons for the Arrangement” above; and

information concerning the financial condition, results of operations, business plans and prospects of Basin, and the alternatives available thereto.

Fairness Opinion

The Fairness Opinion describes the circumstances of engagement, the scope of the review undertaken by Evans & Evans, the market Basin operates in, the assumptions made by Evans & Evans, the limitations on the use of the Fairness Opinion, and the basis of Evans & Evans’s analyses for the purposes of the Fairness Opinion, among other matters. The summary of the Fairness Opinion set forth is qualified in its entirety by reference to the full text of the Fairness Opinion. The Fairness Opinion states that it may not be used, or relied upon, by any person other than the Basin Board. However, the Fairness Opinion includes the written consent of Evans & Evans to the inclusion of the Fairness Opinion in any materials provided to Basin Shareholders, and may be shared with the Court approving the Interim Order and the Final Order, the SEC and appropriate securities commissions in Canada.

The Fairness Opinion is subject to various assumptions and limitations and is based upon the scope of review described in the Fairness Opinion. In addition, the basis of how fairness was determined for the purpose of the Fairness Opinion is summarized in the Fairness Opinion. The Fairness Opinion is expressly limited to these matters. The full text of the Fairness Opinion is attached as Appendix “C” to this Circular and should be read carefully in its entirety for a description of the assumptions made, matters considered and limitations on the review undertaken by Evans & Evans in providing its opinion.

Assumptions

The Fairness Opinion provides various assumptions, including but not limited to:

the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by Evans & Evans from public sources or provided by Basin;
representations by senior officers of Basin to Evans & Evans as to the completeness and correctness of information provided to Evans & Evans;
final or executed versions of documents conform in all material respects to the drafts of such documents provided to Evans & Evans for the purpose of preparing the Fairness Opinion, all conditions required to implement the Arrangement will be met, all consents of relevant third parties or regulating authorities will be obtained without adverse
46 -
46

47 -

qualification, the procedures being followed to implement the Arrangement are valid and effective and that the disclosure provided in this Circular will be accurate in all material respects;

Basin, Nexus, and all related parties have no contingent liabilities, unusual contractual arrangements, or substantial commitments other than in the ordinary course of business, nor litigation pending or threatened, nor judgements rendered against other than those disclosed by management;
as of February 28, 2025, all assets and liabilities of Basin and Nexus have been recorded in their accounts and financial statements and follow IFRS;
there were no material changes in the financial position of Basin and Nexus between the date of their financial statements and the date of the Fairness Opinion unless otherwise noted;
all options and warrants "in-the-money" based on the trading price of Basin and Nexus and the value implied by the Exchange Ratio are assumed to be exercised at Closing; and
representations made by Basin and Nexus in the Arrangement Agreement as to the number of shares outstanding are accurate.

Limitation and Qualification

The Fairness Opinion is subject to the limitation that Evans & Evans has relied upon management’s disclosure with respect to the properties and operations of Basin and Nexus, as Evans & Evans did not visit any of the mineral resource properties referenced in the Fairness Opinion.

Scope of Review

In preparing the Fairness Opinion, Evans & Evans reviewed the Arrangement Agreement and Plan of Arrangement, Basin and Nexus’ public filings, information on Basin and Nexus from various sources, and relied upon financial and other information, including prospective financial information, obtained from management, Basin’s advisors and from various public, financial and industry sources, and agreements by Basin and Nexus with third parties. Principal information included discussions with management, the Basin Board and advisors, Basin and Nexus financial statements, budgets, forecasts and tax returns, corporate documents, Basin’s public filings, Basin and Nexus’ share trading information, and analyst and industry reports. Evans & Evans has not, to the best of its knowledge, been denied access by management to any information requested by Evans & Evans.

Approach to Fairness

For the purposes of the Fairness Opinion, Evans & Evans considered that the Arrangement would be fair, from a financial point of view, from the perspective of the holders of Basin Shares as a group and did not consider the specific circumstances of any particular shareholder, including with regard to income tax considerations.

48 -

In addition, Evans & Evans considered, among other things, the overall uranium market conditions and the market for exploration and development stage companies, and recent demand for gold.

Independence of Evans & Evans

Evans & Evans has confirmed that it is not the current auditor of Basin and is not an associated or affiliated entity or insider of Basin. Evans & Evans has also confirmed that it has no past, present or prospective interest in Basin, Nexus or Spinco or any entity that is the subject of the Fairness Opinion, and that Evans & Evans have no personal interest with respect to the parties involved. None of the fees received by Evans & Evans were contingent upon the outcome of the Arrangement.

Evans & Evans Conclusion

As of July 21, 2025, the date of the Fairness Opinion, based on Evans & Evans’s scope of review, assumptions and limitations, the proposed Arrangement and Exchange Ratio are fair, from a financial point of view, to the holders of Basin Shares.

Treatment of Basin Options and Basin Warrants

Pursuant to the Arrangement, the Basin Options and Basin Warrants will be treated as follows:

(a) Each Basin Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, will cease to represent an option or other right to acquire Basin Shares, and shall be exchanged in accordance with the Plan of Arrangement for a Replacement Option to purchase from Nexus the number of Nexus Shares (rounded down to the nearest whole number) equal to: (i) the Exchange Ratio multiplied by (ii) the number of Basin Shares subject to such Basin Option immediately prior to the Effective Time, at an exercise price per Nexus Share (rounded up to the nearest whole cent) equal to (A) the exercise price per Basin Share otherwise purchasable pursuant to such Basin Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. All terms and conditions of such Replacement Option, including the term to expiry and conditions to and manner of exercising, will be the same as the Basin Option so exchanged and shall be governed by the terms of the Nexus Omnibus Plan, and any document evidencing a Basin Option shall thereafter evidence and be deemed to evidence such Replacement Option; provided that, it is intended that the provisions of subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial Tax legislation) shall apply to such exchange of Basin Options for Replacement Options. Notwithstanding the foregoing, in the event that the In-The-Money Amount in respect of a Replacement Option exceeds the In-The-Money Amount in respect of the Basin Option, the exercise price per Nexus Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the In-The-Money Amount in respect of the Replacement Option does not exceed the In-The-Money Amount in respect of the Basin Option, as the case may be.

49 -

the Basin Warrants and in accordance with the terms and conditions of the applicable warrant indentures or certificates, as applicable, do all things necessary to provide for the application of the provisions set forth in such warrant indentures or certificates with respect to the rights and interest of the holders thereof, such that, upon exercise, a Basin Warrant will entitle the holder thereof to receive, in lieu of Basin Shares to which such holder was theretofore entitled upon exercise and for the same consideration, the kind and aggregate number of Nexus Shares that such holder would have been entitled to receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of New Basin Shares to which such holder would have held had such holder exercised their Basin Warrants into Basin Shares prior to the Effective Time, and the Basin Warrants will otherwise be valid and binding obligations of Nexus, entitling the holders thereof, as against Nexus, to all the rights of such holders as set out in their respective warrant indentures or certificates, as the case may be.

Approval of Arrangement Resolution

At the Meeting, the Basin Shareholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Appendix “B” to this Circular. In order for the Arrangement to become effective, as provided in the Interim Order and by the BCBCA, the Arrangement Resolution must be approved by at least two-thirds of the votes cast on the Arrangement Resolution by Basin Shareholders present in person or represented by proxy at the Meeting. Should Basin Shareholders fail to approve the Arrangement Resolution by the requisite majority, the Arrangement will not be completed.

The Basin Board has approved the terms of the Arrangement Agreement and the Plan of Arrangement and recommends that the Basin Shareholders vote FOR the Arrangement Resolution. See “The Arrangement — Recommendation of the Basin Board” above.

Lock-up Agreements

The Lock-up Agreements require voting support, prohibit solicitation of an alternative Acquisition Proposal, and impose a contractual hold period on Basin Shares held by the Lock-up Shareholders expiring upon the earlier of completion of the Arrangement or termination of the Lock-up Agreements.

Each Locked-up Shareholder has agreed to vote his or her owned (directly or indirectly) Basin Shares, to the extent such person is so entitled, in favour of the Arrangement and the Arrangement Resolution. Under the terms of the Lock-up Agreements, Nexus has acknowledged that any Locked-up Shareholder who is also a director or officer of Basin is bound under the Lock-up Agreement only in such person’s capacity as a securityholder, and not in his or her capacity as a director or officer.

50 -

The Lock-up Agreements terminate upon: (i) mutual agreement; (ii) the Effective Time; (iii); the date of termination of the Arrangement Agreement in accordance with the terms thereof; or (iv) the date of any amendment or waiver to the Arrangement Agreement that results in a decrease in the amount or a change in the form of consideration payable to the Locked-up Shareholder in connection with the Arrangement.

Nexus has confirmed to Basin that neither Nexus nor any of its affiliates held any Basin Shares (or securities convertible into Basin Shares) as at the Record Date.

Completion of the Arrangement

The Arrangement will become effective at 12:01 a.m. on the date following the date upon which all of the conditions to completion of the Arrangement as set out in the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement, all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the filings required under the BCBCA have been filed with the Registrar. Completion of the Arrangement is expected to occur in early September 2025; however, it is possible that completion may be delayed beyond this date if the conditions to completion of the Arrangement cannot be met on a timely basis, but in no event shall completion of the Arrangement occur later than the Outside Date, unless extended by mutual agreement between Basin and Nexus in accordance with the terms of the Arrangement Agreement.

Procedure for Exchange of Basin Shares

A Registered Basin Shareholder must deliver to the Depositary at the office listed in the Letter of Transmittal:

(a) The physical certificate(s) representing their Basin Shares;

(b) a Letter of Transmittal in the form accompanying this Circular, or a manually executed photocopy thereof, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and

Registered Basin Shareholders holding their shares through a DRS statement will not be required to deposit their DRS statement in order to receive Consideration. Within three Business Days after the Effective Date, the Depositary will mail (or make available for pick up at their offices, if so directed in the Letter of Transmittal) to each Registered Basin Shareholder that tendered their Basin Share certificate(s) and an effective Letter of Transmittal the certificates representing the Nexus Shares to which the Registered Basin Shareholder is entitled under the Arrangement. The

51 -

Depository will also coordinate with Spinco’s transfer agent, if different than the Depository, to deliver share certificates representing Spinco Shares to which former Basin Shareholders are entitled to under the Arrangement. Certificates representing the Nexus Shares and Spinco Shares will be registered in such name or names as the former Basin Shareholder directs in the Letter of Transmittal.

A Registered Basin Shareholder that does not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the certificates representing the Nexus Shares and Spinco Shares to which such Basin Shareholder is entitled pursuant to the Arrangement, by delivering the certificate(s) representing Basin Shares formerly held by it to the Depositary at the office indicated in the Letter of Transmittal at any time prior to the sixth anniversary of the Effective Date. Such certificates must be accompanied by a duly completed Letter of Transmittal, together with such other documents as the Depositary may require. Certificates representing the Nexus Shares and Spinco Shares will be registered in such name or names as directed in the Letter of Transmittal, will be either (i) sent to the address or addresses as such Basin Shareholder directed in its Letter of Transmittal or (ii) made available for pick up at the office of the Depositary in accordance with the instructions of the Registered Basin Shareholder in the Letter of Transmittal, within three Business days of receipt by the Depositary of the required certificates and documents.

If any certificate, which immediately before the Effective Time represented one or more outstanding Basin Shares in respect of which, pursuant to the Arrangement, the holder was entitled to receive from Basin Spinco Shares, and that was exchanged for Nexus Shares, is lost, stolen or destroyed, upon the making of an affidavit or statutory declaration of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, certificates representing Spinco Shares and Nexus Shares to which such Registered Basin Shareholder is entitled pursuant to the Arrangement. When authorizing delivery of certificates representing Nexus Shares and Spinco Shares that a former Basin Shareholder is entitled to receive in exchange for any lost, stolen or destroyed certificate, such former holders to whom certificates are to be delivered will be required, as a condition precedent to the delivery thereof, to give a bond satisfactory to Nexus, Basin, Spinco and the Depositary in such amount as Nexus, Basin, Spinco and the Depositary may direct or otherwise indemnify Nexus, Basin, Spinco and the Depositary in a manner satisfactory to them, against any claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Except as otherwise provided in the instructions to the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a person other than the registered holder of the certificate(s) deposited therewith, the certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered holder, with the signature on the endorsement panel, or securities transfer power of attorney guaranteed by an Eligible Institution.

No Fractional Shares to be Issued

No fractional Nexus Shares or Spinco Shares shall be issued to any former Basin Shareholder or to any former Basin Optionholder on the exercise of Replacement Options. The number of Nexus Shares to be issued to a former Basin Shareholder or a former Basin Optionholder upon exercise

52 -
of Replacement Options shall be rounded down to the nearest whole Nexus Share and such former Basin Shareholder or former Basin Optionholder shall not be entitled to any compensation in respect of such fractional Nexus Share. The number of Spinco Shares to be issued to a former Basin Shareholder shall be rounded down to the nearest whole Spinco Share and such former Basin Shareholder shall not be entitled to any compensation in respect of such fractional Spinco Share.

Cancellation of Rights after Six Years

Any certificate which immediately before the Effective Time represented outstanding Basin Shares and which has not been surrendered, with a duly completed Letter of Transmittal and all other documents required by the Depositary, on or before the date that is six years after the Effective Date, will cease to represent any claim for Spinco Shares, Nexus Shares or any other claim against or interest of any kind or nature in Basin, Nexus or Spinco. Accordingly, former Basin Shareholders who do not deposit with the Depositary a duly completed Letter of Transmittal and certificates representing their Basin Shares on or before the date that is six years after the Effective Date will not receive Spinco Shares, Nexus Shares, or any other consideration in exchange therefor and will not own any interest in Basin, Nexus or Spinco and such former Basin Shareholders will not be paid any other compensation.

Court Approval of the Arrangement

An arrangement under the BCBCA requires Court approval.

Interim Order

On August 1, 2025, Basin obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. The text of the Interim Order is set out in Appendix “F” to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolution is approved by Basin Shareholders at the Meeting in the manner required by the Interim Order, Basin intends to make an application to the Court for the Final Order.

The application for the Final Order approving the Arrangement is currently scheduled for September 9, 2025 at 10:00 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, at the Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. Any Basin Shareholder or any other interested party who wishes to appear or be represented and to present evidence or arguments at that hearing of the application for the Final Order must file and serve a response to petition no later than 5:00 p.m. (Vancouver time) on August 29, 2025, along with any other documents required in the form prescribed by the Supreme Court Civil Rules with the Court, and deliver a copy of the filed response together with a copy of all materials on which such Basin Shareholder or interested party intends to rely at the hearing of the petition, including an outline of such person’s proposed submission, to Basin Uranium Corp. c/o McMillan LLP, PO Box 11117, Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7, Attn: Arman Farahani. Such persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned then, subject to further order of

53 -

the Court, only those persons having previously filed and served a notice of appearance will be given notice of the adjournment.

Basin has been advised by its counsel, McMillan LLP, that the Court has broad discretion under the BCBCA when making orders with respect to the Arrangement and that the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Basin and/or Nexus may determine not to proceed with the Arrangement.

The Nexus Shares and Spinco Shares to be received by Basin Shareholders in exchange for their Basin Shares pursuant to the Arrangement, and the Replacement Options to be received by Basin Optionholders in exchange for their Basin Options pursuant to the Arrangement, have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and will be issued and exchanged in reliance upon the Section 3(a)(10) Exemption and exemptions provided under the securities laws of each state of the United States in which Basin Shareholders and Basin Optionholders reside. The Section 3(a)(10) exemption exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court will be advised prior to the hearing of the application for the Final Order that if the terms and conditions of the Arrangement, and the fairness thereof, are approved by the Court, the Nexus Shares and Spinco Shares to be received by Basin Shareholders pursuant to the Arrangement and the Replacement Options to be received by Basin Optionholders pursuant to the Arrangement will not require registration under the U.S. Securities Act. Accordingly, the Final Order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the issuance and exchange of the Nexus Shares and Spinco Shares for the Basin Shares pursuant to the Arrangement, and the issuance and exchange of the Replacement Options for the Basin Options pursuant to the Arrangement. See “The Arrangement – Regulatory Law Matters and Securities Law Matters – United States Securities Law Matters” below.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the form of Notice of Hearing for Final Order attached at Appendix “F” to this Circular. The Notice of Hearing of Final Order constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

Regulatory Approvals

Both the Basin Shares and Nexus Shares are listed and posted for trading on the CSE. It is a condition of the Arrangement that the CSE shall have not had any objections to the Arrangement. The CSE has not objected to listing of the Nexus Shares to be issued under the Arrangement and

54 -
issuable on the exercise of Replacement Options and Basin Warrants after completion of the Arrangement, subject to filing certain documents following the closing of the Arrangement.

Application will be made for the listing of the Spinco Shares on the CSE. Any listing will be subject to meeting initial listing requirements of the CSE. There can be no assurance as to if, or when, the Spinco Shares will be listed or traded on the CSE or any other stock exchange. It is not a condition of the Arrangement that the CSE shall have approved the listing of the Spinco Shares on the CSE. As the Spinco Shares are not listed on a stock exchange, unless and until such a listing is obtained, holders of Spinco Shares may not have a market for their shares.

Regulatory Law Matters and Securities Law Matters

Other than the Final Order, and the necessary conditional approvals or equivalent approvals, as the case may be, of the CSE having been obtained (including approval of the delisting of the Basin Shares and approval of listing of the Nexus Shares, as applicable), Basin is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought, although any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Basin currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date.

Canadian Securities Law Matters

Each Basin Shareholder is urged to consult such Basin Shareholder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Nexus Shares or Spinco Shares.

Status under Canadian Securities Laws

Distribution and Resale of Nexus Shares and Spinco Shares under Canadian Securities Laws

55 -

Multilateral Instrument 61-101

Basin is a reporting issuer in British Columbia, Alberta and Ontario and accordingly is subject to MI 61-101. MI 61-101 which governs certain transactions that raise the potential for conflicts of interest, including, among other transactions, “related party transactions” and “business combinations” (as defined in MI 61-101). MI 61-101 is intended to ensure that all securityholders are treated in a manner that is fair and that is perceived to be fair with respect to these transactions.

The Arrangement does not constitute an issuer bid, an insider bid or a related party transaction for the purposes of MI 61-101. In assessing whether the Arrangement could be considered to be a “business combination” for the purposes of MI 61-101, Basin reviewed all benefits or payments which related parties of Basin are entitled to receive, directly or indirectly, as a consequence of the Arrangement to determine whether any constituted a “collateral benefit” (as defined in MI 61-101). For these purposes, the only related parties of Basin that are entitled to receive a benefit, directly or indirectly, as a consequence of the Arrangement are the directors and senior officers of Basin. As of the date of this Circular, all issued and outstanding Basin Options are vested and can be exercised to acquire Basin Shares. At the Effective Time, all such Basin Options will be exchanged for Replacement Options. Under the existing employment and consulting contracts of certain senior officers of Basin, the Arrangement will be considered to be a “change of control” of Basin which may trigger severance or change of control payments (see “The Arrangement – Interests of Certain Persons in the Arrangement – Executive Officers”). No such potential benefits or payments are conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for their Basin Shares or is conditional on the related party supporting the Arrangement in any manner. In addition, each of Joel Leonard, Desmond Balakrishnan, Clayton Olson and Jonathan Hamway exercises control or direction over, or beneficially owns, less than 1% of the outstanding Basin Shares. Accordingly, none of these benefits or payments is a “collateral benefit” for the purposes of MI 61-101 and the Arrangement Resolution is not subject to the minority approval requirements of MI 61-101. If and to the extent that any change of control payments are triggered as a result of the Arrangement, Spinco has agreed to be responsible for such payments and to indemnify Nexus and Basin.

56 -

United States Securities Law Matters

The following discussion is a general overview of certain requirements of U.S. federal securities laws that may be applicable to Basin U.S. Securityholders. All Basin Shareholders in the United States are urged to consult with their own legal counsel to ensure that any subsequent resale of Nexus Shares or Spinco Shares to be received in exchange for their Basin Shares pursuant to the Arrangement complies with applicable securities legislation.

Further information applicable to Basin U.S. Securityholders is disclosed under the heading "Notice to United States Shareholders".

The following discussion does not address the Canadian securities laws that will apply to the issue of Nexus Shares and Spinco Shares or the resale of these securities within Canada by Basin Shareholders in the United States. Basin Shareholders in the United States reselling their Nexus Shares and Spinco Shares in Canada must comply with Canadian securities laws, as outlined elsewhere in this Circular.

Exemption from the Registration Requirements of the U.S. Securities Act

The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. Accordingly, the Final Order will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the Nexus Shares and the Spinco Shares to be received by Basin Shareholders in exchange for their Basin Shares pursuant to the Arrangement, and with respect to the Replacement Options to be received by Basin Optionholders in exchange for their Basin Options pursuant to the Arrangement.

Resales of Nexus Shares and Spinco Shares After the Effective Date

The Nexus Shares and Spinco Shares to be received by Basin Shareholders in exchange for their Basin Shares pursuant to the Arrangement will be freely transferable under U.S. federal securities laws, except by persons who are "affiliates" of Nexus or Spinco, as applicable, after the Effective Date, or were "affiliates" of Nexus or Spinco, as applicable, within 90 days prior to the Effective Date. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities

57 -
that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise. Persons who are executive officers or directors of an issuer, and any person who beneficially owns or controls 10% or more of the voting securities of an issuer, are presumptively considered to be its "affiliates".

Any resale of Nexus Shares or Spinco Shares, as applicable, by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such Nexus Shares or Spinco Shares, as applicable, outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. In addition, such affiliates (and former affiliates) may also resell Nexus Shares or Spinco Shares, as applicable, pursuant to Rule 144, if available.

Resales by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144, persons who are "affiliates" of Nexus or Spinco, as applicable, after the Effective Date, or were "affiliates" of Nexus or Spinco, as applicable, within 90 days prior to the Effective Date, will be entitled to sell, during any three-month period, those Nexus Shares or Spinco Shares, as applicable, that they receive pursuant to the Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements and the availability of current public information about the issuer.

Resales by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S under the U.S. Securities Act, at any time that Nexus or Spinco, as applicable, is a "foreign private issuer" (as defined in Rule 405 under the U.S. Securities Act), persons who are "affiliates" of Nexus or Spinco, as applicable, after the Effective Date, or were "affiliates" of Nexus or Spinco, as applicable, within 90 days prior to the Effective Date, solely by virtue of their status as an officer or director of Nexus or Spinco, as applicable, may sell their Nexus Shares or their Spinco Shares, as applicable, outside the United States in an "offshore transaction" if none of the seller, an affiliate or any person acting on their behalf engages in "directed selling efforts" in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent.

For purposes of Regulation S under the U.S. Securities Act, "directed selling efforts" means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered. Also, for purposes of Regulation S under the U.S. Securities Act, an offer or sale of securities is made in an "offshore transaction" if the offer that is not made to a person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably

58 -
believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a “designated offshore securities market” (which would include a sale through the CSE), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.

Certain additional restrictions set forth in Rule 903 of Regulation S under the U.S. Securities Act are applicable to sales outside the United States by a holder of Nexus Shares or Spinco Shares, as applicable, who is an “affiliate” of Nexus or Spinco, as applicable, after the Effective Date, or was an “affiliate” of Nexus or Spinco, as applicable, within 90 days prior to the Effective Date, other than by virtue of his or her status as an officer or director of Nexus or Spinco, as applicable.

Resales of Nexus Options after the Effective Date

Replacement Options received by Basin Optionholders in exchange for their Basin Options pursuant to the Arrangement may not be transferred other than by will or the laws of descent.

Exercise of Replacement Options after the Effective Date

The Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant thereto. Therefore, the Nexus Shares issuable upon exercise of the Replacement Options to be received by Basin Optionholders pursuant to the Arrangement may not be issued in reliance upon the Section 3(a)(10) Exemption and the Replacement Options may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Prior to the issuance of Nexus Shares pursuant to any such exercise, Nexus may require evidence (which may include an opinion of counsel or recognized standing) reasonably satisfactory to Nexus to the effect that the issuance of such Nexus Shares as applicable, does not require registration under the U.S. Securities Act.

Nexus Shares received upon exercise of the Replacement Options by holders that are in the United States or that are U.S. Persons will be “restricted securities”, as such term is defined in Rule 144, and may not be resold unless such securities are registered under the U.S. Securities Act and all applicable state securities laws or unless an exemption from such registration requirements is available.

The foregoing discussion is only a general overview of certain requirements of United States federal securities laws applicable to the resale of Nexus Shares, Spinco Shares, and Replacement Options issuable pursuant to the Arrangement, and the exercise of Replacement Options issuable pursuant to the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

Fees and Expenses

All expenses incurred in connection with the Arrangement and the transactions contemplated thereby shall be paid by the Party incurring such expense.

59 -

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Basin Board with respect to the Arrangement, Basin Shareholders should be aware that certain members of Basin’s senior management and the Basin Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement.

Directors

The directors (other than directors who are also executive officers) hold, in the aggregate, 262,500 Basin Shares, representing approximately 0.96% of the Basin Shares outstanding on the Record Date. Such directors hold, in the aggregate, 225,000 Basin Options, representing approximately 24.53% of the Basin Options outstanding on the Record Date, Nil Basin Warrants, and Nil Basin RSUs. The directors’ holdings of Basin Shares, Basin Options, and Basin Warrants represent, in the aggregate, approximately 1.79% of the Basin Shares as of the Record Date. All of the Basin Shares and Basin Options held by the directors will be treated in the same fashion under the Arrangement as Basin Shares and Basin Options held by every other Basin Securityholder, as applicable. All Basin Options held by such directors are vested as of the date of this Circular.

Consistent with standard practice in similar transactions, in order to ensure that the directors do not lose or forfeit their protection under liability insurance policies maintained by Basin, the Arrangement Agreement provides for the maintenance of such protection for six years. See “The Arrangement – Interests of Certain Persons in the Arrangement - Indemnification and Insurance” below.

Executive Officers

The current responsibility for the general management of Basin is held and discharged by the following executive officers:

Name	Position	Basin Shares	Basin Options	Basin Warrants	Basin RSUs
Michael Blady	Chief Executive Officer	312,500	150,000	100,000	Nil
Joel Leonard	Chief Financial Officer	Nil	125,000	Nil	Nil

The executive officers of Basin hold, in the aggregate, 312,500 Basin Shares, 275,000 Basin Options and 100,000 Basin Warrants representing approximately 2.52% of the Basin Shares as of the Record Date. All of the Basin Shares, Basin Options, and Basin Warrants held by the executive officers of Basin will be treated in the same fashion under the Arrangement as Basin Shares, Basin Options, and Basin Warrants held by every other Basin Securityholder, as applicable. All Basin Options held by the executive officers are vested as of the date of this Circular.

Indemnification and Insurance

Pursuant to the Arrangement Agreement, Nexus has covenanted that it will, or will cause Basin and its subsidiaries to, maintain in effect without any reduction in scope or coverage for six years from the Effective Date customary policies of directors’ and officers’ liability insurance providing

60 -

protection no less favourable to the protection provided by the policies maintained by Basin and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided, however, that Nexus acknowledges and agrees that prior to the Effective Date, Basin may, in the alternative, purchase run off directors' and officers' liability insurance for a period of up to six years from the Effective Date. Nexus has agreed that it shall directly honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Basin and its subsidiaries to the extent that they are disclosed in the disclosure letter delivered by Basin in connection with the Arrangement Agreement and has acknowledged that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

Special Committee Fees

The members of the Special Committee were each paid a one time cash fee of $2,500 to provide their services on the Special Committee.

The Arrangement Agreement

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which is incorporated by reference herein and may be found under Basin’s profile on SEDAR+ at www.sedarplus.ca.

Effective Date and Conditions of Arrangement

If the Arrangement Resolution is passed, the Final Order of the Court is obtained approving the Arrangement, every requirement of the BCBCA relating to the Arrangement has been complied with and all other conditions disclosed under “The Arrangement – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” are met or waived, the Arrangement will become effective at 12:01 a.m. on the Effective Date.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Basin to Nexus and representations and warranties made by Nexus to Basin. Those representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the parties in connection with negotiating its terms and as set out in the disclosure letters delivered in connection with the Arrangement Agreement. Some of the representations and warranties are subject to a contractual standard of materiality or Material Adverse Effect different from that generally applicable to public disclosure to Basin Shareholders, or are used for the purpose of allocating risk between the parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by Basin in favour of Nexus relate to, among other things: (a) the receipt of the Fairness Opinion and subsequent approval and recommendation of

61 -

the Arrangement by the Basin Board; (b) the due incorporation, existence, capacity, authority, registration and licensing to conduct the business of Basin and each of the Basin Subsidiaries; (c) the authorized and issued capital of Basin as of the date of the Arrangement Agreement; (d) Basin’s ownership of its Basin Subsidiaries and the incorporation, organization and existence of such Basin Subsidiaries; (e) the corporate power and authorization of Basin to enter into the Arrangement Agreement; (f) the execution, delivery and enforceability of the Arrangement Agreement and the completion of the transactions contemplated thereunder will not result in a violation, or breach of or default under Basin’s constating documents, material agreements or permits; (g) all business of Basin and the Basin Subsidiaries has been conducted in compliance in all material respects with applicable Laws and neither Basin nor any of the Basin Subsidiaries have received any written notice of any alleged violation of such Laws; (h) Basin’s reporting issuer status and the absence of a cease trade order against its securities; (i) Basin is a “foreign private issuer” within the meaning of the U.S. Securities Act, Basin is not registered or required to be registered under the U.S. Investment Company Act and Basin is not currently subject to the reporting requirements of the Exchange Act; (j) the financial statements and related MD&A of Basin; (k) the independence of Basin’s auditors; (l) the absence of undisclosed liabilities; (m) the accuracy of the financial books, records, and accounts of Basin and the Basin Subsidiaries; (n) no reports by any employees, consultants or agents of Basin or any of the Basin Subsidiaries of material violation of fiduciary duty or securities laws; (o) the absence of material changes; (p) the absence of Claims or proceedings against Basin and the Basin Subsidiaries; (q) no act of insolvency has been taken against Basin or any of the Basin Subsidiaries; (r) operational matters; (s) the due payment of Taxes and proper filing of Tax returns, the absence of Tax-related claims or proceedings against Basin or the Basin Subsidiaries, and other Tax-related matters; (t) ownership of the property of Basin and the Basin Subsidiaries; (u) the existence of, and good standing of Basin and the Basin Subsidiaries with respect to, material contracts; (v) Basin and the Basin Subsidiaries having made all payments required under the terms of any contracts and agreements to which Basin and the Basin Subsidiaries are bound by; (w) disclosure of all of Basin or any of the Basin Subsidiaries’ leased properties; (x) mineral rights and title held by Basin and the Basin Subsidiaries; (y) no expropriation; (z) none of the areas Basin holds a property interest in has been declared as a cultural heritage site by any Governmental Entity; (aa) the absence of any joint ventures or work programs whereby Basin or a Basin Subsidiary will be required to pay greater than $10,000; (bb) the Basin Technical Reports comply in all material respects with the requirements of NI 43-101 at the time of filing and all such Basin Technical Reports have been prepared in compliance with applicable requirements and assumptions; (cc) absence of claims by First Nations groups against properties held by Basin; (dd) no disputes with non-governmental organizations and community groups; (ee) Basin and the Basin Subsidiaries have obtained all material permits to conduct its current business and are in compliance with such permits; (ff) labour and employment matters; (gg) compliance with health and safety legislation; (hh) compliance with all current insurance policies; (ii) Basin and the Basin Subsidiaries are not indebted to any director, officer, employee, agent of, or independent contractor; (jj) intellectual property matters; (kk) compliance with all environmental laws and legislation; (ll) there are no restrictive covenants binding upon Basin or the Basin Subsidiaries; (mm) Basin is not required to file information returns under the Extractive Sector Transparency Measures Act (Canada); (nn) no broker or finder’s fees in connection with the Arrangement; (oo) no shareholder or similar agreements; (pp) no related party (within the meaning of MI 61-101) beneficially owns or exercises control or direction over 1% or more of the outstanding Basin Shares except for related parties who will not receive a “collateral benefit”; (qq)

62 -

no arrangements with securityholders; (rr) no ownership of Nexus Shares by Basin or the Basin Subsidiaries; and (ss) availability of sufficient funds.

The representations and warranties provided by Nexus in favour of Basin relate to, among other things: (a) the Nexus Board has approved the Arrangement; (b) the due incorporation, existence, capacity, authority, registration and licensing to conduct the business of Nexus and each the Nexus Subsidiaries; (c) the authorized and issued capital of Nexus as of the date of the Arrangement Agreement; (d) Nexus' ownership of its Nexus Subsidiaries and the incorporation, organization and existence of such Nexus Subsidiaries; (e) the corporate power and authorization of Nexus to enter into the Arrangement Agreement; (f) the execution, delivery and enforceability of the Arrangement Agreement and the completion of the transactions contemplated thereunder will not result in a violation, or breach of or default under Nexus's constating documents, material agreements or permits; (g) all business of Nexus and the Nexus Subsidiaries has been conducted in compliance in all material respects with applicable Laws and neither Nexus nor any of the Nexus Subsidiaries have received any written notice of any alleged violation of such Laws; (h) Nexus's reporting issuer status and the absence of a cease trade order against its securities; (i) Nexus is a "foreign private issuer" within the meaning of the U.S. Securities Act, Nexus is not registered or required to be registered under the U.S. Investment Company Act and Nexus is not currently subject to the reporting requirements of the Exchange Act; (j) the financial statements and related MD&A of Nexus; (k) the independence of Nexus' auditors; (l) the absence of undisclosed liabilities; (m) the accuracy of the financial books, records, and accounts of Nexus and the Nexus Subsidiaries; (n) no reports by any employees, consultants or agents of Nexus or any of the Nexus Subsidiaries of material violation of fiduciary duty or securities laws; (o) the absence of material changes; (p) the absence of Claims or proceedings against Nexus and the Nexus Subsidiaries; (q) no act of insolvency has been taken against Nexus or any of the Nexus Subsidiaries; (r) operational matters; (s) the due payment of Taxes and proper filing of Tax returns, the absence of Tax-related claims or proceedings against Nexus or the Nexus Subsidiaries, and other Tax-related matters; (t) ownership of the property of Nexus and the Nexus Subsidiaries; (u) the existence of, and good standing of Nexus and the Nexus Subsidiaries with respect to, material contracts; (v) Nexus and the Nexus Subsidiaries having made all payments required under the terms of any contracts and agreements to which Nexus and the Nexus Subsidiaries are bound by; (w) mineral rights and title held by Nexus and the Nexus Subsidiaries; (x) no expropriation; (y) none of the areas Nexus holds a property interest in has been declared as a cultural heritage site by any Governmental Entity; (z) absence of claims by First Nations groups against properties held by Nexus; (aa) no disputes with non-governmental organizations and community groups; (bb) Nexus and the Nexus Subsidiaries have obtained all material permits to conduct its current business and are in compliance with such permits; (cc) Nexus and the Nexus Subsidiaries are not indebted to any director, officer, employee, agent of, or independent contractor; (jj) intellectual property matters; and (dd) compliance with all environmental laws and legislation.

Conditions to the Arrangement Becoming Effective

In order for the Arrangement to become effective, certain conditions must have been satisfied or waived which conditions are summarized below.

63 -

Mutual Conditions

The respective obligations of Basin and Nexus to complete the transactions contemplated in the Arrangement Agreement are subject to the fulfillment of the following conditions on or before the Effective Time or such other time as is specified below:

(a) Basin Shareholder Approval shall have been obtained at the Meeting in accordance with the Interim Order;

(b) the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to Basin and Nexus, acting reasonably, on appeal or otherwise;

(c) there shall not exist any prohibition at law, including a cease trade order, injunction or other prohibition or order at law or under applicable legislation against Basin or Nexus which shall prevent the consummation of the Arrangement;

(d) the Nexus Shares and Spinco Shares to be received by Basin Shareholders pursuant to the Arrangement and the Replacement Options to be received by Basin Optionholders pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;

(e) CSE approval shall have been obtained;

(f) Basin and Spinco shall have entered into the Spinout Transfer Agreement;

(g) Nexus and Spinco shall have entered into the Transfer Agreements;

(h) all Regulatory Approvals shall have been obtained; and

(i) the Arrangement Agreement shall not have been terminated in accordance with its terms.

The foregoing conditions are for the mutual benefit of the parties and may be waived by mutual consent of Basin and Nexus in writing at any time.

Nexus Conditions

The obligations of Nexus to complete the transactions contemplated in the Arrangement Agreement is subject to the fulfillment of the following additional conditions on or before the Effective Date or such other time as is specified below:

(a) all covenants of Basin under the Arrangement Agreement to be performed on or before the Effective Time which have not been waived by Nexus shall have been duly performed by Basin in all material respects;

64 -
(b) all representations and warranties of Basin set forth in the Arrangement Agreement shall be true and correct in all respects as of the Effective Date as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Basin, and Nexus shall have received a certificate of Basin addressed to Nexus and dated the Effective Time, signed on behalf of Basin by two senior executive officers of Basin (on Basin’s behalf and without personal liability), confirming the same as at the Effective Date;

(c) since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to Nexus or the public (if previously undisclosed to Nexus or the public) any event, occurrence, development or circumstance that individually or in aggregate has had or would reasonably be expected to have a Material Adverse Effect on Basin;

(d) Nexus shall have received resignations and releases effective as of the Effective Time from all of the directors and officers of Basin and the Basin Subsidiaries;

(e) Nexus shall have received Lock-up Agreements from certain Locked-up Shareholders;

(f) holders of no more than 5% of the Basin Shares shall have exercised Dissent Rights;

(g) all requisite third party consents, waivers, permits, exemptions, orders and approvals that Nexus considers necessary in connection with the Arrangement shall have been obtained;

(h) Nexus shall have received waivers of severance, change of control, termination or similar payments from all employees, consultants and independent contracts of Basin or the Basin Subsidiaries; and

(i) Basin shall have provided Nexus with a certificate on the Effective Date, signed by two senior executive officers of Basin, certifying certain of the above conditions.

The foregoing conditions are for the exclusive benefit of Nexus and may be waived by Nexus in whole or in part at any time.

Basin Conditions

The obligations of Basin to complete the transactions contemplated by the Arrangement Agreement is subject to the fulfillment of the following additional conditions on or before the Effective Date or such other time as is specified below:

65 -

(a) all covenants of Nexus under the Arrangement Agreement to be performed on or before the Effective Time shall have been duly performed by Nexus in all material respects;

(b) all representations and warranties of Nexus set forth in the Arrangement Agreement shall be true and correct in all respects as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on Nexus;

(c) since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to Basin or the public (if previously undisclosed to Basin or to the public) any event, occurrence, development or circumstance that, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect in respect of Nexus;

(d) Nexus shall have deposited in escrow with the Depositary prior to the Effective Date sufficient Nexus Shares to satisfy the consideration to be paid pursuant to the Arrangement to the Basin Shareholders and the Depositary shall have confirmed receipt;

(e) Nexus shall have provided Basin with a certificate on the Effective Date, signed by two senior executive officers of Nexus, certifying certain of the above conditions; and

(f) the Special Committee and the Basin Board shall have received the Fairness Opinion.

The foregoing conditions are for the exclusive benefit of Basin and may be waived by Basin in whole or in part at any time.

Covenants of Basin

Basin has made certain covenants intended to ensure that Basin and each of its subsidiaries shall carry on business, until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, in the ordinary course of business consistent with past practice, except as required or permitted by the Arrangement Agreement. These covenants include, among other things: (a) conduct the business of Basin and the Basin Subsidiaries in the ordinary course of business; (b) to not (i) amend their charter documents and by-laws; (ii) declare, set aside or pay dividends or other distribution; (iii) split or reclassify any of their shares, (iv) issue, agree to issue, pledge or sell any of their shares other than the issuance of shares pursuant to the terms of outstanding options or warrants, other than in the ordinary course between Basin and its subsidiaries or as between Basin’s subsidiaries or as required by applicable law; (v) redeem or purchase their shares; (vi) amend the terms of their securities; (vii) adopt a plan of liquidation; (viii) amend their accounting policies or adopt new accounting policies; (ix) make, change or rescind any material Tax election or change any method of Tax accounting; (x) pledge,

66 -

lease, license or cause any Liens to be created on Basin’s mineral properties or assets; (xi) acquire any corporation, partnership or other business organization; (xii) incur any debt or issue any debt securities; (xiii) make or commit to make capital expenditures that are in the aggregate in excess of $50,000; (xiv) pay or discharge any claims or liabilities in excess of $50,000; (xv) waive, grant or transfer any right which may have a value in excess of $50,000 or settle any material legal actions; (xvi) enter into any new contract or series of contracts other than in the ordinary course having a term in excess of 12 months or that would impose financial obligations on Basin or any Basin Subsidiary in excess of $50,000; (xvii) enter into any new contract that would limit or otherwise restrict from competing in any line of business or in any geographic area; (xviii) enter into any union recognition agreement or collective bargaining agreement, except as required by Law; (xix) increase the compensation payable to Basin’s directors or officers, or those of any Basin Subsidiary’s; (xx) grant any bonuses or salary increases to Basin employees who are not directors or officers other than in the ordinary course; (xxi) make any loans to any officer, director or employee; or (xxii) authorize or propose any of the foregoing, or enter into any contract with respect to any of the foregoing; (c) notify Nexus of any fact or circumstances which has or would reasonably expect to have a Material Adverse Effect on Basin; (d) file all financial statements required by applicable Law; (e) maintain and preserve all material rights under any property of Basin, other than the Spinco Properties; (f) use commercially reasonable efforts to effect all continuations or cancellations of insurance policies; (g) prepare and file all material Tax returns and other Tax matters; (h) cause any Locked-up Shareholders to enter into the Lock-up Agreements; (i) cause any employees, officers, consultants or independent contractors to provide waivers of severance, change of control or similar payments; (j) cause Spinco to take all steps required to enter into the Transfer Agreements and issue 2,000,000 Spinco Shares to Nexus; (k) cause Spinco to enter into the Spinout Transfer Agreement prior to the Effective Time and take all steps required to complete the Spinout; (l) use reasonable commercial efforts to hold at least $100,000 in cash as of the Effective Time; (m) use reasonable commercial efforts to ensure that no debts or liabilities outstanding, accrued or incurred will become outstanding on or after the Effective Time; and (n) not plan, announce, implement or effect any lay-offs or early retirement programs concerning the termination of employment of employees or independent contractors of Basin or any of the Basin Subsidiaries.

Non-Solicitation Covenant

Basin has covenanted and agreed that, except as otherwise provided in the Arrangement Agreement, Basin shall cause its Representatives and the Basin Subsidiaries and their respective Representatives to not:

(a) solicit, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing information, permitting any visit to any facilities or properties of Basin or any of its subsidiaries or entering into any contract) the initiation of any inquiries, proposals or offers regarding an Acquisition Proposal;

(b) engage or participate in or otherwise facilitate any discussions or negotiations with, or provide any information to, any person regarding an Acquisition Proposal;

67 -
(d) accept, approve, endorse or recommend or remain neutral with respect to, or propose publicly to approve, endorse or recommend or remain neutral with respect to, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal;

(e) accept or enter into, or publicly propose to accept or enter into, any Contract (including any letter of intent or agreement in principle) in respect of any Acquisition Proposal; or

(f) continue any existing solicitation, encouragement, discussion or negotiation with any third party with respect to any potential Acquisition Proposal, whether or not initiated by Basin and, in connection therewith, promptly (and in any event within ten business days following the date hereof) request the return or destruction of all information provided to any third party that, at any time since January 1, 2024, has entered into a confidentiality or similar agreement with Basin relating to a potential Acquisition Proposal, to the extent that such information has been provided and has not previously been returned or destroyed, and shall use its commercially reasonable efforts to confirm that such requests are honoured in accordance with the terms of such confidentiality agreement.

Basin will discontinue access by any Person (other than Nexus and its Representatives) to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so, the return or destruction of all confidential information regarding Basin and the Basin Subsidiaries previously provided to any Person. Basin has agreed that neither it nor any of the Basin Subsidiaries shall terminate or modify any provision of any existing confidentiality agreement relating to a potential Acquisition Proposal or any standstill agreement to which it or any of the Basin Subsidiaries is a party, other than as may occur automatically as a result of the announcement of the Arrangement, and Basin undertakes to enforce all standstill, non-disclosure and similar covenants that it or any of the Basin Subsidiaries have entered into.

Notwithstanding the above or any other provision of the Arrangement Agreement, if at any time prior to obtaining the Basin Shareholder Approval, Basin receives a bona fide written Acquisition Proposal (that was not solicited in contravention of the non-solicitation covenants) or an Acquisition Proposal is made to Basin Shareholders (that did not result from a breach of the above or any other provision of the Arrangement Agreement), the Basin Board may:

(a) contact the Person making such Acquisition Proposal solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such proposal is, or is reasonably expected to lead to, a Superior Proposal; and

(b) if the Basin Board determines in good faith and after consultation with its financial advisors and outside counsel that the Acquisition Proposal constitutes or is reasonably expected to be a Superior Proposal and the failure to take action would be inconsistent with its fiduciary duties, then Basin may participate in discussions

68 -

or negotiations with, or furnish information to, any person that has made a bona fide unsolicited written Acquisition Proposal.

Basin has agreed that it shall promptly notify Nexus of receipt of the Acquisition Proposal and Basin has agreed to keep Nexus promptly and fully informed of the status of any such proposal, inquiry, offer or request and will provide copies of any written documents or correspondence provided to Basin relating thereto.

Subject to the right to match set out below, at any time prior to obtaining the Basin Shareholder Approval, if Basin receives an Acquisition Proposal which the Basin Board concludes in good faith constitutes a Superior Proposal, the Basin Board may, subject to compliance with the termination procedures of the Arrangement Agreement, including payment of the Termination Fee to Nexus, terminate the Arrangement Agreement to enter into a definitive agreement with respect to such Superior Proposal.

Right to Match

Basin has agreed that it will not enter into a definitive agreement in respect of a Superior Proposal unless: (a) it has provided Nexus with the Superior Proposal and documents required to be provided to Nexus as mentioned above; (b) it has delivered a written notice to Nexus that the Basin Board has determined that the Acquisition Proposal is a Superior Proposal; (c) it has determined to recommend such Superior Proposal; and (d) a period of five Business Days has elapsed from the date on which Nexus receives notice of Superior Proposal and all relating documents.

During such five Business Day period, Nexus will have the right, but not the obligation, to offer to amend the terms of the Arrangement Agreement and the Plan of Arrangement (including increasing or modifying the Consideration). The Basin Board shall review any such proposal by Nexus to determine (acting in good faith and in accordance with its fiduciary duties) whether the Acquisition Proposal to which Nexus is responding would continue to be a Superior Proposal when assessed against the amended Arrangement Agreement and Plan of Arrangement as proposed by Nexus. If the Basin Board determines that the Acquisition Proposal would cease to be a Superior Proposal, it will cause Basin to enter into an amendment to the Arrangement Agreement and the Plan of Arrangement reflecting the offer by Nexus to amend the terms of the Arrangement Agreement and the Plan of Arrangement and reaffirm its recommendation of the amended Plan of Arrangement.

If Nexus does not offer to amend the terms of the Arrangement Agreement and the Plan of Arrangement during the five Business Day period or the Basin Board determines acting in good faith and in the discharge of its fiduciary duties that the Acquisition Proposal would nonetheless remain a Superior Proposal with respect to Nexus's proposal to amend the Arrangement Agreement and Plan of Arrangement, and therefore rejects Nexus's offer to amend the Arrangement Agreement and Plan of Arrangement, Basin shall be entitled to terminate the Arrangement Agreement and enter into the proposed agreement upon payment to Nexus of the Termination Fee. Each successive modification of any proposed agreement shall constitute a new Acquisition Proposal for the purposes of the requirement to initiate an additional five Business Day match period.

69 -

Access to Information

Until the earlier of the Effective Time and the termination of the Arrangement Agreement, and subject to compliance with applicable Law and the terms of any existing contracts, Basin has agreed to provide Nexus and its Representatives with reasonable access to data and information as Nexus may reasonably request, provided that such information shall be subject to the terms and conditions of the existing confidentiality agreement between Nexus and Basin.

Covenants of Nexus

Nexus has made certain covenants intended to ensure that Nexus and each of its subsidiaries shall carry on business until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms in the ordinary course of business consistent with past practice, except as required or permitted by the Arrangement Agreement. These covenants include, among other things: (a) conduct the business of Nexus and the Nexus Subsidiaries in the ordinary course of business; (b) to not (i) amend their charter documents and by-laws; (ii) declare, set aside or pay dividends or other distribution; (iii) split or reclassify any of their shares, (iv) issue, agree to issue, pledge or sell any of their shares other than the issuance of shares pursuant to the terms of outstanding options or warrants, other than in the ordinary course between Nexus and its subsidiaries or as between Nexus’ subsidiaries or as required by applicable law; (v) redeem or purchase their shares; (vi) amend the terms of their securities; (vii) adopt a plan of liquidation; (viii) amend their accounting policies or adopt new accounting policies; (ix) make, change or rescind any material Tax election or change any method of Tax accounting; (x) pledge, lease, license or cause any Liens to be created on Nexus’ mineral properties or assets; (xi) acquire any corporation, partnership or other business organization; (xii) incur any debt or issue any debt securities; (xiii) make or commit to make capital expenditures that are in the aggregate in excess of $50,000; (xiv) pay or discharge any claims or liabilities in excess of $50,000; (xv) waive, grant or transfer any right which may have a value in excess of $50,000 or settle any material legal actions; (xvi) enter into any new contract or series of contracts other than in the ordinary course having a term in excess of 12 months or that would impose financial obligations on Nexus or any Nexus Subsidiary in excess of $50,000; (xvii) enter into any new contract that would limit or otherwise restrict from competing in any line of business or in any geographic area; (xviii) enter into any union recognition agreement or collective bargaining agreement, except as required by Law; (xix) increase the compensation payable to Nexus’ directors or officers, or those of any Nexus Subsidiary’s; (xx) grant any bonuses or salary increases to Nexus employees who are not directors or officers other than in the ordinary course; (xxi) make any loans to any officer, director or employee; or (xxii) authorize or propose any of the foregoing, or enter into any contract with respect to any of the foregoing; (c) notify Basin of any fact or circumstances which has or would reasonably expect to have a Material Adverse Effect; (d) file all financial statements required by applicable Law; (e) maintain and preserve all material rights under any property of Nexus; (f) use commercially reasonable efforts to cause the current insurance policies maintained by Nexus or any Nexus Subsidiaries not to be cancelled or terminated and to prevent coverage from lapsing; (g) use commercially reasonable efforts to effect all continuations or cancellations of insurance policies; (h) prepare and file all material Tax returns and other Tax matters; (i) take all steps required to enter into the Transfer Agreements; and (j) take all steps required to deliver the Nexus Shares on any exercise of Basin Warrants or Replacement Options after the Effective Time.

70 -
70

Other Covenants

Preparation of Filings

The Parties shall, as promptly as practicable hereafter, cooperate in:

(a) the preparation of any application to obtain the Regulatory Approvals;

(b) the preparation of any filings, documents and submissions required or reasonably requested by any Governmental Entity or stock exchange (including filings, documents and submissions of information reasonably requested in respect of, or meetings held in relation to, the Regulatory Approvals); and

(c) the preparation of any other documents deemed by any of the Parties to be necessary or advisable to discharge the Parties’ respective obligations under applicable Laws in connection with the Arrangement and all other matters contemplated by the Arrangement Agreement.

Resignations

Basin shall obtain and deliver to Nexus, at the Effective Time, evidence reasonably satisfactory to Nexus of the resignations and releases effective as of the Effective Time, of all of the directors and officers of Basin and the Basin Subsidiaries, as requested by Nexus.

Termination

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances, many of which lead to payment of the Termination Fee, including:

by mutual written agreement of the Parties;
by either Nexus or Basin, if:

(a) the Effective Time shall not have occurred on or before the Outside Date otherwise than as a result of the breach by the terminating Party of any covenant or obligation under the Arrangement Agreement or as a result of any representation or warranty of the terminating Party in the Arrangement Agreement being untrue or incorrect in a material respect; or

(b) Basin Shareholder Approval is not obtained at the Meeting.

by Nexus, if:

(a) the Basin Board (i) withdraws its recommendation of the Arrangement, (ii) amends, modifies or qualifies in a manner adverse to Nexus its recommendation of the Arrangement, or (iii) fails to reaffirm its recommendation of the Arrangement within three Business Days (and in any case prior to the Meeting) after having been requested in writing by Nexus to do so;

(b) any representation or warranty of Basin under the Arrangement Agreement is materially untrue or incorrect or if Basin is in material default of a covenant or obligation under the Arrangement Agreement; or

(c) Basin is in breach or default of any of its non-solicitation obligations or covenants or obligations with respect to Nexus’s right to match any Superior Proposal;

by Basin, if:

(a) the Basin Board authorizes Basin, subject to complying with the terms of the Arrangement Agreement, to enter into a legally binding agreement with respect to a Superior Proposal; or

(b) any representation or warranty of Nexus under the Arrangement Agreement is materially untrue or incorrect or if Nexus is in material default of a covenant or obligation under the Arrangement Agreement.

Termination Fee

Nexus is entitled to be paid the Termination Fee upon the occurrence of any of the following events:

(a) the Arrangement Agreement is terminated by Nexus pursuant to a change in recommendation by the Basin Board;

(b) the Arrangement Agreement is terminated by either Basin or Nexus if the Outside Date has passed or Basin failed to obtain the Basin Shareholder Approval;

(c) the Arrangement Agreement is terminated by Nexus pursuant to any breach by Basin of its material representations, warranties and covenants;

(d) the Arrangement Agreement is terminated by Nexus pursuant to paragraphs (a), and (b) above, and if, prior to the earlier of the termination of the Arrangement Agreement and the Outside Date, the date of the Meeting, an Acquisition Proposal, or the intention to make an Acquisition Proposal has been made to Basin or publicly announced by any person (other than Nexus) and within 12 months following such termination (i) an Acquisition Proposal is consummated, or (ii) Basin and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Basin Board approves or recommends, an Acquisition Proposal and such Acquisition Proposal is consummated any time thereafter;

Transfer of Nexus Gold Assets

Pursuant to the Arrangement Agreement, Nexus and Basin have agreed that Nexus will effect the transfer of the Nexus Gold Assets to Spinco prior to the Effective Date, in a manner satisfactory to Nexus, acting reasonably.

71 -
71

72 -

Risks Associated with the Arrangement

In evaluating the Arrangement, Basin Shareholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Basin, may also adversely affect trading price of the Basin Shares, the Nexus Shares, the Spinco Shares and/or the businesses of Basin, Spinco and Nexus following the Arrangement. In addition to the risk factors relating to the Arrangement set out below, Basin Shareholders should also carefully consider the risk factors associated with the businesses of Nexus and Spinco included in this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated. The risks associated with the Arrangement include:

The Arrangement Agreement may be terminated in certain circumstances

Each of Basin and Nexus has the right to terminate the Arrangement Agreement and Arrangement in certain circumstances. Accordingly, there is no certainty, nor can Basin provide any assurance, that the Arrangement Agreement will not be terminated by either Basin or Nexus before the completion of the Arrangement. For example, Nexus has the right, in certain circumstances, to terminate the Arrangement Agreement if changes occur that, in the aggregate, have a Material Adverse Effect on Basin. Although a Material Adverse Effect excludes certain events that are beyond the control of Basin (such as general changes in the global economy or changes that affect the mining industry generally and which do not have a materially disproportionate effect on Basin), there is no assurance that a change having a Material Adverse Effect on Basin will not occur before the Effective Date, in which case Nexus could elect to terminate the Arrangement Agreement and the Arrangement would not proceed.

There can be no certainty that all conditions precedent to the Arrangement will be satisfied.

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Basin, including receipt of the Final Order. There can be no certainty, nor can Basin provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Arrangement is not completed, the market price of the Basin Shares may decline to the extent that the current market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Basin Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total consideration to be paid pursuant to the Arrangement.

Basin will incur costs even if the Arrangement is not completed and may have to pay the Termination Fee.

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Basin and Nexus even if the Arrangement is not completed. There are also opportunity costs associated with the diversion of management's attention away from the conduct of Basin's business in the ordinary course. If the Arrangement is not completed, Basin may be

73 -

required to pay Nexus the Termination Fee. See “The Arrangement – The Arrangement Agreement – Termination – Termination Fee”.

Completion of the Arrangement is uncertain, Basin has dedicated significant resources to pursuing the Arrangement and is restricted from taking specified actions while the Arrangement is pending.

Basin is subject to customary non-solicitation provisions under the Arrangement Agreement. The Arrangement Agreement also restricts Basin rom taking specified actions until the Arrangement is completed without the consent of Nexus. These restrictions may prevent Basin from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. As completion of the Arrangement is dependent upon satisfaction of certain conditions, the completion of the Arrangement is uncertain. If the Arrangement is not completed for any reason, the announcement of the Arrangement, the dedication of Basin’s resources to the completion thereof and the restrictions that were imposed on Basin under the Arrangement Agreement may have an adverse effect on the current future operations, financial condition and prospects of Basin as a standalone entity.

Basin’s Directors and Executive Officers may have Interests in the Arrangement that are different from those of the Basin Shareholders

In considering the recommendation of the Basin Board to vote in favour of the Arrangement Resolution, the Basin Shareholders should be aware that certain members of the Basin Board and management team of Basin have agreements or arrangements that provide them with interests in the Arrangement that differ from, or are in addition to, those of the Basin Shareholders generally. See “The Arrangement — Interests of Certain Persons in the Arrangement”.

Another Attractive Business Combination may not be Available

If the Arrangement is not completed, there can be no assurance that Basin will be able to find a party willing to pay an equivalent or more attractive consideration than the Consideration to be provided under the Arrangement or willing to proceed at all with a similar transaction or any alternative transaction.

Basin and Nexus may be the Targets of Legal Claims, Securities Class Actions, Derivative Lawsuits and Other Claims

Basin and Nexus may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Nexus and Basin seeking to restrain the Arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consumption of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

74 -

Restrictions on Basin’s Ability to Solicit Acquisition Proposals

While the terms of the Arrangement Agreement permit Basin to consider unsolicited Acquisition Proposals, the Arrangement Agreement restricts basin from soliciting third parties to make an Acquisition Proposal. See “The Arrangement – The Arrangement Agreement – Covenants of Basin – Non-Solicitation Covenant”.

Tax Consequences of the Arrangement

Basin will not be seeking an advance income tax ruling from the CRA or any other applicable tax authority in respect of the Arrangement. Whether the transfer of the Spinco Properties to Spinco in exchange for Spinco Shares pursuant to the Arrangement will result in material income tax liability to Basin will depend on the tax cost of the Spinco Properties, the proceeds of disposition of such properties and the extent to which Basin and Spinco effect such transfer on a tax-deferred basis. The distribution of Spinco Shares to Basin Shareholders might also give rise to Canadian income tax consequences to Basin Shareholders depending on the fair market value of the Spinco Shares and the “paid-up capital” of the Basin Shares at the time of the distribution. Such value cannot be definitively determined prior to the Effective Date. If a taxing authority successfully asserts a higher value for the Spinco Shares this could result in material tax liability to Basin Shareholders as a result of the Arrangement. The transactions contemplated in the Arrangement may also give rise to other significant adverse tax consequences to Basin Shareholders and each Basin Shareholder is urged to consult his, her or its own tax advisors.

Basin Shareholders will receive a fixed number of Nexus Shares.

Basin Shareholders (other than Dissenting Basin Shareholders, if any) will receive a fixed number of Nexus Shares under the Arrangement, rather than Nexus Shares with a fixed market value. Because the number of Nexus Shares to be received in respect of each Basin Share under the Arrangement will not be adjusted to reflect any change in the market value of the Nexus Shares or the Basin Shares, the market value of Nexus Shares received under the Arrangement may vary significantly from the market value at the dates referenced in this Circular. If the market price of the Nexus Shares relative to the market price of Basin Shares increases or decreases, the value of the consideration that Basin Shareholders receive pursuant to the Arrangement will correspondingly increase or decrease. There can be no assurance that the market price of the Nexus Shares relative to the market price of the Basin Shares on the Effective Date will not be lower than the relative market prices of such shares on the date of the Meeting. In addition, the number of Nexus Shares being issued in connection with the Arrangement will not change despite decreases or increases in the market price of Basin Shares. Many of the factors that affect the market price of the Nexus Shares and the Basin Shares are beyond the control of Nexus and Basin, respectively. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.

Impact on the Price of Basin Shares and Future Business Operations

If the Arrangement is not approved by the Basin Shareholders or completed at all, there may be a negative impact on the price of the Basin Shares and Basin’s future business and operations to the

75 -
extent that the current trading price of Basin Shares reflects an assumption that the Arrangement will be completed. The price of the Basin Shares may decline if the Arrangement is not completed.

Spinco Shares may not be Listed on the CSE and may not be qualified investments under the Tax Act for a Registered Plan.

Although an application will be made to the CSE for listing of the Spinco Shares on the CSE, there is no assurance when, or if, the Spinco Shares will be listed on the CSE or on any other stock exchange. If the Spinco Shares are not listed on a designated stock exchange in Canada before the due date for Spinco’s first income tax return, or if Spinco does not otherwise satisfy the conditions in the Tax Act to be a “public corporation”, the Spinco Shares will not be considered to be a qualified investment for a Registered Plan from their date of issue. Where a Registered Plan acquires a Spinco Share in circumstances where the Spinco Share is not a qualified investment under the Tax Act, adverse tax consequences may arise for the Registered Plan and the annuitant under the Registered Plan, including that the Registered Plan may become subject to penalty taxes, the annuitant of such Registered Plan may be deemed to have received income therefrom or be subject to a penalty tax or, in the case of a registered education savings plan, such plan may have its tax exempt status revoked. See “Certain Canadian Federal Income Tax Considerations – Residents of Canada - Eligibility for Investment”.

Dissent Rights

The following description of the Dissent Rights is not a comprehensive statement of the procedures to be followed by a Dissenting Basin Shareholder who seeks payment of the fair value of its Basin Shares and is qualified in its entirety by the reference to the full text of Sections 237 to 247 of the BCBCA, which is attached to this Circular as Appendix “G”, as modified by the Plan of Arrangement and the Interim Order, which is attached to this Circular as Appendix “F”. A Dissenting Basin Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Basin Shareholder should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of all Dissent Rights.

Pursuant to the Interim Order, any Registered Basin Shareholder at the close of business on the Record Date may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement in the manner provided in sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement. The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

Each Dissenting Basin Shareholder is entitled to be paid the fair value (determined as of the close of business on the last Business Day before the Arrangement Resolution was adopted at the Meeting) of all, but not less than all, of the holder’s Basin Shares, provided that the holder duly dissents to the Arrangement Resolution and the Arrangement becomes effective.

76 -

A Beneficial Shareholder who wishes to dissent with respect to its Basin Shares should be aware that only Registered Basin Shareholders are entitled to exercise Dissent Rights. A Registered Basin Shareholder who holds Basin Shares as nominee for a Beneficial Shareholder who wishes to dissent, may exercise Dissent Rights on behalf of such Beneficial Shareholder with respect to the Basin Shares held for such Beneficial Shareholder.

To exercise Dissent Rights under sections 237-247 of the BCBCA, modified by the Plan of Arrangement, the Interim Order, and Final Order, notwithstanding Section 242(1)(a) of the BCBCA, the Registered Basin Shareholder must provide written objection to the Arrangement Resolution (the "Dissent Notice") to Basin at c/o McMillan LLP, Attn: Arman Farahani, at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, no later than 5:00 p.m. (Vancouver time) on September 2, 2025 (or two Business Days immediately preceding the date of the Meeting if it is adjourned or postponed).

A Dissenting Basin Shareholder must dissent with respect to all Basin Shares of which it is the registered and beneficial owner. A Registered Basin Shareholder who wishes to dissent must deliver the Dissent Notice to Basin as set forth above and such Dissent Notice must strictly comply with the requirements of Section 242 of the BCBCA. Any failure by a Basin Shareholder to fully comply with the provisions of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of that holder's Dissent Rights. Beneficial Shareholders who wish to exercise Dissent Rights must cause the Registered Basin Shareholder holding their Basin Shares to deliver the Dissent Notice.

To exercise Dissent Rights, a Registered Basin Shareholder must prepare a separate Dissent Notice for themselves, if dissenting on their own behalf, and for each other Beneficial Shareholder for whom they are dissenting with respect to Basin Shares registered in the Registered Basin Shareholder's name. If dissenting on its own behalf, a Registered Basin Shareholder must dissent with respect to all of the Basin Shares registered in their name. If dissenting on behalf of a Beneficial Shareholder, the Registered Basin Shareholder must dissent with respect to all Basin Shares registered in their name and beneficially owned by that dissenting Beneficial Shareholder. The Dissent Notice must set out the number of Dissent Shares and a statement to the effect of either:

(a) that the Dissent Shares represent all Basin Shares of which the Basin Shareholder is both the registered and beneficial owner, and that they own no other Basin Shares beneficially;

(b) that the Dissent Shares represent all Basin Shares of which the Basin Shareholder is both the registered and beneficial owner, but that they also beneficially own other Basin Shares registered in the name of different shareholders, together with the names of those shareholders, the number of shares held by each, and confirmation that written notices of dissent have been or are being submitted for those shares; or

(c) that the Registered Basin Shareholder is not the beneficial owner of the Dissent Shares, in which case the notice must include the name and address of the Beneficial Shareholder and a statement confirming that the Registered Basin Shareholder is dissenting with respect to all such Basin Shares registered in their name.

77 -

If the Arrangement Resolution is approved, and Basin notifies a registered holder of Dissent Shares of Basin’s intention to act upon the Arrangement Resolution pursuant to Section 243 of the BCBCA, in order to exercise Dissent Rights, such Basin Shareholder must, within one month after Basin gives such notice, send to Basin a written notice that such holder requires the purchase of all of the Dissent Shares in respect of which such holder has given a Dissent Notice. Such written notice must be accompanied by the certificate(s) or DRS statement(s) representing those Dissent Shares (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by the Basin Shareholder on behalf of a Beneficial Shareholder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the Basin Shareholder becomes a Dissenting Basin Shareholder, and is bound to sell and Basin is bound to purchase and cancel those Basin Shares. Such Dissenting Basin Shareholder may not vote, or exercise or assert any rights of a Basin Shareholder in respect of such Dissent Shares, other than the rights set forth in Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

Dissenting Basin Shareholders who are:

(a) ultimately entitled to be paid fair value for their Dissent Shares shall be deemed not to have participated in the Arrangement and will be paid an amount equal to such fair value determined in accordance with the procedures applicable to the payout value set out in Sections 244 and 245 of the BCBCA and determined as of the close of business on the Business Day before the Arrangement Resolution was adopted, by Basin, and will be deemed to have transferred such Dissent Shares as of the Effective Time to Basin, without any further act or formality, and free and clear of all Liens, Claims and encumbrances; or

(b) ultimately not entitled, for any reason, to be paid fair value for their Dissent Shares, will be deemed to have participated in the Arrangement on the same basis as a Basin Shareholder that has not exercised Dissent Rights and shall be entitled to receive only the Nexus Shares and Spinco Shares on the basis determined in accordance with the Arrangement Agreement that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights.

If a Dissenting Basin Shareholder is ultimately entitled to be paid by Basin for their Dissent Shares, such Dissenting Basin Shareholder may enter an agreement with Basin for the fair value of such Dissent Shares. If such Dissenting Basin Shareholder does not reach an agreement with Basin, such Dissenting Basin Shareholder, or Basin, may apply to the Court, and the Court may:

(a) determine the payout value of the Dissent Shares, or order that the payout value of the Dissent Shares be established by arbitration or by reference to a Registrar, or a referee, of the Court;

(b) join in the application of each Dissenting Basin Shareholder who has not agreed with Basin on the amount of the payout value of the Dissent Shares; and

78 -

There is no obligation on Basin to make an application to the Court. The Dissenting Basin Shareholder will be entitled to receive the fair value that the Dissent Shares had as of the close of business on the day before the Arrangement Resolution was adopted at the Meeting, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable). After a determination of the fair value of the Dissent Shares, Basin must then promptly pay that amount to the Dissenting Basin Shareholder.

In no case shall Basin, Nexus, Spinco or any other person be required to recognize Dissenting Basin Shareholders as Nexus Shareholders or Spinco Shareholders after the Effective Time, and each Dissenting Basin Shareholder will cease to be entitled to the rights of a Basin Shareholder in respect of the Basin Shares in relation to which such Dissenting Basin Shareholder has exercised Dissent Rights and the central securities register of Basin will be amended to reflect that such former holder is no longer the holder of such Basin Shares as and from the completion of Arrangement.

For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to Basin Shares in respect of which a person has voted or has instructed a proxy holder to vote in favor of the Arrangement Resolution.

Dissent Rights with respect to Dissent Shares will terminate and cease to apply to the Dissenting Basin Shareholder if, before full payment is made for the Dissent Shares, the Arrangement is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Basin Shareholder withdraws the Dissent Notice with Basin's written consent. If any of these events occur, Basin must return the share certificates or DRS Statements representing the Basin Shares to the Dissenting Basin Shareholder and the Dissenting Basin Shareholder regains the ability to vote and exercise its rights as a Basin Shareholder.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A Basin Shareholder who intends to exercise Dissent Rights must strictly adhere to the procedures established in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and failure to do so may result in the loss of all Dissent Rights. Persons who are Beneficial Shareholders registered in the name of an intermediary, or in some other name, who wish to exercise Dissent Rights, should be aware that only the registered owner of such Basin Shares is entitled to dissent.

It is suggested that any Basin Shareholder wishing to avail himself or herself of Dissent Rights seek his or her own legal advice as failure to comply strictly with the applicable provisions of the BCBCA and the Interim Order may prejudice the availability of Dissent Rights. Dissenting Basin Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive process.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of McMillan LLP, counsel to Basin, the following is a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a Basin Shareholder who, for purposes of the Tax Act, holds Basin Shares and will hold Nexus Shares, and Spinco Shares acquired pursuant to the Arrangement, as capital property, deals at arm's length with each of Basin, Nexus and Spinco and is not affiliated with Basin, Nexus or Spinco and who

79 -

disposes of Basin Shares pursuant to the Arrangement. This summary assumes that a Basin Optionholder acquired their Basin Options in respect of, in the course of, or by virtue of such holder’s employment with Basin or a person related to Basin.

Basin Shares generally will be considered capital property to a Basin Shareholder for purposes of the Tax Act unless the Basin Shareholder holds such Basin Shares in the course of carrying on a business of buying and selling securities or the Basin Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade. In circumstances where Basin Shares may not otherwise constitute capital property to a particular holder who is resident in Canada for purposes of the Tax Act, such holder may be entitled to elect that Basin Shares be deemed capital property by making an irrevocable election under subsection 39(4) of the Tax Act to deem every “Canadian security” (as defined in the Tax Act) owned by such holder in the taxation year of the election and in each subsequent taxation year to be capital property. Basin Shareholders contemplating such an election should first consult their own tax advisors. The election under subsection 39(4) of the Tax Act is not available in respect of Basin Options. Where a Shareholder makes an election with Nexus under Section 85 of the Tax Act as described below the Nexus Shares received will not be “Canadian securities” to such holder and will not be deemed capital property under subsection 39(4) of the Tax Act.

This summary is based on the current provisions of the Tax Act, the regulations thereunder (the “Tax Regulations”) in force on the date hereof, and counsel’s understanding of the current published administrative policies and assessing practices of the CRA. The summary takes into account all specific proposals to amend the Tax Act and the Tax Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and assumes that all Tax Proposals will be enacted in the form proposed. However, there is no certainty that the Tax Proposals will be enacted in the form currently proposed, if at all. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or other changes in administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may materially differ from Canadian federal income tax legislation or considerations.

This summary does not apply to Basin Shareholders which are “financial institutions” for the purposes of the market-to-market rules in the Tax Act, “specified financial institutions” or an interest in which would be a “tax shelter” or a “tax shelter investment” each as defined in the Tax Act. This summary also does not apply to a Basin Shareholder that has made a functional currency reporting election pursuant to the Tax Act. In addition, this summary does not address the tax considerations relevant to Basin Shareholders who acquired their shares on the exercise of an employee stock option. Such Basin Shareholders should consult their own tax advisors.

This summary also does not apply to holders of Basin Warrants or Basin RSUs.

Further, this summary is not applicable to a person that (i) is a corporation resident in Canada and (ii) is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of Basin Shares, Nexus Shares or Spinco Shares, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. Any such shareholder should consult its own tax advisor.

80 -
This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal, business or tax advice or representations to any particular Basin Shareholder. Accordingly, Basin Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Basin Shares, Nexus Shares or Spinco Shares, including interest, dividends, adjusted cost base and proceeds of disposition must be converted into Canadian dollars based on the relevant exchange rate applicable on the effective date (as determined in accordance with the Tax Act) of the related acquisition, disposition or recognition of income.

Residents of Canada

This part of the summary is applicable only to Basin Shareholders and Basin Optionholders, who, for the purposes of the Tax Act and at all relevant times, are resident, or deemed to be resident, in Canada ("Resident Shareholders" and "Resident Optionholder", respectively). This part of the summary assumes that Resident Optionholders acquired Basin Options in respect of, in the course of, or by virtue of employment carried on in Canada and at all relevant times dealt at arm's length with Basin.

Exchange of Basin Shares for Basin Class A Shares and Spinco Shares

The cost to a Resident Shareholder of Spinco Shares acquired on the exchange of Basin Shares for Basin Class A Shares and Spinco Shares will be equal to the fair market value of the Spinco Shares at the time of the exchange. The cost to a Resident Shareholder of Basin Class A Shares acquired on the exchange will be equal to the amount, if any, by which the adjusted cost base ("ACB") of the Resident Shareholder's Basin Shares immediately before the exchange exceeds the fair market value of the Spinco Shares received on the exchange. If the aggregate fair market value of the Spinco Shares received by a Resident Shareholder on the exchange exceeds the paid-up capital as determined for purposes of the Tax Act of the Basin Shares exchanged then the excess will generally be deemed to be a dividend received by the Resident Shareholder from Basin. See "Dividends on Shares" below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be received as dividends. A determination of whether a Resident Shareholder will be deemed to receive a dividend and the amount of any such dividend cannot be made at this time because it will be dependent on the fair market value, on the Effective Date, of the Spinco Shares distributed by Basin pursuant to the Arrangement and the paid-up capital of the Basin Shares on the Effective Date. Subsequent to the Effective Date, Basin will advise Basin Shareholders as to whether it believes a deemed dividend arose and the amount of any such deemed dividend by having such information posted on the Nexus website at https://nexusuranium.com. However, this information will not be binding on the CRA. To ensure that non-resident withholding tax is not withheld from any dividends deemed to be received by Resident Shareholders, Resident Shareholders must provide the information requested in the Letter of Transmittal confirming that the beneficial owner of the Basin Shares is or is deemed to be a resident of Canada for purposes of the Tax Act.

81 -

On the exchange of Basin Shares for Basin Class A Shares and Spinco Shares, a capital gain (or capital loss) may be realized by a Resident Shareholder equal to the amount by which (a) the aggregate of the cost of the Spinco Shares and of the Basin Class A Shares received, determined as described above, less the amount of any dividend deemed to be received on the exchange, exceeds (or is less than) (b) the aggregate of the ACB of the Basin Shares exchanged and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses” below.

Exchange of Basin Class A Shares for Nexus Shares

As part of the Arrangement, each Basin Class A Share will be exchanged for approximately 1.1 of a Nexus Share, based on the number of Basin Shares outstanding as of the date of the Arrangement Agreement.

A Resident Shareholder who exchanges Basin Class A Shares for Nexus Shares as part of the Arrangement should be entitled to rely on subsection 85.1(1) of the Tax Act to avoid recognizing a capital gain (or capital loss) on the disposition of such Basin Class A Shares, unless the Resident Shareholder chooses to recognize a capital gain (or capital loss) by including any portion of such capital gain (or capital loss) in computing their income for the taxation year in which the exchange takes place, as described below.

Where a Resident Shareholder does not choose to recognize any portion of the capital gain (or capital loss) on the disposition of Basin Class A Shares for Nexus Shares under the Arrangement, the Resident Shareholder should be considered to have disposed of those Basin Class A Shares for

proceeds of disposition equal to the Resident Shareholder’s “adjusted cost base” (as defined in the Tax Act) of such Basin Class A Shares, determined immediately before the Basin Class A Shares are exchanged for Nexus Shares under the Arrangement. As a consequence, the exchange should automatically be fully tax-deferred to such a Resident Shareholder and no Canadian federal income tax election will be required or made available by Basin or Nexus for such Resident Shareholder. The cost to such Resident Shareholder of Nexus Shares acquired under the Arrangement will equal the proceeds of disposition of the Basin Class A Shares exchanged for Nexus Shares. This cost will be averaged with the adjusted cost base of all other shares of Nexus Shares held by the Resident Shareholder for the purposes of determining the adjusted cost base of each Nexus Share held by the Resident Shareholder after the exchange.

Where a Resident Shareholder chooses to recognize any portion of a capital gain (or capital loss) on the disposition of Basin Class A Shares exchanged for Nexus Shares under the Arrangement, the Resident Shareholder will recognize a capital gain (or capital loss) equal to the amount, if any, by which the fair market value of the Nexus Shares received, net of any reasonable costs of disposition, exceeds (or is less than) the adjusted cost base to the Resident Shareholder of the Basin Class A Shares exchanged, determined immediately before the time of disposition. See “– Taxation of Capital Gains and Losses” below. In this case, the cost to the Resident Shareholder of the Nexus Shares acquired under the Arrangement will be equal to their fair market value at the time they are received by the Resident Shareholder. This cost will be averaged with the adjusted cost base of all other Nexus Shares held by the Resident Shareholder for the purposes of determining the adjusted cost base of each Nexus Share held by the Resident Shareholder after the exchange.

82 -

Exchange of Basin Options for Replacement Options

A Resident Optionholder will realize neither a capital gain nor a capital loss on the Arrangement as a result of the exchange of a Basin Option for a Replacement Option. Provided that the In-The-Money Amount of the Replacement Options received by a Resident Optionholder, as measured immediately after the exchange, does not exceed the In-The-Money Amount of the Basin Options of such Resident Optionholder as measured immediately before the exchange, the exchange will not give rise to an employment benefit that would be required to be included in a Resident Optionholder’s income. On exercise of Replacement Options to acquire Nexus Shares, a Resident Optionholder will have an employment benefit included in his or her income equal to the value of the Nexus Shares acquired at that time less the amount paid on the exercise of the Replacement Options to acquire such shares. Provided that no amount is included in the Resident Optionholder’s income in respect of the exchange of a Basin Option and the amount payable by the Resident Optionholder to acquire a Basin Share under the Basin Option was not less than the fair market value of a Basin Share at the time that the Resident Optionholder acquired the Basin Option, one-half of this employment benefit arising on the exercise of the Replacement Option may generally be deductible in computing a Resident Optionholder’s taxable income.

Dividends on Shares

Dividends received or deemed to be received on Basin Shares, Nexus Shares and Spinco Shares by a Resident Shareholder who is an individual (other than certain trusts) will be included in computing the individual’s income for purposes of the Tax Act for the taxation year in which the dividends are received or deemed to be received, and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit in respect of dividends that are designated as “eligible dividends” in accordance with the rules in the Tax Act. There may be limitations on the ability of Basin, Nexus and Spinco to designate dividends as “eligible dividends”.

A Resident Shareholder that is a corporation will include dividends received or deemed to be received on Basin Shares, Nexus Shares and Spinco Shares in computing its income for tax purposes and generally will be entitled to deduct the amount of such dividends in computing its taxable income. A “private corporation” or a “subject corporation” (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay an additional tax (refundable in certain circumstances) on any dividend that it receives, or is deemed to have received, to the extent that the dividend is deductible in computing the corporation’s taxable income. In certain circumstances, Section 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Shareholder that is a corporation as proceeds of disposition or as a capital gain and not as a dividend. Resident Shareholders that are corporations should consult their own tax advisors having regard to their own circumstances.

Disposition of Nexus Shares and Spinco Shares

A Resident Shareholder that disposes or is deemed to dispose of a Nexus Share or a Spinco Share in a taxation year generally will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Nexus Share or Spinco Share, as the case may be, exceed (or are

less than) the sum of the Resident Shareholder’s ACB of such Nexus Share or Spinco Share, determined immediately before the disposition and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses” below.

Taxation of Capital Gains and Losses

Generally, a Resident Shareholder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by it in that year. A Resident Shareholder will generally be entitled to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Shareholder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years to the extent and under the circumstances specified in the Tax Act.

Where a Resident Shareholder is a corporation, the amount of any capital loss arising on a disposition or deemed disposition of any share may be reduced by the amount of dividends received or deemed to have been received by it on such share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns shares, or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns any shares. Resident Shareholders to whom these rules may be relevant should consult their own tax advisors.

Additional Refundable Tax on Canadian-Controlled Private Corporations

A Resident Shareholder that is a “Canadian-controlled private corporation” as defined in the Tax Act throughout the relevant taxation year, or a “substantive CCPC” as defined in the Tax Act at any time in the year, may be required to pay, in addition to tax otherwise payable under the Tax Act, an additional tax (refundable in certain circumstances) on its “aggregate investment income” as defined in the Tax Act for the year, including certain amounts in respect of net taxable capital gains realized, dividends received (or deemed to be received) that are not deductible under the Tax Act, and interest. Resident Shareholders should consult their own tax advisors with regard to this additional tax and refund mechanism.

Minimum Tax

Taxable dividends received or deemed to be received, or capital gains realized, by a Resident Shareholder who is an individual or trust (other than certain specified trusts) may give rise to liability for alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors regarding their particular circumstances.

Dissenting Basin Shareholders

A Resident Shareholder who exercises Dissent Rights in respect of the Arrangement (a “Resident Dissenting Shareholder”) and who disposes of Basin Shares to Basin in consideration for a debt claim against Basin will be deemed to have received a dividend from Basin equal to the amount, if any, by which the amount of the debt claim exceeds the paid-up capital (computed for the

84 -
purpose of the Tax Act) of the Basin Shares held by such Resident Dissenting Shareholder. A Resident Dissenting Shareholder will also be considered to have disposed of such Dissenting Resident Shareholder's Basin Shares for proceeds of disposition equal to the amount, if any, of such debt claim less the amount of (i) any interest awarded by a court, and (ii) any deemed dividend (as described above). A Resident Dissenting Shareholder may realize a capital gain (or a capital loss) to the extent such the proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base of the Basin Shares to the Resident Dissenting Shareholder and any reasonable costs of disposition.

Any deemed dividend received by a Resident Dissenting Shareholder and any capital gain or capital loss realized by the Resident Dissenting Shareholder, will be treated in the same manner as described under the above headings “– Dividends on Nexus Shares and Spinco Shares” and “– Taxation of Capital Gains and Losses”.

Interest awarded by a court to a Dissenting Resident Shareholder will be included in the holder's income for purposes of the Tax Act.

Resident Shareholders who are considering exercising Dissent Rights should consult their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights having regard to their particular circumstances.

Eligibility for Investment

The Nexus Shares to be issued pursuant to the Arrangement would, if issued on the date of this Circular, be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a deferred profit sharing plan, a registered education savings plan (“RESP”), a registered disability savings plan (“RDSP”) a tax-free savings account (“TFSA”) or a first home savings account (“FHSA”) provided that the Nexus Shares are listed on a “designated stock exchange” as defined for purposes of the Tax Act (which includes the CSE on the date of this Circular)

Notwithstanding the foregoing, if the Nexus Shares are a “prohibited investment” (as defined in the Tax Act) for a particular RRSP, RRIF, RESP, RDSP, FHSA or TFSA (each a “Registered Plan”), the annuitant of an RRSP or RRIF, holder of a TFSA, FHSA or RDSP or subscriber of a RESP (each such person referred to as a “Plan Subscriber”), as the case may be, will be subject to a penalty tax as set out in the Tax Act. The Nexus Shares will generally not be a “prohibited investment” for a Registered Plan provided that the Plan Subscriber deals at arm’s length with Nexus for purposes of the Tax Act and does not have a “significant interest” (within the meaning of the Tax Act for purposes of the prohibited investment rules) in Nexus. Additionally, the Nexus Shares will generally not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act for purposes of the prohibited investment rules. Plan Subscribers should consult with their own tax advisors as to whether the Nexus Shares will be a prohibited investment for such Registered Plans in their particular circumstances.

The Basin Class A Shares and the Spinco Shares to be issued pursuant to the Arrangement would, if issued on the date of this Circular, be “qualified investments” under the Tax Act for Registered Plans and deferred profit sharing plans provided that such shares are listed on a designated stock

85 -

exchange or Spinco or Basin, as the case may be, is a “public corporation” as defined in the Tax Act. If the Spinco Shares are not listed on a designated stock exchange at the time they are issued pursuant to the Arrangement, but such shares become listed on a designated stock exchange in Canada before the due date for Spinco’s first income tax return and Spinco makes the appropriate election under the Tax Act in that return, such shares will be considered qualified investments for Registered Plans from the date of issuance.

Notwithstanding the foregoing, if the Basin Class A Shares or Spinco Shares are a “prohibited investment” (as defined in the Tax Act) for a particular Registered Plan, the Plan Subscriber in respect of such plan will be subject to a penalty tax as set out in the Tax Act. The Basin Class A Shares or Spinco Shares, as the case may be, will generally not be a “prohibited investment” for a Registered Plan provided that the Plan Subscriber deals at arm’s length with Basin or Spinco, as the case may be, for purposes of the Tax Act and does not have a “significant interest” (within the meaning of the Tax Act for purposes of the prohibited investment rules) in Basin or Spinco, as the case may be. Additionally, the Basin Class A Shares and Spinco Shares will generally not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act for purposes of the prohibited investment rules. Plan Subscribers should consult with their own tax advisors as to whether the Basin Class A Shares or Spinco Shares will be a prohibited investment for such Registered Plans in their particular circumstances.

Non-Residents of Canada

This part of the summary is applicable to Basin Shareholders and Basin Optionholders, who, for purposes of the Tax Act, have not been and will not be resident or deemed to be resident in Canada at any time while they have held or will hold Basin Shares, Nexus Shares, Spinco Shares, Basin Options, and Replacement Options and who do not use or hold, will not use or hold and are not and will not be, deemed to use or hold such Basin Shares, Nexus Shares, Spinco Shares, Basin Options, and Replacement Options and in carrying on a business in Canada (a “Non-Resident Shareholder” and “Non-Resident Optionholder”, respectively). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere. This part of the summary assumes that Non-Resident Optionholders acquired their Basin Options in respect of, in the course of, and by virtue of employment carried on outside of Canada.

Exchange of Basin Shares for Basin Class A Shares and Spinco Shares

The cost to a Non-Resident Shareholder of Spinco Shares acquired on the exchange of Basin Shares for Basin Class A Shares and Spinco Shares will be equal to the fair market value of the Spinco Shares at the time of the exchange. The cost to a Non-Resident Shareholder of Basin Class A Shares acquired on the exchange will be equal to the amount, if any, by which the ACB of the Non-Resident Shareholder’s Basin Shares immediately before the exchange exceeds the fair market value of the Spinco Shares received on the exchange. If the aggregate fair market value of the Spinco Shares received by a Non-Resident Shareholder on the exchange exceeds the paid-up capital as determined for purposes of the Tax Act of the Basin Shares exchanged then the excess will generally be deemed to be a dividend received by the Non-Resident Shareholder from Basin subject to withholding tax. See “Dividends on Shares” below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be

86 -

received as dividends. A determination of whether a Non-Resident Shareholder will be deemed to receive a dividend and the amount of any such dividend cannot be made at this time because it will be dependent on the fair market value, on the Effective Date, of the Spinco Shares distributed by Basin pursuant to the Arrangement and the paid-up capital of the Basin Shares on the Effective Date. Subsequent to the Effective Date, Basin will advise Basin Shareholders as to whether it believes a deemed dividend arose and the amount of any such deemed dividend by having such information posted on the Nexus website at https://nexusuranium.com. However, this information will not be binding on the CRA.

If Basin determines that a deemed dividend arose as a consequence of the Arrangement, Basin, Nexus, the Depositary and any relevant intermediary will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to a Basin Shareholder (including the Spinco Shares) such amounts as Basin, Nexus, the Depositary and any relevant intermediary is required or permitted to deduct and withhold under the Tax Act. To the extent that Basin, Nexus, the Depositary and any relevant intermediary is required to deduct and withhold from consideration that is not cash, including the Spinco Shares, Basin, Nexus, the Depositary and any relevant intermediary is entitled to liquidate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations (including any applicable interest and penalties).

Any such sales may negatively impact the trading price of the Spinco Shares (if listed). Any Spinco Shares that are withheld and are not sold to realize sufficient net proceeds to fund withholding tax obligations (if any) will be distributed to the Non-Resident Shareholders. For Non-Resident Shareholders to benefit from the provisions of a tax treaty in respect of applicable Canadian non-resident withholding tax, the Non-Resident Shareholder must provide the information requested in the Letter of Transmittal relating to the country in which the beneficial owner of the Basin Shares is resident and taxable.

On the exchange of Basin Shares for Basin Class A Shares and Spinco Shares, the capital gain (or capital loss) realized by a Non-Resident Shareholder will be equal to the amount by which (a) the aggregate of the cost of the Spinco Shares and of the Basin Class A Shares received, determined as described above, less the amount of any dividend deemed to be received on the exchange exceeds (or is less than) (b) the aggregate of the ACB of Basin Shares exchanged and any reasonable costs of disposition. A Non-Resident Shareholder who exchanges Basin Class A Shares for Nexus Shares as part of the Arrangement should be entitled to rely on subsection 85.1(1) of the Tax Act to avoid recognizing a capital gain (or capital loss) on the disposition of such Basin Class A Shares, unless the Non-Resident Shareholder chooses to recognize a capital gain (or capital loss) by including any portion of such capital gain (or capital loss) in computing their income for the taxation year in which the exchange takes place. See discussion above under "Certain Canadian Federal Income Tax Considerations – Residents of Canada – Exchange of Basin Class A Shares for Nexus Shares".

A Non-Resident Shareholder who participates in the Arrangement will not be subject to tax under the Tax Act on any capital gain realized on the exchange of Basin Shares for Basin Class A Shares and Spinco Shares, provided that the Basin Shares are not "taxable Canadian property" (as defined in the Tax Act), as discussed below, to the Non-Resident Shareholder at the time of the exchange

87 -

or an applicable income tax treaty or convention exempts the capital gain from tax under the Tax Act.

Exchange of Basin Class A Shares for Nexus Shares and Disposition of Nexus Shares and Spinco Shares

A Non-Resident Shareholder will not be subject to tax under the Tax Act on the disposition of Basin Shares, Basin Class A Shares, Nexus Shares or Spinco Shares unless the Basin Shares, Basin Class A Shares, Nexus Shares or Spinco Shares, as the case may be, constitute “taxable Canadian property” of the Non-Resident Shareholder for purposes of the Tax Act and the Non-Resident Shareholder is not entitled to relief under an applicable income tax treaty or convention.

Basin Shares, Basin Class A Shares, Nexus Shares or Spinco Shares, respectively, will generally not constitute taxable Canadian property of a Non-Resident Shareholder unless at any time during the 60-month period immediately preceding the disposition (i) the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder did not deal at arm’s length, or the Non-Resident Shareholder together with all such persons, owned or was considered to own 25% or more of the issued shares of any class or series of shares of the capital stock of the applicable corporation, and (ii) more than 50% of the fair market value of the shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Shares may also be deemed to be “taxable Canadian property” pursuant to the Tax Act in certain circumstances.

Even if any of the Basin Shares, Basin Class A Shares, Nexus Shares or Spinco Shares are taxable Canadian property to a Non-Resident Shareholder at a particular time such holder may be exempt from tax by virtue of an income tax treaty or convention to which Canada is a signatory.

In the event Basin Shares, Basin Class A Shares, Nexus Shares or Spinco Shares, as the case may be, are taxable Canadian property to a Non-Resident Shareholder at the time of disposition and such Non-Resident Shareholder is not exempt from tax by a tax treaty, the tax consequences described above under “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Exchange of Basin Class A Shares for Nexus Shares”, “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Disposition of Nexus Shares and Spinco Shares” and “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Taxation of Capital Gains and Losses” will generally apply.

Dividends on Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Shareholder’s Basin Shares, Nexus Shares or Spinco Shares will be subject to withholding tax under the Tax Act at a rate of 25% unless the rate is reduced under the provisions of an applicable income tax treaty or convention. In the case of a beneficial owner of dividends who is a resident of the United States for purposes of the Canada-US Tax Convention (1980) and who is entitled to the benefits of that treaty, the rate of withholding will generally be reduced to 15%.

87 -

88 -

Exchange of Basin Options for Replacement Options

A Non-Resident Optionholder will realize neither a capital gain nor a capital loss as a result of the exchange of Basin Options for Replacement Options under the Arrangement. The exchange will not give rise to an employment benefit taxable in Canada to a Non-Resident Optionholder.

Dissenting Basin Shareholders

A Non-Resident Shareholder who exercises Dissent Rights in respect of the Arrangement (a “Non-Resident Dissenting Shareholder”) and disposes of Basin Shares to Basin in consideration for a debt claim against Basin will realize a dividend and capital gain or loss in the same manner as discussed above under “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Dissenting Basin Shareholders”.

Any deemed dividend received by a Non-Resident Dissenting Shareholder will generally be subject to Canadian withholding tax as described above under the heading “Certain Canadian Federal Income Tax Considerations – Non-Residents of Canada – Dividends on Shares”.

A Non-Resident Dissenting Shareholder will generally not be subject to income tax under the Tax Act in respect of any capital gain realized on a disposition of Basin Shares pursuant to the exercise of their Dissent Rights unless such Company Shares constitute “taxable Canadian property” and are not “treaty-protected property”, each as defined in the Tax Act, to such Non-Resident Dissenting Holder, as discussed above under the heading “Certain Canadian Federal Income Tax Considerations – Non-Residents of Canada – Exchange of Basin Class A Shares for Nexus Shares and Cash and Disposition of Nexus Shares and Spinco Shares”. Non-Resident Dissenting Shareholders whose Basin Shares may constitute “taxable Canadian property” should consult their own tax advisors.

Where a Non-Resident Dissenting Shareholder receives interest in connection with the exercise of Dissent Rights in respect of the Arrangement, the interest generally should not be subject to Canadian withholding tax under the Tax Act provided that such interest is not “participating debt interest” (as defined in the Tax Act).

Non-Resident Shareholders who are considering exercising Dissent Rights should consult their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights having regard to their particular circumstances.

NO OPINION, ADVICE OR REPRESENTATION AS TO UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

NO OPINION, ADVICE OR REPRESENTATION IS BEING PROVIDED HEREIN WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ARRANGEMENT TO BASIN SHAREHOLDERS. THIS CIRCULAR HAS NOT BEEN PREPARED TO ADDRESS THE TAX CONSEQUENCES UNDER ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS, AND BASIN SHAREHOLDERS WHO ARE WHO ARE RESIDENT IN, OR SUBJECT TO TAX IN, THE UNITED STATES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. TAX CONSEQUENCES APPLICABLE TO THEIR PARTICULAR CIRCUMSTANCES.

89 -

INFORMATION CONCERNING BASIN

Basin has actively been advancing its US uranium projects and has recently completed a maiden resource estimate on its Chord project. Basin is also advancing permitting for its projects in Wyoming, Utah and South Dakota. Carrying out targeted exploration on its flagship Chord project and brownfield Wyoming projects is of high priority for Basin.

INFORMATION CONCERNING NEXUS

Nexus was incorporated as 66 Resources Corp. pursuant to the BCBCA on May 31, 2017, and changed its name to Golden Independence Mining Corp. on September 1, 2020, and to Nexus Uranium Corp. on November 27, 2023. The head office of Nexus is located at #503, 905 West Pender St., Vancouver, British Columbia, V6C 1L6. Nexus' registered and records office is located at Suite 1200 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Nexus Shares are listed on the CSE under the symbol "NEXU" See Appendix "D" - Information Concerning Nexus". Information relating to Nexus is contained in Appendix "D" to this Circular.

INFORMATION CONCERNING SPINCO

Spinco is currently a wholly-owned subsidiary of Basin that has been formed to acquire and hold the Spinout Assets. The registered and records office of Spinco is located at Suite 1500 - 1055 West Georgia Street, Vancouver, BC V6E 4N7. Upon completion of the Arrangement, Spinco expects that it will be a reporting issuer in British Columbia, Alberta and Ontario and will hold the Spinout Assets. An application will be made for listing of the Spinco Shares on the CSE. Listing of the Spinco Shares will be subject to meeting CSE initial listing requirements and there is no assurance such a listing will be obtained. Information relating to Spinco after the Arrangement is contained in Appendix "E" to this Circular.

OTHER MATTERS TO BE CONSIDERED AT THE MEETING

Financial Statements

The consolidated audited financial statements of the Company for the Company's financial years ended May 31, 2024, and 2023, the report of the auditor thereon and the related management's discussion and analysis were filed under the Company's SEDAR+ profile at www.sedarplus.ca on October 1, 2024, which will be tabled at the Meeting and will be available at the Meeting.

90 -

Appointment and Remuneration of Auditors

Manning Elliott LLP, Chartered Professional Accountants, of 17th Floor, 1030 West Georgia Street, Vancouver, British Columbia, will be nominated at the Meeting for the appointment as auditor of the Company. Manning Elliott LLP was appointed the Company’s auditor on September 18, 2020.

The Basin Board recommends that you vote in favour of appointment of Manning Elliott LLP. Unless otherwise instructed, at the Meeting the proxyholders named in Basin’s form of Proxy or VIF will vote FOR the appointment of Manning Elliott LLP.

Number of Directors

The Basin Board presently consists of four (4) directors. At the Meeting, the Basin Shareholders will be asked to pass an ordinary resolution to fix the number of directors of Basin to be elected at the Meeting for the ensuing year at four (4). The number of directors of Basin will be approved if the affirmative vote of the majority of Basin Shares present or represented by proxy at the Meeting and entitled to vote are voted in favour of fixing the number of directors to be elected at the Meeting at four (4).

The Basin Board recommends that you vote in favour of setting the number of directors of the Basin Board at four (4). Unless otherwise instructed, at the Meeting the proxyholders named in Basin’s form of Proxy or VIF will vote FOR fixing the number of directors at four (4).

ELECTION OF DIRECTORS

Nominees

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless a director’s office is vacated earlier in accordance with the provisions of the BCBCA, each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

Advance Notice Provisions

The Company’s Articles were filed under the Company’s SEDAR+ profile at www.sedarplus.ca on September 21, 2020. The Company’s Articles include advance notice provisions (the “Advance Notice Provisions”). The Advance Notice Provisions provides for advance notice to the Company in circumstances where nominations of persons for election to the Basin Board are made by Basin Shareholders other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the BCBCA; or (ii) a Basin Shareholder proposal made pursuant to the provisions of the BCBCA.

The purpose of the Advance Notice Provisions are to foster a variety of interests of Basin Shareholders and the Company by ensuring that all Basin Shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an

91 -

informed manner. Among other things, the Advance Notice Provisions fixes a deadline by which Basin Shareholders must submit director nominations to the Company prior to any annual or special meetings of Basin Shareholders and sets forth the minimum information that a Basin Shareholder must include in the notice to the Company for the notice to be in proper written form.

The Advance Notice Provisions also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person's term in office as a director.

The foregoing is merely a summary of the Advance Notice Provisions, is not comprehensive and is qualified by the full text of such provision to the Articles.

The Company has not received notice of a nomination in compliance with the Advance Notice Provisions and, as such, any nominations other than nominations by or at the direction of the Basin Board or an authorized officer of the Company will be disregarded at the Meeting.

Nominee Directors

The following disclosure sets out the names of management's nominees for election as director, all major offices and positions with the Company and any of its significant affiliates each now holds, the principal occupation, business or employment of each director nominee, the period of time during which each nominee has been a director of the Company and the number of Basin Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular.

Name of Nominee; Current Position with the Company and Province and Country of Residence	Occupation, Business or Employment(1)	Period as a Director of the Company	Basin Shares Beneficially Owned or Controlled(1)
Michael Blady
Chief Executive Officer
and Director
British Columbia, Canada	CEO of Avant Brands since August 2017; CEO of Golden Ridge Resource since October 2017; Director of various companies from 2018 to 2021.
Refer to Director Biographies below.	Officer Since November 1, 2021
Director Since January 7, 2022	312,500(2)
Desmond M. Balakrishnan(6)
Director
British Columbia, Canada	Corporate Securities Lawyer (1997 to present), Partner at McMillan LLP (formerly Lang Michener LLP) (2004 to present).
Refer to Director Biographies below.	Since January 30, 2020	262,500(3)
Jonathan Hamway(6)
Director
Ontario, Canada	Founder and CEO of Kincort Capital Partners Ltd., a strategic advisory firm and merchant bank.	Since January 7, 2022	Nil(4)

(1) The Company is not responsible for any loss or damage to the Company's or its employees or agents.
(2) The Company is not responsible for any loss or damage to the Company's or its employees or agents.

92 -
| Name of Nominee;
Current Position with the Company and Province and Country of Residence | Occupation, Business or Employment^{(1)} | Period as a Director of the Company | Basin Shares Beneficially Owned or Controlled^{(1)} |
| --- | --- | --- | --- |
| | Refer to Director Biographies below. | | |
| Clayton Olson^{(6)}
Director
British Columbia, Canada | Business Professional.
Refer to Director Biographies below. | Since June 30, 2022 | Nil^{(5)} |

Notes

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of management of the Company and has been furnished by the respective nominees.
(2) Mr. Blady holds a total of 150,000 Options, at an exercise of $0.18, expiring on August 11, 2028.
(3) Shares are registered to Desmond Balakrishnan Law Corporation, a company controlled by Mr. Balakrishnan. Mr. Balakrishnan holds a total of 75,000 Options, 25,000 Options at an exercise price of $0.40, expiring on April 12, 2031 and 50,000 Options at an exercise price of $0.18, expiring on August 11, 2028.
(4) Jonathan Hamway holds a total of 75,000 Options 25,000 Options at an exercise price of $0.40, expiring on April 20, 2027 and 50,000 Options at an exercise price of $0.18, expiring on August 11, 2028.
(5) Clayton Olson holds a total of 75,000 Options, 25,000 Options at an exercise price of $0.40, expiring on April 20, 2027 and 50,000 Options at an exercise price of $0.18, expiring on August 11, 2028.
(6) Member of Audit Committee.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

A Basin Shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of Basin. At the Meeting the above persons will be nominated for election as director as well as any person nominated pursuant to the Advance Notice Provisions (see above). Only persons nominated by management pursuant to this Circular or pursuant to the Advance Notice Provisions will be considered valid director nominees eligible for election at the Meeting.

Biographies of Directors

Michael Blady – CEO and Director

Mr. Blady is an entrepreneur and a geologist with over 15 years’ experience in the capital markets. Mr. Blady has been involved in all facets of building, growing, and operating a public company and has successfully helped raise over $100 million in capital over the course of his career. Mr. Blady’s extensive experience managing public companies gives him an appreciation of the best industry practices with respect to financial risk control and disclosure.

Mr. Blady holds a B.Sc. from Simon Fraser University and currently sits on several boards of Canadian reporting issuers.

93 -

Desmond M. Balakrishnan – Director

Mr. Balakrishnan is a Vancouver lawyer and has practiced law as a partner at McMillan LLP since January 2002. His areas of practice focus on mergers, acquisitions, international public listings, cannabis law, gaming and entertainment law. He acted as counsel to companies with respect to corporate governance, regulatory compliance, public listing on the CSE, the TSX Venture Exchange, the Toronto Stock Exchange, Nasdaq or the New York Stock Exchange, debt or equity financings and strategic acquisitions. Mr. Balakrishnan is now, or has been in the last five years, a director or officer of various public companies or reporting issuers.

Mr. Balakrishnan graduated from Simon Fraser University with a Bachelor of Arts degree in 1994 and from the University of Alberta in 1997 with an LL.B (with distinction). Mr. Balakrishnan was called to the bar in British Columbia in 1998. Mr. Balakrishnan is a member of the Vancouver Bar Association, the Canadian Bar Association and the International Masters of Gaming Law.

Jonathan Hamway – Director

Mr. Hamway has been a corporate consultant to public and private natural resource companies for over 12 years. Mr. Hamway is the Founder and CEO of Kincort Capital Partners Ltd., a strategic advisory firm and merchant bank, catered exclusively for junior mining and exploration companies. Mr. Hamway has led / co-led over $50 million in capital raises and project acquisitions. He has extensive experience managing marketing programs and sourcing financing for several public natural resource companies.

Mr. Hamway holds a Bachelor of Science degree from the University of Toronto, specializing in sustainable energy.

Clayton Olson – Director

Mr. Olson is a seasoned business professional and currently serves as an Associate Director with Altus Group, specializing in property tax consulting, real estate appraisal and tax appeal advocacy. Prior to joining Altus Group at the beginning of 2022, Mr. Olson spent 11 years in a variety of roles at BC Assessment, specializing in the appraisal and appeal defense of large industrial, commercial and investment properties. Mr. Olson currently sits on the Board of Governors for the Real Estate Institute of BC, where he serves as Secretary Treasurer.

Mr. Olson received his BBA from Thompson Rivers University and later received his Post Graduate Certificate in Property Valuation from University of British Columbia.

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as disclosed below, within the last 10 years before the date of this Circular, no proposed nominee for election as a director of Basin was a director or executive officer of any company (including the Company in respect of which this Circular is prepared) acted in that capacity for a company that was:

(a) subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;

94 -
(b) subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;
(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has 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;
(d) subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e) subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Desmond M. Balakrishnan

Desmond Balakrishnan, a director of the Company, was a director of Aroway Energy Inc., a TSX Venture Exchange listed company at the time a cease trade order was issued by the BCSC on January 4, 2016 for not having filed its annual financial statements for the year ended June 30, 2015 and its interim financial report for the financial period ended September 30, 2015 and its management's discussion and analysis for the periods ended June 30, 2015 and September 30, 2015. The cease trade order remains in effect.

Mr. Balakrishnan was a director of Hempfusion Wellness Inc., a Toronto Stock Exchange listed company at the time a cease trade order was issued by the BCSC and Ontario Securities Commission on July 7, 2022 for not having filed its annual financial statements for the year ended December 31, 2021, its interim financial report for the period ended March 31, 2022, its management's discussion and analysis for the periods ended December 31, 2021 and March 31, 2022, its annual information form for the year ended December 31, 2021 and its certification of annual and interim filings for the periods ended December 31, 2021 and March 31, 2022. The cease trade order remains in effect. Mr. Balakrishnan resigned as a director of Hempfusion Wellness Inc. on July 5, 2023.

Mr. Balakrishnan was a director of Isracann Biosciences Inc. ("Isracann"), a CSE listed company. The BCSC issued a management cease trade order (the "MCTO") against Isracann on September 29, 2022 in connection with the late filing of Isracann's annual financial statements, management's discussion and analysis and officer's certifications for the year ended May 31, 2022. The MCTO was revoked on December 9, 2022. The British Columbia Securities Commission issued a second MCTO against Isracann on February 1, 2023 in connection with the late filing of the Company's unaudited interim financial statements, management's discussion and analysis and officer's certifications for the period ended November 30, 2022. The MCTO remains in place. Mr. Balakrishnan resigned as a director of Isracann on January 22, 2024.

95 -

Mr. Balakrishnan is a director of Cognitivity Neurosciences Ltd. (“Cognitivity”), a CSE listed company. The BCSC issued an MCTO against Cognitivity on June 1, 2022 in connection with the late filing of Cognitivity’s annual financial statements, management’s discussion and analysis and officer’s certifications for the year ended January 31, 2022. The MCTO was revoked on June 6, 2022.

The BCSC issued an MCTO against Cognitivity on June 1, 2023 in connection with the late filing of Cognitivity’s annual financial statements, management’s discussion and analysis and officer’s certifications for the year ended January 31, 2023. The MCTO was revoked on June 12, 2023.

Mr. Balakrishnan is a director of Eat Well Investment Group Inc. (“Eat Well”), a CSE listed company. On May 2, 2023, the BCSC issued a MCTO against Eat Well in connection with the late filing of Eat Well’s annual financial statements and management’s discussion and analysis for the year ended December 31, 2022. The MCTO remains in effect. On July 7, 2023 the BCSC issued a cease trade order to Eat Well for not having filed its interim report for the period ended March 31, 2023, its annual audited financial statements for the year ended December 31, 2022 and management’s discussion and analysis for the periods ended December 31, 2022 and March 31, 2023, and certifications of annual and interim filings for the periods ended December 31, 2022 and March 31, 2023. The CTO remains in effect.

Other Business

While there is no other business other than that mentioned in the Notice of Meeting to be presented for action by the Basin Shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or postponement thereof, in accordance with the discretion of the persons authorized to act thereunder.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of the below disclosure:

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

“external management company” includes a subsidiary, affiliate or associate of the external management company;

“NEO” or “named executive officer” means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;

96 -

(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;

(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation - Venture Issuers, for that financial year;

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year.

During financial year ended May 31, 2024, the NEOs of the Company were: Michael Blady, Chief Executive Officer and a director of the Company and Joel Leonard, Chief Financial Officer and Corporate Secretary of the Company. The directors of the Company who were not NEOs during financial year ended May 31, 2024, were: Desmond Balakrishnan, Jonathan Hamway and Clayton Olson.

During financial year ended May 31, 2023, the NEOs of the Company were: Michael Blady, Chief Executive Officer and a director of the Company and Joel Leonard, Chief Financial Officer and Corporate Secretary of the Company. The directors of the Company who were not NEOs during financial year ended May 31, 2023, were: Desmond Balakrishnan, Jonathan Hamway and Clayton Olson.

Effective on June 30, 2022, Kevin Ma ceased to be a director of the Company and Clayton Olson was appointed a director of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has a: (i) 10% “rolling” stock option plan dated for reference September 18, 2020, and (ii) a 10% “rolling” restricted share unit plan dated September 30, 2021.

The following table sets out its equity compensation plan information as at the end of the Company’s financial year ended May 31, 2024:

97 -

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options/RSUs	Weighted-average exercise price of outstanding options/RSUs	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders - (Stock Option Plan)	917,211 Options	$0.2962	1,812,856 Options
Equity compensation plans approved by security holders – (RSUs Plan)	Nil RSUs	N/A	2,730,067 RSUs
Total	917,211Options
Nil RSUs		1,812,856 Options
2,730,067 RSUs

AUDIT COMMITTEE

NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

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 Company’s Board, reasonably interfere with the exercise of a member’s independent judgment.

The current members of the Company’s Audit Committee are Jonathan Hamway (Chair), Desmond M. Balakrishnan and Clayton Olson. Jonathan Hamway and Clayton Olson are independent members of the Audit Committee. Desmond M. Balakrishnan is not independent as he is currently a partner in a law firm that provides legal services to the Company.

All members are considered to be financially literate.

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.

98 -

Relevant Education and Experience

Each member of the Company’s Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;
experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Refer to “Director Biographies” above of the members of the Audit Committee.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Basin Board to nominate or compensate any external auditor that was not adopted by the Basin Board.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

Fees incurred for audit and non-audit services during the two financial years ended May 31, 2024, and May 31, 2023, are outlined in the following table:

Nature of Services	Fees Billed by the Auditor During the Period Ended May 31, 2024	Fees Billed by the Auditor During the Period Ended May 31, 2023
Audit Fees^{(1)}	$55,540	$45,160.50
Audit-Related Fees^{(2)}	Nil	Nil
Tax Fees^{(3)}	Nil	$16,800
All Other Fees^{(4)}	Nil	Nil
Total	$55,540	$61,960.50

Notes:
(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the

99 -
financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

Reliance on Certain Exemptions

The Company is relying on the exemption in section 6.1 of NI 52-110, which exempts venture issuers, as defined in NI 52-110, from certain composition requirements of the audit committee and certain reporting obligations under NI 52-110 for their most recently completed financial year.

CORPORATE GOVERNANCE

Board of Directors

The Company does not have a stand-alone Corporate Governance Committee.

Corporate governance relates to the activities of the board, the members of which are elected by and are accountable to the Basin Shareholders and takes into account the role of the individual members of management who are appointed by the board and who are charged with the day-to-day management of the Company. The Basin Board is committed to sound corporate governance practices, which are both in the interest of Basin Shareholders and contribute to effective and efficient decision making. The Basin Board is of the view that the Company’s general approach to corporate governance, summarized below, is appropriate and substantially consistent with objectives reflected in the guidelines for improved corporate governance in Canada adopted by the Canadian Securities Administrators (the “Governance Policy”).

The Governance Policy suggest that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “unrelated”, or “independent”, directors. An “unrelated” director is a director who is independent of management and is 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 a view to the best interests of the Company, other than interests and relationships arising from shareholding. In addition, where a company has a significant shareholder, the Governance Policy suggests that the board of directors should include a number of directors who do not have interests in either the company or the significant shareholder.

The Company’s current board consists of four board members. The independent members of the Company’s board of directors are Jonathan Hamway and Clayton Olson. The non-independent directors of the Company are Michael Blady, by virtue of his position as CEO of the Company, and Desmond M. Balakrishnan, by virtue of his position as a partner in a law firm that provides legal services to the Company.

100 -

Board Mandate

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Basin Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Basin Board facilitates its independent supervision over management by having regular Basin Board meetings and by establishing and implementing prudent corporate governance policies and procedures.

Directors are expected to attend Basin Board meetings and meetings of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

The Basin Board will facilitate independent supervision of management through meetings of the Basin Board and through frequent informal discussions among independent members of the Basin Board and management. In addition, the Basin Board will have access to Basin’s external auditors, legal counsel and to any of the Company’s officers.

The Basin Board will have a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals.

The day-to-day management of the business and affairs of the Company will be delegated by the Basin Board to the senior officers of the Company. The Basin Board will give direction and guidance to management and will keep management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Basin Board.

The Basin Board will recommend nominees to Basin Shareholders for election as directors, and immediately following each annual general meeting will appoint members of the Audit Committee.

The Basin Board will exercise its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Basin Board. To facilitate open and candid discussion among its independent directors, such directors will be encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Company.

Position Description

Because the Basin Board is a small, working board, it has not developed written position descriptions and does not have a process for assessing the performance of the directors or the chair of Board committees.

100

101 -

Directorships

The below named directors of the Company participate as a director for other listed companies as follows:

Name	Name of Reporting Company	Name of Exchange or Market
Michael Blady	Golden Ridge Resources Ltd.	TSXV
	Ridgeline Minerals Corp.	TSXV
Desmond M. Balakrishnan	Axcap Ventures Inc. (formerly Netcoins Holdings Inc.)	CSE
	Cognetivity Neurosciences Ltd.	CSE
	Coloured Ties Capital Inc. (formerly GrowMax Resources Corp.)	TSXV
	Contagious Gaming Inc.	TSXV
	Dominus Acquisitions Corp.	TSXV
	Eat Well Investment Group Inc.	CSE
	Northern Dynasty Minerals Ltd.	TSX/NYSE American
	Planet Ventures Inc.	TSXV
	Solution Financial Inc.	TSX
	Strategem Capital Corporation	TSXV
Clayton Olson	Homeland Uranium Corp. (formerly Valleyview Resources Ltd.)	TSXV

Orientation and Continuing Education

When new directors are appointed they receive orientation, commensurate with their previous experience, on the Company's business, assets and industry and on the responsibilities of directors. Basin Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

Ethical Business Conduct

The Basin Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Basin Board in which the director has an interest have been sufficient to ensure that the Basin Board operates independently of management and in the best interests of the Company.

The Basin Board encourages ethical business conduct as a matter of sound business practice and by following the rules and regulations of the various regulating bodies governing reporting issuers. The Company requires the highest standards of professional and ethical conduct from its directors and officers.

Nomination of Directors

The Company does not have a stand-alone nomination committee.

The Basin Board will consider its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into

101

102 -
account the number required to carry out the Basin Board duties effectively and to maintain a diversity of views and experience.

The Basin Board is responsible, among other things, for recommending candidates for nomination, appointment, election and re-election to the Basin Board and its committees, and for annually assessing Basin Board performance. The Basin Board will assess potential Bain Board candidates to fill perceived needs on the Basin Board for required skills, expertise, independence, and other factors.

Other Board Committees

The Basin Board has no other committees other than the Audit Committee.

Assessments

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

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

"Informed Person" means:

(a) a director or executive officer of the Company;

(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

(c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and

(d) the Company if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

To the knowledge of management of the Company, no informed person of the Company, proposed director of the Company, or any associate or affiliate of any informed person or proposed director of the Company has any interest, director or indirect, in any transaction since the commencement of the Company's financial years ended May 31, 2024 and May 31, 2023 or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

Other than as set out in this Circular, there are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

102

103 -
103

LEGAL MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Circular.

OTHER INFORMATION

Other Matters

Management of Basin is not aware of any matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the Basin Shares represented thereby in accordance with their best judgment on such matter.

INTEREST OF EXPERTS

To the best of Basin’s knowledge, as at the date hereof, McMillan LLP and Evans & Evans, each being companies, partnerships or persons who have prepared certain sections of this Circular, or are named as having prepared or certified a report, statement or opinion in or incorporated by reference in this Circular, or any director, officer, employee or partner thereof, as applicable, have not received a direct or indirect interest in a property of Basin, Spinco or Nexus or any associate or affiliate thereof.

As of the date hereof, the partners and associates of McMillan LLP as a group beneficially owned, directly or indirectly, less than one percent of the Basin Shares and less than one percent of the Spinco Shares. As of the date hereof, to the best of Evans & Evan’s knowledge, the directors, officers and employees of Evans & Evans as a group beneficially owned, directly or indirectly, less than one percent of the Basin Shares and less than one percent of the Spinco Shares.

Desmond Balakrishnan, a partner at McMillan LLP, is a director of Basin and is currently expected to be appointed as a director of Spinco following the Arrangement.

Manning Elliott LLP are the auditors for Basin and Nexus. Manning Elliott LLP has confirmed that they are independent with respect to Basin and Nexus within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

104 -
104

APPROVAL OF DIRECTORS

The contents and sending of this Circular, including the Notice of Meeting, have been approved and authorized by the Basin Board.

August 1, 2025

BY ORDER OF THE BOARD OF DIRECTORS
"Michael Blady"
Michael Blady
CEO and Director

APPENDIX A – PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT
UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, the following words, terms and expressions (and all grammatical variations thereof) shall have the following meanings:

(a) “affiliate” has the meaning specified in the BCBCA;

(b) “Affected Person” has the meaning assigned to that term in Section 5.5 of this Plan of Arrangement;

(c) “Arrangement” means the arrangement involving Basin, SpinCo and Nexus under the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 7.5 of the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order provided that such amendment or variation is acceptable to both Basin and Nexus, each acting reasonably;

(d) “Arrangement Agreement” means the arrangement agreement dated June 25, 2025 between Basin, SpinCo and Nexus, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time;

(e) “Arrangement Resolution” means the special resolution of the Basin Shareholders to be considered and, if thought fit, passed by the Basin Shareholders at the Basin Meeting, to be in substantially the form and content of Schedule B to the Arrangement Agreement, with such changes as may be agreed to by Basin and Nexus, each acting reasonably;

(f) “Basin” means Basin Uranium Corp., a company existing under the BCBCA;

(g) “Basin Meeting” means the special meeting of the Basin Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Arrangement Agreement and the Interim Order for the purpose of considering and, if thought fit, approving, the Arrangement Resolution;

(h) “Basin Optionholder” means a holder of one or more Basin Options;

(i) “Basin Option Plan” means Basin’s stock option plan as last approved by the Basin Shareholders on May 31, 2024;

(j) “Basin Options” means the options to purchase Basin Shares issued pursuant to the Basin Option Plan or any predecessor option plan;

(k) “Basin Shareholders” means the holders of the Basin Shares;

(l) “Basin Shares” means the common shares in the capital of Basin as they exist prior to the Effective Time or as they may be redesignated or changed thereafter, in accordance with Section 3.1(c)(i) of this Plan of Arrangement;

(m) “BCBCA” means the Business Corporations Act (British Columbia), and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

(n) “business day” means any day on which commercial banks are generally open for business in the City of Vancouver, British Columbia, other than a Saturday, a Sunday or a day observed as a statutory holiday in the City of Vancouver, British Columbia

(o) “Code” means the United States Internal Revenue Code of 1986, as amended;

(p) “Class A Shares” has the meaning assigned to that term in Section 3.1(f) of this Plan of Arrangement;

(q) “Consideration” means the consideration to be received by the Basin Shareholders pursuant to this Plan of Arrangement as consideration for their New Basin Shares consisting of the Consideration Shares;

(r) “Consideration Shares” means the 30,000,000 Nexus Shares to be issued as consideration for the New Basin Shares pursuant to this Plan of Arrangement;

(s) “Court” means the Supreme Court of British Columbia;

(t) “CSE” means the Canadian Securities Exchange;

(u) “Depositary” means Endeavor Trust Company, or such other trust company, bank or financial institution agreed to in writing between Nexus and Basin, acting reasonably;

(v) “Dissent Rights” means the rights of dissent exercisable by the Basin Shareholders in respect of the Arrangement described in Article 4 of this Plan of Arrangement;

(w) “Dissenting Shareholder” means a registered Basin Shareholder who (i) has duly and validly exercised their Dissent Rights in strict compliance with the dissent procedures set out in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order and this Plan of Arrangement and (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Basin Shares in respect of which Dissent Rights are validly exercised and not withdrawn or deemed to have been withdrawn by such registered Basin Shareholder;

(x) “Effective Date” means the date upon which the Arrangement becomes effective as provided in this Plan of Arrangement;

(y) “Effective Time” means the beginning of the day (Vancouver time) on the Effective Date (which is designated as 12:01 a.m. for purposes of the BCBCA) or such other time as may be agreed to by the Parties;

(z) “Exchange Ratio” means the ratio equal to 30,000,000 Nexus Shares divided by the number of New Basin Shares issued and outstanding immediately prior to the Effective Time, adjusted for the Dissent Shares, if required;

(aa) “Final Order” means the final order of the Court under Section 291 of the BCBCA, in a form acceptable to Basin and Nexus, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Basin and Nexus, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both Basin and Nexus, each acting reasonably) on appeal;

(bb) “Governmental Entity” means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, minister, ministry, bureau, agency or instrumentality, domestic or foreign; (ii) any applicable stock exchange, including the CSE; (iii) any subdivision, agent, commission, board or authority of any of the foregoing; or (iv) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, antitrust, foreign investment, expropriation or taxing authority under or for the account of any of the foregoing;

(cc) “holder” means, when used with reference to the Common Shares, a registered holder of the Common Shares, as shown in the register maintained by or on behalf of Basin in respect thereof;

(dd) “In-the-Money Amount” means, in respect of an option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to that option exceeds the aggregate exercise price under such option;

(ee) “Interim Order” means the interim order of the Court to be issued following the application therefor contemplated by Section 2.2 of the Arrangement Agreement, in a form acceptable to Basin and Nexus, each acting reasonably, providing for, among other things, the calling and holding of Basin Meeting, as such order may be amended, supplemented or varied by the Court (with the consent of both Basin and Nexus, each acting reasonably);

(ff) “Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

(gg) “Letter of Transmittal” means the letter of transmittal sent by Basin to holders of the Basin Shares for use in connection with the Arrangement providing for the delivery of certificates representing Basin Shares to the Depositary;

(hh) “Liens” means any hypothecations, mortgages, liens, charges, security interests, pledges, claims, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing, but excluding (i) security interests, liens, charges or other encumbrances or imperfections in title arising in the ordinary course of business or by operation of Law, (ii) security interests, liens, charges or other encumbrances arising under sales contracts with title retention provisions or equipment leases with third parties entered into in the ordinary course of business and (iii) security interests, liens, charges or other encumbrances for taxes or charges from a Governmental Entity which are not due and payable or which thereafter may be paid without penalty;

(ii) “Non-Distributed Shares” has the meaning assigned to that term in Section 4.5 of this Plan of Arrangement;

(jj) “Nexus” means Nexus Uranium Corp., a company incorporated under the BCBCA;

(kk) “Nexus Shares” means the common shares in the capital of Nexus;

(ll) “New Basin Shares” means the new class of common shares which will be created and added to the authorized share structure of Basin pursuant to Section 3.1(c)(ii) of this Plan of Arrangement and which Basin will be authorized to issue after the Effective Time;

(mm) “Parties” means, collectively, Basin, Nexus and SpinCo, and “Party” means Basin or Nexus;

(nn) “person” includes an individual, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

(oo) “Plan of Arrangement” means this Plan of Arrangement and any amendments or variations hereto made in accordance with the provisions of the Arrangement Agreement, the applicable provisions of this Plan of Arrangement or at the direction of the Court in the Final Order with the consent of Basin and Nexus, each acting reasonably;

(pp) “Replacement Option” has the meaning assigned to that term in Section 3.5 of this Plan of Arrangement;

(qq) “SpinCo” means Blade Resources Inc., a company incorporated under the BCBCA;

(rr) “SpinCo Assets” means the assets purchased by, assigned or granted to, or acquired by SpinCo from Basin or an affiliate thereof pursuant to Section 3.1(a) and the Spinout Transfer Agreement as more particularly set forth in Schedule A;

(ss) “SpinCo Shares” means common shares in the capital of SpinCo;

(tt) “Spinout Transfer Agreement” means the agreement to be entered into between Basin or an affiliate of Basin and SpinCo, pursuant to which SpinCo will acquire the SpinCo Assets;

(uu) “Step (d)” has the meaning assigned to that term in Section 3.1(d) of this Plan of Arrangement;

(vv) “Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

(ww) “U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder; and

(xx) “Withholding Obligations” has the meaning assigned to that term in Section 5.5 of this Plan of Arrangement.

1.2 Definitions in Arrangement Agreement

All terms used in this Plan of Arrangement that are not defined in Section 1.1 or elsewhere herein and that are defined in the Arrangement Agreement shall have the respective meanings specified in the Arrangement Agreement.

1.3 Certain Rules of Interpretation

In this Plan of Arrangement:

(a) Time. Time is of the essence in and of this Plan of Arrangement. All times expressed herein are Vancouver, British Columbia time, unless otherwise stated herein.

(b) Calculation of Time. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Where the last day of any such time period is not a business day, such time period shall be extended to the next business day following the day on which it would otherwise end.

(c) Business days. Whenever any action to be taken or payment to be made pursuant to this Plan of Arrangement would otherwise be required to be made on a day that is not a business day, such action shall be taken or such payment shall be made on the first business day following such day.

(d) Currency. Unless otherwise specified, all references to amounts of money in this Plan of Arrangement refer to the lawful currency of Canada.

(e) Headings. The descriptive headings preceding Articles and Sections of this Plan of Arrangement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Plan of Arrangement into Articles and Sections and the insertion of a table of contents shall not affect the interpretation of this Plan of Arrangement.

(f) Including. Where the word “including” or “includes” is used in this Plan of Arrangement, it means “including without limitation” or “includes without limitation”.

(g) Plurals and Genders. The use of words in the singular or plural, or referring to a particular gender, shall not limit the scope or exclude the application of any provision of this Plan of Arrangement to such persons or circumstances as the context otherwise permits.

(h) Statutory References. Any reference to a statute shall mean the statute in force as at the date of this Plan of Arrangement (together with all regulations promulgated thereunder), as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise expressly provided.

ARTICLE 2

BINDING EFFECT

2.1 Arrangement Agreement

The Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement shall become effective at the Effective Time and, at and after the Effective Time, shall be binding on: Basin; SpinCo; Nexus; the Depositary; all registered and beneficial Basin Shareholders, including Dissenting Shareholders; and the Basin Optionholders, in each case without any further authorization, act or formality on the part of any person, except as expressly provided herein.

ARTICLE 3

THE ARRANGEMENT

3.1 Arrangement

Unless otherwise indicated, the following shall occur and shall be deemed to occur, commencing at the Effective Time, sequentially in the following order, and without any further authorization, act or formality on the part of any person except as expressly provided herein:

(a) Basin will transfer, assign or grant all of the SpinCo Assets to SpinCo in accordance with the Spinout Transfer Agreement in consideration for 3,000,000 SpinCo Shares, such that immediately after the forgoing issuance, Basin will hold 3,000,000 SpinCo Shares;

(b) each Basin Share held by a Dissenting Shareholder shall be deemed to be transferred by such Dissenting Shareholder (free and clear of all Liens) to Basin in consideration for a debt claim against Basin as determined under Section 4.1 thereof, and:

(i) each such Dissenting Shareholder shall cease to be the holder of such Basin Shares and shall cease to have any rights as a holder of such Basin Shares, other than the right to be paid the amount determined in accordance with Section 4.1 for such Basin Shares;

(ii) each such Dissenting Shareholder’s name shall be removed as the holder of such Basin Shares from the register of Basin Shares maintained by or on behalf of Basin; and

(iii) such Basin Shares shall be cancelled in the register of Basin Shares maintained by or on behalf of Basin;

(i) change the designation of the existing Basin Shares to “Class A Shares” and, for greater certainty, Basin’s central securities register for the Basin Shares shall be deemed to be the central securities register for the Class A Shares; and

(ii) create a new class of common shares without par value (being the New Basin Shares), with an unlimited number of New Basin Shares as the authorized capital, with no special rights or restrictions attached thereto;

(d) the capital of Basin in respect of the Basin Shares will be reduced, and deemed to be reduced pursuant to section 74 of the BCBCA, by an amount equal to the fair market value of the SpinCo Shares held by Basin, and Basin will transfer and be deemed to have transferred all SpinCo Shares held by it to the Basin Shareholders (other than Dissenting Shareholders) on the basis of one SpinCo Share for each 0.11 Basin Shares held by such Shareholders at the Effective Time, and the transfer of such SpinCo Shares to the Basin Shareholders (other than Dissenting Shareholders) will be deemed to be full payment of such reduction of capital, and for greater certainty, subject to Section 4.5, Basin shall be deemed not to be the holder thereafter of any such SpinCo Shares and the appropriate entries shall be made in the central securities register of SpinCo (collectively, “Step (d)”), all with the intent that such reduction of capital be made in the course of the reorganization of the capital of Basin contemplated herein to which section 86 of the Tax Act applies and in accordance with the reorganization of the business of Basin contemplated herein to which subsection 84(2) of the Tax Act applies, and:

(i) each recipient of SpinCo Shares transferred pursuant to this Section 3.1(d) shall be deemed to be the holder of the number of SpinCo Shares so transferred to such recipient; and

(ii) the name of each such recipient shall be entered on the central securities register of SpinCo as the holder of the number of the SpinCo Shares so transferred to such recipient;

(e) each Basin Share issued and outstanding immediately prior to the Effective Time (other than Basin Shares held by Dissenting Shareholders) will be exchanged, and deemed to be exchanged (without any action on the part of the Basin Shareholder) for one New Basin Share, and no other consideration will be received or receivable therefor by any holder of the Basin Shares, with the intent that such exchange is a fully tax-deferred rollover pursuant to subsection 86(1) of the Tax Act, and:

(i) each Basin Shareholder, other than Dissenting Shareholders, shall be deemed to cease to be the holder of any Basin Shares, shall cease to have any rights with respect to such Basin Shares and shall be deemed to be the holder of the number of New Basin Shares issued to such Basin Shareholder;

(ii) the name of each Basin Shareholder shall be removed from the central securities register of Basin as the holder of the Basin Shares so exchanged and shall be added to the central securities register of Basin as the holder of the New Basin Shares so issued to such Basin Shareholder;

(iii) each holder of the Basin Shares, other than Dissenting Shareholders, shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Basin Shares as described above; and

(iv) the Basin Shares shall be deemed to have been cancelled and the appropriate entries shall be made in Basin’s central securities register;

(f) for greater certainty, the aggregate capital of the New Basin Shares for the purposes of the BCBCA, as of the Effective Time, will equal the capital of the Basin Shares immediately before the exchange contemplated in Section 3.1(e), computed after deducting the reduction in capital pursuant to Step (d) above, and on or as soon as practicable after the Effective Date, Basin’s notice of articles and articles shall be altered to cancel the Basin Shares (then designated as “Class A Shares”), none of which will be issued and outstanding at such time; and

(g) each New Basin Share outstanding immediately following the exchange contemplated in Section 3.1(e) shall be transferred (free and clear of all Liens) by the holders thereof to Nexus and:

(i) Nexus, subject to Article 5, shall be obligated to issue and deliver to each such holder the applicable number of Consideration Shares equal to the holder’s number of New Basin Shares multiplied by the Exchange Ratio, For greater certainty and notwithstanding anything contained herein, no more than an aggregate of 30,000,000 Consideration Shares will be issuable, on a pro rata basis, to holders of New Basin Shares pursuant to the Plan of Arrangement;

(ii) each such holder shall cease to be the holder of such New Basin Shares and shall cease to have any rights as a holder of such New Basin Shares, other than the right, subject to Article 5, to receive (A) the Consideration Shares in exchange for such New Basin Shares in accordance with Section 3.1(g)(i), and (B) any dividends or other distributions payable in respect of the Nexus Shares, in accordance with Section 5.2, and, in each case less any amounts required to be withheld, in accordance with Section 5.5;

(iii) each such holder’s name shall be removed as the holder of such New Basin Shares from the register of New Basin Shares maintained by or on behalf of Basin; and

(iv) Nexus shall be deemed to be the holder of such New Basin Shares (free and clear of any Liens) and shall be entered as the holder of such New Basin Shares in the register of New Basin Shares maintained by or on behalf of Basin.

For clarity, prior to the steps in this Section 3.1 occurring, Nexus shall have transferred certain assets, as set forth in the Arrangement Agreement and in Schedule A hereto, to SpinCo in exchange for

2,000,000 SpinCo Shares and at the Effective Time, SpinCo will hold all of the assets set out in Schedule A hereto.

The exchanges, issuance, delivery and cancellations contemplated by this Section 3.1 shall be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Time or after the Effective Date.

3.2 Deemed Fully Paid and Non-Assessable Shares

All New Basin Shares and SpinCo Shares issued or distributed pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

3.3 Supplementary Actions

Notwithstanding that the transaction and events set out in Section 3.1 shall occur and shall be deemed to occur in the order therein set out without any act or formality, each of Basin, SpinCo, and Nexus shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to further document or evidence any of the transactions or events set out in Sections 3.1 and 3.2, including without limitation, any resolutions of directors authorizing the issue, exchange, transfer, redemption or purchase for cancellation of shares, any share transfer powers evidencing the transfer of shares and any receipt therefore, any promissory notes and receipts therefore, any necessary addition to or deletions from share registers or other registries.

3.4 No Fractional Shares

In no event shall any holder be entitled to receive a fractional SpinCo Share, New Basin Share or Nexus Share under this Plan of Arrangement. In the event that a fractional SpinCo Share, New Basin Share or Nexus Share would, but for this Section 3.4, be issuable in connection with the Arrangement, such fractional SpinCo Share, New Basin Share or Nexus Share, as the case may be, shall be rounded down to the nearest whole share without any additional compensation.

3.5 Treatment of Basin Options and Basin Warrants

Nexus and Basin agree that, upon completion of the Arrangement:

(a) each Basin Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, will cease to represent an option or other right to acquire Basin Shares, and shall be exchanged in accordance with the Plan of Arrangement for a Nexus stock option issued in accordance with the Nexus Omnibus Plan (a “Replacement Option”) to purchase from Nexus the number of Nexus Shares (rounded down to the nearest whole number) equal to: (i) the Exchange Ratio multiplied by (ii) the number of Basin Shares subject to such Basin Option immediately prior to the Effective Time, at an exercise price per Nexus Share (rounded up to the nearest whole cent) equal to (A) the exercise price per Basin Share otherwise purchasable pursuant to such Basin Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. All terms and conditions of such Replacement Option, including the term to expiry and conditions to and manner of exercising, will be the same as the Basin Option so exchanged and shall be governed by the terms of the Nexus Omnibus Plan, and any

10 -

document evidencing a Basin Option shall thereafter evidence and be deemed to evidence such Replacement Option; provided that, it is intended that the provisions of subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial Tax legislation) shall apply to such exchange of Basin Options for Replacement Options. Notwithstanding the foregoing, in the event that the In-The-Money Amount in respect of a Replacement Option exceeds the In-The-Money Amount in respect of the Basin Option, the exercise price per Nexus Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the In-The-Money Amount in respect of the Replacement Option does not exceed the In-The-Money Amount in respect of the Basin Option, as the case may be; and

(b) For each Basin Warrant outstanding immediately prior to the Effective Time, for the period from the Effective Time until expiry of such Basin Warrants (in accordance with their respective terms), Nexus will assume all of the covenants and obligations of Basin under the Basin Warrants and in accordance with the terms and conditions of the applicable warrant indentures or certificates, as applicable, do all things necessary to provide for the application of the provisions set forth in such warrant indentures or certificates with respect to the rights and interest of the holders thereof, such that, upon exercise, a Basin Warrant will entitle the holder thereof to receive, in lieu of Basin Shares to which such holder was theretofore entitled upon exercise and for the same consideration, the kind and aggregate number of Consideration Shares that such holder would have been entitled to receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of New Basin Shares to which such holder would have held had such holder exercised their Basin Warrants into Basin Shares prior to the Effective Time, and the Basin Warrants will otherwise be valid and binding obligations of Nexus, entitling the holders thereof, as against Nexus, to all the rights of such holders as set out in their respective warrant indentures or certificates, as the case may be.

The exchanges, transfers and cancellations provided for in this Section 3.5 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

ARTICLE 4

RIGHTS OF DISSENT

4.1 Rights of Dissent

(a) Pursuant to the Interim Order, each registered Basin Shareholder may exercise rights of dissent in connection with the Arrangement with respect to their Basin Shares pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA as modified by the Interim Order and this Section 4.1 (the “Dissent Rights”), provided that, notwithstanding Section 242 of the BCBCA, the written notice of dissent contemplated by subsection 242(2) of the BCBCA must be received by Basin c/o McMillan LLP, Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, Attention: Arman Farahani, not later than 4:00 p.m. (Vancouver time) on the date which is two days immediately preceding the Basin Meeting (including as it may be adjourned or postponed).

11 -

(b) Basin Shareholders who duly exercise Dissent Rights and who are ultimately entitled to be paid fair value for their Basin Shares, which fair value, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, shall be the fair value of such Basin Shares as of the close of business on the business day immediately preceding the date on which the Arrangement Resolution was adopted: (i) shall be deemed to have irrevocably transferred their Basin Shares to Basin immediately prior to the Effective Time, without any further authorization, act or formality and free and clear of all Liens; (ii) such Basin Shares will be, and will be deemed to be, cancelled; and (iii) the former holders of such Basin Shares shall cease to have any rights as former holders of Basin Shares other than their right to be paid fair value for such Basin Shares.

(c) Basin Shareholders who exercise, or purport to exercise, Dissent Rights, and who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Basin Shares, shall be deemed to have participated in the Arrangement on the same basis as any non-dissenting Basin Shareholder as at and from the Effective Time and shall receive, and be entitled to receive, only the consideration for each Basin Share on the basis set forth in Article 3 that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

4.2 Holders

In no circumstances shall Basin, SpinCo, Nexus or any other person be required to recognize a person exercising Dissent Rights unless such person is a registered holder of the Basin Shares in respect of which such Dissent Rights are sought to be exercised, or is a beneficial holder of the Basin Shares and coordinates for the registered holder to exercise Dissent Rights on their behalf, in accordance with Division 2 of Part 8 of the BCBCA, as modified by the Interim Order. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of Basin Options; (ii) any Basin Shareholder who votes or has instructed a proxyholder to vote such Basin Shareholder’s Basin Shares in favour of the Arrangement Resolution (but only in respect of such voted Basin Shares).

4.3 Recognition of Dissenting Shareholders

None of Basin, SpinCo, Nexus nor any other person shall be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Basin Shares at or after the Effective Time, and at the time of exercising their Dissent Rights, the names of such Dissenting Shareholders shall be deleted from the register of holders of Basin Shares maintained by or on behalf of Basin.

4.4 Reservation of SpinCo Shares

If a Basin Shareholder exercises their Dissent Rights, Basin shall, on the Effective Date, set aside and not distribute that portion of SpinCo Shares which are attributable to the Basin Shares for which Dissent Rights have been exercised. If a Basin Shareholder exercises the Dissent Rights but does not properly comply with the dissent procedures or, subsequent to giving his or her notice of dissent, acts inconsistently with such dissent, then Basin shall distribute to such Basin Shareholder his or her pro-rata portion of the SpinCo Shares. If a Dissenting Shareholder duly complies with the dissent procedures, then Basin shall retain the portion of SpinCo Shares attributable to such Dissenting Shareholder (the "Non-Distributed Shares"), and the Non-Distributed Shares will be dealt with as determined by the board of directors of Basin, in its sole discretion.

12 -

ARTICLE 5

CERTIFICATES AND DELIVERY OF SHARES

5.1 Exchange of Certificates for SpinCo Shares and Consideration Shares

(a) At the Effective Time, and until surrendered for cancellation as contemplated by this Section 5.1, each certificate that, immediately prior to the Effective Time, represented one or more outstanding Basin Share or New Basin Share, as applicable (other than Basin Shares held by Dissenting Shareholders), shall be deemed at all times to represent only the right, subject to this Article 5, to receive (i) a certificate representing the SpinCo Shares transferred, in accordance with Section 3.1(d), (ii) a certificate representing the Consideration Shares issuable, in accordance with Section 3.1(g), and (iii) any dividends or other distributions payable in respect of such Consideration Shares, in accordance with Section 5.2, in each case less any amounts required to be withheld, in accordance with Section 5.5, and any certificate so surrendered shall forthwith be cancelled.

(b) Prior to the Effective Time, Basin shall deposit, or cause to be deposited, with the Depositary, for the benefit of the Basin Shareholders immediately prior to the Effective Time (other than Dissenting Shareholders), a certificate or certificates representing that whole number of SpinCo Shares issuable in accordance with Section 3.1(a).

(c) Prior to the Effective Time, Nexus shall deposit or cause to be deposited with the Depositary, for the benefit of the Basin Shareholders immediately prior to the Effective Time (other than Dissenting Shareholders), a certificate or certificates representing that whole number of Consideration Shares issuable in exchange for New Basin Shares in accordance with Section 3.1(g).

(d) Recognizing that the Basin Shares will be re-designated as “Class A Shares” and that they will be cancelled upon the exchange of the Basin Shares for the New Basin Shares, Basin will not issue any new share certificates reflecting the re-designation of Basin Shares as “Class A Shares”.

(e) Upon surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented one or more outstanding Basin Shares, together with a duly completed Letter of Transmittal, such other documents and instruments as would have been required to effect the transfer of the Basin Shares formerly represented by such certificate under the terms of such certificate, the BCBCA or the articles of Basin, and such other documents and instruments as the Depositary, Basin or Nexus may reasonably require, the person that was the holder of such Basin Shares shall be entitled to receive, and as promptly as practicable after the Effective Time the Depositary shall deliver to such holder, or make available for pick-up at its offices during normal business hours, the certificates representing the SpinCo Shares and Consideration Shares transferred or issuable, in accordance with Section 3.1, less any amount withheld pursuant to Section 5.5.

(f) In the event of a transfer of ownership of Basin Shares prior to the Effective Time that was not registered in the register of Basin Shares maintained by or on behalf of Basin, the certificate or certificates representing the number of SpinCo Shares and Consideration Shares transferred or issuable in accordance with Section 3.1 may be registered in the name of and issued to the transferee if the certificate representing such Basin Shares is

presented to the Depositary together with all documents and instruments required to be delivered pursuant to Section 5.1(e) and all documents and instruments required to evidence and effect such transfer.

5.2 Distributions with Respect to Unsurrendered Certificates

No dividends or other distributions paid, declared or made with respect to Consideration Shares with a record date after the Effective Date shall be paid to the holder of any unsurrendered certificate that immediately prior to the Effective Time represented outstanding Basin Shares, unless and until the holder of such certificate shall have complied with the provisions of Section 5.1. Subject to applicable Law, and to the provisions of Section 5.4, at the time such holder shall have complied with the provisions of Section 5.1 (or, in the case of clause (b) below, at the appropriate payment date), there shall be paid to such person, without interest, (a) the amount of dividends or other distributions with a record date after the Effective Date theretofoe paid with respect to the Consideration Shares to which such person is entitled pursuant hereto, and (b) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Date but prior to the date of compliance by such person with the provisions of Section 5.1 and a payment date subsequent to the date of such compliance and payable with respect to such Consideration Shares.

5.3 Lost Certificates

In the event any certificate that immediately prior to the Effective Time represented one or more outstanding Basin Shares that were exchanged pursuant to Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and upon such person otherwise complying with the provisions of Section 5.1, such person shall be entitled to receive, in accordance with the provisions of this Article 5, any certificates representing SpinCo Shares and Consideration Shares to which such person is entitled pursuant to Section 5.1, any dividends or other distributions to which such person is entitled pursuant to Section 5.2, in each case less any amount withheld pursuant to Section 5.5; provided that, as a condition precedent to any such issuance and payment, such person shall have provided a bond satisfactory to Basin, Nexus, and the Depositary in such amount as Basin, Nexus or the Depositary may direct, or otherwise indemnify Basin and Nexus in a manner satisfactory to Basin and Nexus against any claim that may be made against Basin or Nexus with respect to the certificate alleged to have been lost, stolen or destroyed.

5.4 Extinction of Rights

Any certificate that immediately prior to the Effective Time represented outstanding Basin Shares that were exchanged pursuant to Section 3.1 that is not deposited in the manner required by Section 5.1, on or prior to the sixth anniversary of the Effective Date, shall cease to represent a claim or interest of any kind or nature, including as a securityholder of SpinCo or Nexus. On such date, the SpinCo Shares and Consideration Shares to which the holder of such certificate would otherwise have been entitled shall be deemed to have been surrendered for no consideration to SpinCo and Nexus, as the case may be, or its successor. None of Basin, SpinCo, Nexus, or the Depositary shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

5.5 Withholding Rights

Basin, Nexus, SpinCo, and the Depositary shall each be entitled to deduct or withhold from any consideration, dividend or other distribution otherwise payable to any holder of Basin Shares, New Basin

14 -

Shares, the SpinCo Shares, or the Consideration Shares, or any other person pursuant to this Plan of Arrangement or the Arrangement Agreement (each, an “Affected Person”), including any payment or delivery pursuant to the exercise of a Dissent Right, to the extent applicable, all such amounts as Basin, Nexus, SpinCo, or the Depositary determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment under Canadian or United States tax Laws, including the Tax Act or any other applicable Law (“Withholding Obligations”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity or person entitled thereto. Basin, Nexus, SpinCo, and the Depositary have the right to sell, or cause a broker to sell, on behalf of any Affected Person, such consideration, including such number of Basin Shares, New Basin Shares, SpinCo Shares, or Consideration Shares as is sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker and other costs and expenses). None of Basin, Nexus, SpinCo, the Depositary, or any broker will be liable for any loss arising out of any sale of such shares including any loss relating to the manner or timing of such sale, the prices at which the shares are sold, or otherwise.

5.6 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

5.7 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Basin Shares and Basin Options issued prior to the Effective Time, (b) the rights and obligations of the Basin Shareholders, the Basin Optionholders, Basin, Nexus, SpinCo, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Basin Shares, New Basin Shares, or Basin Options shall be deemed to have been settled, compromised, released and determined without liability of the Basin or Nexus, except as set forth in this Plan of Arrangement.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) Basin and Nexus may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) agreed to in writing by Basin and Nexus, (iii) filed with the Court and, if made following the Basin Meeting, approved by the Court and (iv) communicated to the Basin Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Basin or Nexus at any time prior to the Basin Meeting (provided that Basin or Nexus (subject to the Arrangement Agreement) have each consented thereto in writing), with or without any other prior notice or communication, and, if so proposed and accepted

15 -

by the Basin Shareholders voting at the Basin Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Basin Meeting shall be effective only if: (i) it is consented to by each of Nexus and Basin; and (ii) if required by the Court, it is approved by the Basin Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Time unilaterally by Nexus, provided that it concerns a matter that in the opinion of Nexus, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any person that, immediately prior to the Effective Time, was a holder of Basin Shares.

(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 7

FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions contemplated in this Plan of Arrangement shall occur and be deemed to occur in the order set out in Section 3.1 and shall become effective without any further act or formality, each of Basin and Nexus shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

ARTICLE 8

US SECURITIES LAW EXEMPTION

8.1 U.S. Securities Law Exemption

Notwithstanding any provision herein to the contrary, Basin and Nexus each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable efforts to ensure that, all: (a) Consideration Shares to be issued to Basin Shareholders in exchange for their Basin Shares under the Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar applicable exemptions from the securities laws of any state of the United States, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (b) Replacement Options to be issued to Basin Optionholders in exchange for their Basin Options under the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar applicable exemptions from the securities laws of any state of the United States, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; and (c) SpinCo Shares to be issued to Basin Shareholders to under the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar applicable exemptions from the securities laws of any state of the United States, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

SCHEDULE A TO THE PLAN OF ARRANGEMENT

SpinCo Assets to be acquired from Basin

The CHG Gold Project
as more particularly set out in Schedule “C” to the Arrangement Agreement.

Assets transferred from Nexus to SpinCo prior to the Effective Time

The Napoleon Gold Project; and
The Yukon Gold Project
as more particularly set out in Schedule “D” to the Arrangement Agreement.

APPENDIX B – ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “Arrangement”) pursuant to section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Basin Uranium Corp. (the “Company”), pursuant to the arrangement agreement (the “Arrangement Agreement”) among the Company, Nexus Uranium Corp. and Blade Resources Inc. dated June 25, 2025, all as more particularly described and set forth in the management information circular of the Company dated August 1, 2025 (the “Circular”), accompanying the notice of this meeting (as the Arrangement may be amended, restated, supplemented or novated from time to time in accordance with its terms) is hereby authorized, approved and adopted.
The plan of arrangement, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms, (the “Plan of Arrangement”), the full text of which is set out as Appendix “A” to the Circular, is hereby authorized, approved and adopted.
The Arrangement Agreement and all the transactions contemplated therein, the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, are hereby ratified and approved.
The Company is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended from time to time in accordance with their terms).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the security holders of the Company entitled to vote thereon, or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the security holders of the Company: (i) to amend or modify the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered, under the corporate seal of the Company or otherwise, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, the Arrangement Agreement and

B-2 -

the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement and the matters authorized thereby, including:

(a) all actions required to be taken by or on behalf of the Company, and all necessary filings and obtaining the necessary approvals, consents and acceptances of the appropriate regulatory authorities; and

(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by the Company,

such determination, in each case, to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

B-2

APPENDIX C – FAIRNESS OPINION

EVANS & EVANS, INC.

SUITE 130, 3RD FLOOR, BENTALL II, 555 BURRARD STREET

VANCOUVER, BRITISH COLUMBIA

CANADA V7X 1M8

19TH FLOOR, 700 2ND STREET SW

CALGARY, ALBERTA

CANADA T2P 2W2

357 BAY STREET

TORONTO, ONTARIO

CANADA M5H 4A6

July 21, 2025

BASIN URANIUM CORP.
503-905 West Pender St
Vancouver, British Columbia, V6C 1L6

Attention: Special Committee of the Board of Directors

Dear Sirs:

Subject: Fairness Opinion

1.0 Introduction

1.01 Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Opinion”) was engaged by the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Basin Uranium Corp. (“Basin” or the “Company”) of Vancouver, British Columbia to prepare a Fairness Opinion (the “Opinion”) with respect to a definitive arrangement agreement (the “Agreement”) dated June 25, 2025 (the “Announcement Date”) that Basin entered into with Nexus Uranium Corp. (“Nexus” or the “Acquirer” and together with Basin the “Companies”) and Blade Resources Inc. (“Blade” or “SpinCo”). The reader is advised to refer to section 1.03 of the Opinion for a summary description of the key terms of the Agreement.

Evans & Evans has been requested by the Committee to prepare the Opinion to provide an independent opinion as to the fairness of the Agreement, from a financial point of view, to the shareholders of Basin (the “Basin Shareholders”).

Basin is a reporting issuer whose shares are listed for trading on the Canadian Securities Exchange (the “Exchange”) under the symbol “NCLR”. Nexus is a reporting issuer whose shares are listed for trading on the Exchange under the symbol “NEXU”.

1.02 Unless otherwise noted, all monetary amounts referenced herein are Canadian dollars.

1.03 Evans & Evans has reviewed the Agreement. A summary of the key terms is provided below¹.

The Agreement provides for the acquisition by Nexus of 100% of the outstanding common shares of Basin (“Basin Shares”) under a statutory plan of arrangement, (the “Arrangement”). Pursuant to the Arrangement, Nexus will issue an aggregate of 30,000,000 Nexus common shares (“Nexus Shares”) to Basin shareholders representing approximately 1.1 of a Nexus share for each Basin share based on the number of Basin

¹ Certain defined terms as per the Agreement.

Tel: (604) 408-2222 | www.evansevans.com

BASIN URANIUM CORP.
July 21, 2025
Page 2

Shares issued and outstanding as of the date of the Opinion (the “Exchange Ratio”). Throughout the Opinion, the Nexus Shares issued to the Basin Shareholders are referred to as the “Consideration Shares”.

As part of the Arrangement, Basin shareholders will receive 3,000,000 shares common shares (“SpinCo Shares”) of a subsidiary of Basin, (“Basin SpinCo”), on the basis of approximately 0.11 of a SpinCo Share for every Basin Share held (“SpinCo Exchange Ratio”).

Each Basin option (“Basin Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, will cease to represent an option or other right to acquire Basin Shares, and shall be exchanged in accordance with the Arrangement for a Nexus stock option issued in accordance with the Nexus Omnibus Plan (a “Replacement Option”) to purchase from Nexus the number of Nexus Shares (rounded down to the nearest whole number) equal to: (i) the Exchange Ratio multiplied by (ii) the number of Basin Shares subject to such Basin Option immediately prior to the Effective Time, at an exercise price per Nexus Share (rounded up to the nearest whole cent) equal to (A) the exercise price per Basin Share otherwise purchasable pursuant to such Basin Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio.

For each Basin warrant (“Basin Warrant”) outstanding immediately prior to the Effective Time, for the period from the Effective Time until expiry of such Basin Warrants (in accordance with their respective terms), Nexus will assume all of the covenants and obligations of Basin under the Basin Warrants and in accordance with the terms and conditions of the applicable warrant indentures or certificates, as applicable, do all things necessary to provide for the application of the provisions set forth in such warrant indentures or certificates with respect to the rights and interest of the holders thereof, such that, upon exercise, a Basin Warrant will entitle the holder thereof to receive, in lieu of Basin Shares to which such holder was theretofore entitled upon exercise and for the same consideration, the kind and aggregate number of Consideration Shares that such holder would have been entitled to receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of New Basin Shares to which such holder would have held had such holder exercised their Basin Warrants into Basin Shares prior to the Effective Time, and the Basin Warrants will otherwise be valid and binding obligations of Nexus, entitling the holders thereof, as against Nexus, to all the rights of such holders as set out in their respective warrant indentures or certificates, as the case may be.

As more particularly outlined in the Agreement, Basin will transfer all right and title to the CHG gold project (the “Basin Spinout Assets”) to SpinCo (the “Spinout”) pursuant to a spinout transfer agreement to be entered into between Basin (or an affiliate of Basin) and SpinCo in consideration for the issuance of 3,000,000 common shares of SpinCo (“SpinCo Shares”) to Basin to be transferred to Basin Shareholders (other than Dissenting Shareholders) on the basis of one SpinCo Share for each Basin Share held.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 3

As more particularly outlined in the Agreement, Nexus will transfer all right and title to the Napoleon gold project and the Yukon gold project (the “Nexus Gold Assets”) to SpinCo in consideration for the issuance of 2,000,000 SpinCo Shares (“Nexus Asset Transfer”) to Nexus pursuant to the Transfer Agreements².

Nexus shall take all necessary actions to ensure that as of the Effective Time or as soon as practicable thereafter, to appoint Michael Blady to the Nexus Board, or such other nominee of Basin as agreed upon between Nexus and Basin (the “Board Nominee”), until the next annual meeting of Nexus or until their successor is elected or appointed, and Nexus shall include such nominee on the slate of directors to be put forth for election to the board of directors of Nexus at the annual general meeting, provided that the Board Nominee shall be a member of the Basin Board as of the date of the Agreement.

If the Agreement is terminated by Basin under certain scenarios as outlined in the Agreement, Basin shall pay to Nexus a termination fee of $500,000 (the “Termination Fee”).

The Agreement contains standard wording with respect to Basin’s ability to respond to a superior proposal following announcement of the Agreement. As of the date of the Opinion, Evans & Evans had not been notified of any offers received by Basin.

The Agreement was announced on June 26, 2025. As of the Announcement Date, the 20-day volume weighted average price (“VWAP”) of Basin was $0.13 and as at the date of the Fairness Opinion was $0.12. The 20-day VWAP of Nexus as of the date of the Opinion was $0.097, down approximately 3% from the Announcement Date.

1.04 The Committee retained Evans & Evans to act as an independent advisor to Basin and to prepare and deliver the Opinion to the Committee to provide an independent opinion as to the fairness of the Agreement and Exchange Ratio, from a financial point of view, to the Basin Shareholders as of July 21, 2025.

1.05 Basin was incorporated under the Business Corporations Act (British Columbia) (“BCBCA”) on October 13, 2017. As of the date of the Opinion, all of the Company’s mineral properties were considered exploration stage and a mineral resource estimate (“MRE”) in compliance with Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) was in place only for the material property referred to as the Chord Property. In February 2023 the Company acquired an option on the Chord uranium project (“Chord Property”) located in Fall River County South Dakota

The following summary of the Company’s mineral properties is derived from various public disclosure documents.

² As defined in the Agreement

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 4

Chord Property (South Dakota)

On February 28, 2023, the Company entered an option agreement with Cowboy Exploration and Development LLC (“Cowboy Exploration”), St. Cloud Trading Corp. and Thomas Byrne pursuant to which Cowboy Exploration has granted the Company the right to acquire a 90% interest (the “Chord Option”) in the Chord Property located in East Fall River County, South Dakota.

As of the date of the Opinion, there were remaining Basin Shares to be issued to Cowboy Exploration upon meeting certain milestones in order to exercise the Chord Option. In addition, certain contingent payments are required if Basin ultimately discovers certain measured and indicated resources in compliance with NI 43-101.

The Chord Property is located approximately 5.5 miles from enCore Energy Corporation’s Dewey-Burdock development project. The Chord Property has been the subject of extensive exploration since the 1970s with over 1,000 holes drilled by Union Carbide Corporation. Since acquiring the Chord Property, the Company has increased the size of the project by acquiring additional state land leases bordering the southern extension of the October-Jinx resource. The Chord Property now encompasses 3,677 acres of continuous landholdings with significant potential to grow the resource at Chord to the southeast down gradient from the current resource. Currently, permitting is underway on the state and federal lands with biological, cultural and environmental studies complete and final approvals pending.

On May 7, 2024, the Company issued a technical report in compliance with NI 43-101 setting out an MRE for the Chord Property. The Chord Property MRE sets out an inferred mineral resource. The book value of the Chord Property as of February 28, 2025 was $706,289.

Wray Mesa Project (Utah)

On March 30, 2022, the Company announced that Basin’s wholly owned subsidiary, 1353906 B.C. Ltd., had completed a definitive agreement to amalgamate with 1290945 B.C. Ltd. 1290945 B.C. Ltd.’s principal asset was a 100% interest in the Wray Mesa Project in San Juan County, Utah. The Wray Mesa Project is comprised of 301 unpatented lode claims located in San Juan County, Utah. The book value of the Wray Mesa Project as of February 28, 2025 was $827,305.

Nexus and Basin had entered into an option agreement on October 16, 2023, whereby Nexus was granted the right to acquire a 90% interest in the Wray Mesa Project subject to fulfilling certain requirements related to through staged cash, share, and work commitments. In its fiscal year ended November 30, 2024, Nexus made a decision not to continue with the agreement.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 5

Wolf Canyon Project, (South Dakota)

On February 7, 2024, Basin staked 80 unpatented mineral lode claims on the Wolf Canyon Project, covering 1,600 acres in Fall River County, South Dakota. The Company is currently acquiring data and evaluating future exploration plans. The book value of the Wolf Canyon Project as of February 28, 2025 was $64,340.

South Pass Project, (Wyoming)

The Company directly staked 151 unpatented mineral lode claims across 3,775 acres for the South Pass Property Uranium Project, acquired on December 6, 2023. Permitting is currently ongoing and all baseline biological, cultural and environmental studies have been completed and submitted to the appropriate regulators. The book value of the South Pass Project as of February 28, 2025 was $204,080.

Great Divide Basin Project (Wyoming)

On May 16, 2024, Basin staked 104 unpatented mineral lode claims comprising approximately 2,080 acres located south and west of Jeffrey City and north and west of Wamsutter, Wyoming. The Great Divide Basin Project adjoins Premier American Uranium Inc.'s Cyclone Project and is readily accessible by gravel and dirt roads maintained by the Bureau of Land Management ("BLM"). The project has seen extensive historical drilling dating back to the 1970s with many of the pads identifiable on the western half of the project. The book value of the Great Divide Basin Project as of February 28, 2025 was $73,801.

Mann Lake Project (Saskatchewan)

On October 14, 2021, the Company entered into an option agreement with Skyharbour Resources Ltd. ("Skyharbour"), an unrelated company, to acquire up to a 75% option of the Mann Lake uranium project, located in the Athabasca basin in Northern Saskatchewan, Canada. In order to exercise the option, the Company is required to issue certain shares and incur set exploration expenditures. The book value of the Mann Lake Project as of February 28, 2025 was $nil.

CHG Project (British Columbia, Canada) – Basin Spinout Assets

On March 23, 2020, the Company entered into an option agreement (the "CHG Option") with Cariboo Rose Resources Ltd. ("CRR"), an unrelated company. Under the terms of the Agreement, the Company can earn a 60% interest and up to 10% additional interest in CRR's carbonate hosted gold ("CHG") project. In order to earn the interest, certain cash payments and exploration expenditures must be met in 2026 and 2027. The book value of the CHG Project as of February 28, 2025 was $478,376.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 6

Financial Position and Capital Structure

The Company’s fiscal year (“FY”) ends on May 31. Basin’s mineral properties are not yet producing and as such the Company is not generating revenue. As of February 28, 2025, the Company’s cash balance was $667,158 and the Company had working capital of $599,328. As of the Announcement Date, Basin’s cash position had eroded to approximately $391,000 and the Company had no accounts payable. Basin had no debt as of the Announcement Date.

The last equity financing completed by Basin was completed on January 22, 2025, when the Company issued 4,664,999 units of the Company at a price of $0.15 per unit for gross proceeds of $699,750. Each unit under the January 20225 offering was comprised of one Basin Share and one Basin Share purchase warrant, with each warrant entitling the holder thereof to acquire one additional Basin Share at a price of $0.20.

As of Announcement Date, Basin’s issued capital consisted of an unlimited number of Basin Shares, of which, 27,300,679 Basin Shares have been validly issued. In addition, as of the Announcement Date there were an aggregate of up to 1,067,211 Basin Shares issuable upon the exercise of Basin Options, an aggregate of up to nil Basin Shares issuable upon the vesting of Basin restricted stock units (“RSUs”), and an aggregate of up to 7,373,865 Basin Shares issuable pursuant to the Basin Warrants.

1.06 Nexus was incorporated under the BCBCA on May 31, 2027 as “Golden Independence Mining Corp.” and its name was changed to “Nexus Uranium Corp.” on November 10, 2023.

During the year-ended November 30, 2024, Golden Independence Nevada Corp., a wholly owned subsidiary of Nexus, held a 51.54% interest in Independence Mining LLC, which owned the development-stage Independence Project in Nevada. On October 8, 2024, Nexus completed the sale of its 51.54% interest in Independence Mining LLC for total proceeds of $1.22 million. This disposal followed America’s Gold Exploration Inc. (“AGEI”) exercising its right of first refusal under the joint venture agreement.

The following summary of the Nexus mineral properties is derived from various public disclosure documents.

Cree East Property (Saskatchewan)

Pursuant to an option agreement (the “Cree East Option”) dated March 18, 2024, Nexus was granted an option to acquire up to a 75% interest in the Cree East uranium property located in the Athabasca Basin of Saskatchewan (the “Cree East Property”) by CanAlaska Uranium Ltd. (“CanAlaska”). Pursuant to the Cree East Option, Nexus may acquire up to a 75% interest in the Cree East Property through staged cash, share, and work commitments as outlined in the Acquirer’s public disclosure documents. As at As at March 31, 2025, Nexus had satisfied both the cash and share issuance components required to earn an initial 40% interest in the Cree East Property.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 7

The Cree East Property is located on the eastern shore of Cree Lake in northern Saskatchewan, approximately 40 km west-northwest of Cameco Corporation’s Key Lake uranium mill and is comprised of 17 contiguous mineral claims covering an area of 57,752 hectares (223 square miles). The exploration target on the Cree East Property is a sandstone- or basement-hosted unconformity-type uranium deposit. The Cree East Property has seen extensive historical exploration dating back to the early 1970s, with over $20 million expended since 2006 which included multiple phases of geophysics in addition to 34,473 metres of drilling in 91 holes. Exploration to date has delineated multiple zones of uranium mineralization associated with graphitic conductors and large hydrothermal alteration halos.

On July 16, 2025, Nexus announced assay results from its 2025 winter drill program at the Cree East Property. The 2025 drill program consisted of a total of seven diamond drill holes totaling 3,339 metres of NQ sized coring were completed. Of the seven holes drilled, five successfully intersected the sandstone basement unconformity.

The book value of the Cree East Property as of February 28, 2025 was $6,769,716.

Fraser Lake Property (British Columbia)

Nexus acquired the Fraser Lake copper project (the “Fraser Lake Property”) in March, 2022 by staking the land. The project consists of three distinct claim groups totaling approximately 9,900 hectares, lying 40 to 55 kilometres northwest of Fraser Lake, proximal to the Quesnel Trough. The Fraser Lake Property is being explored for porphyry copper and molybdenum.

On March 30, 2023, Nexus optioned the Fraser Lake Property to Homeland Uranium Corp. (formerly Valleyview Resources Ltd.)(“Homeland”). As of the date of the Opinion, Homeland had completed the steps necessary to earn a 51% interest in the property.

The book value of the Fraser Lake Property as of February 28, 2025 was $nil.

Nexus Gold Assets

Napolean Property (British Columbia)

On March 24, 2023, Nexus completed the acquisition (the “Napolean” Acquisition”) of all the issued and outstanding securities of 1406126 B.C. Ltd. (“Napolean”) pursuant to terms of an amalgamation agreement with 1396791 B.C. Ltd., and all of the outstanding common shares of the Napoleon were exchanged for approximately 7,000,000 common shares of Nexus. Napolean’s principal asset was a 100% interest in the Napoleon Property.

The Napoleon Property is comprised of 996 hectares located in the Kamloops Mining Division approximately 35 kilometres northwest of the city of Kamloops, British Columbia. The property is wholly owned with no underlying royalties. The Napolean Property is prospective for intrusion-related gold mineralization in addition to other related

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 8

styles of mineralization such as large bulk tonnage gold-copper porphyry-style mineralization and paleoplacer style of mineralization. Exploration in the region dates to the 1970s and 1980s with the discovery of gold mineralization in several clusters of quartz vein float material.

The book value of the Napoleon Property as of February 28, 2025 was $3,670,413.

Yukon Property (Yukon)

The Yukon gold property (the "Yukon Property") covers an area of 7,998 hectares in the Upper Hyland River Gold belts. On April 25, 2023, Nexus announced that it had acquired a portfolio of quartz mining claims located in eastern Yukon which were previously held by Bearing Lithium Corp. The Yukon Property is made up of the HY-Jay, VBA and VM projects. These claims were received for nil proceeds and the Nexus has not incurred any expenditures to date on these claims.

The book value of the Yukon Property as of February 28, 2025 was $nil.

Financial Position and Capital Structure

As an exploration stage company, Nexus does not have revenue and is expected to generate operating losses. As at February 28, 2025, Nexus had working capital of approximately $2.1 million. As of Announcement Date, the Acquirer's working capital position had declined to approximately $960,000. Nexus had no debt as of the Announcement Date.

The authorized and issued capital of Nexus consists of an unlimited number of Nexus Shares, of which, 42,963,902 Nexus Shares were outstanding as of the Announcement Date. In addition, an aggregate of up to 3,275,667 Nexus Shares are issuable upon the exercise of Nexus options, an aggregate of up to 12,889,408 Nexus Shares are issuable pursuant to the Nexus warrants, and nil Nexus Shares are issuable pursuant to Nexus RSUs.

The last round of financing completed by Nexus was on December 12, 2024, when an aggregate of 6,941,004 of units ("FT Units") were issued at price of $0.30 per FT Unit to raise gross proceeds of approximately $2,082,301. Each FT Unit consisted of one Nexus Share issued as a "flow-through share" within the meaning of within the meaning of the Income Tax Act (Canada) and one common share purchase warrant, each of which is exercisable to acquire one Nexus Share for 18 months following closing at an exercise price of $0.40.

2.0 Engagement of Evans & Evans, Inc.

2.01 Evans & Evans was formally engaged by the Committee pursuant to an engagement letter signed by the Committee on June 18, 2025 (the "Engagement Letter"). The Engagement Letter provides the terms upon which Evans & Evans has agreed to provide the Opinion to the Committee.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 9

2.02 The terms of the Engagement Letter provide that Evans & Evans is to be paid a fixed professional fee for its services. In addition, Evans & Evans is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by Basin in certain circumstances. The fee established for the Opinion is not contingent in whole or in part upon the conclusions or opinions presented or the outcome of the transactions noted herein.

3.0 Scope of Review

3.01 In connection with preparing the Opinion, Evans & Evans has reviewed and relied upon, or carried out, among other things, the following:

Reviewed the Arrangement Agreement and related Plan of Arrangement dated June 25, 2025.
Reviewed the Companies’ press releases for the 18 months preceding the date of the Opinion.
Reviewed information on the Companies’ markets from a variety of sources.
Reviewed information on mergers and acquisitions involving uranium companies and uranium assets.
Reviewed information on mergers and acquisitions involving gold companies and exploration stage gold assets.
Reviewed financial, trading and property information on the following uranium companies: Aero Energy Limited; Cosa Resources Corp.; Baselode Energy Corp.; Skyharbour Resources Ltd.; CanAlaska Uranium Ltd.; F3 Uranium Corp.; Atha Energy Corp.; Anfield Energy Inc.; Western Uranium & Vanadium Corp.; Future Fuels Inc.; Global Uranium Corp.; Myriad Uranium Corp.; Foremost Clean Energy Ltd.; Purepoint Uranium Group Inc.; and Premier American Uranium Inc.
Reviewed the trading price of the Companies for the 12 months preceding the date of the Opinion. As can be seen from the following chart, the trading price of both Companies experienced a general decline in stock price over the past 12 months. Closing prices for both Companies was relatively stable between the Announcement Date and the Date of the Opinion. The Nexus Shares are more liquid than the Basin Shares. In the 90 trading days leading up to the Announcement Date, trading volumes for Basin Shares represented about 5% of the issued and outstanding shares, while approximately 15% of Nexus Shares were traded over the same period. Trading volumes for both Companies declined following the announcement of the signing of the Agreement, which is not unusual.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 10

Trading Volume and Price - Basin

Trading Volume and Price - Nexus

Basin

Interviewed management of Basin to gain an understanding of the rationale for the Agreement and the future plans of Basin.
Reviewed Basin’s website (basinuranium.com).
Reviewed the Company’s Condensed Interim Consolidated Financial Statements for the nine months ending February 28, 2025.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 11

Reviewed the Consolidated Financial Statements for Basin for the years ended May 31, 2022 to 2024 as audited by Manning Elliott LLP of Vancouver, British Columbia.
Reviewed the Company’s Management’s Discussion and Analysis for the nine months ended February 28, 2025 and the year ended May 31, 2024.
Reviewed the Property Option Agreement with CRR dated March 23, 2020 and the Amendment, dated November 9, 2022.
Reviewed the Company’s fully diluted cap table as provided by management as at the date of the Agreement.
Reviewed and relied extensively on the technical report prepared for Basin titled “Chord Uranium Project Fall River County, South Dakota, USA, Mineral Resource NI 43-101 Technical Report” with an effective date of May 7, 2024.

Nexus

Reviewed Nexus’s website (nexusuranium.com).
Reviewed the Nexus Condensed Interim Consolidated Financial Statements for the three months ending February 28, 2025.
Reviewed the Consolidated Financial Statements for Nexus for the years November 30, 2022 to 2024 as audited by Manning Elliott LLP.
Reviewed the Management’s Discussion and Analysis for the years ended November 29, 2024 and for the three months ended February 28, 2025.
Reviewed the Nexus fully diluted capitalization table as provided by Management as of the date of the Agreement.
Reviewed the Property Option Agreement dated January 24, 2025 with River Road Resources Ltd. whereby the Acquiror optioned certain claims in British Columbia related to the Fraser Lake project to the optionee.
Reviewed the Property Option Agreement dated March 16, 2023 with Valleyview Resources Ltd. whereby the Acquiror optioned certain claims in British Columbia related to the Stobart project to the optionee.
Limitation and Qualification: Evans & Evans did not visit any of the mineral resource properties referenced in the Opinion. Evans & Evans has, therefore, relied on management’s disclosure with respect to the properties / operations of the Companies outlined in section 3.0 of this Opinion.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 12

4.0 Market Overview

4.01 In determining the fairness of the Agreement as of the date of the Opinion, Evans & Evans reviewed the overall uranium market conditions and the market for exploration and development stage companies.

4.02 Junior exploration companies typically rely on equity financing to support their exploration and mining activities³, as they lack producing assets. Their ability to progress mineral resource projects is closely linked to market conditions and investor confidence. A favourable capital market is essential for junior mining companies to thrive. During the first half of 2025, junior and intermediate financing exhibited an upward trend, both in the total amount raised and the number of completed financings. Following subdued activity at the year's start, there was a notable rebound in March of 2025, primarily driven by increased gold and base/other metals financings. Sharp growth continued through May and June, further boosted by significant gold financings. The number of completed financings also rose steadily from January to June, indicating robust recovery and growing investor interest across various commodity sectors. According to research by S&P⁴, junior and intermediate companies raised over US$1.89 billion in June of 2025, representing a 31.4% increase from the US$1.44 billion raised in May of 2025. Compared to 2024, the first half of 2025 marked a clear recovery in junior and intermediate financings, suggesting enhanced investor sentiment, favorable market conditions, rising commodity prices, and increased project development as can be seen from the following chart.

In June 2025, junior and intermediate mining companies raised over 96% of their funds through equity financing, with IPOs accounting for 3% and debt instruments comprising less than 1%. The Toronto Stock Exchange dominated the financing landscape, raising

EVANS & EVANS, INC.

³ https://www.rba.gov.au/publications/bulletin/2012/sep/5.html?utm
⁴ https://www.capitaliq.spglobal.com/apisv3/spg-webplatform
core/news/article?Id=91590778&KeyProductLinkType=2&redirected=1

BASIN URANIUM CORP.
July 21, 2025
Page 13

US$1,181.5 million, followed by the Australian Stock Exchange (ASX) with US$375 million and the New York Stock Exchange (NYSE) with US$139.7 million.

An analysis of the 2025 US$1,181.5 million and the New York Stock Exchange (NYSE) with US$375 million for the 2025 US$1,181.5 million shows that the average construction time of the 2025 US$1,181.5 million is about 1.101.5 years. The average construction time of the 2025 US$1,181.5 million is about 27.8 years.

As of July 10, 2025.

ASX = Australian Securities Exchange; LSE = London Stock Exchange; TSX = Toronto Stock Exchange.

Includes convertible and nonconvertible debt.

Source: S&P Global Market Intelligence.

4.03 Uranium has become one of the world’s most important energy minerals in the last 60 years. Uranium production was 54,345 tons in 2023, with a 9.8% increase year-over-year (“y-o-y”)⁵. Uranium production is expected to grow marginally at a compound annual growth rate (“CAGR”) of more than 4% from 2024 to 2030. The following are some of the key highlights of the uranium mining market:⁶ (1) about two-thirds of the world's production of uranium from mines is from Kazakhstan, Canada and Australia⁷; and (2) the countries holding significant uranium reserves are Australia, Kazakhstan, Canada, Russia, and Namibia among others, with Australia holding the largest share followed by Kazakhstan.⁸

China intends to build 150 new nuclear reactors between 2020 and 2035, with 27 currently under construction and the average construction timeline for each reactor about seven years.⁹ On July 28, 2023, Kansai Electric Power restarted the No. 1 reactor at Takahama Nuclear Power Plant in Japan. This is now the second nuclear reactor over 40 years old to have resumed operations, following the No. 3 reactor at the Mihama plant, also located in

⁵ NEA (2025), Uranium 2024: Resources, Production and Demand, OECD Publishing, Paris
⁶ https://www.globaldata.com/store/report/uranium-mining-market-analysis/
⁷ https://world-nuclear.org/information-library/nuclear-fuel-cycle/mining-of-uranium/world-uranium-mining-production
⁸ NEA (2025), Uranium 2024: Resources, Production and Demand, OECD Publishing, Paris
⁹ https://itif.org/publications/2024/06/17/how-innovative-is-china-in-nuclear-power/

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 14

Fukui.¹⁰ The No. 2 reactor at Takahama, which has been in operation for 48 years, was restarted at September 15, 2023.¹¹

On May 18, 2022, the European Commission presented details of its plan to repower Europe and to reduce, and ultimately end, Europe’s reliance on Russian fossil fuels. It aims to do this with energy conservation, diversifying supplies, and quickly substituting fossil fuels by accelerating Europe’s clean energy transition, all while smartly combining investments and reforms.¹²

As of July 18, 2025, there are about 416 nuclear power reactors operating in 32 countries plus Taiwan, with a combined capacity of about 376 Gigawatt-electric (“GWe”). Additionally, 62 reactors are under construction worldwide, totaling 65 GWe. China ranked first with 30.8 GWe, followed by India with 4.8 GWe and Türkiye by 4.5 GWe.¹³ Most reactors under construction or planned are in Asia.¹⁴

Demand for uranium in nuclear reactors is expected to climb by 28% by 2030 and nearly double by 2040 as governments ramp up nuclear power capacity to meet zero-carbon targets, the World Nuclear Association.¹⁵ Global demand for uranium was forecasted to reach 209 million pounds of triuranium octoxide (“U3O8”) by 2035.¹⁶

4.04 In 2023, owners and operators of U.S. civilian nuclear power reactors purchased 51.6 million pounds of uranium concentrate, a 27% increase from 2022. These purchases were made at a total weighted-average price of US$43.80 per pound, an increase of 12% from a US$39.08 per pound average price in 2022.¹⁷

In 2023, the United States sourced uranium from foreign sources, 27% sourced from Canada, followed closely by Australia and Kazakhstan with 22% each. Russian-origin material accounted for 12% of total supply and Uzbekistan-origin material accounted for 10%. United States material accounted for 5% of total supply in 2023, the same percentage as 2022.¹⁷ In May 2024, the U.S. enacted the Prohibiting Russian Uranium Imports Act, effectively banning the import of uranium from Russia. This legislation aims to reduce reliance on Russian nuclear materials and stimulate domestic uranium production.¹⁸

In 2024, the U.S. domestic production rebounded substantially. The first quarter alone saw over 82,000 pounds of U₃O₈ produced, surpassing the total production of 2023. By the end

¹⁰ https://www.nippon.com/en/japan-data/h01752/
¹¹ https://english.kyodonews.net/news/2023/09/0a4fb1d7c0f0-takahama-no-2-nuclear-reactor-in-japan-restarted-after-12-yr-halt.html
¹² https://www.jdsupra.com/legalnews/european-commission-presents-repowereu-4396821/
¹³ https://pris.iaea.org/PRIS/WorldStatistics/OperationalReactorsByCountry.aspx
¹⁴ https://pris.iaea.org/PRIS/WorldStatistics/UnderConstructionReactorsByCountry.aspx
¹⁵ https://www.reuters.com/business/energy/demand-uranium-reactors-seen-jumping-28-by-2030-report-2023-09-07
¹⁶ https://www.statista.com/statistics/1234200/world-uranium-supply-and-demand-forecast/
¹⁷ 2023 Uranium Marketing Annual Report- U.S. Energy Information Administration: https://www.eia.gov/uranium/marketing/pdf/2023%20UMAR.pdf
¹⁸ https://www.miningnewsnorth.com/story/2024/09/19/critical-minerals-alliances-2024/us-acts-to-secure-domestic-uranium-supply/8710.html

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 15

of the third quarter of 2024, cumulative production exceeded 300,000 pounds, indicating a strong recovery in the domestic uranium mining sector.¹⁹ Wyoming leads the United States in uranium mining since 1995. Wyoming hosts the largest-known economic uranium ore reserves in the United States.²⁰

4.05 On May 13, 2024, President Joe Biden signed into law the Prohibiting Russian Uranium Imports Act (the “Act”), which bans uranium imports from Russia, a trade worth around US$1 billion annually. The ban, a response to Russia’s invasion of Ukraine, came into effect on August 11, 2024 and released US$2.7 billion in government aid to rebuild the United States nuclear fuel industry. American nuclear fuel supply has been in decline since the early eighties and is, today, virtually non-existent. The United States imports over 90% of the uranium needed to fuel its nuclear fleet, mostly from Canada, Kazakhstan, and Russia, as well as smaller producers, according to the National Mining Association. The United States lags behind Russia in the enrichment process as Russia hosts 44% of global enrichment capacity and around a quarter of the uranium entering the United States in 2022 was from Russia, according to the United States Energy Information Administration (“EIA”). The concern is that many U.S. utilities have become so reliant on Russia’s enriched uranium that an outright ban could lead to power plant shutdowns, something that can be avoided if the U.S. works to rebuild its own industry. The ban doesn’t impose an immediate block on Russian uranium as U.S. utilities have been granted a work around, in the form of waivers, while the domestic industry is rebuilt. The Act includes a waiver, applied until Jan 1, 2028, that allows utilities to continue to import from Russia’s TENEX if there are no viable alternative sources or if importation of the uranium is in the national interest.²¹

The law would appear to be a problem for United States consumers of uranium, who sourced 3,142 metric tonnes of uranium products from Russia between the first quarter of 2018 and the third quarter of 2023, according to S&P Global Market Intelligence data. This made Russia the fourth-largest supplier of US uranium. The United States imported 22,827 metric tons of uranium products from Canada, the country's largest supplier, over the same period. The prospect of a ban, alongside other recent developments in the sector, has driven up the price of uranium, motivating United States and Canadian producers to increase production.²²

On March 20, 2025, US President Donald Trump signed an executive order directing the use of the Defense Production Act to increase domestic mineral production. "Immediate Measures to Increase American Mineral Production" is part of sweeping efforts by the US administration to reduce reliance on overseas supply of minerals, particularly from China, which dominates both the mining and refining of many critical minerals. To this end, the order defines "mineral production" to encompass the full value chain, from mining through

¹⁹ https://2021-2025.state.gov/prohibiting-imports-of-uranium-products-from-the-russian-federation/
²⁰ https://www.wsgs.wyo.gov/products/wsgs-2024-uranium-summary.pdf
²¹ https://www.reuters.com/business/energy/ban-russian-uranium-aims-revive-american-supply-2024-06-04/
²² https://www.spglobal.com/commodityinsights/en/market-insights/latest-news/electric-power/012424-us-nuclear-plants-uranium-miners-prepare-for-possible-us-ban-on-russian-uranium

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 16

processing and refining to the production of derivative products such as semiconductor wafers, anodes and cathodes, as well as final products such as magnets and electric vehicles. The executive order adds copper, uranium, gold and potash to the Interior Department's list of 50 minerals already defined as critical. Additional minerals can be added at the NEDC's discretion. Expanding the minerals beyond that of the Interior Department's list means that mining projects focused on commodities such as copper and uranium, which are central to the growth of the electrical and nuclear sectors, could now be eligible for tax and permitting benefits.²³

On May 23, 2025, US President Donald Trump signed an executive order to accelerate the deployment of advanced nuclear technologies in support of national security objectives. The order which is titled “Deploying Nuclear Reactors for National Security”, directs multiple federal agencies to coordinate the construction and operation of small modular reactors and other advanced nuclear systems at military bases and Department of Energy sites. The directive calls for the first reactor to be operational within three years and designates AI data centers powered by these systems as critical defense infrastructure. The order also releases 20 metric tons of high-assay low-enriched uranium from federal reserves to establish a fuel bank supporting private-sector nuclear development. It authorizes the use of categorical exclusions under the National Environmental Policy Act to expedite permitting and calls for the development of domestic uranium fuel cycle capabilities, including recycling and reprocessing, on federal lands. By prioritizing federal support, reducing regulatory barriers, and enabling public-private partnerships, the order aims to bolster domestic uranium demand and fuel production capacity, while strengthening U.S. energy and technological leadership in nuclear and AI sectors²⁴.

Uranium concentrate or U₃O₈ often called yellowcake for its powdered, yellow appearance is one of the first steps in making fuel for nuclear reactors. After uranium ore is mined, it goes through a milling process where uranium is extracted from the ore, producing U₃O₈, which is then processed at conversion and enrichment facilities. The enriched uranium is made into fuel pellets that are assembled into fuel rods for nuclear reactors. The uranium material used in United States nuclear power reactors is largely imported because it’s more abundant and cheaper to produce in other countries.

In 2020, Congress established a strategic uranium reserve, a stockpile of domestically produced uranium that serves as backup supply for United States nuclear power plants and incentivizes domestic uranium production.²⁵ The U.S. DOE has announced its aim to increase domestic uranium production to reduce reliance on uranium imports. The fifth facility, Rosita, in Texas, resumed operations in November 2023.²⁶

4.06 Gold mining is a global business with operations on every continent, except Antarctica,

²³ https://www.capitaliq.spglobal.com/apisv3/spg-webplatform-core/news/article?id=88177271&redirected=1
²⁴ https://www.whitehouse.gov/fact-sheets/2025/05/fact-sheet-president-donald-j-trump-deploys-advanced-nuclear-reactor-technologies-for-national-security/
²⁵ https://www.eia.gov/todayinenergy/detail.php?id=60160
²⁶ https://world-nuclear-news.org/articles/us-q1-uranium-production-highest-since-2018?utm_ _

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 17

and gold is extracted from mines of widely varying types and scale. Gold mining is a process of extracting gold from the gold mine by various methods such as placer mining and hard rock mining.²⁷ According to Research Nester, the global gold mining market size is US$218.6 billion in 2024 and is expected to grow to US$224.42 billion by the end of 2025. The global gold mining market is expected to further expand at a CAGR of 3.80% from 2023 to 2037 to US$354.99.²⁸

In 2024, Australia and Russia held the world's largest gold mine reserves, estimated at 12,000 metric tonnes, followed by South Africa with 5,000 metric tonnes.²⁹ Gold reserves in Argentina, Chile, and Colombia remained unchanged in the fourth quarter of 2024 compared to the third quarter. Argentina’s reserves stayed at 61.74 tonnes, Chile’s remained at 0.25 tonnes, and Colombia’s held steady at 4.68 tonnes.³⁰,³¹,³²

As of 2024, China, Russia, Australia, and Canada were the largest gold producers globally. Total global gold production reached approximately 3,300 metric tonnes, with China alone accounting for an estimated 380 metric tonnes of that amount.³³

4.07 In the first half of 2025, gold demand increased substantially, driven by rising geopolitical tensions, macroeconomic uncertainties, and evolving global monetary conditions. Gold’s robust performance emphasized its value as a strategic safe-haven asset amid escalating tensions and policy uncertainty.

Heightened global trade and military conflicts significantly influenced gold prices, driving them near the critical psychological threshold of US$3,500/oz. Concurrently, the U.S. dollar weakened by 11% in the first half of 2025, which is its steepest decline since 1973, prompting investors to diversify their portfolios away from dollar-based assets, further fueling gold demand. Geopolitical issues, for example the conflicts in the middle East, especially between Iran and Israel, initially propelled gold prices upward in the second quarter. However, as tensions subsided, market sentiment shifted, leading to reduced over-the-counter activity and moderating gold prices.

²⁷ https://www.alliedmarketresearch.com/gold-mining-market
²⁸ https://www.researchnester.com/reports/gold-mining-market/6806
²⁹ https://www.statista.com/statistics/248991/world-mine-reserves-of-gold-by-country/
³⁰ https://tradingeconomics.com/argentina/gold-reserves
³¹ https://tradingeconomics.com/chile/gold-reserves
³² https://tradingeconomics.com/colombia/gold-reserves
³³ https://www.statista.com/statistics/264628/world-mine-production-of-gold/

EVANS & EVANS, INC.

BASIN URANIUM CORP.

July 21, 2025

Page 18

Gold price range-bound on below-average OTC trade, ignores critical economic data
As of July 5, 2025.
SVB = Silicon Valley Bank.
Sources: S&P Global Market Intelligence; London Bullion Market Association.
© 2025 S&P Global.

By mid-June of 2025, the average weekly London Bullion Market Association ("LBMA") trading volumes dropped to around 170 million ounces $^{34}$ , signaling cautious yet sustained market interest. Continued geopolitical instability and uncertainties surrounding U.S. trade policy, notably concerning tariffs targeting BRICS-aligned nations, are expected to maintain strong demand for gold.

Monetary policy remains pivotal; the U.S. Federal Reserve (the "Fed") held interest rates steady at $4.25\% - 4.50\%$ in June of 2024, emphasizing a flexible and data-driven approach. Should the Fed adopt a dovish stance or initiate a rate cut amidst ongoing economic uncertainty, gold demand is likely to accelerate, further reinforcing its appeal as a safe-haven investment.

Rates steady at June meeting; divide develops on future policy direction
As of July 11, 2025.
LBMA = London Bullion Market Association
Sources: LBMA; US Treasury Department.
© 2025 S&P Global.

US dollar H1 performance worst in over 50 years
As of July 11, 2025.
Source: LSEG; S&P Global Market Intelligence.
© 2025 S&P Global.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 19

5.0 Prior Valuations

5.01 Basin stated to Evans & Evans that there have been no formal valuations or appraisals relating to the Company or any affiliate or any of their respective material assets or liabilities made in the preceding three years which are in the possession or control of Basin.

5.02 No formal valuations or appraisals related to the Acquiror were made available to Evans & Evans.

6.0 Conditions and Restrictions

6.01 The Opinion may not be issued to anyone, nor relied upon by any party beyond the Committee, the Board, the Exchange and the court approving the Arrangement. The Opinion may be referenced and/or included in Basin’s information circular and may be submitted to the Basin Shareholders or a joint mailing with the Nexus shareholders.

6.02 The Opinion may not be issued to any international stock exchange and/or regulatory authority beyond the Exchange.

6.03 The Opinion may not be issued and/or used to support any type of value with any other third parties, legal authorities, nor stock exchanges, or other regulatory authorities, nor any Canadian or international tax authority. Nor can it be used or relied upon by any of these parties or relied upon in any legal proceeding and/or court matter (other than relating to the approval of the Arrangement).

6.04 Any use beyond that defined above is done without the consent of Evans & Evans and readers are advised of such restricted use as set out above.

6.05 The Opinion should not be construed as a formal valuation or appraisal of Basin, SpinCo, the Acquiror or any of their securities or assets. Evans & Evans has, however, conducted such analyses as we considered necessary in the circumstances.

6.06 In preparing the Opinion, Evans & Evans has relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data provided by the Companies, either directly or through access to the respective data rooms. Evans & Evans has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Opinion has also been used.

The Opinion is based on: (i) our interpretation of the information which the Companies, as well as their representatives and advisers, have supplied to date; (ii) our understanding of the terms of the Agreement; and (iii) the assumption that the Agreement will be consummated in accordance with the expected terms.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 20

6.07 The Opinion is necessarily based on economic, market and other conditions as of the date hereof, and the written and oral information made available to us until the date of the Opinion. It is understood that subsequent developments may affect the conclusions of the Opinion, and that, in addition, Evans & Evans has no obligation to update, revise or reaffirm the Opinion.

6.08 Evans & Evans denies any responsibility, financial, legal or other, for any use and/or improper use of the Opinion however occasioned.

6.09 Evans & Evans is expressing no opinion as to the price at which any securities of Basin, SpinCo or the Acquiror will trade on any stock exchange at any time.

6.10 Evans & Evans was not requested to, and we did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of or merger with Basin. Our opinion also does not address the relative merits of the Arrangement as compared to any alternative business strategies or transactions that might exist for Basin, the underlying business decision of Basin to proceed with the Arrangement, or the effects of any other transaction in which Basin will or might engage.

6.11 Evans & Evans expresses no opinion or recommendation as to how any shareholder of Basin should vote or act in connection with the Arrangement, any related matter or any other transactions. We are not experts in, nor do we express any opinion, counsel or interpretation with respect to, legal, regulatory, accounting or tax matters. We have assumed that such opinions, counsel or interpretation have been or will be obtained by Basin from the appropriate professional sources. Furthermore, we have relied, with Basin's consent, on the assessments by Basin and its advisors, as to all legal, regulatory, accounting and tax matters with respect to Basin and the Arrangement, and accordingly we are not expressing any opinion as to the value of Basin' tax attributes or the effect of the Arrangement thereon.

6.12 Evans & Evans is expressing no opinion as to whether any alternative transaction might have been more beneficial to the Basin Shareholders.

6.13 Evans & Evans reserves the right to review all information and calculations included or referred to in the Opinion and, if it considers it necessary, to revise part and/or its entire Opinion and conclusion in light of any information which becomes known to Evans & Evans during or after the date of this Opinion.

6.14 In preparing the Opinion, Evans & Evans has relied upon a letter from management of the Company confirming to Evans & Evans in writing that the information and management's representations made to Evans & Evans in preparing the Opinion are accurate, correct and complete, and that there are no material omissions of information that would affect the conclusions contained in the Opinion.

6.15 Evans & Evans has based its Opinion upon a variety of factors. Accordingly, Evans & Evans believes that its analyses must be considered as a whole. Selecting portions of its

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 21

analyses or the factors considered by Evans & Evans, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Evans & Evans’ conclusions as to the fairness, from a financial point of view, to the Basin Shareholders of the Arrangement were based on its review of the Arrangement taken as a whole, in the context of all of the matters described under “Scope of Review”, rather than on any particular element of the Arrangement or the Arrangement outside the context of the matters described under “Scope of Review”. The Opinion should be read in its entirety.

6.15 Evans & Evans and all of its Principal’s, Managing Partner’s, staff or associates’ total liability for any errors, omissions or negligent acts, whether they are in contract or in tort or in breach of fiduciary duty or otherwise, arising from any professional services performed or not performed by Evans & Evans, its Principal, Managing Partner, any of its directors, officers, shareholders or employees, shall be limited to the fees charged and paid for the Opinion. No claim shall be brought against any of the above parties, in contract or in tort, more than two years after the date of the Opinion.

7.0 Assumptions

7.01 In preparing the Opinion, Evans & Evans has made certain assumptions as outlined below.

7.02 With the approval of Basin and as provided for in the Engagement Letter, Evans & Evans has relied upon, and has assumed the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by it from public sources or provided by Basin or its affiliates or any of their respective officers, directors, consultants, advisors or representatives or any information made available through access to the Acquirer’s data room (collectively, the “Information”). The Opinion is conditional upon such completeness, accuracy and fair presentation of the Information. In accordance with the terms of the Engagement Letter, but subject to the exercise of its professional judgment, and except as expressly described herein, Evans & Evans has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

7.03 Senior officers of the Company represented to Evans & Evans that, among other things: (i) the Information (other than estimates or budgets) provided orally by, an officer or employee of Basin or in writing by Basin (including, in each case, affiliates and their respective directors, officers, consultants, advisors and representatives) to Evans & Evans relating to Basin, its affiliates or the Arrangement, for the purposes of the Engagement Letter, including in particular preparing the Opinion was, at the date the Information was provided to Evans & Evans, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of Basin, its affiliates or the Arrangement and did not and does not omit to state a material fact in respect Basin, its affiliates or the Arrangement that is necessary to

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 22

make the Information not misleading in light of the circumstances under which the Information was made or provided; (ii) with respect to portions of the Information that constitute financial estimates or budgets, they have been fairly and reasonably presented and reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company or its associates and affiliates as to the matters covered thereby and such financial estimates and budgets reasonably represent the views of management of the Company; and (iii) since the dates on which the Information was provided to Evans & Evans, except as disclosed in writing to Evans & Evans, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its affiliates and no material change has occurred in the Information or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Opinion.

7.04 In preparing the Opinion, we have made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to us, all of the conditions required to implement the Arrangement will be met, all consents, permissions, exemptions or orders of relevant third parties or regulating authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Arrangement are valid and effective and that the disclosure provided or (if applicable) incorporated by reference in any information circular provided to shareholders with respect to the Company, the Acquirer and the Arrangement will be accurate in all material respects and will comply with the requirements of applicable law. Evans & Evans also made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Evans & Evans and any party involved in the Arrangement. Although Evans & Evans believes that the assumptions used in preparing the Opinion are appropriate in the circumstances, some or all of these assumptions may nevertheless prove to be incorrect.

7.05 The Companies and all of their related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, other than those disclosed by management and included in the Opinion that would affect the evaluation or comment.

7.06 As of February 28, 2025, all assets and liabilities of the Company and the Acquirer have been recorded in their accounts and financial statements and follow International Financial Reporting Standards.

7.07 There were no material changes in the financial position of the Companies between the date of their financial statements and the date of the Opinion unless noted in the Opinion. Evans & Evans specifically draws reference to more recent cash and debt balances of the Companies as outlined in section 1.0 of this Opinion.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 23

7.08 All options and warrants “in-the-money” based on the trading price of the Companies and the value implied by the Exchange Ratio are assumed to be exercised at the close of the Agreement. Such an assumption was deemed appropriate by the authors of the Opinion to provide Basin Shareholders with a clear understanding of their potential shareholding in the Acquiror on a fully diluted basis.

7.09 Representations made by the Companies in the Agreement as to the number of shares outstanding for both Companies are accurate.

8.0 Analysis of Basin Uranium Corp.

8.01 In assessing the fairness of the Arrangement, Evans & Evans considered the following analyses and factors, amongst others with respect to Basin: (1) trading price analysis; (2) historical financings; (3) precedent transactions analysis; (4) guideline public company analysis; and (5) other considerations.

8.02 Evans & Evans reviewed Basin’s trading prices over the 10, 30, 90 and 180 trading days preceding the date of the Opinion and the Announcement Date. As can be seen from the following tables, the Company’s closing share price on the Exchange appears to have settled in the range of $0.12 to $0.20 per Basin Share. Overall, in the 90 days preceding the date of the Opinion, the Basin Shares were trading in a range of $0.12 to $0.18 per Basin Share as compared to a range of $0.12 to $0.20 in the 90 days preceding the Announcement Date. While Evans & Evans reviewed data over a 180-day trading period, the analysis focused on the 30 to 90 days preceding the date of the Opinion. In the view of Evans & Evans, given changes in the market, a long-term view is not appropriate.

Evans & Evans considered it appropriate to review the trading data prior to the announcement of the Arrangement in order to remove the impact of the announcement on the consideration of the trading value of Basin.

Trading Price	July 20, 2025
	Minimum	Average	Maximum
10-Days Preceding	$0.13	$0.14	$0.15
30-Days Preceding	$0.12	$0.13	$0.15
90-Days Preceding	$0.12	$0.14	$0.18
180-Days Preceding	$0.12	$0.18	$0.27
Trading Price	June 25, 2025
---	---	---	---
	Minimum	Average	Maximum
10-Days Preceding	$0.13	$0.13	$0.14
30-Days Preceding	$0.12	$0.14	$0.17
90-Days Preceding	$0.12	$0.15	$0.20
180-Days Preceding	$0.12	$0.19	$0.29

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 24

In undertaking the share price analysis, the authors of the Opinion deemed it necessary to examine the trading history of Basin to determine the actual ability of the Basin Shareholders to realize the implied value of their shares (i.e., sell) and to determine if the Agreement would offer increased liquidity to the holders of Basin Shares. In reviewing the trading volumes of the Basin Shares prior to the Announcement Date, as outlined below, the average trading volumes historically have been below 50,000 Basin Shares per day. Overall, in the 90 trading days preceding the Announcement Date, approximately 1.3 million Basin Shares traded, representing 4.8% of the Company’s issued and outstanding shares. The limited liquidity in the Basin Shares implies that the ability of large numbers of Basin Shareholders being able to convert their Basin Shares to cash is limited. Trading volumes did decline for Basin following the Announcement of the Arrangement.

Trading Volume		June 25, 2025
	Minimum	Average	Maximum	Total	%
10-Days Preceding	1,000	40,400	106,000	202,000	0.7%
30-Days Preceding	590	40,177	155,000	843,710	3.1%
90-Days Preceding	500	20,992	155,000	1,301,500	4.8%
180-Days Preceding	500	25,439	287,880	3,688,640	13.6%
Trading Volume		July 20, 2025
---	---	---	---	---	---
	Minimum	Average	Maximum	Total	%
10-Days Preceding	500	13,068	46,250	78,410	0.3%
30-Days Preceding	500	30,655	153,500	551,790	2.0%
90-Days Preceding	500	26,335	155,000	1,501,090	5.5%
180-Days Preceding	500	24,122	287,880	3,328,880	12.2%

Given the limited trading volumes, Evans & Evans also considered the VWAP of Basin. Over the 30 trading days preceding the date of the Opinion, the Company’s VWAP has been in the range of $0.12 to $0.13 per Basin Share, which is a similar range to the VWAP prior to the Announcement Date.

Volume Weighted Average Price as of		July 20, 2025
10-Day VWAP	$0.14	30-Day VWAP	$0.13
15-Day VWAP	$0.13	60-Day VWAP	$0.13
20-Day VWAP	$0.12	90-Day VWAP	$0.14
Volume Weighted Average Price as of		June 25, 2025
10-Day VWAP	$0.13	30-Day VWAP	$0.14
15-Day VWAP	$0.13	60-Day VWAP	$0.14
20-Day VWAP	$0.13	90-Day VWAP	$0.14

The Exchange Ratio implies a value per Basin Share, for the uranium assets, in the range of $0.11, which is slight discount to the trading price as of the date of the Opinion and the Announcement Date. However, the consideration does not reflect the SpinCo Shares that the Basin Shareholders will receive which is discussed in section 9.0 of the Opinion.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 25

C$	Basin Uranium	Nexus Uranium	Exchange Ratio	Implied Value Basin Uranium	Premium to VWAP
As at the Announcement Date	Corp.	Corp.		Corp.
10 - Day VWAP	$0.131	$0.0970	1.10	$0.107	-18.4%
20 - Day VWAP	$0.134	$0.0998	1.10	$0.110	-17.9%
30 - Day VWAP	$0.135	$0.1038	1.10	$0.114	-15.7%
C$	Basin Uranium	Nexus Uranium	Exchange Ratio	Implied Value Basin Uranium	Premium to VWAP
---	---	---	---	---	---
As at the Date of the Opinion	Corp.	Corp.		Corp.
10 - Day VWAP	$0.140	$0.0940	1.10	$0.103	-26.4%
20 - Day VWAP	$0.124	$0.0968	1.10	$0.106	-14.4%
30 - Day VWAP	$0.127	$0.0969	1.10	$0.106	-16.2%

8.03 Evans & Evans assessed the reasonableness of the equity value implied by the Arrangement to the value implied by the last round of financing secured by the Company. The last round of financing of the Company was completed in January of 2025, when the Company raised gross proceeds of approximately $700,000 at an implied equity value of $3.76 million. The market capitalization of the Company as at the date of the Opinion had decreased to approximately $3.57 million based on the 10-day VWAP. As at the Announcement Date, the market capitalization based on the 10-day VWAP was $3.83 million. The Exchange Ratio implies an undiluted equity value for Basin's uranium assets in the range of $2.9 million based on the 20-day VWAP of Nexus as of the date of the Opinion and approximately $3.0 million as of the Announcement Date. The Company's common shares were trading at approximately a 10% discount to the last round of financing as of the Announcement Date, whereas the Exchange Ratio implies a value which is an 18% discount to the last round of financing. However, as noted above, these values represent only the value attributable to the uranium assets being acquired by Nexus and not the gold assets being acquired by SpinCo.

8.04 Evans & Evans assessed the reasonableness of the Exchange Ratio by reviewing the premium seen in other uranium focused transactions. Evans & Evans reviewed eight transactions involving the sale of control for publicly listed metals and mining issuers with a focus on uranium in 2023, 2024 and the first quarter of 2025 and as can be seen from the following table, those transactions represented a discount of 16.6% to a premium of 140%.

	One Week Premium	One Month Premium
Minimum	6.9%	-16.6%
Average	47.1%	44.8%
Median	37.4%	40.3%
Maximum	140.0%	140.0%
First Quartile	18.4%	11.2%
Third Quartile	60.1%	70.1%

Evans & Evans also reviewed 79 transactions involving the sale of control for Exchange metals and mining issuers between April 1, 2022 and June 17, 2025 and found the discount implied by the Exchange Ratio for the Consideration Shares to be near the bottom

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 26

end of the range as outlined in the following table³⁵. Evans & Evans found 10 of the transactions identified occurred a discount to the 10-day VWAP, with such discounts ranging from 0.3% to 78%. However, such an analysis does not reflect the value to be received by the Basin Shareholders in the form of SpinCo Shares.

1 Day Premium 1 Week Premium 1 Month Premium
Average	39.9%	41.2%	40.9%
Median	29.7%	30.4%	31.4%
Minimum	-78.0%	-78.0%	-78.0%
Maximum	358.3%	349.0%	300.0%

Evans & Evans reviewed a subset of the above noted transactions where the enterprise value³⁶ (“EV”) was below $15 million. As can be seen from the table below, transactions involving smaller companies saw smaller premiums on average.

1 Day Premium		1 Week Premium	1 Month Premium
Average	33.0%	29.1%	25.5%
Median	28.5%	23.8%	18.8%
Minimum	-78.0%	-78.0%	-78.0%
Maximum	156.7%	140.0%	140.0%

8.05 Evans & Evans assessed the reasonableness of the $2.6³⁷ million enterprise value³⁸ (“EV”) implied by the Arrangement as of the Announcement Date to certain metrics involving the sale of uranium companies and uranium assets. Evans & Evans assessed the reasonableness of the Arrangement based on EV per hectare multiples implied by recent transactions involving uranium companies. Evans & Evans reviewed 32 transactions involving the sale of uranium properties in Canada and the US between May 2023 and April 2025 and 10 transactions were removed for lack of data or as outliers. For the remaining 22 transactions, the EV/ hectare multiple ranged from 43x to 11,555x with an average of 1,055x and a median of 409x. The multiple implied by the Arrangement for Basin is in the range of 220x to 237x, which is below the average and median. The EV per hectare is within the range of identified transactions, but at the lower end.

Evans & Evans also reviewed 14 global transactions involving the sale of control of uranium-focused exploration companies between October of 2023 and March of 2025. The authors of the Opinion, identified 10 transactions where reliable hectare data could be sourced and five of the transactions had reliable historical, NI 43-101 or JORC³⁹ compliant

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 27

resources. The EV / hectare multiples for uranium companies ranged from 11x to 25,403x, with an average EV / hectare multiple of 4,002x and a median EV / hectare multiple of 187x. The Agreement multiple for Basin is above the median of the identified transactions.

In assessing the reasonableness of the above, we considered the following:

there are a limited number of directly comparable companies, when one considers differentiating factors such as stage of exploration and number of properties;
no company / asset considered in the analysis is identical to the Company; and,
an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics the Company, the Agreement and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.

8.06 Evans & Evans also assessed the reasonableness of the $2.6 million EV implied for Basin as of the Announcement Date based on an EV per reserves and resources of certain identified guideline public companies (“GPCs”). As of the date of the Opinion, Basin had an NI 43-101 compliant MRE on the Chord Property. Given the limited number of GPCs of a similar size to Basin with NI 43-101 compliant MREs, Evans & Evans extended its analysis to include companies with historical resource estimates not in compliance with the current NI 43-101 standards. In calculating EV / pound (“lb”) of U3O8, Evans & Evans considered 100% of proven and probable reserves, 100% of measured and indicated resources, 50% of inferred resources and 50% of historical resources. Both inferred resources and historical resources were discounted to reflect the time and cost associated with upgrading such resources to a category with a higher level of certainty. Evans & Evans calculated the EV / lb of U3O8 for six companies as of the Announcement date and found the multiples ranged from 1.82x to 15.84x, with an average of 7.1x and a median of 6.6x. As at the Announcement Date, the EV / lb implied by the Arrangement was in the range of 1.83x to 1.98x, which is at the low end of the range of the identified GPCs. Evans & Evans also reviewed the EV / hectare for 15 GPCs and found the EV / hectare implied by the Arrangement of 220x to 237x to be above the median of 141x for the identified GPCs. In the opinion of Evans & Evans, the GPC data does support the Arrangement.

In assessing the reasonableness of the above, we considered the following:

there are a limited number of directly comparable public companies, when one considers differentiating factors such as stage of exploration and number of properties;
no company considered in the analysis is identical to Basin; and,

minerals Exploration Results, Mineral Resources and Ore Reserves according to the levels of confidence in geological knowledge and technical and economic considerations in Public Reports.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 28

an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics Basin, the Arrangement and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.

8.07 As noted in section 8.04 of this Opinion, Evans & Evans identified five transactions involving uranium companies where a reliable indicator of the EV / lb of U3O8 could be determined. For the five transactions, the EV / lb multiple ranged from 0.72x to 8.94x, with an average 2.89x and a median of 1.57x. The multiple implied by the Arrangement of 1.83x to 1.98x is above average and the median, which is supportive of the Arrangement.

9.0 Analysis of SpinCo

9.01 In assessing the fairness of the Arrangement, Evans & Evans also considered the SpinCo Shares being issued to the Basin Shareholders. As outlined in section 1.0 of this Opinion, SpinCo will have a portfolio of early stage gold exploration properties totaling 12,844 hectares (SpinCo’s share assuming all options fully exercised).

As outlined in section 8.02 of the Opinion, there is a gap between the 10, 20, 30 day VWAP of Basin as of the Announcement Date and the value implied by the Consideration Shares. The valuation gap is approximately $0.02 to $0.024 per Basin Share. Evans & Evans considered the potential value of SpinCo, prior to any financings, to see if the SpinCo Shares received by Basin Shareholders would bridge the gap. Given the SpinCo Exchange Ratio is approximately 0.11, the value per SpinCo Share would need to be in the range of $0.19 to $0.22 to bridge the gap or the value of SpinCo, prior to any financing, would need to be in the range of $1.0 million to $1.1 million.

Evans & Evans reviewed 25 transactions involving the sale of gold properties in Canada, the United States and Australia. Of the identified transactions, 17 properties had no historical, NI 43-101 or JORC resources. The implied transaction value per hectare of the 17 selected transactions ranged from $80 to $2,800, with an average of $830 and a median of $80.

A valuation of SpinCo in the range of $1.0 million to $1.1 million would imply an equity value per hectare for SpinCo in the range of $75 to $85, which is at the bottom end of the range of identified transactions. Accordingly, in the opinion of Evans & Evans it is reasonable to assume that the SpinCo Shares would have a value in excess of $0.02 per Share.

10.0 Analysis of Nexus Uranium Corp.

10.01 In assessing the fairness of the Arrangement, Evans & Evans considered the following analyses and factors, amongst others with respect to the Acquirer: (1) current trading price; (2) historical financings; (3) guideline company analysis; and (4) other considerations.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 29

10.02 Evans & Evans conducted a review of the trading price of the Acquirer’s shares on the Exchange. Evans & Evans reviewed the Acquirer’s trading prices for the 12 months preceding the date of the Opinion and the Announcement Date. Over the 90 trading days preceding the date of the Opinion, Nexus’ average closing price was in the range of $.09 to $0.23 per Nexus Share, as compared to $0.09 to $0.30 per Nexus Share as of the Announcement Date. While Evans & Evans reviewed data over a 180-day trading period, the analysis focused on the 30 to 90 days preceding the date of the Opinion. In the view of Evans & Evans, given changes in the market, a long-term view is not appropriate. The average closing price of the Nexus Shares on the Exchange appear to have settled in the range of $0.09 to $0.11 per Nexus Share.

Trading Price	June 25, 2025
	Minimum	Average	Maximum
10-Days Preceding	$0.09	$0.10	$0.11
30-Days Preceding	$0.09	$0.11	$0.13
90-Days Preceding	$0.09	$0.16	$0.30
180-Days Preceding	$0.09	$0.23	$0.36
Trading Price	July 20, 2025
---	---	---	---
	Minimum	Average	Maximum
10-Days Preceding	$0.09	$0.10	$0.10
30-Days Preceding	$0.09	$0.10	$0.11
90-Days Preceding	$0.09	$0.13	$0.23
180-Days Preceding	$0.09	$0.21	$0.36

In undertaking the share price analysis, the authors of the Opinion deemed it necessary to examine the trading history of the Acquirer to determine the liquidity of the Consideration Shares that will be provided to the Basin Shareholders.

In reviewing the trading volumes of the Nexus Shares at the date of the Opinion, it does appear that the Nexus Shares are more liquid than the Basin Shares. As can be seen from the table below, over the 90 trading days preceding the date of the Opinion, approximately 6.3 million Nexus Shares have traded, representing approximately 14.8% of the issued and outstanding shares. Average trading volumes declined between the Announcement Date and the date of the Opinion but still are well above the trading volumes seen by Basin.

Trading Volume	June 25, 2025
	Minimum	Average	Maximum	Total	%
10-Days Preceding	9,100	204,726	1,189,890	2,047,260	4.8%
30-Days Preceding	500	144,743	1,189,890	4,052,790	9.4%
90-Days Preceding	500	77,540	1,189,890	6,280,720	14.6%
180-Days Preceding	500	64,436	1,189,890	10,567,500	24.6%

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 30

Trading Volume	July 20, 2025
	Minimum	Average	Maximum	Total	%
10-Days Preceding	2,000	17,823	81,200	142,580	0.3%
30-Days Preceding	1,000	101,004	1,189,890	2,525,110	5.9%
90-Days Preceding	500	81,341	1,189,890	6,344,610	14.8%
180-Days Preceding	500	65,841	1,189,890	10,534,480	24.5%

Evans & Evans also calculated the VWAP of the Acquiror over the 30 days preceding the date of the Opinion and the Announcement Date. As can be seen from the tables below, the Nexus Shares appear to have stabilized at around $0.10 per Nexus Share.

Volume Weighted Average Price as of		June 25, 2025
10-Day VWAP	$0.10	30-Day VWAP	$0.10
15-Day VWAP	$0.10	60-Day VWAP	$0.11
20-Day VWAP	$0.10	90-Day VWAP	$0.13
Volume Weighted Average Price as of		July 20, 2025
---	---	---	---
10-Day VWAP	$0.09	30-Day VWAP	$0.10
15-Day VWAP	$0.09	60-Day VWAP	$0.11
20-Day VWAP	$0.10	90-Day VWAP	$0.12

10.03 Evans & Evans assessed the reasonableness of the Acquirer's current market capitalization to the value implied by the last round of financing secured by the Acquirer. The last round of financing of the Acquirer was completed in December of 2024, when the Acquirer raised gross proceeds of approximately $2.0 million through the issuance of FT Units priced at $0.30 FT Unit. Such a financing is not directly comparable as the Nexus Shares issued in the offering were flow-through shares which are generally issued at a premium to market price given the tax advantages they provide investors. The trading price of the Nexus Shares has declined materially since the December 2024 timeframe.

10.04 Evans & Evans assessed the value of the Acquirer based on an EV per hectare. As of the date of the Opinion,

8.06 Evans & Evans assessed the reasonableness of the implied $3.2 million to $3.5 million EV of Nexus as at the Announcement Date by comparing certain of the related valuation metrics for uranium GPCs. The identified guideline companies selected were considered reasonably comparable to Nexus. Evans & Evans calculated the EV to hectares of uranium companies with no NI 43-101 compliant mineral reserves or resources. Evans & Evans reviewed data for nine pre-MRE stage uranium companies whose shares trade on the TSX Venture Exchange and the Canadian Securities Exchange and found the EV /hectare ranged from 21x to 1,135x with an average of 337x and a median of 153x. As at the Announcement Date, Nexus was trading at an EV/hectare multiple of 67x to 73x for its uranium properties, suggesting there is potential for share appreciation.

In assessing the reasonableness of the above, we considered the following:

there are a limited number of directly comparable public companies, when one considers differentiating factors such as stage of exploration and number of properties;

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 31

no company considered in the analysis is identical to Nexus; and,
an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics Nexus, the Arrangement and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.

11.0 Fairness Conclusions

11.01 In considering fairness of the Arrangement, from a financial point of view, Evans & Evans considered the Agreement from the perspective of the Basin Shareholders as a group and did not consider the specific circumstances of any particular securityholder, including with regard to income tax considerations.

11.02 Based upon and subject to the foregoing and such other matters as we consider relevant, it is our opinion, as of the date hereof and the date of the Opinion, that the Arrangement and Exchange Ratio are fair, from a financial point of view, to the Basin Shareholders.

11.03 In arriving at the conclusion as to fairness, from a financial point of view, Evans & Evans did consider the following quantitative and qualitative issues which shareholders might consider when reviewing the Agreement. Evans & Evans has not attempted to quantify the qualitative issues.

a. As outlined in section 8.0 of the Opinion, the metrics implied by the Arrangement, while at the low end, are supported by a review of the trading multiples of peers and a review of recent mergers & acquisitions.

b. In the view of Evans & Evans, the value of the SpinCo Shares bridges the gap between the VWAP of Basin prior to the Announcement Date and the implied value of the Consideration Shares.

c. Synergies are expected to be created in terms of general and administrative cost savings which potentially increase the funds available for exploration.

d. The uranium market has been seeing consolidation as companies try to build bigger project portfolios to attract investment and acquisition opportunities. The Arrangement creates an entity with over 60,000 hectares of exploration and properties which could potentially improve access to financing and the attractiveness of Nexus as a takeover target.

e. The Basin Shareholders will hold approximately 41% of the common shares of Nexus post-Arrangement and 60% of SpinCo before the completion of any SpinCo financing, the lack of a premium is not unreasonable. The premium in a mergers & acquisition transaction reflects the premium the buyer is paying over the market price to reflect the purchase is securing “control” over 100% of the entity. As the Basin Shareholders are in a near “merger of equals” with respect to the Consideration Shares and have a control

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 32

position in SpinCo the lack of a premium is reasonable in the view of Evans & Evans. Further, as noted in the preceding sections, the consideration contemplated by the Exchange Ratio is supported by other fundamental analyses.

f. As outlined above, the Basin Shareholders may see increased liquidity given the combined shareholder bases and the higher trading volumes of Nexus.

g. Nexus will require funding in the short-term to undertake a meaningful 2026 exploration program.

h. The SpinCo Shares will not immediately be traded on any recognized stock exchange and as such there is a lack of liquidity in the short-term.

i. SpinCo will require financing in the short-term in order to fund its general & administrative expenses, maintain its existing properties in good standing and to advance its properties.

11.0 Qualifications & Certification

11.01 The Opinion preparation was carried out by Jennifer Lucas and thereafter reviewed by Michael Evans.

Mr. Michael A. Evans, MBA, CFA, CBV, ASA, Principal, founded Evans & Evans, Inc. in 1989. For over 35 years, he has been extensively involved in the financial services and management consulting fields in Vancouver, where he was a Vice-President of two firms, The Genesis Group (1986-1989) and Western Venture Development Corporation (1989-1990). Over this period, he has been involved in the preparation of several thousand technical and assessment reports, business plans, business valuations, and feasibility studies for submission to various Canadian stock exchanges and securities commissions as well as for private purposes.

Mr. Michael A. Evans holds: a Bachelor of Business Administration degree from Simon Fraser University, British Columbia (1981); a Master's degree in Business Administration from the University of Portland, Oregon (1983) where he graduated with honors; the professional designations of Chartered Financial Analyst (CFA), Chartered Business Valuator (CBV) and Accredited Senior Appraiser. Mr. Evans is a member of the CFA Institute, the Canadian Institute of Chartered Business Valuations (CICBV) and the American Society of Appraisers ("ASA").

Ms. Jennifer Lucas, MBA, CBV, ASA, Partner, joined Evans & Evans in 1997. Ms. Lucas possesses several years of relevant experience as an analyst in the public and private sector in British Columbia and Saskatchewan. Her background includes working for the Office of the Superintendent of Financial Institutions of British Columbia as a Financial Analyst. Ms. Lucas has also gained experience in the Personal Security and Telecommunications industries. Since joining Evans & Evans Ms. Lucas has been involved in writing and reviewing several valuation and due diligence reports for public and private transactions.

EVANS & EVANS, INC.

BASIN URANIUM CORP.
July 21, 2025
Page 33

Ms. Lucas holds: a Bachelor of Commerce degree from the University of Saskatchewan (1993), a Masters in Business Administration degree from the University of British Columbia (1995). Ms. Lucas holds the professional designations of Chartered Business Valuator and Accredited Senior Appraiser. She is a member of the CICBV and the ASA.

11.02 The analyses, opinions, calculations and conclusions were developed, and this Opinion has been prepared in accordance with the standards set forth by the CICBV.

11.03 The authors of the Opinion have no present or prospective interest in the Companies, or any entity that is the subject of this Opinion, and we have no personal interest with respect to the parties involved.

Yours very truly,

"Evans & Evans, Inc"

EVANS & EVANS, INC.

APPENDIX D – INFORMATION CONCERNING NEXUS

Unless the context otherwise requires, all references in this Appendix “D” to “Nexus” means “Nexus Uranium Corp.”, all references to “Nexus Shares” or “Common Shares” means common shares in the capital of Nexus, and all references to “Nexus Board” or “Board” means the board of directors of Nexus. Certain other terms used in this Appendix “D” that are not otherwise defined herein are defined under “Glossary of Terms” in the Circular to which this Appendix “D” is attached.

Any statement contained in the Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of the Circular, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Circular, except as so modified or superseded.

CORPORATE STRUCTURE

Name, address and incorporation

Nexus was incorporated as 66 Resources Corp. pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”) on May 31, 2017, and changed its name to Golden Independence Mining Corp. on September 1, 2020, and to Nexus Uranium Corp. on November 27, 2023.

Nexus is a reporting issuer in the provinces of British Columbia, Alberta, and Ontario. Nexus’ common shares are listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “NEXU” and on the OTCQB under the symbol “GIDMF”.

The head office of Nexus is located at #503, 905 West Pender St., Vancouver, British Columbia, V6C 1L6. Nexus’ registered and records office is located at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Intercorporate relationships

Nexus has the following subsidiaries:

Name of Subsidiary	Jurisdiction of Incorporation	Percentage of Voting Shares beneficially owned directly or indirectly by Nexus
1406126 BC Ltd.	British Columbia	100% directly
Golden Independence Nevada Corp.	Nevada	100% directly

D-2 -

The following organizational chart illustrates Nexus' subsidiaries:

Other than 1406126 BC Ltd. ("Nexus SubCo") and Golden Independence Nevada Corp. ("Golden Independence"), Nexus does not have any subsidiaries.

DESCRIPTION OF THE BUSINESS

General

The Company's principal business is the acquisition and exploration of mineral property assets. Nexus has an option to acquire up to a 75% interest in the Cree East property (the "Cree East Project") located in Athabasca Basin of Saskatchewan, Canada. The Company also owns a 49% interest in the Fraser Lake copper project (the "Fraser Lake Project"), which consists of three distinct claim groups totaling approximately 9,900 hectares, lying 40 to 55 kilometres northwest of Fraser Lake in British Columbia, proximal to the Quesnel Trough. Additionally, the Company owns: the Napoleon project (the "Napoleon Project") comprised of 1,280 hectares located in the Kamloops mining division in British Columbia; a portfolio of quartz mining claims covering approximately 8,000 hectares located in Yukon (the "Yukon Claims"); and a 40% interest in two mineral claims totalling approximately 724 hectares located in the Clinton Mining District of British Columbia (the "Stobart Project").

Nexus' objective is to explore and, if warranted, develop the Cree East Project, and advancing its precious metal portfolio. Nexus will continue to evaluate opportunities to acquire interests in additional exploration stage mineral properties. The Company intends to transfer the Napoleon Project and the Yukon Claims to Spinco (defined below), as part of the larger Arrangement transaction with Basin. See "The Plan of Arrangement – Asset Transfer".

The Plan of Arrangement

Pursuant to the Arrangement Agreement, Nexus will acquire all the issued and outstanding common shares of Basin under a statutory plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, Nexus will issue an aggregate of 30,000,000 Nexus Shares to Basin Shareholders. The exchange ratio per share (the "Exchange Ratio") will be calculated based on the 30,000,000 Nexus Shares issuable under the Arrangement divided by the number of Basin Shares issued and outstanding immediately prior to the effective time of the Arrangement.

Assuming the Arrangement completes, each Basin Shareholder that is not a Dissenting Shareholder will receive such number of Nexus Shares as is equal to the number of Basin Shares

D-2

D-3 -
that Basin Shareholder holds multiplied by the Exchange Ratio. Please see "The Arrangement" in the Circular.

Asset Transfer

Prior to the Arrangement, pursuant to the Arrangement Agreement, and a transfer agreement between Nexus and Spinco dated July 17, 2025, Nexus will transfer the Napoleon Project and the Yukon Claims to a Spinco, in exchange for 2,000,000 common shares of Spinco. If the Napolean Project and Yukon Claims are transferred to Spinco prior to completion of the Arrangement, then Spinco will hold the Napolean Project and Yukon Claims in trust for Nexus until the Arrangement completes. If the Arrangement does not complete, Spinco will return the Napolean Project and Yukon Claims to Nexus, and Nexus will return the 2,000,000 Spinco shares to Spinco.

History of Nexus

The recent developments of Nexus over the last two completed financial years are set out below.

Nexus was incorporated on May 31, 2017. As an early-stage mining company, Nexus has not generated revenue to date.

Mining Properties

Nexus' mining properties are described below:

Cree East Project, Saskatchewan

The Cree East Project is located on the eastern shore of Cree Lake in northern Saskatchewan, approximately 40 kilometres west-northwest of Cameco's Key Lake uranium mill and is comprised of 17 contiguous mineral claims covering an area of 57,752 hectares (223 square miles). The exploration target on the Cree East Project is a sandstone- or basement-hosted unconformity-type uranium deposit similar to the neighboring McArthur River (sandstone-hosted), Key Lake (sandstone-hosted), Millenium (basement-hosted) and Phoenix (sandstone-hosted).

The Cree East Project has seen extensive historical exploration dating back to the early 1970s, with over $20 million expended since 2006, which included multiple phases of geophysics (airborne VTEM, AMT, and ground IP-Resistivity and moving loop TDEM surveys) and 34,473 metres of drilling in 91 holes. Exploration to date has delineated multiple zones of uranium mineralization associated with graphitic conductors and large hydrothermal alteration halos. The uranium is found in basement and sandstone environments, at depths ranging from 100 metres to 450 metres below surface. Two high priority exploration targets have been identified, Zone A and Zone B, where uranium has been discovered above and below the unconformity, at approximately 400 metres depth (source: 16 October 2013 NI 43-101 Technical Report on the Cree East Project, Athabasca Basin, Saskatchewan, Canada prepared by Gary Yeo, PhD, P.Geo and Patty Ogilvie-Evans, BSc, P.Geo, published on SEDAR+ by CanAlaska Uranium Ltd.).

The Company entered into an option agreement with CanAlaska Uranium Ltd. ("CanAlaska") dated March 18, 2024 (the "Cree East Option Agreement") pursuant to which Nexus may acquire

D-3

D-4 -

up to a 75% interest in the Cree East Project through the following staged cash, share, and work commitments:

(a) To earn an initial 40% interest in the Cree East Project (the “40% Interest”), Nexus must:

(i) pay CanAlaska $750,000 in cash (which was paid as at March 31, 2025);

(ii) issue Nexus Shares equal in value to $3,000,000 (which were issued as at March 31, 2025); and

(iii) incur $5,500,000 in exploration expenditures within the first 18 months from the effective date of the Cree East Option Agreement.

(b) To earn an additional 20% interest in the Cree East Project (the “60% Interest”), Nexus must:

(i) pay CanAlaska $1,000,000 in cash, concurrent with exercise of the 40% Interest;

(ii) issue Nexus Shares equal in value to $3,000,000, concurrent with exercise of the 40% Interest; and

(iii) incur $6,500,000 in exploration expenditures within 24 months from exercise of the 40% Interest.

(i) pay CanAlaska $1,250,000 in cash, concurrent with the exercise of the 60% Interest;

(ii) issue Nexus Shares equal in value to $4,000,000, concurrent with the exercise of the 60% Interest; and

(iii) incur $7,000,000 in exploration expenditures within 24 months from exercise of the 60% Interest.

The Cree East Option Agreement further provides that, if Nexus exercises the 40% Interest option, then the parties will form a joint venture arrangement regarding the Cree East Project, with ownership interests to be adjusted pro-rata if Nexus completes the requirements to earn the 60% Interest or 75% Interest.

All Nexus Shares issuable under the Cree East Option Agreement are, or will be, subject to voluntary resale restrictions such that 25% of the shares are released 3, 6, 9, and 12 months after their date of issue.

In connection with the Cree East Option Agreement, Nexus issued 1,500,000 Common Shares to a third party as a finder’s fee. In aggregate, as of the date of this Circular, Nexus has issued 7,208,192 Common Shares to CanAlaska under the Cree East Option Agreement.

Please see “Mining Property – Cree East Project” for further details.

D-4

D-5 -

Fraser Lake Project, British Columbia

On March 30, 2022, the Company acquired the Fraser Lake Project by staking the land. The project consists of three distinct claim groups totaling approximately 9,900 hectares, lying 40 to 55 kilometres northwest of Fraser Lake, proximal to the Quesnel Trough.

The Fraser Lake Project is being explored for porphyry copper and molybdenum associated with a series of Endako plutons, intruding Cache Creek complex, carbonate, clastic and volcanic rocks. The Quest West regional lake sediment geochemistry identified areas of anomalous copper and/or molybdenum in the drainage systems from the low ridges hosting the plutons. A 2008 AeroTEM 3 airborne electromagnetic and magnetometer survey identified magnetic and/or electromagnetic anomalies up drainage from the anomalous geochemistry that make compelling exploration targets.

Nexus entered into a property option agreement dated March 16, 2023 for the Fraser Lake Project (the “Fraser Lake Option Agreement”) with Homeland Uranium Corp. (formerly, Valleyview Resources Ltd.), a publicly traded British Columbia company (“Homeland”). Pursuant to the terms of the Fraser Lake Option Agreement, Homeland has the right to acquire a 100% interest, subject to a 2% net smelter returns royalty, in the three claim blocks comprising the 9,900-hectare project, by making staged payments of 3,000,000 shares and exploration expenditures of $300,000.

Under the terms of the Fraser Lake Option Agreement, Homeland can earn an initial 51% interest in the Fraser Lake Project through issuing Nexus 1,000,000 common shares and incurring $100,000 in exploration expenditures within the first 12 months, and an additional 49% interest through issuing 2,000,000 shares and incurring $200,000 in exploration expenditures within 18 months of acquiring the initial 51% ownership. Nexus will retain a 2% net smelter returns royalty, of which 1% can be repurchased for $2,000,000 in cash. Following the acquisition of the initial 51%, if Homeland elects to not acquire the remaining 49% interest, both companies shall form a standard joint venture based on pro-rata ownership.

Homeland completed over $100,000 in exploration expenditures on the project by June 2023, and issued Nexus 1,000,000 common shares on September 8, 2023, earning a 51% interest of the Fraser Lake Project. Homeland began trading on the TSX Venture Exchange (“TSX-V”) on March 28, 2024.

No exploration was completed on the Fraser Lake Project during the quarter ending February 28, 2025. As of February 28, 2025, the Company has sold its 1,000,000 common shares of Homeland.

Napoleon Project, British Columbia

On March 24, 2023, Nexus completed the acquisition of all the issued and outstanding securities of 1406126 B.C. Ltd. (“Napolean”) pursuant to terms of an amalgamation agreement with 1396791 B.C. Ltd., and all of the outstanding common shares of the Napoleon were exchanged for approximately 7,000,000 Nexus Shares. Napoleon’s principal asset was a 100% interest in the Napoleon Project located in Kamloops, British Columbia, Canada.

D-5

D-6 -

The Napoleon Project comprises 1,280 hectares located in the Kamloops mining division approximately 35 kilometers northwest of the city of Kamloops, B.C. The property is wholly owned, with no underlying royalties.

The property has excellent infrastructure with road access by paved and well-maintained gravel roads, in addition to benefiting from a strong mining workforce with several active mines in the area, including New Gold’s New Afton mine.

The Napoleon Project is prospective for intrusion-related gold mineralization in addition to other related styles of mineralization such as large bulk tonnage gold-copper porphyry-style mineralization and paleoplacer style of mineralization. Exploration in the region dates to the 1970s and 1980s with the discovery of gold mineralization in several clusters of quartz vein float material over a diorite intrusion with grades varying from 3.4 to 547 g/t (grams per tonne) gold. The property adjoins the Bonaparte deposit, which has seen extensive historic exploration, including underground development, open-pit mining and a bulk sampling which yielded grades of 26.5 g/t gold from a 3,700-metric-tonne bulk sample.

Nexus has yet to verify the historical information and cautions that mineralization on the Bonaparte deposit is not necessarily indicative of similar mineralization on the Napoleon Project.

On April 13, 2023, the Company announced it has increased the Napoleon Project’s size by about 20% (to 1,280 hectares from an initial 996 hectares acquired from Napoleon) through direct staking based on prospective historical sampling results.

On July 13, 2023, Nexus announced the completion of a phase one exploration program at the Napoleon Project. A rock sampling and prospecting program was undertaken by Tripoint Geological Services. A total of 13 rock samples were collected and submitted to ALS Global for analysis. In the southern portion of the Napoleon Project, the prospecting program at Napoleon located similar intrusive to those hosting the Bonaparte deposit, along with vuggy quartz veins hosted in Nicola Group rocks in the north, which represents a second potential host of mineralization. In the southern portion of the claims closest to the Bonaparte mine, prevalent subcrop of quartz diorite occurs hosting up to 5% disseminated pyrite and pyrrhotite which appears genetically similar to that observed at the Bonaparte mine. Vuggy quartz veins hosted in Nicola Group rocks located in the northern portion of the claim block represents a second potential host of mineralization.

No exploration was conducted on the Napoleon Project during the quarter ending February 28, 2025.

Nexus will transfer the Napoleon Project to Spinco prior to the Arrangement. See “The Plan of Arrangement - Asset Transfer”.

Yukon Claims, Yukon

On April 25, 2023, the Company announced that it had acquired a portfolio of quartz mining claims located in eastern Yukon (the “Yukon Claims”) which were previously held by Bearing Lithium Corp. The Yukon Claims are comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt.

D-6

D-7 -

This belt of favourable stratigraphy, comprised of Upper Proterozoic to Lower Cambrian Hyland Group, is host to several high-grade, sediment-hosted orogenic gold vein occurrences.

The HY-Jay project is comprised of 198 claims covering an area of 10,156 acres located on the NW corner of Seabridge Gold's 3 Aces project and adjoins Stratabound Mineral's Golden Culvert project to the west. Prior exploration has outlined three areas of anomalous gold in rock and soil (the Zig Zag, East Ridge and West zones), all of which occur in a similar geologic setting to those reported at the adjoining 3 Aces project.

The VM project is comprised of 104 claims covering approximately 5,337 acres located 20 kilometres northwest of the HY-Jay project. The VBA project is comprised of 80 claims covering an area of 4,102 acres located 45 kilometres northwest of the HY-Jay project. Both the VM and VBA projects were originally staked to cover stream drainages highlighted by favorable geology and coincident arsenic and/or gold anomalies identified from regional geochemical surveying.

These claims were received for nil proceeds and the Company has not incurred any expenditures to date on these claims.

Prior to the Arrangement, Nexus will transfer these Yukon Claims to Spinco. See “The Plan of Arrangement - Asset Transfer”.

Stobart Project, British Columbia

On January 24, 2025, Nexus entered into a property option agreement with River Road Resources Ltd. (“River Road”), granting River Road the right to acquire up to a 100% interest in the Stobart Project, comprised of two mineral claims totalling approximately 724 hectares located in the Clinton Mining District of British Columbia.

To earn the initial 60% interest, River Road must pay $15,000, issue 800,000 common shares, and incur $100,000 in exploration expenditures within 12 months. To acquire the remaining 40%, River Road must issue an additional 1,500,000 shares and incur a further $200,000 in expenditures within 30 months. Upon the full acquisition, Nexus will retain a 2.0% net smelter returns royalty, with a 1.0% buyback right for $2,000,000.

As of the date of this Circular, River Road has earned the initial 60% interest by paying Nexus $15,000 in cash and issuing Nexus 800,000 common shares.

Financings and Issuances of Nexus’ Securities

On October 24, 2023, the Company issued 300,000 common shares at $0.36 per share to Basin, as part of its earn-in obligations under the Wray Mesa agreement. See “History of Nexus – Other Corporate Development”.

On March 18, 2024, the Company issued 2,091,269 Common Shares at $0.71 per share to CanAlaska pursuant to the Cree East Option Agreement. The Company also issued 1,500,000 Common Shares at $0.71 per share to certain finders as a finders’ fee for the Cree East Option Agreement.

D-7

D-8 -

On April 30, 2024, the Company completed a private placement of 2,400,000 units (each, a “Unit”) at a price of $0.50 per Unit for gross proceeds of $1,200,000. Each Unit consisted of one Common Share and one Common Share purchase warrant (the “April 2024 Warrants”). Each April 2024 Warrant is exercisable to acquire one additional Common Share until April 30, 2026, at an exercise price of $0.60. The Units (including the underlying Common Shares and April 2024 Warrants) were issued pursuant to the listed issuer financing exemption contained in Part 5A of National Instrument 45-106 Prospectus Exemptions. In connection with the private placement, the Company paid an aggregate of $61,600 and issued an aggregate of 130,200 finder’s warrants (“April 2024 Broker Warrants”) to certain finders. The April 2024 Broker Warrants have the same terms as the April 2024 Warrants. On October 18, 2024, the April 2024 Warrants were repriced from an exercise price of $0.60 to $0.36.

On June 25, 2024, the Company completed a non-brokered private placement of units pursuant to which the Company issued 2,887,114 flow-through units (the “June FT Unit”) at a price of $0.52 per June FT Unit for gross proceeds of approximately $1,500,000. Each June FT Unit consisted of one Common Share issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one Common Share purchase warrant, exercisable at $0.60 per share until June 25, 2026 (the “June 2024 Warrants”). In connection with the offering, the Company paid cash finders’ fees of $102,016 and issued 195,030 non-transferable finder’s warrants (“June 2024 Broker Warrants”). Each June 2024 Broker Warrant is exercisable at any time until June 25, 2026 to acquire one Common Share at an exercise price of $0.52.

On September 20, 2024, the Company issued 3,042,123 Common Shares to CanAlaska as partial consideration owed to CanAlaska under the Cree East Option Agreement.

On November 26, 2024, the Company issued 127,272 Common Shares at a deemed price of $0.275 per Common Share as payment of the first half of the advisory fee owed to Canaccord Genuity Corp. (“Canaccord”).

On December 11, 2024, the Company completed a non-brokered private placement of units pursuant to which an aggregate of 6,941,004 flow-through units (each, a “FT Unit”) were issued at price of $0.30 per FT Unit for gross proceeds of $2,082,301. Each FT Unit consisted of one Common Share issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one Common Share purchase warrant, each of which is exercisable to acquire one Common Share at an exercise price of $0.40 until June 11, 2026 (“December 2024 Warrants”). The Company paid an aggregate of $100,818 and issued an aggregate of 336,060 finder’s warrants (“December 2024 Broker Warrants”) to certain finders involved in the offering. The December 2024 Broker Warrants have the same terms as the December 2024 Warrants.

On February 3, 2025, the Company issued 115,942 Common Shares at a deemed price of $0.345 per Common Shares as payment for the balance advisory fee of $40,000 owed to Canaccord.

On March 13, 2025, the Company issued 2,074,800 common shares to CanAlaska pursuant to the terms of the Cree East Option Agreement.

D-8

D-9 -

Grants of Stock Options and RSUs

In October 2023, the Company granted Warren Robb 100,000 stock options (“Options”) and 25,000 restricted share units (“RSUs”) pursuant to Nexus’ omnibus equity incentive plan (the “Nexus Plan”) in connection with his appointment as Vice-President of Exploration and as a director. The Options have an exercise price of $0.38 per share and expire five years from the date of grant. 25,000 RSUs vested on October 30, 2024, and were exercised on November 14, 2024.

In February 2024, the Company granted a consultant 20,000 RSUs pursuant to the Nexus Plan. The RSUs vested immediately on the date of grant and entitled the recipient to receive one Common Share, a cash payment equivalent thereof, or any combination of cash and Common Shares at the sole discretion of the Company. The RSUs were exercised on October 31, 2024.

In May 2024, the Company granted an aggregate of 1,000,000 Options to directors, officers, and consultants. Each Option is exercisable to acquire one Common Share at an exercise price of $0.55 per share for five years and vest quarterly over 12 months.

In November 2024, the Company granted an aggregate of 1,350,000 Options to its directors, officers and consultants in accordance with the Nexus Plan. The Options are exercisable for one Common Share at an exercise price of $0.275 for a period of five years and vest quarterly over 12 months. Additionally, the Company granted Drew St. Laurent 150,000 Options in November 2024 in connection with his appointment as a director. The Options have an exercise price of $0.26 per share and expire five years from the date of grant.

Other Corporate Developments

On October 31, 2023, the Company appointed Warren Robb as VP of Exploration and as a director of the Company. R. Timothy Henneberry resigned as President and director of the Company.

On November 30, 2023, the Company changed its name from “Golden Independence Mining Corp.” to “Nexus Uranium Corp.” Its common shares began trading under the new name and its new symbol “NEXU” on November 30, 2023.

In February 2024, the Company acquired a significant historical data set covering the Wray Mesa uranium project in Utah, United States (the “Wray Mesa Project”). The database includes results from extensive historical exploration by Atlas Minerals in the 1970s and 1980s covering the Wray Mesa Project and surrounding area. The acquisition of the database was facilitated by the project optionor, Basin, with the acquisition and analysis costs counting toward the Company's exploration expenditure requirements under the option agreement for the project. During the fiscal year ended November 30, 2024, the Company decided not to continue with the option agreement dated October 16, 2023 between the Company and Basin, and recorded a write-off of exploration and evaluation assets of $182,273.

On March 18, 2024, the Company entered into the Cree East Option Agreement with CanAlaska pursuant to which Nexus has the right to acquire up to a 75% interest in the Cree East Project located in the Athabasca basin of Saskatchewan, Canada. Please see “Mining Properties – Cree East Property, Saskatchewan” and “Mining Property – Cree East Project” for further details regarding the Cree East Option Agreement and the Cree East Project.

D-9

D-10 -

In March 2024, the Company appointed Benjamin Asuncion as a consultant to aid in the Company’s business development efforts.

In November 2024, the Company engaged Canaccord as financial advisor. Under the terms of the engagement, Canaccord will assist and advise on strategic opportunities, in addition to supporting capital raising and building awareness for the Company. In consideration for services, Canaccord will be compensated $75,000 payable in Common Shares with half paid on signing of the engagement and the balance on successful consummation of a transaction. As at the date of this Circular, the Company has issued an aggregate of 243,214 Common Shares to Canaccord.

On December 2, 2024, the Company appointed Drew St. Laurent to the Nexus Board.

On January 24, 2025, the Company entered into a property option agreement (the “River Road Option Agreement”) with River Road. Pursuant to the terms of the River Road Option Agreement, Nexus has granted River Road an option (the “Stobart Option”) to earn up to a 100% interest in the Stobart Project. The Stobart Option may be exercised in two stages. To earn a 60% interest in the Stobart property, River Road must pay the Company $15,000, complete $100,000 in expenditures on the Stobart Project within 12 months of the date of the River Road Option Agreement and issue the Company 800,000 common shares. To earn the remaining 40% interest, River Road must issue the Company an additional 1,500,000 common shares and complete an additional $200,000 in expenditures on the Stobart Project within 30 months of the date of the River Road Option Agreement. In the event River Road acquires a 100% interest, the Company will be granted a 2% net smelter royalty, half of which may be repurchased by River Road for $2 million. As of May 7, 2025, River Road completed the 60% interest earn-in obligations and has acquired a 60% interest in the Stobart Project.

Changes Expected to Occur During the Current Financial Year

On June 25, 2025, Nexus entered into the Arrangement Agreement with Basin pursuant to which Nexus proposes to acquire all of the issued and outstanding shares of Basin. During the current financial year, Nexus expects to complete the Arrangement. Please see “The Arrangement” in the Circular for details regarding the Arrangement.

MINING PROPERTY

Cree East Project

Nexus’ Cree East Project located in Saskatchewan.

On March 18, 2024, the Company entered into the Cree East Option Agreement with CanAlaska pursuant to which Nexus has the right to acquire up to a 75% interest in the Cree East Project. Please see “Mining Properties – Cree East Property, Saskatchewan” for further details regarding the Cree East Option Agreement.

The Cree East project comprises 17 contiguous mineral claims covering an area of 57,752 hectares (223 square miles) of highly prospective terrain in the eastern Athabasca basin with extensive historical exploration.

D-10

D-11 -

Property Description and Location

The Cree East Project is located on the eastern shore of Cree Lake in Northern Saskatchewan, approximately 40 kilometres west-northwest of Cameco's Key Lake uranium mill, and comprises 17 contiguous mineral claims covering an area of 57,752 hectares (223 square miles) (see Figure 1). The exploration target on the project is a sandstone- or basement-hosted unconformity-type uranium deposit similar to the neighboring McArthur River (sandstone-hosted), Key Lake (sandstone-hosted), Millenium (basement-hosted) and Phoenix (sandstone-hosted).

D-11

D-12 -

Figure 1: Cree East Project Location

History

The Cree East Project has seen extensive historical exploration dating back to the early 1970s, with over $20-million expended since 2006, which included multiple phases of geophysics (airborne versatile time-domain electromagnetic, audio-frequency magnetotellurics, and ground induced polarization-resistivity and moving-loop TDEM surveys) in addition to 34,473 metres of drilling in 91 holes. Exploration to date has delineated multiple zones of uranium mineralization associated with graphitic conductors and large hydrothermal alteration halos. The uranium is found

D-13 -

in basement and sandstone environments, at depths ranging from 100 metres to 450 metres below surface. Two high-priority exploration targets have been identified, zone A and zone B, where uranium has been discovered above and below the unconformity, at approximately 400 metres depth.

Recent Progress on the Cree East Project

The Cree East Project received a three-year exploration permit from the Saskatchewan Ministry of Environment. The permit, including the Ministry of Environment Crown Land Work Authorization, was issued under CanAlaska Uranium Ltd. and is valid through July 31, 2027. The permit allows the Company to conduct mineral exploration activities including geophysics and drilling, in addition to the construction of camps to facilitate the various planned programs.

In April 2024, Condor Consulting Inc. (“Condor”) was engaged to provide a comprehensive review and reinterpretation of all previous geophysical studies. This review will aid the company in both designing a follow-up ground exploration and drill program to test the four defined priority target areas, as well as potentially identifying new targets due to the advancements of modern geophysical techniques compared with the historical studies (due to the deepening of the unconformity basement contact in deeper portions of the Athabasca basin within the project).

In summer of 2024, the Company commenced its summer geophysical program. The property-wide 1,746-line-kilometre airborne AFMAG (audio-frequency magnetics) electromagnetic (EM) survey would be used to assist the exploration team in creating a property-wide basement geological and structural map. The AFMAG EM system has been shown to penetrate up to 2,000 metres through cover material to identify conductive and resistive structures. The survey was used to delineate the location and trend of graphitic and/or hydrothermally altered zones which represent pathways for potential uranium mineralization, serving to both complement and enhance the prior exploration work. The results from the AFMAG EM survey were used to finalize the locations for the follow-on diamond drill program later in the year.

The Company completed its fieldwork program in July 2024, which included the relogging of drill core, which will be combined with the reinterpretation of prior airborne and ground geophysical surveys conducted by Condor.

Following on from a joint technical operating committee meeting between the Company and CanAlaska in December 2024, the objectives and target locations were finalized for its winter drill program. A number of targets were identified for the multiphase program, with the initial testing to focus on Area B followed by Areas A, D and I (see Figure 2).

D-13

D-14 -

Figure 2: Cree East Plan View Follow up drilling

2025 Winter Drill Program

In December 2024, Nexus launched an expanded winter drill program at the Cree East Project. The 2025 winter drill program was completed in April 2025. The drill program comprised a total of seven diamond drill holes totalling 3,339 metres of NQ sized coring (see Table 1 and Figure 3). The 2025 winter drill program was designed to expand on the previous drilling completed by CanAlaska and its Korean partners through to 2012, specifically focusing on Area B: to follow up on identified uranium enrichment and expand the understanding of structure (i.e. graphitic conductor and basement faulting), alteration, and potential mineralization controls. The drill program successfully delineated the conductor, a graphitic-pelitic unit with associated alteration and structure, over a 450-metre drill-defined northeast-southwest strike length and intersected uranium mineralization in hole CRE094.

A summary of the bedrock geology encountered is presented below. Please note that all reported depths are drillhole depths and the true widths are unknown.

D-15 -

Table 1: Cree East 2025 Winter Drilling Summary

Drill Hole	Easting	Northing	Elevation (m A.S.L.)	Azimuth (°)	Dip (°)	EOH (m)
CRE092	428820	6363229	517	323	-80	353
CRE093	428819	6363230	517	326	-80	581
CRE094	428680	6363088	520	299	-72	587
CRE095	428650	6363130	513	301	-76	556.8
CRE096	429330	6363477	493	333	-71.5	536
CRE097	428381	6363028	525	032	-78	161
CRE098	428379	6363031	525	023	-76.5	564
Notes: Easting and Northing coordinates are reported in UTM Zone 13N (NAD83 datum). EOH = end of hole. m A.S.L. = metres above sea level.

Figure 3: Cree East 2025 drilling Plan Map

CRE092 did not reach the unconformity but did intersect MFd, MFc, and MFb sandstone units. Moderate to strong bleaching was interested throughout all sandstone units, especially in the top two manitou falls formations. Core was commonly grey in colour and sooty pyrite was observed as fracture coatings and along bedding planes between 92.0 to 228.0 metres. Structures in the hole consist of common subvertical fractures oriented both NNE-SSW and E-W often lined with sooty pyrite and/or grey clay. A notable fracture zone exhibiting strong sooty pyrite and in-situ reduction of banded hematite was intersected from 181.0 to 191.2 metres.

-D-16-

Drillhole CRE093 intersected a broad sandstone fault zone from 370.0 - 393.0 metres, characterized by strong bleaching and grey reduced alteration which was followed by strongly bleached and silicified sandstone. In the basement of CRE093, two major fault zones associated with strong alteration were intersected. The first fault zone, from 469.8 to 475.4 metres is characterized by graphitic cohesive cataclastic faulting. The second fault zone, characterized by a wide interval of strongly silicified breccia from 548.5 to 574.0 metres overprints a strongly chloritized pelite with intermittent short intervals of preserved cataclastic fabric. Strong bleaching, chlorite, and clay alteration extend throughout the basement and are upgraded in intensity around the fault zones.

Drillhole CRE094 intersected a broad zone of reworked hematite, limonite, and strong bleaching in medial sandstone column associated with faulting from 353.0 to 389.0 metres. In the basement of CRE094, chloritized graphitic pelite was intersected from 485.0 to 526.0 metres. Within the graphitic pelite, several faulted intervals exhibit elevated radiometry with a peak of 300 CPS occurring in a chlorite/carbonate/pyrite cohesive breccia at 505.1 metres (see Table 2). Below the graphitic pelite, chloritized pelite continues with several carbonate/pyrite/chlorite breccias containing elevated radiometry up to 250 CPS and up to $25\%$ chalcopyrite.

Table 2: Selected Scintillometer Counts from CRE094

Hole (DDH)	From (m)	To (m)	Gamma Spike (CPS)
CRE094	491.7	491.8	100
CRE094	492.2	492.3	150
CRE094	504.9	505	150
CRE094	505.0	505.1	300
CRE094	527.4	527.5	180
CRE094	527.5	527.6	140
CRE094	527.6	527.7	150
CRE094	527.7	527.8	100
CRE094	527.9	528.0	250
CRE094	528.0	528.1	200
CRE094	539.1	539.2	200
CRE094	539.2	539.3	250
CRE094	578.5	578.6	100
CRE094	578.6	578.7	200
CRE094	578.7	578.8	150

Note reported depths are drill depths and the true widths are unknown

Drillhole CRE095 intersected a fault zone that straddles the unconformity. Within the sandstone, from 449.2 to the unconformity at 452.0 metres, the fault is a cohesive milled breccia consisting of large clasts of quartz and sandstone suspended within a chlorite matrix. The fault extends to 454.7 metres in the basement and consists of decimetre-scale intervals of friable cataclastic faulting with chlorite-rich matrix and clasts of chlorite-altered basement.

Drillhole CRE096 is interpreted to have overshot the conductive target and intersected footwall basement stratigraphy.

Drillhole CRE097 was abandoned due to technical issues prior to reaching the targeted depth

Drillhole CRE098 intersected a broad sandstone fault zone from 339.0 to the unconformity at 510.0 metres. The fault zone is characterized by broken, blocky, and faulted sandstone with reactivated clay gouge, chaotic breccias, rotated bedding, and localized intervals of desilicification and core loss. Throughout the fault zone, the sandstone is strongly bleached and silicified with increasing medium to dark grey sooty pyrite alteration increasing in concentration with proximity to the unconformity. The basement of CRE098 was characterized by a quartz breccia with clasts of quartz and clasts of fine grained hematized and chloritized metasediments.

Geochemical Assay Sampling

The Geochemical sampling conducted during the 2025 winter drill program returned elevated uranium values from hole CRE094 (see Table 3 and Figure 4), in addition elevated values of pathfinder elements were returned from holes CRE093,094,095 and 096 suggestive of board hydrothermal thermal alteration occurring both in the sandstone and the basement geology (see Table 3).

Highlights from CRE094:

$0.066\%$ $\mathrm{U}_3\mathrm{O}_8$ over $0.3\mathrm{m}$ from $578.50\mathrm{m}$
$0.052\%$ $\mathrm{U}{3}\mathrm{O}{8}$ over $0.3\mathrm{m}$ from $504.90\mathrm{m}$
$0.044\%$ $\mathrm{U}_3\mathrm{O}_8$ over $0.3\mathrm{m}$ from $539.10\mathrm{m}$
$0.041\%$ $\mathrm{U}_3\mathrm{O}_8$ over $0.5\mathrm{m}$ from $527.60\mathrm{m}$

The reported intervals are intercept lengths, the true widths are unknown

Table 3: Geochemical Results 2025 Winter drill program

Hole	From Tori	To Tori	Length Tori	Sample Size	U (ppm)	As (ppm)	Bi (ppm)	Co (ppm)	Co (ppm)	Bi (ppm)	V (ppm)	Zn (ppm)	Th (ppm)	U/Th	Th/U	Assay Th/U (%)
CRE093	434.00	438.70	4.70	Systematic	10.3	0.9	0.1	1.6	1.0	36.8	79.8	2.9	6.1	1.68	0.59	-
CRE093	438.70	451.00	12.30	Systematic	21.2	1.5	0.1	25.8	4.9	154.0	79.4	5.1	22.2	0.95	1.05	-
CRE093	451.00	460.00	9.00	Systematic	11.3	0.8	0.3	21.0	5.2	112.0	246.0	4.7	19.9	0.57	1.76	-
CRE093	474.70	475.00	0.30	Spot	14.1	105.0	3.6	160.0	6.7	262.0	624.0	3.6	18.8	0.75	1.33	-
CRE093	515.00	527.00	12.00	Systematic	10.5	12.1	0.5	12.6	186.0	95.6	164.0	3.4	20.6	0.51	1.96	-
CRE093	522.30	522.60	0.30	Spot	23.1	2.8	1.5	9.4	49.9	63.9	105.0	5.2	11.6	1.99	0.50	-
Unconformity intersected at 438.7 metres downhole in hole CRE093
CRE094	457.50	467.50	10.00	Systematic	13.4	6.2	93.2	31.5	75.4	125.0	95.8	25.4	18.7	0.72	1.40	-
CRE094	484.90	495.00	10.10	Systematic	43.7	141.0	26.7	196.0	103.0	400.0	331.0	76.0	17.9	2.44	0.41	-
CRE094	495.00	505.40	10.40	Systematic	182.0	375.0	115.0	376.0	57.3	438.0	298.0	149.0	29.3	6.21	0.16	-
CRE094	504.90	505.20	0.30	Spot	415.0	186.0	87.0	192.0	108.0	236.0	311.0	187.0	33.0	12.58	0.08	0.052
CRE094	515.50	526.00	10.50	Systematic	59.0	215.0	20.5	212.0	92.6	387.0	310.0	17.5	17.7	3.33	0.30	-
CRE094	526.00	540.20	14.20	Systematic	83.4	340.0	22.5	210.0	180.0	388.0	161.0	175.0	26.4	3.16	0.32	-
CRE094	527.60	528.10	0.50	Spot	355.0	642.0	74.3	486.0	45.8	668.0	398.0	205.0	29.2	12.16	0.08	0.044
CRE094	528.10	528.40	0.30	Spot	52.7	952.0	67.5	819.0	56.2	820.0	292.0	161.0	20.4	2.58	0.39	0.008
CRE094	534.65	534.90	0.25	Spot	15.1	100.0	4.8	235.0	12,100.0	148.0	92.5	306.0	5.6	2.69	0.37	0.002
CRE094	539.10	539.40	0.30	Spot	398.0	65.8	3.5	76.7	90.5	253.0	187.0	722.0	18.0	22.11	0.05	0.041
CRE094	539.75	540.00	0.25	Spot	40.9	171.0	10.5	269.0	152.0	367.0	132.0	354.0	9.1	4.48	0.22	0.004
CRE094	540.20	555.80	15.60	Systematic	22.2	202.0	6.0	119.0	23.6	282.0	133.0	20.3	21.4	1.04	0.96	-
CRE094	555.80	571.40	15.60	Systematic	26.7	192.0	7.5	91.2	34.2	474.0	174.0	7.0	25.2	1.06	0.94	-
CRE094	571.40	587.00	15.60	Systematic	11.3	250.0	10.8	41.8	700.0	609.0	146.0	2.3	12.1	0.93	1.07	-
CRE094	578.50	578.80	0.30	Spot	544.0	1,140.0	40.2	110.0	7,540.0	1,470.0	251.0	11.6	13.4	40.60	0.02	0.066
Unconformity intersected at 451.9 metres downhole in hole CRE094
CRE095	528.00	541.00	13.00	Systematic	19.5	1.9	0.2	4.6	11.7	60.0	75.0	1.2	14.5	1.34	0.74	-
CRE095	541.00	554.00	13.00	Systematic	23.8	3.1	0.4	14.0	169.0	36.1	48.3	1.7	10.0	2.38	0.42	-
Unconformity intersected at 419.4 metres downhole in hole CRE096

All reported depths are drillhole depths and are not true widths Elements reported (ppm) derived from mass spectrometer total digestion analysis of the sample, except for As (partial digestion)

D-18 -

The reported lengths are intercept lengths, true widths are unknown

Figure 4: CRE094 &CRE095 Cross section

In addition to uranium mineralization, the drill program returned elevated concentrations of several other metals, including copper (Cu), lead (Pb), zinc (Zn), nickel (Ni), molybdenum (Mo), cobalt (Co), thorium (Th), and vanadium (V). These elements were spatially associated with the uranium-enriched intervals and are considered significant from a geochemical and exploration standpoint (see Table 3).

Elevated levels of these metals—often referred to as pathfinder elements—are commonly associated with the hydrothermal systems that control uranium deposition in the Athabasca Basin. Their co-occurrence with uranium, particularly within structurally complex and altered zones, is a strong indicator of a fertile mineralizing system. For example:

Nickel and cobalt are typically found in reductive, graphitic basement rocks where uranium often precipitates.

D-19 -
Copper and lead may reflect the presence of sulphide-rich hydrothermal fluids capable of transporting uranium.
Thorium and vanadium are frequently associated with alteration halos peripheral to uranium mineralization.
Molybdenum is sensitive to changes in redox conditions, its presence can be indicative of conditions under which uranium mineralization is formed

The presence and distribution of these pathfinder elements strengthen the geological model and provide valuable vectoring tools for identifying and targeting potential zones of higher-grade uranium in future exploration campaigns.

Drill core sampling for the 2025 winter program followed CanAlaska’s established protocol, which classifies samples as either systematic or spot based on geological context and analytical needs. Systematic samples are composite in nature and are used to characterize broader geological intervals. These consist of 1–2 cm disks of whole core collected at the start of each row of core in the core box over 9 to 20 metre intervals. The collected core fragments are composited into a single sample for pathfinder element analysis. Spot samples are targeted and collected from discrete geological features requiring higher-resolution geochemical analysis. These comprise 0.25–0.5 metre continuous half-core splits taken from mineralized intervals or zones of interest.

All core samples were securely transported to the Saskatchewan Research Council (SRC) Geoanalytical Laboratories in Saskatoon for preparation and analysis. Elevated uranium values were returned from CRE094:

The SRC, an ISO/IEC 17025/2005 and Standards Council of Canada accredited facility, conducted multi-element geochemical analysis using:

ICP-MS and ICP-OES (total digestion: HF:HNO₃:HClO₄; partial digestion: HNO₃:HCl);
Boron by fusion; and
U₃O₈ wt% by ICP-OES using higher-grade reference standards.

Sample intervals were selected based on geological logging, scintillometer (CT007-M) readings, and downhole probe results. One half of each split spot sample was retained for reference, with the other sent for analysis. Quality control measures included routine insertion of blanks, standards, and duplicates both by field crews and SRC, in line with best practices for QA/QC. All assay data are subject to independent verification by qualified persons prior to disclosure.

The 2025 winter drill program on the Cree East intersected anomalous uranium mineralization in basement, rocks in drill hole CRE094 this was associated with chlorite and carbonate-rich cohesive breccia structures both within and footwall to the graphitic pelite. Several copper-rich sulphide veins have been identified footwall to the graphitic rocks in CRE095.

Additionally, the presence of the elevated uranium in the sandstone, the elevated pathfinder element and boron values in the sandstone suggest there appears to be a significant hydrothermal fluid system near the southwest extend of the graphitic conductor, potentially related to the northwest trending lineament that offsets Area B from Area A. Further, the copper-rich veining

D-19

D-20 -

and elevated pathfinders in the sandstone suggest that the graphitic conductor appears to be metal-rich which is a characteristic of uranium fertile trends elsewhere in the basin.

DIVIDENDS OR DISTRIBUTIONS

Nexus has not declared or paid any dividends on the Nexus Shares since incorporation. Any decision to pay dividends on the Nexus Shares will be made by the Nexus Board on the basis of Nexus’ earnings, financial requirements and other conditions existing at such future time.

Nexus currently intends to retain its future earnings, if any, to finance further business expansion. As a result, the return on an investment on the Nexus Shares will depend on any future appreciation in value of the Nexus Shares. There can be no assurance that the Nexus Shares will appreciate or even maintain the price at which shareholders purchased their Nexus Shares.

FINANCIAL STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS

The following financial statements (the “Nexus Financial Statements”) and associated management’s discussion and analysis (“MD&A”) of Nexus are available on SEDAR+ under the profile of Nexus at www.sedarplus.ca and are included in this Circular as Appendices “I” and “J”.

the unaudited, interim consolidated financial statements of Nexus for the six-month period ended May 31, 2025, including the notes thereto;
the MD&A of Nexus for the six months ended May 31, 2025;
the annual, audited, consolidated financial statements of Nexus for the years ended November 30, 2024 and 2023, including the notes thereto and auditor’s report thereon; and
the MD&A of Nexus for the year ended November 30, 2024.

Selected Financial Information of Nexus

The following selected financial information has been derived from and is qualified in its entirety by the audited financial statements of Nexus for the year ended November 30, 2024 and the interim financial statements of Nexus for the six month period ended May 31, 2025 and should be read in conjunction with such financial statements and related MD&A.

| | Six Month Period Ended May 31, 2025
(unaudited) ($) | Year Ended November 30, 2024
(audited) ($) |
| --- | --- | --- |
| Cash | 1,002,036 | 2,693,928 |
| Total assets | 12,886,691 | 10,861,996 |
| Total liabilities | 40,223 | 94,407 |
| Shareholders’ equity | 12,886,691 | 10,767,589 |

Management’s Discussion and Analysis

The MD&A for the year ended November 30, 2024 and for the six months ended May 31, 2025 should be read in conjunction with the financial statements and the accompanying notes thereto.

D-20

D-21 -

Certain information contained in the MD&A constitutes forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

Disclosure of Outstanding Security Data

Common Shares

Nexus’ authorized capital consists of an unlimited number of common shares without par value. 42,963,902 Nexus Shares are issued and outstanding as at the date of this Circular.

Warrants

As at the date of this Circular, Nexus has 12,889,408 warrants issued and outstanding. See “Description of the Business - Financings and Issuances of Nexus’ Securities” in this Appendix “D” for details respecting the April 2024 Warrants, the April 2024 Broker Warrants, the June 2024 Warrants, the June 2024 Broker Warrants, the December 2024 Warrants and the December 2024 Broker Warrants previously issued by Nexus.

Options

As at the date of this Circular, Nexus has 3,275,666 Options issued and outstanding. See “Description of the Business - Grants of Stock Options and RSUs” in this Appendix “D” for details respecting the Options granted by Nexus.

Other Security Compensation Securities

As at the date of this Circular, Nexus has no RSUs or other convertible securities outstanding.

Negative Operating Cash Flow

Nexus has historically generated negative cash flows and there is no assurance that Nexus will not experience negative cash flow from operations in the future. For the six months period ended May 31, 2025, Nexus sustained net losses from operations and had negative cash flow from operating activities of $(885,841). Nexus anticipates it will continue to have negative cash flow from operating activities in future periods until such time as the Cree East Project, or other future interests generate revenues. All funds available to Nexus will be used to fund future and anticipated negative cash flow from its operating activities.

DESCRIPTION OF SHARE CAPITAL

Share Capital

Nexus’ authorized capital consists of an unlimited number of Common Shares.

D-21

D-22 -

All of the Common Shares of the Company rank equally as to voting rights, participation in a distribution of the assets of the Company on the liquidation, dissolution or winding-up of the Company, and the entitlement to dividends. The holders of the Common Shares are entitled to receive notice of all meetings of shareholders and to attend and vote such shares at the meetings. Each Common Share carries with it the right to one vote. The Common Shares do not have preemptive rights, are not subject to redemption, have no sinking or purchase fund provisions, have no provisions restricting the issuance of additional securities or any other material restrictions, nor a requirement to contribute additional capital.

As at the date hereof, there are 42,963,902 fully paid and non-assessable Nexus Shares issued and outstanding, 3,275,666 Nexus Shares reserved for issuance pursuant to Options issued under the Nexus Plan, and 12,889,408 Nexus Shares reserved for issuance pursuant to outstanding share purchase warrants.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of Nexus as May 31, 2025, being Nexus' most recent interim period:

Designation	As at May 31, 2025
Common Shares	42,963,902
Stock Options	3,275,667
Warrants	12,889,408
RSUs	Nil

There have been no material changes to Nexus' capital structure since May 31, 2025.

PRIOR SALES

The following table summarizes the issuances of Common Shares or securities convertible into Common Shares in the 12-month period prior to the date of this Circular.

Date of Issuance	Number and Type of Securities	Issue Price per Security ($)	Aggregate Funds Received ($)
September 20, 2024	3,042,123 Common Shares(1)	$0.329	N/A
October 31, 2024	20,000 Common Shares(2)	$0.28	N/A
November 12, 2024	1,450,000 Options(3)	N/A	N/A
November 12, 2024	300,000 RSUs	N/A	N/A
November 28, 2024	150,000 Options(4)	N/A	N/A
November 14, 2024	25,000 Common Shares(2)	$0.28	N/A
November 26, 2024	127,272 Common Shares(5)	$0.275	N/A
December 11, 2024	6,941,004 Common Shares(6)	$0.30	$2,082,301
December 11, 2024	6,941,004 December 2024 Warrants(6)	N/A	N/A
December 11, 2024	336,060 December 2024 Broker Warrants(7)	N/A	N/A
February 3, 2025	115,942 Common Shares(8)	$0.345	N/A
March 13, 2025	2,074,800 Common Shares(9)	$0.240987105	N/A

Notes:
(1) The Company issued 3,042,123 Common Shares to CanAlaska as partial consideration owed to CanAlaska under the Cree East Option Agreement.

D-23 -

(2) The Common Shares were issued upon exercise of RSUs.
(3) The Options are exercisable for one Common Share at an exercise price of $0.275 for a period of five years and vest quarterly over 12 months.
(4) The Options have an exercise price of $0.26 per share and expire five years from the date of grant.
(5) On November 26, 2024, the Company issued 127,272 Common Shares at a deemed price of $0.275 per Common Share as payment of the first half of the advisory fee owed to Canaccord.
(6) On December 11, 2024, the Company completed a non-brokered private placement of units pursuant to which an aggregate of 6,941,004 FT Units were issued. Each FT Unit consisted of one Common Share issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one December 2024 Warrants, each of which is exercisable to acquire one Common Share at an exercise price of $0.40 until June 11, 2026.
(7) The Company issued an aggregate of 336,060 December 2024 Broker Warrants which have the same terms as the December 2024 Warrants.
(8) The Company issued 115,942 Common Shares as payment for the balance advisory fee of $40,000 owed to Canaccord.
(9) The Company issued 2,074,800 Common Shares to CanAlaska pursuant to the terms of the Cree East Option Agreement.

PRICE RANGE AND VOLUME OF TRADING OF NEXUS SHARES

The outstanding Nexus Shares are traded on the CSE under the symbol "NEXU". The following table sets forth the price range and trading volume of the Nexus Shares as reported by the CSE for the periods indicated.

	High ($)	Low ($)	Volume
July 2024	0.475	0.35	214,169
August 2024	0.40	0.225	285,734
September 2024	0.37	0.30	134,024
October 2024	0.36	0.25	287,732
November 2024	0.29	0.25	563,352
December 2024	0.36	0.25	2,349,977
January 2025	0.36	0.29	965,268
February 2025	0.33	0.23	231,352
March 2025	0.30	0.175	573,568
April 2025	0.20	0.125	1,109,951
May 2025	0.14	0.11	1,204,749
June 2025	0.12	0.085	3,410,794
July 2025	0.10	0.85	824,572

The outstanding Nexus Shares are also traded on the OTCQB under the symbol "GIDMF". The following table sets forth the price range and trading volume of the Nexus Shares as reported by the OTC for the periods indicated.

	High (US$)	Low (US$)	Volume
July 2024	0.4144	0.2125	109,354
August 2024	0.3395	0.1632	123,918
September 2024	0.2813	0.1691	67,263
October 2024	0.2734	0.2652	60,374
November 2024	0.24	0.16	100,534
December 2024	0.2626	0.17	118,535
January 2025	0.2737	0.1955	83,801
February 2025	0.2356	0.1543	122,289
March 2025	0.20	0.0989	94,557
April 2025	0.1387	0.0863	64,414
May 2025	0.1169	0.0678	27,767
June 2025	0.105	0.0652	288,524

D-24 -

July 2025

0.11

0.0.04995

92,026

OPTIONS TO PURCHASE SECURITIES

The Company has the Nexus Plan in place, being an omnibus equity incentive plan approved by the shareholders of the Company on May 1, 2023. In accordance with the policies of the CSE, a listed issuer with a rolling plan must obtain shareholders approval within three years after institution and within every three years thereafter. Accordingly, the Nexus Plan is to be re-approved by the Shareholders no later than May 1, 2026. A copy of the Nexus Plan may be obtained by contacting the Company at the address on the cover of this Appendix “D” or under the Company's profile on SEDAR at www.sedarplus.ca.

The Nexus Plan is a “rolling up to 10%” plan, under which the maximum number of Common Shares reserved for issue thereunder will be determined from time to time by the directors, provided that (i) the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to awards granted under the Nexus Plan shall not exceed 10% of the number of Common Shares then outstanding, less the number of reserved for issuance pursuant to any other security compensation arrangement of the Company.

The purpose of the Nexus Plan is to advance the interests of the Company through the motivation, attraction and retention of key employees, consultants and directors of the Company and designated affiliates of the Company and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Common Shares by key employees, consultants and directors of the Company and the designated affiliates of the Company through the granting of non-transferable awards to eligible participants under the Nexus Plan. The Nexus directors may delegate the administration of the Nexus Plan to a committee of the directors of the Company authorized to carry out such administration and, failing a committee being so designated, the Nexus Plan is to be administered by the directors of the Company.

Subject to the provisions of the Nexus Plan, the directors have the authority to select those persons to whom awards will be granted. Eligible participants under the Nexus Plan include the directors, officers and employees (including both full-time and part-time employees) of the Company or of any designated affiliate of the Company and any person or corporation engaged to provide ongoing management, advisory or consulting services for the Company or a designated affiliate of the Company or any employee of such person or corporation.

The following is a description of the key terms of the Nexus Plan, which is qualified in its entirety by the full text of the Nexus Plan.

Option Awards

Nature of Options

An Option is an option granted by the Company to a participant entitling such participant to acquire a designated number of Common Shares from treasury at the exercise price. The Company is obligated to issue and deliver the designated number of Common Shares on the exercise of an Option and shall have no independent discretion to settle an Option in cash or other property other than Common Shares issued from treasury.

D-24

D-25 -

Exercise Price of Options

The exercise price of any Option may not be less than the greater of (a) the closing price of the Common Shares on the principal stock exchange on which the Common Shares are listed on the last trading day immediately preceding the date of grant of the Option; and (b) the closing price of the Common Shares on the principal stock exchange on which the Common Shares on the day of grant. If the Common Shares are not then listed on any stock exchange, the exercise price may not be less than the fair market value of the Common Shares as may be determined by the directors of the Company on the day immediately preceding the day of the grant of such Option.

Expiry Date of Options

Each Option, unless sooner terminated pursuant to the provisions of the Nexus Plan, will expire on a date to be determined by the directors at the time the Option is granted, subject to amendment by an employment contract, which date cannot be later than ten (10) years after the date the Option is granted. However, if the expiry date falls within a "blackout period" or within ten (10) business days after the expiry of a "blackout period", then the expiry date of the Option will be the date which is ten (10) business days after the expiry of the blackout period.

Vesting and Exercise of Options

Except as otherwise provided in the Nexus Plan or in any employment contract, each Option may be exercised during the term of the Option only in accordance with the vesting schedule, if any, determined by the directors at the time of the grant of the Option, which vesting schedule may include performance vesting or acceleration of vesting in certain circumstances and which may be amended or changed by the directors from time to time with respect to a particular Option, subject to applicable regulatory requirements. If the directors do not determine a vesting schedule at the time of the grant of any particular Option, such Option will be exercisable in whole at any time, or in part from time to time, during the term of the Option.

Effect of Termination

No Option granted under the Nexus Plan may be exercised unless the optionee at the time of exercise thereof is:

(a) in the case of an eligible employee, an officer of the Company or a designated affiliate of the Company or in the employment of the Company or a designated affiliate of the Company and has been continuously an officer or so employed since the date of the grant of such Option;

(b) in the case of an eligible director who is not also an eligible employee, a director of the Company or a designated affiliate of the Company and has been such a director continuously since the date of the grant of such Option; and

(c) in the case of any other eligible participant, engaged, directly or indirectly, in providing ongoing management, advisory, consulting, technical or other services for the Company or a designated affiliate of the Company and has been so engaged since the date of the grant of such Option;

D-25

D-26 -

provided, however, that if a participant: (i) ceases to be a director of the Company and of the designated affiliates of the Company (and is not or does not continue to be an employee thereof) for any reason (other than death); or (ii) ceases to be employed by, or provide services to, the Company or the designated affiliates of the Company (and is not or does not continue to be a director or officer thereof), or any corporation engaged to provide services to the Company or the designated affiliates of the Company, for any reason (other than death) or receives notice from the Company or any designated affiliate of the Company of the termination of his or her employment contract, except as otherwise provided in any employment contract or as determined by the board of directors, such participant will have ninety (90) days from the date of such termination to exercise his or her Options to the extent that such participant was entitled to exercise such Options at the date of such termination.

RSU Awards

Nature of an RSU

An RSU is an award that is a bonus for services rendered in the year of grant, that, upon settlement, entitles the recipient participant to receive a cash payment equal to the closing price of the Common Shares on the CSE on the last trading date prior to the applicable vesting date or, at the sole discretion of the directors, a Common Share, and subject to such restrictions and conditions on vesting as the directors may determine at the time of grant, unless such RSU expires prior to being settled.

Vesting

The directors shall have sole discretion to determine if any vesting conditions with respect to an RSU, including any performance criteria or other vesting conditions contained in the applicable restricted share unit agreement, have been met or waive the vesting conditions applicable to RSUs (or deem them to be satisfied), and shall communicate to a participant, as soon as reasonably practicable, the date on which all such applicable vesting conditions in respect of a grant of RSUs have been satisfied and the RSUs have vested.

Settlement

Subject to the vesting and other conditions and provisions in the Nexus Plan and in the applicable restricted share unit agreement, each RSU awarded to a participant shall entitle the participant to receive, on settlement, a cash payment equal to the closing price of the Common Shares on the CSE on the last trading date prior to the vesting date, or, at the discretion of the directors, one Common Share or any combination of cash and Common Shares as the directors in their sole discretion may determine, in each case less any applicable withholding taxes. The Company (or the applicable designated affiliate) may, in its sole discretion, elect to settle all or any portion of the cash payment obligation by the delivery of Common Shares issued from treasury or acquired by a designated broker in the open market on behalf of the participant. Subject to the terms and conditions in the Nexus Plan, vested RSUs shall be redeemed by the Company (or the designated affiliate) as described above on the 15th day following the vesting date. Notwithstanding any other provisions in the Nexus Plan, no payment, whether in cash or in Common Shares, shall be made

D-26

D-27 -

in respect of the settlement of any RSUs later than December 15th of the third calendar year following the end of the calendar year in respect of which such RSU is granted.

Dividend Equivalents

Dividend equivalents may, as determined by the directors in their sole discretion, be awarded as a bonus for services rendered in the year in respect of unvested RSUs in a participant's account on the same basis as cash dividends declared and paid on Common Shares as if the participant was a holder of record of Common Shares on the relevant record date. In the event that the participant's applicable RSUs do not vest, all dividend equivalents, if any, associated with such RSUs will be forfeited by the participant.

Effect of Death

If a participant dies, any unvested RSUs in the participant's account as at the date of such death shall become immediately forfeited and cancelled. For greater certainty, where a participant's employment or service relationship with the Company or a designated affiliate is terminated as a result of death following the satisfaction of all vesting conditions in respect of particular RSUs but before receipt of the corresponding distribution or payment in respect of such RSUs, the participant shall remain entitled to such distribution or payment. Notwithstanding the foregoing, if the directors, in their sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested RSUs, the date of such action is the applicable vesting date.

Effect of Termination

If a participant: (i) ceases to be a director of the Company or of a designated affiliate, as the case may be (and is not or does not continue to be an employee thereof), for any reason (other than death); or (ii) ceases to be employed by, or provide services to, the Company or the designated affiliates (and is not or does not continue to be a director or officer thereof), or any corporation engaged to provide services to the Company or the designated affiliates, for any reason (other than death) or shall receive notice from the Company or the designated affiliates of the termination of their employment contract; the participant's participation in the Nexus Plan will be terminated immediately, all RSUs credited to such participant's account that have not vested will be forfeited and cancelled, and the participant's rights that relate to such participant's unvested RSUs shall be forfeited and cancelled on the termination date. Notwithstanding the foregoing, if the directors, in their sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested RSUs, the date of such action is the applicable vesting date.

Consolidation, Merger, etc.

If there is a consolidation, merger or statutory amalgamation or arrangement of the Company with or into another corporation, a separation of the business of the Company into two (2) or more entities or a sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to another entity, upon the exercise or settlement, if applicable, of an award under the Nexus Plan the holder thereof is entitled to receive the securities, property or cash which the holder would have received upon such

D-27

D-28 -

consolidation, merger, amalgamation, arrangement, separation or transfer if the holder had been a holder of Common Shares immediately prior to the effective time of such event, unless the directors otherwise determine appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the participant in respect of such award in connection with such event.

Securities Exchange Take-Over Bid

If a take-over bid (within the meaning of the Securities Act (British Columbia)) is made as a result of which all of the outstanding Common Shares are acquired by the offeror through compulsory acquisition provisions of the incorporating statute of the Company or otherwise, and where consideration is paid in whole or in part in equity securities of the offeror, the directors may send notice to all participants requiring them to surrender their awards within ten (10) days of the mailing of such notice, and the optionees shall be deemed to have surrendered such awards on the tenth (10th) day after the mailing of such notice without further formality, provided that, among other things, the directors deliver with such notice an irrevocable and unconditional offer by the offeror to grant replacement options to the participants on the equity securities offered as consideration.

Acceleration on Take-Over Bid, Consolidation or Merger

In the event that: (a) the Company seeks or intends to seek approval from the shareholders of the Company for a transaction which, if completed, would constitute an Acceleration Event (as hereinafter defined); or (b) a person makes a bona fide offer or proposal to the Company or the shareholders of the Company which, if accepted or completed, would constitute an Acceleration Event, then the Company is required to send notice to all optionees of such transaction, offer or proposal as soon as practicable. Provided that the directors have determined that no adjustment will be made under the provisions of the Nexus Plan described above under the heading "Consolidation, Merger, etc.", (i) the directors may by resolution, and notwithstanding any vesting schedule applicable to any Option, subject to any required approval of the CSE, permit all Options outstanding which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Option), so that the optionee may participate in such transaction, offer or proposal, and (ii) the directors may accelerate the expiry date of such Options and the time for the fulfillment of any conditions or restrictions on such exercise. An "Acceleration Event" means an acquisition by any offeror of beneficial ownership of more than fifty percent (50%) of the votes attached to the outstanding voting securities of the Company, any consolidation merger or statutory amalgamation or arrangement of the Company with or into another corporation and pursuant to which the Company will not be the surviving entity (other than a transaction under which the shareholders of the Company immediately prior to completion of the transaction will have the same proportionate ownership of the surviving corporation), a separation of the business of the Company into two (2) or more entities, a sale, lease exchange or other transfer of all or substantially all of the assets of the Company to another entity or the approval by shareholders of the Company of any plan of liquidation or dissolution of the Company.

D-28

D-29 -

Amendments, Modifications and Changes

The directors have the right under the Nexus Plan to make certain amendments to the Nexus Plan, including, but not limited to, amendments of a "housekeeping" nature, to comply with applicable law or regulation, to the vesting provisions of the Nexus Plan, to the terms of any award previously granted (with the consent of the optionee), and with respect to the effect of the termination of an optionee's position, employment or services under the Nexus Plan, to the categories of persons who are participants in respect of the administration or implementation of the Nexus Plan.

The directors have the right, under the Nexus Plan, with the approval of the shareholders, and where required by the CSE, with the approval of disinterested shareholders, to make certain amendments to the Nexus Plan, including, but not limited to, any change to the number of Common Shares issuable from treasury under the Nexus Plan, any amendment which reduces the exercise price of any award, any amendment which extends the expiry date of an award other than as permitted under the Nexus Plan, any amendment which cancels any award and replaces such award with an award which has a lower exercise price, any amendment which would permit awards to be transferred or assigned by any participant other than as currently permitted under the Nexus Plan, and any amendments to the amendment provisions of the Nexus Plan.

The following table sets forth Nexus security ownership interests on an individual director and officer basis as of the date of this Circular:

Name of Director / Officer	Common Shares		Options		Warrants
	Number Held	%(1)	Number Held	%(2)	Number Held	%
Jeremy Poirier
Chief Executive Officer and Director	172,832(4)	0.40%	900,000(5)	27.48%	Nil	N/A
Joel Leonard
Chief Financial Officer & Corporate Secretary	10,189	0.02%	480,000(6)	14.65%	Nil	N/A
Benjamin Hinkle
Director	Nil	N/A	410,000(7)	12.52%	Nil	N/A
Jordon Witham-Carroll
Director	20,000	0.05%	305,667(8)	9.33%	Nil	N/A
Warren Robb
Director & Vice President – Exploration	25,000	0.06%	425,000(9)	12.97%	Nil	N/A
Drew St. Laurent
Director	Nil	N/A	150,000(10)	4.58	Nil	N/A

Notes:
(1) Based on the current issued and outstanding of 42,963,902 Common Shares.
(2) Based on the current outstanding number of 3,275,666 options.
(3) 38,709 Common Shares are owned indirectly by Mr. Poirier through Nico Consulting Inc.
(4) Options are exercisable into 200,000 Common Shares at $0.47 per share until March 24, 2028, 300,000 Common Shares at $0.55 until May 1, 2029, and 400,000 Common Shares at $0.28 per share until November 12, 2029.
(5) Options are exercisable into 130,000 Common Shares at $0.47 per share until March 24, 2028, 150,000 Common Shares at $0.55 until May 1, 2029, and 200,000 Common Shares at $0.28 per share until November 12, 2029.
(6) Options are exercisable into 10,000 Common Shares at $1.50 per share until April 18, 2027, 125,000 Common Shares at $0.47 per share until March 24, 2028, 125,000 Common Shares at $0.55 until May 1, 2029, and 150,000 Common Shares at $0.28 per share until November 12, 2029.

D-29

D-30 -

(7) Options are exercisable into 5,667 Common Shares at $1.50 per share until April 18, 2027, 75,000 Common Shares at $0.47 per share until March 24, 2028, 125,000 Common Shares at $0.55 until May 1, 2029, and 100,000 Common Shares at $0.28 per share until November 12, 2029.
(8) Options are exercisable into 100,000 Common Shares at $0.38 per share until October 31, 2028, 125,000 Common Shares at $0.55 until May 1, 2029, and 200,000 Common Shares at $0.28 per share until November 12, 2029.
(9) Options are exercisable into 150,000 Common Shares at $0.26 per share until November 28, 2029.

ESCROWED SECURITIES

No securities of Nexus are anticipated to be held in escrow following the completion of the Arrangement.

PRINCIPAL SECURITYHOLDERS

To the knowledge of the directors and officers of Nexus, as of the date of this Circular, other than as set out below, there are no persons who beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying more than 10% of the votes attached to the Common Shares.

Name of Shareholder	Number of Common Shares Owned or Controlled, Directly or Indirectly	Percentage of Class of Outstanding Common Shares
CanAlaska Uranium Ltd.	7,208,192	17.63%

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Securityholdings

The following table sets forth the name, municipality of residence and principal occupation during the last five years for those persons who are currently directors and officers of Nexus:

Name, province or state and country of residence and position, if any, held in Nexus	Principal occupation during the past five years	Served as director of Nexus since
Jeremy Poirier
Chief Executive Officer and Director
British Columbia, Canada	Chief Executive Officer and Director, European Metals Energy Corp., June 2021 to present; Chief Executive Officer and Director, J4 Ventures Inc., March 2021 to present; President, Chief Executive Officer, and Director, Bearing Lithium Corp., from August 2016 to October 2019; President, Nico	May 1, 2023 (CEO)
December 3, 2021 (Director)	172,832^{(3)}

D-31 -

Name, province or state and country of residence and position, if any, held in Nexus	Principal occupation during the past five years	Served as director of Nexus since	Number of common shares of Nexus beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}
	Consulting from 2004 to present; Director, Alexandra Capital Corp. from August 2017 to present.
Joel Leonard
Chief Financial Officer & Corporate Secretary
British Columbia, Canada	Founding Partner of Leonard & Co. Chartered Professional Accountants located in Vancouver.	September 8, 2020 (CFO)
April 12, 2024 (Corporate Secretary)	10,189
Benjamin Hinkle^{(2)}
Director
Idaho, United States	Director of Technical Services, Rangefront Mining Services, October, 2019 to present; Principal Geologist, Hinkle Geologic Consulting, December, 2017 to October, 2019; Chief Geologist, Fire Creek, Klondex Mines, January 2015 to December 2017.	April 11, 2022	Nil
Jordon Witham-Carroll^{(2)}
Director
British Columbia, Canada	Certified electrician; Director, FenixOro Gold Corp. (previously American Battery Metals Corp.) June 6, 2018 to April 7, 2020; Director of Pike Mountain Minerals Inc. (now Carebook Technologies Inc.) from February 20, 2020 to October 2020; Director of J4 Ventures Inc. from March 31, 2021 to present.	April 18, 2022	20,000
Warren Robb^{(2)}
Director & Vice President – Exploration
British Columbia, Canada	Director of Nexus Gold Corp. from October 31, 2023 to present; Director of Nexus Metals Corp., from January 25, 2022 to present; Chief Geologist of Oberon Uranium Corp. from June 2, 2022 to present.	October 31, 2023	25,000
Drew St. Laurent
Director
British Columbia, Canada	Senior Administrator and lecturer in Health Sciences at UBC since 2012 and active lecturer within the School of Population and Public Health	November 28, 2024	Nil

D-31

D-32 -

Name, province or state and country of residence and position, if any, held in Nexus	Principal occupation during the past five years	Served as director of Nexus since	Number of common shares of Nexus beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}
	at the University of British Columbia

Notes:

(1) The information as to principal occupation, business or employment and common shares beneficially owned or controlled has been provided by the nominees themselves.
(2) A member of the Audit Committee.
(3) 38,709 Common Shares are owned indirectly by Mr. Poirier through Nico Consulting Inc.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other as set out below, to the knowledge of Nexus, no director nor executive officer of Nexus:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including Nexus) that:

(i) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including Nexus) that, while that person was acting in the that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director or executive officer;

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement

D-32

D-33 -

agreement with a securities regulatory authority; or

(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder.

For the purposes of section (a) above, “order” means:

(i) a cease trade order;

(ii) an order similar to a cease trade order; or

(iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for more than 30 consecutive days.

Jeremy Poirier, a director and the Company’s Chief Executive Officer, entered into a settlement agreement dated July 22, 2022 with the British Columbia Securities Commission (the “BCSC”). Mr. Poirier was formerly the Chief Executive Officer and a director of Bearing Lithium Corp. (“Bearing”). Pursuant to the settlement agreement, Bearing (then known as Bearing Resources Ltd.) agreed that it retained Stock Social Inc. (“SSI”), a marketing company, to conduct investor relations and that SSI disseminated advertorials and social media posts about Bearing (collectively, the “Promotional Materials”) during the period of January 2017 to February 2017 and failed to ensure such Promotional Materials disclosed they were issued on behalf of Bearing, which is a contravention of section 52(2) of the Securities Act (British Columbia) (the “Act”). Mr. Poirier, who was the Chief Executive Officer and a director of Bearing at such time, agreed that he authorized, permitted or acquiesced in Bearing's contravention of section 52(2) of the Act and therefore contravened the same provision. Bearing paid the BCSC $25,000 in settlement of the matter and Mr. Poirier paid the BCSC $10,000 in settlement of the matter.

From July 15, 2015 to November 4, 2015, Warren Robb, a director of the Company, was restricted from joining any TSX-V listed issuer as an officer or director without prior written acceptance from the TSX-V. The restriction was lifted upon Mr. Robb completing a TSX-V required directors and officers course.

Conflicts of Interest

The directors of Nexus are required by law to act honestly and in good faith with a view to the best interests of Nexus and to disclose any interests, which they may have in any project or opportunity of Nexus. If a conflict of interest arises at a meeting of the Nexus Board, any director in a conflict will disclose his or her interest and abstain from voting on such matter.

To the best of Nexus’ knowledge, and other than disclosed herein, there are no known existing or potential conflicts of interest among Nexus, its directors and officers or other members of management of Nexus as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to Nexus and their duties as a director and officer of such other companies. To the extent that such other companies may provide services to Nexus, may participate with Nexus in various ventures, or may compete against Nexus in one or more aspects of its business, the directors and officers of Nexus may have a conflict of interest respecting such. Any

D-33

D-34 -

conflicts will be subject to the procedures and remedies under the BCBCA. See also “Interest of Management and Others in Material Transactions” and “Risk Factors”.

Management

As at the date of this Circular, Jeremy Poirier serves as CEO and a director and Joel Leonard serves as Chief Financial Officer and Corporate Secretary.

The directors and officers of Nexus anticipate that they will dedicate approximately the following percentage of their time to the affairs of the Nexus in the next 12-month period:

Jeremy Poirier	80%
Benjamin Hinkle	5%
Jordon Carroll	5%
Warren Robb	40%
Drew St. Laurent	5%
Joel Leonard	45%

These percentages are estimates only and the time commitment of the directors and officers will vary depending upon Nexus’ activities.

None of the directors nor officers of Nexus have entered into a non-competition or non-disclosure agreement with Nexus.

The following biographical information relates to each of the officers and directors of Nexus as of the date of this Circular and includes a description of each individual's principal occupation within the past five years.

Jeremy Poirier (Age 39) – CEO and Director

Mr. Poirier brings nearly two decades of capital markets experience in the natural resource and technology sectors. He has served in various senior officer and corporate development roles at exploration mining companies. From September 2016 through December 2019, Mr. Poirier was CEO of Bearing Lithium Corp. and was instrumental in the Company's acquisition of Li3 Energy. Prior to Bearing Lithium, Mr. Poirier held senior roles at Pure Energy Minerals Ltd. and is currently the CEO of Grit Metals Corp.

Joel Leonard (Age 39) – CFO and Corporate Secretary

Mr. Leonard is the Founding Partner of JCL Partners Chartered Professional Accountants located in Vancouver. Mr. Leonard has developed an extensive background in finance and accounting with a focus on financial reporting and internal control implementation. Mr. Leonard completed his Bachelor’s Degree in Business from Thompson Rivers University and later received his CPA designation from the CA School of Business. Mr. Leonard has spent the past three years consulting for publicly traded entities listed on various exchanges including the NYSE, TSX, TSX-V and the CSE.

D-34

D-35 -

Benjamin Hinkle (Age 42) – Director

Mr. Hinkle has over 18 years' experience as an Economic Geologist spanning three countries and four US states. He advanced from an Ore Control Geologist to Project and Senior Geologist, Senior Exploration Geologist and Chief Geologist before moving into private consulting for the past several years. He has had notable achievements and is an expert in ore control systems, 3D geologic modeling, UG mapping systems, mining-block model reconciliation, block model validation, exploration, team building and management. He has extensive 3D modeling experience in both Vulcan and Leapfrog, and a track record of developing, fostering, and mentoring high performance geology teams. Mr. Hinkle earned a Bachelor of Science Degree from Portland State University in 2004.

Jordon Witham-Carroll (Age 39) – Director

Mr. Carroll is a certified electrician and has extensive experience in mining operations and mineral extraction. Mr. Carroll led a team involved in the commissioning of the Rio Tinto Alcan aluminum smelter located in Kitimat, B.C. and has prospected and owned placer mine claims. Mr. Carroll was formerly a director of American Battery Minerals Corp as well as Pike Mountain Minerals Inc., and is currently a director of J4 Ventures Inc. He has completed courses in public company governance through Simon Fraser University.

Warren Robb (Age 65) – Director & Vice President - Exploration

Mr. Robb has over 38 years of mineral exploration experience with Senior and Junior mining companies throughout Canada, the United States, China, Africa and South America. He managed exploration programs for precious and base metal and diamond projects ranging from early exploration through to reserve definition and operating mines. Notable senior positions include VP of Exploration for Nexus Gold from 2015 to present, VP Exploration for WPC Resources (now Bluestar Gold) from 2012 to 2020, Chief Geologist for Roxgold Inc. in 2012, VP of Exploration for TTM Resources from 2007 to 2011, Country Manager for Majestic Gold Corp. from 2003 to 2005, and an Officer of Trivalence Mining Corp. from 1997 to 2002. Mr. Robb earned a Bachelor of Science in Geological Sciences from the University of British in 1987 and has been a registered Professional Geoscientist since 1993.

Drew St. Laurent (Age 41) – Director

Mr. Drew St. Laurent has a rich academic background, including a Bachelor of Arts in Human Geography from Thompson Rivers University, a Bachelor of Education, and a Master of Education in Higher Education from the University of British Columbia. Drew's graduate research focused on improving Indigenous access to post-secondary education in Canada. He has presented his findings to various audiences, including government bodies and educational institutions. Drew has been a Senior Administrator and lecturer in Health Sciences at UBC since 2012 and active lecturer within the School of Population and Public Health at the University of British Columbia. His passion lies in working with Indigenous communities to better their social determinants of health.

D-35

D-36 -

Reporting Issuer Experience of the Directors and Officers of Nexus

The following table sets out the directors, officers and Promoters of Nexus that are, or have been within the last five years, directors, officers or Promoters of other issuers that are or were reporting issuers in any Canadian jurisdiction:

	Name of Reporting Issuer	Exchange or Market	Position	From (mm/yy)	To (mm/yy)
Jeremy Poirier
Chief Executive Officer and Director	J4 Ventures Inc.	TSX-V	CEO
Director	2021/07	Present
	Grit Metals Corp.	TSX-V	CEO
Director	2021/11	Present
	Carebook Technologies Inc.	TSX-V	Director	2019/10	2020/10
	Bearing Lithium Corp.	TSX-V	CEO
Director	2016/08	2020/06
	FenixOro Gold Corp.	CSE	Director
Officer	2020/01	2020/05
	BioVaxys Technology Corp.	CSE	Director	2018/07	2021/02
Joel Leonard
Chief Financial Officer & Corporate Secretary	J4 Ventures Inc.	TSX-V	CFO	2021/03	Present
	Basin Uranium Corp.	CSE	CFO	2021/11	Present
	Grit Metals Corp.	TSX-V	CFO	2024/04	Present
	Homeland Uranium Corp.	TSX-V	CFO	2023/08	Present
	Primary Hydrogen Corp.	TSX-V	CFO	2020/09	2024/12
	Nepra Foods Inc.	CSE	Director	2021/04	2023/03
	Carebook Technologies Inc.	TSX-V	CFO	2020/05	2020/10
	Goodbody Health Limited	CSE	CFO	2018/05	2020/08
Benjamin Hinkle
Director	N/A	N/A	N/A	N/A	N/A
Jordon Witham-Carroll
Director	J4 Ventures Inc.	TSX-V	Director	2021/07	Present
	FenixOro Gold Corp.	CSE	Director	2018/06	2020/05
	Carebook Technologies Inc.	TSX-V	Director	2020/02	2020/09
Warren Robb
Director & Vice President – Exploration	Oberon Uranium Corp.	CSE	Chief Geologist	2022/06	Present
	Nexus Metals Corp.	Unlisted	Director
Senior Vice President	2022/10	Present
	Nexus Gold Corp.	TSX-V	Director
Senior Vice President	2014/07	Present

D-36

D-37 -

	Metalite Resources Inc.	CSE	Director	2019/03	2022/03
Drew St. Laurent
Director	Homeland Uranium Corp.	TSX-V	Director	2023/02	2024/10

RISK FACTORS

An investment in the Common Shares and completion of the proposed Arrangement is subject to certain risks, including the risk factors relating to the Arrangement under the heading “The Arrangement – Risk Factors Concerning the Arrangement” in this Circular and those related to the business of Nexus below. Basin shareholders should carefully consider the risk factors set forth in this Circular and in the MD&A of Nexus for the six-month period ended May 31, 2025, which is attached to this Circular as Appendix “J”.

General

Nexus is in the business of exploring and, if warranted, developing mineral properties, which is a highly speculative endeavor. The securities of Nexus should be considered a highly speculative investment and investors should carefully consider all of the information disclosed herein prior to making an investment in Nexus’ securities. There are trends and factors that may be beyond Nexus’ control which affect its operations and business. It is not possible for management to predict economic fluctuations and the impact of such fluctuations on its performance. While risk management is part of Nexus’ transactional, operational and strategic decisions, as well as Nexus’ overall management approach, risk management does not guarantee that events or circumstances will not occur which could negatively affect Nexus’ financial condition and performance. No representation is or can be made as to the future performance of Nexus and there can be no assurance that Nexus will achieve its objectives.

The risks and uncertainties described below are those Nexus currently believes to be material, but they are not the only ones faced by Nexus. If any of the following risks, or any other risks and uncertainties that have not yet been identified or that Nexus currently considers not to be material, actually occur or become material risks, Nexus’ business, financial condition, results of operations and cash flows, and consequently the price of the Nexus Shares, could be materially and adversely affected. The risks discussed below also include forward-looking statements and the Nexus’ actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements and Risks” in this Circular.

Risks Related to Mineral Exploration

Exploration Stage Company

Nexus’ mineral projects are in the exploration stage and without a known body of commercial ore and require extensive expenditures during this exploration stage. Mineral exploration and development involves a high degree of risk which even a combination of experience, knowledge and careful evaluation may not be able to mitigate. The vast majority of properties which are explored are not ultimately developed into producing mines. There is no assurance that the Nexus’ mineral exploration and development activities will result in any discoveries of commercial bodies of ore.

D-37

D-38 -

Mineral Titles

Nexus is satisfied that evidence of titles to both the Cree East Project, Napoleon Gold Project, and the Fraser Lake Property is adequate and acceptable by prevailing industry standards with respect to the current stage of exploration on the properties. Some of Nexus’ mineral claims have not yet been surveyed. Nexus may face challenges to the title the Cree East Project, Napoleon Gold Project, and the Fraser Lake Property, or subsequent properties it may acquire, which may prove to be costly to defend or could impair the advancement of Nexus’ business plan.

Aboriginal Claims and Consultation

Many lands in Canadian territories in which Nexus’ current or future properties are situated are or could become subject to Aboriginal land claim to title. The legal nature of Aboriginal land claims is a complex matter. The impact of any such claim on Nexus’ ownership interests in its properties cannot be predicted with any degree of certainty. The input and cooperation of First Nations and other Aboriginal communities is often sought and negotiated and Nexus’ ability to pursue exploration, development and mining may be impacted to the extent Nexus is unable to conduct successful negotiations. Nexus may enter into agreements with First Nations and other Aboriginal communities in order to manage its relationship with those groups but there is no assurance that claims or other assertions of rights by Aboriginal communities or consultation issues will not arise on or with respect to Nexus’ properties or activities. These could result in significant costs and delays or materially restrict Nexus’ activities.

Aboriginal rights may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. The Supreme Court of Canada’s 2014 decision in Tsilhqot’in Nation v. British Columbia marked the first time in Canadian history that a court has declared First Nations title to lands outside of reserve land. The Cree East Project, Napoleon Gold Project, and the Fraser Lake Property may now or in the future be the subject of Aboriginal or indigenous land claims. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on Nexus’ ownership interest in the Cree East Project, Napoleon Gold Project, and the Fraser Lake Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of Aboriginal rights in the area in which the Cree East Project, Napoleon Gold Project, and the Fraser Lake Property are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on Nexus’ activities. Even in the absence of such recognition, Nexus may at some point be required to negotiate with and seek the approval of holders of Aboriginal interests in order to facilitate exploration and development work on the Cree East Project, Napoleon Gold Project, and the Fraser Lake Property and there is no assurance that Nexus will be able to establish a practical working relationship with any First Nations in the area which would allow it to ultimately develop the Cree East Project, Napoleon Gold Project, and the Fraser Lake Property.

Surface Rights

Nexus does not control the surface rights over the claims which comprise its mineral properties. If a significant mineralized zone is identified, detailed environmental impact studies will need to be completed prior to initiation of any advanced exploration or mining activities. There is no

D-38

D-39 -

guarantee that areas needed for mining activities, including potential mine waste disposal, heap leach pads, or areas for processing plants, will be available.

Operating Hazards and Risks

Mineral exploration and development involve risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which Nexus has a direct or indirect interest will be subject to hazards and risks normally incidental to exploration, development, and production of minerals, any of which could result in work stoppages, damage to or destruction of property, loss of life and environmental damage. Such risks include, but are not limited to: (i) industrial accidents; (ii) unusual or unexpected rock formations; (iii) structural caveins or slides and pitfall, ground or slope failures and accidental release of water from surface storage facilities; (iv) fire, flooding and earthquakes; (v) rock bursts; (vi) metal losses in handling and transport; (vii) periodic interruptions due to inclement or hazardous weather conditions; (viii) environmental hazards; (ix) discharge of pollutants or hazardous materials; (x) failure of processing and mechanical equipment and other performance problems; (xi) geotechnical risks including the stability of the underground hanging walls and unusual and unexpected geological conditions; (xii) unanticipated variations in grade and other geological problems, water, surface or underground conditions; (xiii) labour disputes or slowdowns; (xiv) work force health issues as a result of working conditions; and (xv) force majeure events, or other unfavourable operating conditions.

These risks, conditions and events could result in: (i) damage to, or destruction of, the value of, the Cree East Project, Napoleon Gold Project, or the Fraser Lake Property; (ii) personal injury or death; (iii) environmental damage to the Cree East Project, Napoleon Gold Project, or the Fraser Lake Property, surrounding lands and waters, or the properties of others; (iv) delays or prohibitions on mining or the transportation of minerals; (v) monetary losses; and (vi) potential legal liability and any of the foregoing could have a material adverse effect on Nexus’ business, financial condition, results of operation, cash flows or prospects.

There are also risks related to the reliance on the reliability of current and new or developing technology; the reliance on the work performance of outside consultants, contractors, and manufacturers; changes to labour or material costs; unknown or unanticipated or underestimated costs or expenses; unknown or unanticipated or underestimated additions to the scope of work due to changing or adverse conditions encountered; unexpected variances in the geometry or quality of ore zones; unexpected reclamation requirements or expenses; permitting time lines; unexpected or unknown ground conditions; unexpected changes to estimated parametres utilized to estimate past timelines, projections, or costs; and liquidity risks. An adverse change in any one of such factors, hazards and risks may result in a material adverse effect on Nexus’ business, financial condition, results of operations, cash flows or prospects.

Speculative Nature of Mineral Exploration

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or

D-40 -

discovered by Nexus may be affected by numerous factors which are beyond the control of Nexus and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in Nexus not receiving an adequate return of investment capital. There is no assurance that Nexus' mineral exploration activities will result in any discoveries of commercial bodies of ore. The long-term profitability of Nexus' operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Permits and Government Regulations

The future operations of Nexus may require permits from various federal, provincial and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. There can be no guarantee that Nexus will be able to obtain all necessary permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities on the Cree East Project, Napoleon Gold Project, or the Fraser Lake Property.

Environmental and Safety Regulations and Risks

Environmental laws and regulations may affect the operations of Nexus. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. The permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on Nexus for damages, cleanup costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. In all major developments, Nexus generally relies on recognized designers and development contractors from which the Company will, in the first instance, seek indemnities. Nexus intends to minimize risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making Nexus' operations more expensive

Fluctuating Mineral Prices

Nexus' revenues in the future, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals, which in turn depend on the results of Nexus'

D-41 -

exploration on these properties and whether development will be commercially viable or even possible. Factors beyond the control of Nexus may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of Nexus’ current or future exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

Competition

The mining industry is intensely competitive in all its phases. Nexus competes for the acquisition of mineral properties, claims, leases, and other mineral interests as well as for the recruitment and retention of qualified employees with many companies possessing greater financial resources and technical facilities than Nexus. The competition in the mineral exploration and development business could have an adverse effect on Nexus’ ability to hire or maintain experienced and expert personnel or acquire suitable properties or prospects for mineral exploration in the future.

Social and Environmental Activism Risk

There is an increasing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain non-governmental organizations (“NGOs”), public interest groups and NGOs who oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While Nexus seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which it operates, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of Nexus in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which Nexus has an interest or Nexus’ operations specifically. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of Nexus or its relationships with the communities in which it operates, which could have a material adverse effect on Nexus’ business, financial condition, results of operations, cash flows or prospects.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, caveins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and Nexus may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Nexus.

Infrastructure

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or

D-41

D-42 -

delay exploration or development of Nexus’ mineral properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of Nexus’ mineral properties will be commenced or completed on a timely basis, if at all. Furthermore, unusual, or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect our operation.

Property Interests

If Nexus loses or abandons its interest in the Cree East Project, Napoleon Gold Project, the Fraser Lake Property or the Yukon Claims, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by the CSE. There is also no guarantee that the CSE will approve the acquisition of any additional properties by Nexus, whether by way of option or otherwise, should Nexus wish to acquire any additional properties. Unless Nexus acquires additional property interests, any adverse developments affecting the Cree East Project, Napoleon Gold Project, the Fraser Lake Property or the Yukon Claims could have a material adverse effect upon Nexus and would materially and adversely affect any profitability, financial performance and results of operations of Nexus.

Risks Related to Nexus

Limited Operating History

Nexus is subject to many of the risks common to early-stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. There is no assurance that Nexus will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered during these early stages of operations. Nexus expects to generate earnings in the near future. The success of Nexus will depend entirely on the expertise, ability, judgment, discretion, integrity and good faith of its management.

Reliance on Management

The success of Nexus is currently largely dependent on the performance of its directors and officers. Nexus is currently in good standing with all high-level consultants and believes that with well managed practices it will remain in good standing. The loss of the services of any of these persons could have a materially adverse effect on Nexus’ business and prospects. There is no assurance that Nexus can maintain the services of its directors, officers or other qualified personnel required to operate its business.

Conflict of Interest

Certain of Nexus’ directors and officers are, and may continue to be, involved in the mineral exploration industry through their direct and indirect participation in companies, partnerships or joint ventures which are potential competitors of Nexus. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with Nexus’ interests, including if a dispute arises with the Cree East Project, Napoleon Project, the Fraser Lake Property, or the option agreements connected to those properties. Directors and officers

D-42

D-43 -

of Nexus with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules, and policies. Notwithstanding this, there may be corporate opportunities which Nexus is not able to procure due to a conflict of interest of one or more of Nexus’ directors or officers.

Liability for Actions of Employees, Contractors and Consultants

Nexus could be liable for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims against Nexus.

Nexus is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless or negligent conduct or disclosure of unauthorized activities to Nexus that violates: (i) government regulations; (ii) mining standards; (iii) fraud and abuse laws and regulations; or (iv) laws that require the true, complete, and accurate reporting of financial information or data. It is not always possible for Nexus to identify and deter misconduct by its employees and other third parties, and the precautions taken by Nexus to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting Nexus from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against Nexus, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, the curtailment of Nexus’ operations or asset seizures, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Breach of Confidentiality

While discussing potential business relationships or other transactions with third parties, Nexus may disclose confidential information relating to the business, operations, or affairs of Nexus. Although confidentiality agreements are to be signed by third parties prior to the disclosure of any confidential information, a breach of such confidentiality agreement could put Nexus at competitive risk and may cause significant damage to its business. The harm to Nexus’ business from a breach of confidentiality cannot presently be quantified but may be material and may not be compensable in damages. There can be no assurance that, in the event of a breach of confidentiality, Nexus will be able to obtain equitable remedies, such as injunctive relief from a court of competent jurisdiction in a timely manner, if at all, in order to prevent or mitigate any damage to its business that such a breach of confidentiality may cause.

Financial Risk

No Operating Revenue

Nexus is in the early stages of its business and has no source of operating revenue.

D-43

D-44 -

Negative Operating Cash Flow

Nexus reported negative operating cash flows for the years ended November 30, 2024 and November 30, 2023. It is anticipated that Nexus will continue to report negative operating cash flows in future periods. It is expected that a portion of Nexus’ available funds will be used for working capital to fund negative operating cash flows.

Substantial Capital Expenditures Required

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

Additional Financing

The continued development of Nexus will require additional financing. There is no guarantee that Nexus will be able to achieve its current business strategy. Nexus intends to fund its business objectives by way of additional offerings of equity or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to Nexus. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution. Nexus will require additional financing to fund its operations until positive cash flow is achieved.

Going Concern Risk

Nexus’ financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Nexus’ future operations are dependent upon the identification and successful completion of equity or debt financings and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that Nexus will be successful in completing equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should Nexus be unable to continue is a going concern.

The Company’s Insurance Policies May Not Be Sufficient to Cover All Claims

Nexus’ business is subject to a number of risks and hazards generally, including accidents, labour disputes, and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, delays in operations, monetary losses and possible legal liability. Although Nexus intends to continue to maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations. Nexus may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

D-44

D-45 -

Nexus may also become subject to liability for pollution or other hazards which may not be insured against or which Nexus may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Nexus to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Claims and Legal Proceedings

Nexus or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, Nexus may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause Nexus to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on Nexus’ business, operating results or financial condition.

Internal Control Systems

Nexus’ internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

If Nexus Cannot Raise Additional Funds, then it May Lose Some or All of its Interest in the Cree East Project

Nexus is required to incur work expenditures or make cash-in-lieu payments to maintain its interest in the Cree East Project. Nexus’ ability to maintain an interest in its properties may be dependent on its ability to raise additional funds by equity financing. Failure to obtain additional financing may result in Nexus being unable to make periodic payments or expenditures required for the maintenance of Nexus’ interest in the Cree East Project, and could result in a delay or postponement of further exploration or the partial or total loss of Nexus’ interest in the Cree East Project.

General Inflationary Pressures

Inflationary pressure may affect Nexus’ labour, commodity, and other input costs, which could affect Nexus’ financial condition.

Risks Related to the Company’s Securities

Price may not Represent Nexus’ Performance or Intrinsic Fair Value

The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of Nexus, including the market in which it is traded, the strength of the economy generally, the availability of the attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the

D-45

D-46 -

Nexus Shares on the CSE in the future cannot be predicted.

Price Volatility of Publicly Traded Securities

Nexus’ common shares are currently listed for trading on the CSE and on the OTCQB. Securities of junior companies have experienced substantial volatility in the past.

Dilution

Future sales or issuances of equity securities could decrease the value of the Nexus Shares, dilute shareholders’ voting power and reduce future potential earnings per Nexus Share. Nexus may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into Nexus Shares) and may issue additional equity securities to finance our operations, development, exploration, acquisitions or other projects. Nexus cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Nexus Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Nexus Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per Nexus Share.

Dividends

Nexus has not paid dividends in the past and does not anticipate paying dividends in the near future. Nexus expects to retain earnings to finance further growth and, where appropriate, retire debt.

Tax Issues

Income tax consequences in relation to the Nexus Shares will vary according to circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisers prior to investing in Nexus Shares.

MATERIAL CONTRACTS

As at the date of this circular, there are no material contracts other than the Arrangement Agreement, Cree East Option Agreement and contracts entered into in the ordinary course of business.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the knowledge of Nexus, there are no legal proceedings material to Nexus to which Nexus is or was a party to, or any of its property is or was the subject of, since the beginning of the most recently completed financial year, nor are there any such proceedings known to Nexus to be contemplated.

In addition, there have been no penalties or sanctions imposed against Nexus by a court relating to provincial and territorial securities legislation or by a securities regulatory authority within the

D-46

D-47 -

three years immediately preceding the date of this Circular, nor have any other penalties or sanctions been imposed by a court or regulatory body against Nexus, and Nexus has not entered into any settlement agreements before a court relating to provincial and territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Circular.

EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this disclosure:

“CEO” of the Company means each individual who served as Chief Executive Officer of the Company or acted in a similar capacity for any part of the most recently completed financial year.

“CFO” of the Company means each individual who served as Chief Financial Officer of the Company or acted in similar capacity for any part of the most recently completed financial year.

“NEO” or “named executive officer” means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) the most highly compensated executive officer other than the individuals identified in (a) and (b) above, at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers of National Instrument 51-102 – Continuous Disclosure Obligations, for that financial year; and
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year.

During the financial year ended November 30, 2024, the Company had two (2) NEOs, being Joel Leonard, CFO and Jeremy Poirier, CEO.

Director and Named Executive Officer Compensation, excluding compensation securities

Set out below is a summary of all compensation paid, payable, awarded, granted, given, or otherwise provided, excluding compensation securities, during the Company’s two most recently completed financial years to the Company’s NEOs and directors, in any capacity, for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof.

D-47

D-48 -

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
R. Timothy Henneberry^{(1)}
Former CEO & Former Director	2024
2023	Nil
$52,619	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
$52,619
Joel Leonard^{(2)}
CFO, Corporate Secretary	2024
2023	$102,000
$84,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	$102,000
$84,000
Jeremy Poirier^{(3)}
CEO & Director	2024
2023	$84,000
$60,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	$84,000
$60,000
Benjamin Hinkle^{(4)}
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Jordon Witham-Carroll^{(5)}
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Warren Robb^{(6)}
Vice President
Exploration and
Director	2024
2023	$42,365
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	$42,365
Nil
Drew St. Laurent^{(7)}
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

Notes:
(1) Mr. Henneberry resigned as CEO and a director of the Company on October 31, 2023.
(2) Mr. Leonard was appointed CFO of the Company on September 8, 2020 and Corporate Secretary on April 12, 2024.
(3) Jeremy Poirier was appointed a director of the Company on December 3, 2021 and CEO of the Company on January 19, 2022.
(4) Mr. Hinkle was appointed a director of the Company on April 11, 2022.
(5) Mr. Witham-Carroll was appointed a director of the Company on April 18, 2022
(6) Mr. Robb was appointed Vice President Exploration and a director of the Company on October 31, 2023.
(7) Mr. St. Laurent was appointed a director of the Company on November 28, 2024.

External Management Companies

No persons have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly.

D-48

D-49 -

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company, or any subsidiary thereof, in the year ended November 30, 2024 for services provided or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class (1)(2)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Joel Leonard(3)
CFO	Stock Options	150,000
0.44%	2024-05-01	$0.55	$0.52	$0.295	2029-05-01
	Stock Options	200,000
0.59%	2024-11-12	$0.275	$0.27		2029-11-12
Jeremy Poirier(4)
CEO & Director	Stock Options	300,000
0.89%	2024-05-01	$0.55	$0.52	$0.295	2029-05-01
		400,000
1.18%	2024-11-12	$0.275	$0.27		2029-11-12
Benjamin Hinkle(5)
Director	Stock Options	125,000
0.37%	2024-05-01	$0.55	$0.52	$0.295	2029-05-01
		150,000
0.44%	2024-11-12	$0.275	$0.27		2029-11-12
Jordon Witham-Carroll(6)
Director	Stock Options	75,000
0.19%	2024-03-24	$0.55	$0.56	$0.295	2029-04-23
	Stock Options	125,000
0.37%	2024-05-01	$0.55	$0.52		2029-05-01
	Stock Options	100,000
0.30%	2024-11-12	$0.275	$0.27		2029-11-12

D-50 -

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class (1)(2)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Warren Robb^{(7)}
Vice President
Exploration and
Director	Stock Options
Stock Options	125,000
0.37%
200,000
0.59%	2024-05-01
2024-11-12	$0.55
$0.275	$0.52
$0.27	$0.295	2029-05-01
2029-11-12
Drew St. Laurent^{(8)}
Director	Stock Options	150,000
0.44%	2024-11-28	$0.26	$0.26	$0.295	2029-11-28

Notes:

(1) Options were the only compensation securities granted or issued to directors and NEOs during the fiscal year ended November 30, 2024.

(2) Represents the percentage of the issued and outstanding Common Shares of the Company as at November 30, 2024, being 33,832,156 common shares of the Company.

(3) As at November 30, 2024, Mr. Leonard held 480,000 Options, representing an equal number of underlying Common Shares vesting quarterly over a year.

(4) As at November 30, 2024, Mr. Poirier held 500,000 Options, representing an equal number of underlying Common Shares vesting quarterly over a year

(5) As at November 30, 2024, Mr. Hinkle held 275,000 Options, representing an equal number of underlying Common Shares vesting quarterly over a year.

(6) As at November 30, 2024, Mr. Witham-Carroll held 310,000 Options, representing an equal number of underlying Common Shares vesting quarterly over a year.

(7) As at November 30, 2024, Mr. Robb held 425,000 Options, representing an equal number of underlying Common Shares vesting immediately and 25,000 RSUs.

(8) As at November 30, 2024, Mr. St. Laurent held 150,000 Options, representing an equal number of underlying Common Shares vesting quarterly over a year.

Exercise of Compensation Securities by Directors and NEOs

The following table sets out all compensation securities exercised by a director or NEO of the Company, in the fiscal year ended November 30, 2024.

D-50

D-51 -

Compensation Securities
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security	Date of exercise	Closing price of security or underlying security on date of grant ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Mammoth Geological Ltd.	Stock Options	150,000	$0.465	Jan 31, 2024	$0.46	$0.005	$69,750

Stock Option Plans and Other Incentive Plans

The Company has the Nexus Plan in place, approved by the shareholders of the Company on May 1, 2023.

Please see “Options to Purchase Securities” for a description of the key terms of the Nexus Plan, which is qualified in its entirety by the full text of the Plan.

Employment, Consulting and Management Agreements

During the year ended November 30, 2024, the Company did not have any written employment, consulting or management agreements. Jeremy Poirier, the Company's Chief Executive Officer receives $7,000 per month pursuant to a verbal agreement, Joel Leonard, the Company's Chief Financial Officer receives $8,500 per month pursuant to a verbal agreement. There are no change of control, severance or termination provisions in these arrangements.

Oversight and Description of Director and NEO Compensation

The Company has no standard arrangements pursuant to which directors are compensated for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the Nexus Plan and the CSE. The granting of incentive stock options provides a link between director compensation and the Company’s common share price. It also rewards directors for achieving results that improve the Company’s performance and thereby increase shareholder value. In making a determination as to whether a grant of long-term incentive stock options is appropriate, and if so, the number of options that should be granted, the Board will consider: the number and terms of outstanding incentive stock options held by each director; the value in securities of the Company that the Board intends to award as compensation; the potential dilution to shareholders and the cost of the Company; general industry standards; and the limits imposed by the terms of the Nexus Plan and the CSE. The granting of incentive stock options allows the Company to reward the director’s efforts to increase the value for shareholders without requiring the Company to use cash from its treasury. The terms and conditions of the incentive stock option grants including vesting provisions and exercise prices are governed by the terms of

D-51

D-52 -

the Nexus Plan as described herein. The directors will be reimbursed for actual expenses incurred in connection with the performance of their duties as directors.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs or directors at, following, or in connection with retirement.

No other elements of compensation were awarded to, earned by, paid or payable to the NEOs or directors in the most recently completed financial year ended November 30, 2024.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

There exists no indebtedness of the directors or executive officers of Nexus or any of their associates, to Nexus, nor is any indebtedness of any of such persons to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Nexus.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of directors or executive officers of Nexus, of any shareholder who beneficially owns or exercises control or direction over, directly or indirectly, more than 10% of the outstanding Nexus Shares, or any other Informed Person (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) or any known associate or affiliate of such persons or companies, in any transaction within the two most recently completed financial years or during the current financial that has materially affected or would materially affect Nexus or any of its subsidiaries.

AUDIT COMMITTEE

Pursuant to the Section 224(1) of the BCBCA and National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”), Nexus is required to have an audit committee (the “Audit Committee”) comprised of not less than three directors, a majority of whom are not officers, control persons or employees of Nexus or an affiliate of Nexus. NI 52-110 requires Nexus as a venture issuer, to disclose annually its information circular certain information concerning the composition of the Audit Committee and its relationship with its independent auditor, as set forth below.

Audit Committee Charter

The Audit Committee’s charter is attached as Exhibit “A” to this Appendix “D”.

Composition of Audit Committee and Independence

Nexus’ Audit Committee is composed of the following:

Name	Independence^{(1)}	Financial Literacy^{(2)}
Jordon Witham-Carrol	Independent	Financially Literate
Warren Robb^{(3)}	Not Independent	Financially Literate

D-52

D-53 -

Ben Hinkle	Independent	Financially Literate

Notes:

(1) A member of an audit committee is independent if, in addition to meeting other regulatory requirements, the member has no direct or indirect material relationship with Nexus, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment pursuant to NI 52-110.

(2) An individual is financially literate if they have the ability to read and understand a set of financial statements that present a breadth 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 Nexus’ financial statements.

(3) Warren Robb is the chair of the Audit Committee.

Relevant Education and Experience

Each member of Nexus’ Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by Nexus to prepare its financial statements and the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;

(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Nexus’ financial statements, or experience actively supervising individuals engaged in such activities; and

See “Directors and Executive Officers” for further details of each audit committee member’s relevant experience.

Audit Committee Oversight

At no time since the commencement of Nexus’ most recently completed financial period, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Nexus Board.

Reliance on Certain Exemptions

Since the commencement of Nexus’ most recently completed financial year, Nexus has not relied on the exemptions contained in Section 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6), or Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

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

D-53

D-54 -

Audit Fees

Set forth below are details of certain service fees paid to Nexus’ external auditor, Manning Elliott LLP, for audit services rendered in the last two fiscal years:

Nature of Services	2024	2023
Audit Fees^{(1)}	$76,748	$40,000
Audit-Related Fees^{(2)}	Nil	Nil
Tax Fees^{(3)}	Nil	Nil
All Other Fees^{(4)}	Nil	Nil

TOTAL: $76,748 $40,000

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of Nexus’ financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(4) “All Other Fees” include all other non-audit services.

CORPORATE GOVERNANCE DISCLOSURE

The Nexus Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201- Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as Nexus. In addition, NI 58-101 prescribes certain disclosure by Nexus of its corporate governance practices. This disclosure, as it applies Nexus, is presented below.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with Nexus. A material relationship is a relationship which could, in the view of the Nexus Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

All members of the Nexus Board are considered to be independent, except for Jeremy Poirier and Warren Robb. Mr. Poirier is not considered to be independent as he is the Chief Executive Officer of Nexus. Mr. Robb is not considered to be independent as he is the Vice President – Exploration of Nexus.

The Nexus Board facilitates its independent supervision over management by having regular board meetings and by establishing and implementing prudent corporate governance policies and procedures.

D-54

D-55 -

The Board has responsibility for the stewardship of the Company including responsibility for strategic planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems.

The Board sets long-term goals and objectives for the Company and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Board may delegate the responsibility for managing the day-to-day affairs of the Company to senior management but will retain a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business. The Board is responsible for protecting shareholders' interests and ensuring that the incentives of the shareholders and of management are aligned.

The Board facilitates its exercise of independent supervision over management by the composition of the Board.

Directorships

The following directors of Nexus are also current directors of other reporting issuers as stated: Name of Director	Name of Other Reporting Issuer
Jeremy Poirier	Grit Metals Corp.
	J4 Ventures Inc.
Jordon Witham-Carroll	J4 Ventures Inc.
Warren Robb	Nexus Metals Corp.
	Nexus Gold Corp.

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for new directors. As required, new directors will have the opportunity to become familiar with the Company by meeting with the other directors, officers and employees and by reviewing the Company's corporate records and corporate governance policies. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board. The Board will continue to look at outside sources to strengthen their skills. The Board members are encouraged to communicate with management, auditors and technical consultants, to keep themselves current with industry trends and developments and changes in legislation with management's assistance, and to attend related industry seminars.

D-55

D-56 -

Assessments

The Nexus board monitors the adequacy of information given to directors, communication between the Nexus board and management and the strategic direction and processes of the Nexus board and its committees.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under applicable corporate legislation, a director is required to act honestly and in good faith with a view to the best interest of the Company and exercise the care, diligence and skill that is reasonably prudent person would exercise in comparable circumstances, and disclosure to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

The Board must also comply with the conflict of interest provisions of the Business Corporations Act (British Columbia), as well as the relevant securities regulatory instruments, to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination and Assessment

The Company does not intend to establish a nominating committee. The Board as a whole will be responsible for filling vacancies on the Board and recommending potential nominees for directors and will use an informal consultative process. The Board will analyze the needs of the Board when vacancies arise and identify and propose new nominees who have the necessary competencies and characteristics to meet those needs. In order to foster an objective nomination process, the independent members of the Board will be encouraged to recommend nominees for the Board.

D-56

D-57 -

The Board has not yet adopted any formal procedures for regularly assessing the effectiveness of the Board, its committees or individual directors with respect to their effectiveness and contributions. Nevertheless, their effectiveness is subjectively measured on an ongoing basis by each director based on their assessment of the performance of the Board, its committees or the individual directors compared to their expectation of performance. In doing so, the contributions of an individual director are informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

Compensation

The Board will conduct reviews of the directors’ and the chief executive officer’s compensation once a year. To make its recommendation on directors’ and the chief executive officer’s compensation, the Board takes into account the types of compensation and the amounts paid to directors and the chief executive officer of comparable publicly traded Canadian companies.

Other Board Committees

The Board has no committees other than the Audit Committee.

Assessments

The CEO of the company communicates with the board members when required. The Board may establish a process to monitor the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of Nexus is Manning Elliott LLP of 1050 W. Pender Street, Vancouver, BC V6E 3S7.

The registrar and transfer agent of the Common Shares is Endeavor Trust Corporation of Suite 702, 777 Hornby St., Vancouver, BC V6Z 1S4.

INTERESTS OF EXPERTS

Nexus’ auditors were Manning Elliott LLP, Chartered Professional Accountants, who prepared an independent auditor’s report dated March 31, 2025 in respect of Nexus’ consolidated financial statements for the years ended November 30, 2024 and 2023. As of the date of this Circular, Manning Elliott LLP has informed Nexus that it is independent of Nexus in accordance with the Code of Professional Conduct of the Chartered Professionals Accountants of British Columbia.

The scientific and technical information described in this Appendix “D” was approved by Warren Robb, a “Qualified Person” as defined in National Instrument 43-101 – Standard of Disclosure for Mineral Projects.

D-57

D-58 -
No director, officer, partner or employee of any of the aforementioned companies and partnerships is currently expected to be elected, appointed or employed as a director, officer or employee of Nexus or of any associates or affiliates of Nexus.

OTHER MATERIAL FACTS

Other than as disclosed herein, to management’s knowledge, there are no further material facts or particulars in respect of the securities previously issued by Nexus that are not already disclosed herein that are necessary to be disclosed for this Schedule to contain full, true and plain disclosure of all material facts relating to such securities.

ADDITIONAL INFORMATION

Additional financial information is provided in the Financial Statements and MD&A of Nexus. Documents affecting the rights of securityholders, along with other information relating to Nexus, may be found on the System for Electronic Document Analysis and Retrieval (SEDAR+), which can be accessed at www.sedarplus.ca, and, upon request, Nexus will promptly provide a copy of any such document free of charge to a Nexus shareholder or Basin shareholder.

D-58

D-59 -

NEXUS URANIUM CORP.

(the "Company")

Exhibit “A”

Audit Committee Charter

(Adopted by the Board of Directors on November 30, 2017)

Mandate and Purpose of the Committee

The Audit Committee (the "Committee") of the board of directors (the "Board") of Nexus Uranium Corp. (the "Corporation") is a standing committee of the Board whose primary function is to assist the Board in fulfilling its oversight responsibilities relating to:

the integrity of the Corporation’s financial statements;
the Corporation’s compliance with legal and regulatory requirements, as they relate to the Corporation’s financial statements;
the qualifications, independence and performance of the Corporation’s auditor;
internal controls and disclosure controls;
the performance of the Corporation’s internal audit function; and
performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

Authority

The Committee has the authority to:

engage and compensate independent counsel and other advisors as it determines necessary or advisable to carry out its duties; and
communicate directly with the Corporation’s auditor.

The Committee has the authority to delegate to individual members or subcommittees of the Committee.

Composition and Expertise

The Committee shall be composed of a minimum of three members, each whom is a director of the Corporation. The Committee shall be comprised of members, a majority of whom are not officers, employees or control persons (as such term is defined in the policies of the CSE.

Committee members shall be appointed annually by the Board at the first meeting of the Board following each annual meeting of shareholders. Committee members hold office until the next annual meeting of shareholders or until they are removed by the Board or cease to be directors of the Corporation.

D-59

D-60 -

The Board shall appoint one member of the Committee to act as Chair of the Committee. If the Chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

Meetings

Any member of the Committee or the auditor may call a meeting of the Committee. The Committee shall meet at least once per year and as many additional times as the Committee deems necessary to carry out its duties. The Chair shall develop and set the Committee’s agenda, in consultation with other members of the Committee, the Board and senior management.

Notice of the time and place of every meeting shall be given in writing to each member of the Committee, at least 72 hours (excluding holidays) prior to the time fixed for such meeting. The Corporation’s auditor shall be given notice of every meeting of the Committee and, at the expense of the Corporation, shall be entitled to attend and be heard thereat. If requested by a member of the Committee, the Corporation’s auditor shall attend every meeting of the Committee held during the term of office of the Corporation’s auditor.

A majority of the Committee shall constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting.

The Committee may invite such directors, officers and employees of the Corporation and advisors as it sees fit from time to time to attend meetings of the Committee.

The Committee shall meet without management present whenever the Committee deems it appropriate.

The Committee shall appoint a Secretary who need not be a director or officer of the Corporation. Minutes of the meetings of the Committee shall be recorded and maintained by the Secretary and shall be subsequently presented to the Committee for review and approval.

Committee and Charter Review

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter. The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

The Committee shall also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any guidelines recommended by regulators or the CSE and shall recommend changes to the Board thereon.

D-60

D-61 -

Reporting to the Board

The Committee shall report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

Duties and Responsibilities Financial Reporting

The Committee is responsible for reviewing and recommending approval to the Board of the Corporation’s annual and interim financial statements, MD&A and related news releases, before they are released. The Committee is also responsible for:

(a) being satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in the preceding paragraph, and for periodically assessing the adequacy of those procedures;

(b) if deemed appropriate by the Committee, engaging the Corporation’s auditor to perform a review of the interim financial statements and receiving from the Corporation’s auditor a formal report on the auditor’s review of such interim financial statements;

(c) discussing with management and the Corporation’s auditor the quality of applicable accounting principles and financial reporting standards, not just the acceptability thereof;

(d) discussing with management any significant variances between comparative reporting periods; and

(e) in the course of discussion with management and the Corporation’s auditor, identifying problems or areas of concern and ensuring such matters are satisfactorily resolved.

Auditor

The Committee is responsible for recommending to the Board:

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

(b) the compensation of the Corporation’s auditor.

The Corporation’s auditor reports directly to the Committee. The Committee is directly responsible for overseeing the work of the Corporation’s auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the Corporation’s auditor regarding financial reporting.

Relationship with the Auditor

The Committee is responsible for reviewing the proposed audit plan and proposed audit fees. The Committee is also responsible for:

D-61

D-62 -

(a) establishing effective communication processes with management and the Corporation’s auditor so that it can objectively monitor the quality and effectiveness of the auditor’s relationship with management and the Committee;

(b) receiving and reviewing regular feedback from the auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditor’s final report;

(c) reviewing, at least annually, a report from the auditor on all relationships and engagements for non- audit services that may be reasonably thought to bear on the independence of the auditor; and

(d) meeting in camera with the auditor whenever the Committee deems it appropriate.

Accounting Policies

The Committee is responsible for:

(a) reviewing the Corporation’s accounting policy note to ensure completeness and acceptability with applicable accounting principles and financial reporting standards as part of the approval of the financial statements;

(b) discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;

(c) reviewing with management and the auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;

(d) discussing with management and the auditor the acceptability, degree of aggressiveness/conservatism and quality of underlying accounting policies and key estimates and judgments; and

(e) discussing with management and the auditor the clarity and completeness of the Corporation’s financial disclosures.

Risk and Uncertainty

The Committee is responsible for reviewing, as part of its approval of the financial statements:

(a) uncertainty notes and disclosures; and

(b) MD&A disclosures.

The Committee, in consultation with management, will identify the principal business risks and decide on the Corporation’s “appetite” for risk. The Committee is responsible for reviewing related risk management policies and recommending such policies for approval by the Board and, once approved by the Board, overseeing the implementation and ongoing monitoring of such policies.

D-62

D-63 -

The Committee is responsible for requesting the auditor’s opinion of management’s assessment of significant risks facing the Corporation and how effectively they are managed or controlled.

Controls and Control Deviations

The Committee is responsible for reviewing:

(a) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
(b) major points contained in the auditor’s management letter resulting from control evaluation and testing.

The Committee is also responsible for receiving reports from management when significant control deviations occur.

Compliance with Laws and Regulations

The Committee is responsible for reviewing regular reports from management and others (e.g. auditors) concerning the Corporation’s compliance with financial related laws and regulations, such as: tax and financial reporting laws and regulations; legal withholdings requirements; environmental protection laws; and other matters for which directors face liability exposure.

Non-Audit Services

All non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s auditor must be pre-approved by the Committee.

Submission Systems and Treatment of Complaints

The Committee is responsible for establishing procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

The Committee is responsible for reviewing and approving the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Corporation.

D-63

APPENDIX E – INFORMATION CONCERNING SPINCO

CORPORATE STRUCTURE ... E-1
Intercorporate Relationships ... E-1
GENERAL DEVELOPMENT OF SPINCO’S BUSINESS ... E-1
Business and History of Spinco ... E-1
Spinout Assets ... E-2
General ... E-3
Summary of Technical Report ... E-4
AVAILABLE FUNDS AND PRINCIPAL PURPOSES ... E-16
Available Funds ... E-16
Principal Purposes ... E-16
BUSINESS OBJECTIVES AND MILESTONES ... E-16
SELECTED FINANCIAL INFORMATION ... E-17
Financial Statements ... E-17
Selected Unaudited Pro Forma Financial Information ... E-17
MANAGEMENT’S DISCUSSION AND ANALYSIS ... E-18
DESCRIPTION OF SECURITIES DISTRIBUTED ... E-21
Spinco Shares ... E-21
Stock Options ... E-21
DIVIDENDS OR DISTRIBUTIONS ... E-22
CONSOLIDATED CAPITALIZATION ... E-22
OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES OF SPINCO ... E-22
Stock Option Plan ... E-22
Warrants ... E-24
PRIOR SALES ... E-24
ESCROWED SECURITIES ... E-24
PRINCIPAL SECURITYHOLDERS ... E-24
DIRECTORS AND EXECUTIVE OFFICERS ... E-24
Name, Address, Occupation and Security Holdings ... E-24
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS ... E-26
Corporate Cease Trade Orders ... E-26
Bankruptcy ... E-26

Penalties and Sanctions...E-27
Conflicts of Interest...E-27

EXECUTIVE COMPENSATION...E-27
Compensation Discussion and Analysis...E-27
Long Term Incentive Plan...E-28
Option-Based Awards...E-28

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...E-28

CORPORATE GOVERNANCE...E-28
Board of Directors...E-28
Other Directorships...E-29
Orientation and Continuing Education...E-29
Ethical Business Conduct...E-30
Nomination of Directors...E-30
Compensation...E-31
Board Committees...E-31
Assessments...E-31

AUDIT COMMITTEE...E-32
Audit Committee Charter...E-32
Audit Committee Members...E-32
Relevant Education and Experience...E-32
Pre-Approved Policies and Procedures for Non-Audit Services...E-33
External Auditor Service Fees...E-33

RISKS ASSOCIATED WITH SPINCO...E-34
Listing of Spinco Shares...E-34
Qualification under the Tax Act for a Registered Plan...E-34
Transfer of Option Agreement from Basin to Spinco...E-34
Limited Business History...E-35
Unknown Environmental Risks for Past Activities...E-35
Indemnified Liability Risk...E-35
Sale of Spinco Shares by Basin as Funding for its Canadian withholding tax obligations, if required...E-35
Acquisitions and Joint Ventures...E-36
Additional Financing and Dilution...E-36
No History of Mineral Production or Mining Operations...E-37
Economics of Developing Mineral Properties...E-37

Factors Beyond the Control of Spinco...E-38
Regulatory Requirements...E-38
Insurance...E-39
Environmental Risks and Hazards...E-39
Costs of Land Reclamation Risk...E-40
No Assurance of Title to Property...E-40
Dependence on Key Individuals...E-40
Risk of Amendments to Laws...E-40
Conflicts of Interest...E-41
Influence of Third Party Stakeholders...E-41
Fluctuation in Market Value of Spinco Shares...E-41
Substantial Number of Authorized but Unissued Spinco Shares...E-41
PROMOTERS...E-42
LEGAL PROCEEDINGS...E-42
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...E-42
AUDITORS, TRANSFER AGENTS AND REGISTRARS...E-43
INTERESTS OF EXPERTS...E-43
MATERIAL CONTRACTS...E-43
OTHER MATERIAL FACTS...E-44
FINANCIAL STATEMENTS...E-44

The following is a summary of Spinco, its business and operations, which should be read together with the more detailed information and financial data and statements contained elsewhere in the management information circular (the "Circular") of Basin Uranium Corp. ("Basin"), to which this Appendix "E" is attached. The information contained in this Appendix, unless otherwise indicated, is given as of August 1, 2025.

All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms in the "Glossary of Terms" or elsewhere in the Circular. Unless otherwise indicated herein, references to “$”, “Cdn$” or “Canadian dollars” are to Canadian dollars, references to “US$” or “U.S. dollars” are to United States dollars. See “Currency and Exchange Rates” in the Circular. See also in the Circular “Cautionary Note Regarding Forward-Looking Statements and Risks”.

CORPORATE STRUCTURE

Blade Resources Inc. ("Spinco") was incorporated pursuant to the Business Corporations Act (British Columbia) on January 19, 2024. Spinco is not currently a reporting issuer and its common shares (the "Spinco Shares") are not listed or quoted for trading on any stock exchange. Upon completion of the Arrangement, Spinco will apply to become a reporting issuer in British Columbia, Ontario and Alberta. See in this Appendix "E" – "General Development of Spinco's Business" and "Risks Associated with Spinco".

Spinco's head office is located at Suite 503 – 905 West Pender Street, Vancouver, BC, V6C 1L6. Spinco's registered and records office is located at Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7.

Intercorporate Relationships

Spinco has no subsidiaries.

GENERAL DEVELOPMENT OF SPINCO'S BUSINESS

Business and History of Spinco

Under the terms of the Arrangement, Spinco will acquire, prior to the Effective Time, (i) the Basin Spinout Assets from Basin; and (ii) the Nexus Gold Assets (collectively with the Basin Spinout Assets, the "Spinout Assets") from Nexus, subject to the terms and conditions contained in the Arrangement Agreement, the Spinout Transfer Agreement, and the Transfer Agreement, as applicable.

Spinco was incorporated on January 19, 2024 and is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious metal properties of merit and to conduct its exploration programs. Further to these objectives, Spinco is expected to be the assignee to an option agreement dated March 23, 2020, as amended on May 29, 2025 (the "CHG Option Agreement"), between Basin and Cariboo Rose Resources Ltd. ("Cariboo") pursuant to which Spinco will be able to acquire a 70% interest in the CHG Project (as defined below). Pursuant to the terms of the CHG Option Agreement, Spinco will make graduated payments to Cariboo totaling $110,000 in cash and $110,000 in cash or Share

equivalents, along with expenditures totaling $1,000,000 prior to December 31, 2028 for an exclusive option to acquire a 60% earned interest in and to the CHG Project and up to an additional 10% earned interest with a feasibility study and an additional $500,000 cash payment to Cariboo as outlined in the CHG Option Agreement. Following the completion of the Arrangement, it is the current intention of Spinco to seek a listing of the Spinco Shares on a recognized Canadian stock exchange.

See in the Circular, “The Meeting – The Arrangement”. See in this Appendix “E” – “Available Funds and Principal Purposes”, “Management’s Discussion and Analysis”, “Consolidated Capitalization” and “Promoters”.

For a discussion regarding the current status of exploration of the Spinout Assets, see this Appendix “E” – “Spinout Assets”.

Spinout Assets

The following is a summary of the agreements related to the transfer to Spinco of the Spinout Assets.

Under the terms of the Arrangement, the Spinout Assets are to be acquired by Spinco pursuant to the Spinout Transfer Agreement to be entered into between Basin and Spinco, and the Transfer Agreements (collectively with the Spinout Transfer Agreement, the “Spinco Transfer Agreements”) entered into between Nexus and Spinco, prior to the Effective Time.

In exchange for the Basin Spinout Assets being transferred from Basin to Spinco, Spinco will issue 3,000,000 Spinco Shares, which Basin will then distribute to the Basin Shareholders pursuant to the Plan of Arrangement. The Basin Spinout Assets are as follows:

Carbonate Hosted Gold Project (the “CHG Project”) (BC Canada), which consists of nine mineral claims (4,761 hectares) located northwest of the town of Clinton in south-central British Columbia. The CHG claim block is centered at 586612E, 5671163N.

Tenure #	Claim Name	Date Staked	Good To Date	Area (ha)	Owner
1071867	TRUE NORTH	October 17, 2019	December 31, 2028	162	CARIBOO ROSE RESOURCES LTD.
1071728	JASPEROID	October 11, 2019	December 31, 2028	567	CARIBOO ROSE RESOURCES LTD.
1022136	GOLDEN SPURS	September 6, 2013	December 31, 2028	952	CARIBOO ROSE RESOURCES LTD.
1064403	GOLDEN GOOSE	November 10, 2018	December 31, 2028	243	CARIBOO ROSE RESOURCES LTD.
1022137	SILVER SPURS	September 6, 2013	December 31, 2028	1,196	CARIBOO ROSE RESOURCES LTD.
1071731	MANGANESE	October 11, 2019	December 31, 2028	182	CARIBOO ROSE RESOURCES LTD.
1076270	DAWSON GOLD	May 21, 2020	December 31, 2028	304	CARIBOO ROSE RESOURCES LTD
1100316	EASTSIDE	January 6, 2023	December 31, 2028	912	CARIBOO ROSE RESOURCES LTD

Tenure #	Claim Name	Date Staked	Good To Date	Area (ha)	Owner
1103098	WHATSUP	March 16, 2023	December 31, 2028	243	CARIBOO ROSE RESOURCES LTD
Total				4,761

In consideration for the Nexus Assets being transferred from Nexus to Spinco, Spinco will issue 2,000,000 Spinco Shares to Nexus. The Nexus Assets are as follows:

The Napoleon Project (BC, Canada), which consists of three mineral claims in the Kamloops mining division of British Columbia, totalling 1,280 hectares, as noted in the table below. See History of Nexus – Mining Properties – Napoleon Project in Appendix “D” of this Circular for further details.

Title Number	Claim Name	Owner	Title Type	Title Sub Type	Map Number	Issue Date	Good to Date	Status	Area (ha)
1101300	NAPOLEON 1	287772 (100%)	Mineral	Claim	092P	2023/Jan/27	2026/Dec/24	Good	996
1102418	BONANZA 1	287772 (100%)	Mineral	Claim	092P	2023/Feb/22	2026/Dec/24	Good	81
1103359		287772 (100%)	Mineral	Claim	092P	2023/Mar/29	2026/Dec/24	Good	203

The Yukon Claims, being a portfolio of three projects, the Hy-Jay Project and the VM and VBA Projects, consisting of quartz mining claims in eastern Yukon. See History of Nexus – Mining Properties – Yukon Claims in Appendix “D” of this Circular for further details.

Material Properties

CHG Project

General

Bruce Lawrence Laird, P.Geo., self-employed, prepared the Technical Report entitled “Carbonate Hosted Gold Project (CHG)” dated July 15, 2025 (the “Technical Report”) for the CHG Project located northwest of the town of Clinton in south-central British Columbia. Mr. Laird is a Qualified Person and is independent of Spinco. The Technical Report was prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and was issued to Basin with an effective date of July 15, 2025.

Basin Shareholders should consult the Technical Report to obtain further particulars regarding the CHG Project. The Technical Report is incorporated by reference herein and is available for review on the SEDAR website located at www.sedarplus.ca under Basin’s profile. Readers are cautioned that the summary of technical information in the Circular should be read in the context of the qualifying statements, procedures and accompanying discussion within the complete Technical

Report and the summary provided herein is qualified in its entirety by the Technical Report. Capitalized and abbreviated terms appearing in this section and not otherwise defined herein have the meaning ascribed to such terms in the Technical Report.

Summary of Technical Report

Property Location, Description and Access

The early-stage exploration CHG Project consisting of nine mineral claims (4,761 hectares) is located approximately 15 kilometres northwest of the town of Clinton in south-central British Columbia. Clinton is located 225 kilometers northeast of the City of Vancouver and is a local supply centre for local logging and ranching activities. This area of British Columbia is semi-arid and supports vegetation dominated by ponderosa pine, Douglas fir, lodgepole pine and open grassland.

Cariboo holds a 100% interest in these claims which have no underlying royalties or encumbrances. On March 23, 2020, the claims were optioned to Basin. Mr. Laird is not aware of any unspecified risks which could affect these titles or access to them. All claims are currently valid until December 31, 2028. For a summary of the claim tenures for the CHG Project, see this Appendix “E” – “Spinout Assets”.

Figures 1 and 2: Location Map and Claim Map

Access to the property is via a network of well-maintained logging roads that extend from the Big Bar Lake Road which itself runs west from Highway 97 approximately 10 kilometers northeast of

E-4

Clinton. Winter snow accumulation would require clearing of logging roads in the project area unless logging activity was ongoing. At an early stage of exploration, such as is currently the case, field work is best completed between early April and mid-November.

Elevations within the area vary from 900 metres (±3,000 feet) to 2,000 metres (±6,500 feet) with elevation rising in a series of flat slopes that progressively steepen in a series of increments from the northeast to southwest until reaching the base of the limestone ridges at an elevation of approximately 1,600 metres (±5,500 feet). The lower elevations are extensively till covered and are shown on regional geology maps as being underlain by Miocene age basalt. Bedrock exposure is extremely limited below outcrops of the limestone dominated Marble Range.

Numerous water courses are indicated on topographic maps but most, when field checked, were determined to be seasonal or nonexistent. Clinton Creek, Fifty-seven Mile Creek, Man Creek, and a few others (some unnamed) maintain a continuous flow (west to east) and have deeply incised the overlying till cover.

Figure 3: Access Map

In British Columbia, the holder of a mineral claim must perform a required amount of work per year or pay cash in lieu of that work to the Provincial Government. Work is reported in a Statement of Work and supported by an assessment report filed with the government. The schedule of work requirements or cash in lieu payments is as follows:

Mineral Claim – Work Requirement:

$5 per hectare for anniversary years 1 and 2;
$10 per hectare for anniversary years 3 and 4;

E-5

• $15 per hectare for anniversary years 5 and 6; and
• $20 per hectare for subsequent anniversary years.

Mineral Claim – Cash-in-lieu of work:
• $10 per hectare for anniversary years 1 and 2;
• $20 per hectare for anniversary years 3 and 4;
• $30 per hectare for anniversary years 5 and 6; and
• $40 per hectare for subsequent anniversary years.

In British Columbia, Notices of Work authorizations (Exploration Permits) are required when surface disturbance is a consequence of the exploration activity. Cariboo has a multiyear, area-based exploration permit (MX-4-746) that includes geophysical grid work, trenching and drilling (the “Permit”). This Permit is valid until October 2025 and a new five (5) year Permit has been applied for and is currently with the BC Government in the application process.

Aboriginal land claims are still unresolved in this area, though no settlements, current or historic, or archeologically significant sites are documented on the claims. As part of the permitting process, Cariboo has conducted consultations with local First Nations. The CHG Project is adjacent to the Marble Range Provincial Park. Notably, logging has occurred immediately adjacent to the park boundary as recently as 2019 and mining (limestone quarries) were active on the western park boundary until 2016. The performance of exploration work adjacent to the Marble Range Provincial Park is not anticipated to be a problem.

There are no known environmental issues concerning the claims which are located entirely on provincially owned land. There are no significant factors or risks other than noted in the technical report that may affect access, title, the right or the ability to perform work on the CHG Project.

Geological Setting, Mineralization and Deposit Types

The Cache Creek Group of rocks (Cache Creek Terrane) located in interior British Columbia extends approximately 1,800 km in a northwesterly orientation through the province. Accretion of Cache Creek to the Stikinia–Quesnellia oceanic island arc terrane(s) occurred about 230 Ma. Subsequent collision with the North American Craton occurred at about 180 Ma with subduction with the North American continent continuous from 180 to 150 Ma. During the Late Cretaceous to Eocene periods, dextral strike-slip faulting occurred along the eastern boundary of the Cache Creek Terrane (particularly along the Pinchi Fault Zone).

Ken Shannon, in a 1982 M.Sc. thesis (UBC), provides some insight into the basin characteristics of these rocks in the extent between Cache Creek village and Clinton village. Shannon references paleontologist W.R. Danner (UBC – per com) who concludes that the carbonate rocks of the Cache Creek Group here formed as carbonate banks on a volcanic to sedimentary substrate in tropical waters. Shannon divides the Cache Creek Group into three divisions; a mélange unit overlain by a greenstone unit and the Marble Canyon Formation (predominantly limestone) along a shallow

E-6

thrust contact. A fourth unit, serpentine, crops out periodically in all divisions as slivers in fault breaks.

The mélange is comprised of blocks of limestone, greenstone, chert, greywacke, gabbro, serpentine and felsic tuff in a sheared matrix of carbonaceous argillite and phyllite.

Mr. Shannon concludes that the greenstone unit is dominantly basalt (sometimes pillowed) and volcaniclastic (debris flow) material with lesser components of ribbon chert and phyllite.

The Marble Canyon Formation is described as predominantly limestone with lesser andesite, chert and argillite. In one location Shannon notes the occurrence of shallow water oolites occurring with deep water radiolarian limestone. He proposes that a steep marine slope may have allowed these shallow water oolites to slide down into a deep-water basin. Upwards of ten per cent of the carbonate is dolomite.

Mineral occurrences are relatively unknown in this area which has resulted in only sparse exploration activity. Two mineral occurrences of interest are deposits of manganese occurring respectively southwest and northwest of the village of Clinton which are briefly described in publications by the Department of Energy, Mines and Resources, Ottawa.

The first occurrence, Clinton Manganese #4 (Minfile # 092P151), located 5.8 kilometres southwest of Clinton, is described as a roughly 15m stratiform exposure of manganese mineralization hosted in cherty quartzite and schists of the Cache Creek Group. A 3 metre open-cut at the north end of the exposure containing rock, with pyrolusite in vertical stringers to 2 centimetres wide. A 3.1 metre sample assayed 15.8% manganese.

The second occurrence Clinton Manganese #1 (Minfile # 092P083; claim # 1,071,731), is located in the southeast corner of the Carlinton Claim Group. GSC Memoir 118, dated 1921 (page 95) describes the "ores" as being exposed in an open cut 11.6 metres long, 1.2 metres wide and 2 metres deep. The "ore" occurs in a 6 metre thick layer consisting of "blueish-grey" dense quartzite cut by quartz stringers and impregnated in an irregular manner with black manganite. Host rocks are argillites and quartzites (chert?) of the Cache Creek Complex. Bedding strikes at 305o, dipping 40o to 70o southwest. Quartz veins associated with clay are described as trending 330o and dipping to the east. A sample across the lower 15 feet of quartzite adjacent to the fault assayed 7.57 % manganese, 82.57 % silica and 0.018 % phosphorus. The showing was trenched and sampled sometime early in the last century, possibly during the First World War. There is no indication in the memoir whether or not gold was assayed for.

E-7

Figure 4: Regional Geology Map

More research has been published on the Carlin deposits than the other carbonate hosted deposits and consequently the Carlin descriptions provide the most useable criteria on which to build a more general carbonate hosted Orogenic Gold model.

The presence of carbonate encourages a neutral to basic pH condition and encourages a reducing condition. In a neutral to basic reduced fluid (often containing bisulphide) gold is somewhat soluble and tends to remain in solution. This allows extensive fluid-rock interaction to occur capturing gold in the fluid and keeping it dissolved until a focused chemical or physical trap causes precipitation (such as the encounter of an oxidizing event or a change in pressure and or temperature). The presence of carbonaceous material in the succession (bitumen and graphite etc.) is thought to further influence a reducing environment. Migration of the fluid resident in the strata is believed to be initiated when a convective hydrothermal cell develops which is often related to an intrusive, volcanic or metamorphic event.

Carlin deposits are preferentially located in a stratigraphic setting that is often described as the slope and basin carbonate succession dominated by limestone and thin bedded limy shale and siltstone (so called dirty carbonate) developed on the edge of continental crust. Alteration of the carbonate to dolomite is common and may have increased porosity. Structural preparation including faulting and brecciation has been shown to be important to gold deposition.

Arsenic, mercury, antimony and thallium are the elements which behave chemically most like gold and are the most common pathfinder elements. The presence of arsenic bearing minerals such as realgar, orpiment, arsenopyrite and arsenian pyrite as well as antimony bearing stibnite and mercury bearing cinnabar are positive indicators. Sulfidation, whereby sulfur scavenged by the fluid reacts with iron sourced from ferro-magnesium silicate minerals, to produce pyrite appears to be an important process. This is particularly so when some substitution of arsenic for iron has occurred on the surface faces of pyrite to form arsenian pyrite. It is believed that gold present in the hydrothermal fluid subsequently goes into solid solution with the surface concentrations of arsenic contributing to the most significant areas of gold mineralization. Barium occurring as barite is also often in close association with Carlin type deposits.

Silicification is usually an important alteration event. Jasperoids (silicified limestone) are common and can either occur directly at the orebody or close to it (although not all jaspersoids are mineralized). Unmineralized jaspersoids may indicate that ground preparation, evidenced by formerly acidic waters dissolving silica and subsequently precipitating it, has occurred and resulted in the formation of an unmineralized jaspersoid. High grade areas of mineralization may occur as feeder zones to a jaspersoid.

In the Carlin model, thrust faults due to compressional tectonics occur along long lived fault systems. These faults are often deeply seated and provide a conduit for hydrothermal solutions. Slices of serpentine may sometimes exploit deep penetrating faults and provide evidence of their existence. Proximity to thrust faults, their subsidiary splay faults and crosscutting normal faults, constitute favorable target areas (Vikre et al, 1997).

History

The CHG Project was originally staked by Cariboo on the basis of historical references to gold mineralization discovered in rocks and stream sediments in the Clinton area (Dawson, 1895; Soues, 1898; Longe, 1986). Neither Mr. Laird nor Basin has been able to confirm the locations or values from this historical work and they do not represent mineralization found on the CHG Project.

A quotation in what is probably the earliest geological reconnaissance of this area completed by G. M. Dawson of the Geological Survey of Canada in 1895 includes “the discovery of several specimens of rock containing richly auriferous heamatite (hematite), in gravel deposits near Clinton has been noticed. Inquiries made on the spot show that such specimens, consisting of jaspery haematite with quartz, have been found in three separate locations near the west end of the town of Clinton, and one of these, subjected to assay, is reported as yielding gold to the value of $300 to the ton (then at $20.67 per ounce)... It would appear that the eastern edge and the eastern slopes of the Marble Mountains well deserve to be closely examined and searched for the possible origin of the richly gold bearing specimens first alluded to” (Dawson, 1895).

A further reference to early exploration in this area is provided in the 1898 Annual Report to the BC Minister of Mines. F. Soues, Gold Commissioner, reports:

"Some 32 locations (claims staked) have been made on the base of the Marble Mountains, about 8 or 10 miles north-west from Clinton. With one exception there has been no

E-9

development work done on any of them. Assays, I am informed, have been had from surface croppings as high as $30 per ton. Samples from different ledges, which I have seen, may be described as jasper quartz, dark grey quartz with hematite and quartz with associated pyrolusite and manganite".

These historical references have unconfirmed locations and are not indicative of mineralization found to date on the CHG Project. Some regions of the current claim blocks have been staked from time to time by other companies and or individuals. Very little information is available concerning these prior activities.

Between 2013 and 2019, much of the effort of Cariboo was stream sediment sampling with limited rock sampling to identify anomalous watersheds and regions of anomalous character within the watersheds. Various techniques of stream sediment sampling have returned values of 929 ppb Au in a standard stream sediment sample (Man Creek) (Morton, 2013), 1612 ppb Au in a panned silt sample (57 Mile Creek) and a sluiced silt sample reach above the analytical detection limit (Man Creek - same sample site as the above-mentioned standard stream sediment sample) (Morton, 2015A). Prospecting and rock sampling (100 rubble/float samples) has identified silicified and quartz veined hematitic chert/limestone (jasperoid?) float in streams, similar in description to the samples referenced from the late 1890's, however no anomalous values have been found.

At each site samples were processed by sieving the sample through two large sieves affixed to the top of a five gallon pail (-8 mesh on top of -50 mesh). The resulting field sieved sample, two or three kilograms in size, was subsequently divided into four samples all approximately equal in weight. One subsample was submitted directly to the lab as a conventional silt sample. The second subsample, weighing approximately 0.5 kilograms, was later concentrated on a small test aluminum sluice box to yield a concentrated sample (it was attempted visually to produce approximately an equal volume of concentrate from sample to sample). The third subsample was hand panned in a conventional gold pan and the fourth subsample was stored for posterity.

Fifty-six stream sites have been sampled within the CHG Project area and its immediate vicinity. A review of results indicates that a combination of a conventional silt sample and a sluiced sample provides a good indication "of" (or) "of not" a sample site which is anomalous.

A minor amount of prospecting and rock sampling was completed contemporaneously with the collection of silt samples with local soil grids established (1318 samples). Sampling outside the gridded areas is very limited.

The three types of stream sediment samples collected from nine sites analyzed are shown in Table 3 below for comparison. Each sample site has a silt sample, a sluiced silt sample and a panned silt sample i.e. 1632715 (silt sample), 1632815 (sluiced silt sample) and 1632915 (panned silt sample) are from the same site. Gold values greater than 300ppb are indicated in red. Stream sediment samples collected downstream and within the project area may or may not be indicative of mineralization within the project area.

Silt Sample	Gold ppb		Sluiced Silt Sample	Gold ppb		Panned Silt Sample	Gold ppb		East UTM	North UTM
1632713	100.6		1632813	958.9		1632913	1611.9		585893	5676382
1632709	0.5		1632809	307.2		1632909	727.1		585188	5675884

Silt Sample	Gold ppb	Sluiced Silt Sample	Gold ppb	Panned Silt Sample	Gold ppb	East UTM	North UTM
1147358	929.5	1147458	9999.9	1147558	0.1	586736	5672974
1147362	339.3	1147462	582.7	1147562	0.1	586043	5672639
1147369	1.6	1147469	684.3	1147569	943.0	591603	5670555
1147364	471.5	1147464	223.9	1147564	25.8	590747	5670060
1147363	0.1	1147463	1.8	1147563	1084.5	590610	5669904
1147376	0.5	1147476	6.6	1147576	450.7	590517	5669726
1147377	19.7	1147477	741.2	1147577	396.4	590478	5669529

Table 1: Silt, Sluiced Silt and Panned Silt Sites

Soil sampling by Cariboo was of limited success with small local detectable gold found in only a few samples. Given the now known depth of overburden, soil sample results are dubious.

Rock sampling by Cariboo located several interesting hematite stained rock in creeks but none returned significant values. Of note was the discovery of mudstone outcrop northwest of the Basin core whole that terminated in mudstone.

Stream sediment sample sites (including samples each of silt, sluiced silt and panned silt) were generally established at 200 metre increments in active drainages. Soils grids, although somewhat random and influenced by proximity to roads, were generally established with a 400 metre line spacing with samples collected on 50 metre line spacing. Rock samples (most often float or rubble) were sampled as opportunity presented itself generally as a consequence of logging activities. Reconnaissance geological and prospecting traverses were completed concurrently with sample collection.

Exploration

In May of 2020, Basin conducted a five line, 11.05 line kilometre Induced Polarization (IP)/Resistivity/Magnetics survey along existing roads and trails. Due to the discontinuous nature of the survey, the localized conductors discovered remain open. Eight rock samples were collected during this phase of exploration. The geophysics was conducted by Scott Geophysics Ltd of Vancouver BC. Mincord Exploration Consultants Ltd personnel collected the rock samples.

The pole-dipole array was used. Readings were taken at an "a" spacing of 50 metres at "n" separations of 1 to 5(50/1-5). The on line current electrode was located to the east of the potential electrodes on lines 1N, 2N, 4N and 6N, and north of the potential electrodes on line 3E.

Total field magnetometer readings were taken at 12.5 metre intervals and corrected for diurnal variation against a fixed base station cycling at 10 second intervals. GPS readings were taken at each station and at the remote ("infinite") electrode locations, subject to satellite reception. Elevation measurements are barometric altimeter readings, calibrated to GPS altitude at the beginning of each line.

A total of 11.05 kilometres of IP and mag survey were performed.

A GDD GRx8-32 receiver and GDD TxII transmitter (5000 watts) were used for the IP survey. A GEM GSM-19 Overhauser magnetometer was used as a field unit, and a Scintrex ENVI proton

precession magnetometer was used as the base unit for the magnetometer survey. GPS readings were taken with a Garmin GPSMap GPS receiver.

The survey discovered localized resistivity high however due to the widespread recognisance nature of the survey, little can be definitively ascertained. Pseudo sections of the raw data display local anomalies that would be further refined with inversion processing. The identified resistivity highs could later be used as targets for more detailed IP/Resistivity grid surveys. Areas of high resistivity could correspond to zones of silicification. The location of survey lines and resistivity highs are plotted on Figure 7.

Eight rock samples were collected during this phase of exploration. Grab samples of float, rubble or outcrop were placed in numbered poly sample bags with like numbers written on ribbons marking the site. Locations were noted with handheld GPS and rock descriptions noted in field notebook. No significant results were returned.

In 2021, Basin contracted a helicopter-borne VTEM™ time domain electromagnetic and magnetic survey to Geotech Airborne Geophysical Surveys Ltd (Geotech Airborne). A total of 347 line kilometres were flown and identified a number of electromagnetic, total field magnetic and resistivity anomalies.

The most prominent VTEM conductor is in the south central portion of the CHG Project as a 3500 metre long northeast trending, vertically oriented feature ranging from 75 metres below surface to 525 metres below surface. The magnetic anomalies form north northwest trending band along the eastern side of the claims parallel to the trend of the Cache Creek rocks.

In March 2023, Basin completed a seven-hole reverse circulation (RC) drill programme, totalling 375 meters, in an attempt to test the resistivity feature. None of these holes, to maximum depth of 64 metres, successfully penetrated overburden.

In February to March of 2024, Basin drilled one NQ size core hole to a depth of 139 metres. The hole encountered a clay horizon below the glacial till at 120 metres and was abandoned at 139 metres due to high ground water flow and complications with deep overburden.

Challenges to gold exploration in this region include the semi-arid climate which has limited the development of water courses, extensive Pleistocene till cover and Miocene basalt on the eastern and lower elevation regions of the claims. Outcrop is rare. Ground conditions in till and water at or near the bedrock interface have hampered drilling.

As recommended by Geotech Airborne, the 2021 airborne survey should be 3D modeled to assist with drill target definition. This should be followed by an initial five-hole 1,500 metre drill program on the enhanced understanding of the VTEM conductor. The difficult drill conditions previously encountered should provide lessons for future drilling.

Drilling

Two phases of drilling have been conducted by Basin.

2023 Reverse Circulation Drilling

E-12

Basin, in March 2023, completed a seven-hole reverse circulation (RC) drill programme, totalling 375 meters, in an attempt to test the main RDI feature. None of these holes, to maximum depth of 64 metres, successfully penetrated overburden and no samples were collected. Drilling was contracted to Subterra Exploration Ltd of Whitehorse Yukon and was supervised by a geologist from Mincord Exploration Consultants Ltd (Mincord).

Hole ID	Easting	Northing	Elevation (m)	Azimuth	Dip	Depth (m)
CHG-23-01	588726	5667847	1465	320	-50	43.0
CHG-23-02	588726	5667847	1467	320	-85	43.0
CHG-23-03	589042	5668021	1464	135	-85	53.0
CHG-23-04	589631	5668495	1437	320	-85	44.0
CHG-23-05	590272	5668900	1401	255	-85	64.0
CHG-23-06	591044	5669457	1376	55	-85	64.0
CHG-23-07	589287	5667782	1506	180	-85	64.0

2. 2024 Core Drilling

In late February through early March of 2024, a single NQ diamond drill hole was cored as a further test of the main RDI anomaly that was targeted in the 2023 reverse circulation drilling. Challenging ground conditions of deep till overburden and high groundwater flow forced the hole to be abandoned at 139.25 metres.

The top 120.2 metres of the hole encountered glacial till. Competent core starts at 120.2. Grey brown laminated, calcarious clay extends to 139.1 metres. This material may to be similar to outcrops found on the lower slopes of the Marble Range.

Drilling was contracted to Paradigm Drilling Ltd. of Kamloops, British Columbia. No significant results were returned from any of the samples in the hole. The drill work was overseen by ALS Goldspot Consultants of Kamloops BC, while the core was logged and sampled by Mincord.

Table 2: Reverse Circulation Drilling

Hole ID	Easting	Northing	Elevation (m)	Azimuth	Dip	Depth (m)
CHG24-01	588737	5667876	1469	26	-70	139.25

Table 3: Core Drilling

Sample Preparation, Analyses and Security

Rock Samples

Rock samples, generally float and rubble, were selected so as to be representative of the bulk of rubble or outcrop proximal to them. The samples were broken with one half placed in a plastic sample bag along with a sample number written on a piece of ribbon with a felt marker or in some cases a sample tag provided by the lab. The other half of the sample was forwarded to the project geologist to describe. A location was determined using a hand held GPS unit.

At the lab rock samples were crushed to produce a sub sample and then pulverized until 70% passed a -10 mesh screen. Samples were analyzed using an aqua regia digestion on a 15 gram sub sample using multi-element ICP-MS procedures for 36 elements.

2. Core Samples

The core was transferred from the drill site after the completion of the hole, to Mincord's core facility in Horsefly BC. The core was logged by Mincord a geologist and samples were cut with a core saw. The entire length of the hole was sampled on mainly 2 metre intervals. Half core was retained in the core box with the other half placed in individually numbered sample bags for analysis.

The samples were kept in the custody of the geologist and delivered to MSA Labs' Langley, BC facility for analysis. The samples were dried, crushed to 70% passing 2mm and a 250 gramme split was pulverized to 85% passing micron (code PRP 910). ICP analysis was conducted under code ICP-130; aqua regia digestion for 35 element ICP-ES. Gold was analyzed using a 30g sample for Fire Assay with AAS finish (code FAS-111).

Only one sample of certified reference material was inserted in the 13 samples collected. MSA Labs reported insufficient sample for the gold analysis so no comparison can be made for this reference material.

There is no relationship between Mr. Laird, MSA Labs, Cariboo or Basin/Spinco.

Mr. Laird is satisfied that sample preparation, analytical procedures and security measures employed were appropriate and adequate for the limited sampling of the program.

Quality Control and Quality Assurance (QA/QC)

In Mr. Laird's opinion, the programs run by Cariboo and Basin have been professionally managed according to accepted industry. As is standard for an early-stage exploration project, no standards or blank samples for quality control were inserted into the sample shipments by Cariboo. Cariboo did not perform quality control checks of sampling. Mr. Laird has randomly checked original lab certificates against the Cariboo / Basin data base to confirm the database.

Mr. Laird is satisfied and verifies that the quality control procedures for work done at the CHG Project between 2013 and 2020 are consistent with industry standards for an early stage exploration and that the data described in this report for those years can be relied upon. Historical data, due to age and inconsistent reporting are only reported as part of the history of work on or around the CHG Project and should not be relied upon.

E-14

E-15

Other Properties

On July 17, 2025, Spinco and Nexus entered into the Transfer Agreement, pursuant to which Nexus agreed to transfer its Napoleon Project and Yukon Claims to Spinco in exchange for 2,000,000 Spinco Shares. Nexus will effect the property transfers with the respective mining registries, pursuant to the Transfer Agreement, prior to the Effective Date. In the event that the Arrangement does not complete, it is a term of the Transfer Agreement that Spinco will return the Napoleon Project and Yukon Claims to Nexus, and Nexus will return the Spinco Shares to Spinco.

See in this Appendix “E” – “General Development of Spinco’s Business” – “Spinout Assets” and Appendix “D” to this Circular for additional disclosure regarding the Napoleon Project and the Yukon Claims. Below is a brief description of each project:

Napoleon Project

The Napoleon Project comprises 1,280 hectares located in the Kamloops mining division approximately 35 kilometers northwest of the city of Kamloops, B.C. The property has no underlying royalties.

Yukon Claims

The Yukon Claims are comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt. This belt of favourable stratigraphy, comprised of Upper Proterozoic to Lower Cambrian Hyland Group, is host to several high-grade, sediment-hosted orogenic gold vein occurrences.

E-16

AVAILABLE FUNDS AND PRINCIPAL PURPOSES

Available Funds

Pursuant to the terms of the Arrangement Agreement, assuming completion of the Arrangement, it is anticipated that Spinco will have available cash of approximately $500,000.

See in this Appendix “E” – “Management’s Discussion and Analysis” – “Overall Performance”, “Liquidity and Capital Resources and Requirements” and “Proposed Transactions”; and see in the Circular, “The Meeting – The Arrangement – Principal Steps of the Arrangement”.

Principal Purposes

The following table summarizes expenditures anticipated by Spinco required to achieve its business objectives during the 12 months following completion of the Arrangement and the proposed listing of the Spinco Shares on a recognized Canadian stock exchange (see in this Appendix “E” – “Business Objectives and Milestones”, which follows).

Principal purpose	Amount
Project expenditures on the CHG Project(1)	$30,000
Project expenditures on the Napoleon and Yukon Projects(2)	$25,000
General & administrative expenses for 12 months	$145,000(3)
Unallocated working capital	$300,000
Total:	$500,000(3)

(1) For more information, see in this Appendix “E” – “Material Properties” – “CHG Project” – “Summary of the Technical Report”.
(2) For more information, see in Appendix “D” – “Description of the Business” – “History of Nexus” – “Napoleon Project, British Columbia” and “Yukon Claims, Yukon”.
(3) Spinco anticipates raising additional capital over the next 12 months.

Spinco intends to spend the funds available to it as stated in the table above. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary for Spinco to achieve its objectives or to pursue other exploration and development opportunities. See “Risks Associated with Spinco”.

BUSINESS OBJECTIVES AND MILESTONES

With the funds available to it as described above under the heading “Available Funds and Principal Purposes”, Spinco intends to continue business a Canadian mineral exploration company focused on developing high quality mineral assets globally. Spinco will hold three highly prospective gold exploration projects located in BC and the Yukon, including the CHG Project. Spinco plans to systematically explore and develop these projects while actively looking to add to its project portfolio.

E-17

SELECTED FINANCIAL INFORMATION

Financial Statements

Included as Appendix “K” to the Circular are audited financial statements of Spinco for the period from its incorporation on January 19, 2024 to May 31, 2024, comprised of a statement of comprehensive income, a statement of changes in equity, a statement of cash flows, a statement of financial position and notes to such statements. The financial statements of Spinco were prepared in accordance with IFRS. Included as Appendix “L” to this Circular are the management’s discussion and analysis of Spinco for the same period.

Upon completion of the Arrangement, the CHG Project will form the primary business of Spinco. As a result, included as Appendix “M” to the Circular are the audited carve-out financial statements in respect of the Spinout Assets for the financial years ended May 31, 2024 and 2023, comprised of a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the years ended May 31, 2024 and 2023; a statement of financial position for the years ended May 31, 2024 and 2023; and notes to such statements.

Included as Appendix “O” to the Circular are the unaudited pro forma consolidated financial statements of Spinco in respect of Spinco after giving effect to the Arrangement and the acquisition by Spinco of the Spinco Assets comprised of pro forma balance sheet as at February 28, 2025.

Selected Unaudited Pro Forma Financial Information

The following tables set out selected unaudited pro forma consolidated financial information for Spinco as at February 28, 2025, all of which is qualified by the more detailed information contained in the unaudited pro forma consolidated financial statements of Spinco as at February 28, 2025 included as Appendix “O” to the Circular.

Blade Resources Inc.

Selected Pro-Forma Consolidated Financial Statement Information Balance Sheet as at February 28, 2025 (Unaudited)

Assets
Current Assets
Cash and cash equivalents	$0
Other current assets	$0
Total Current Assets	$0

Exploration and evaluation asset	$791,170
Total Assets	$791,170

Liabilities and Shareholders’ Equity
Total current liabilities	$0
Total shareholders’ equity	$791,170
Total Liabilities and Shareholders’ Equity	$791,170

E-18

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management's Discussion and Analysis ("MD&A") is as at August 1, 2025 and covers the period from Spinco's incorporation to February 28, 2025. It includes financial information from, and should be read in conjunction with, the financial statements of the Spinco and the notes thereto, which are attached as Appendix "K" to the Circular, the MD&A of Spinco for the period from Spinco's incorporation to May 31, 2024 attached as Appendix "L" to this Circular, as well as the disclosure contained throughout this Appendix "E" and the Circular. All dollar amounts in this MD&A are expressed in Canadian dollars unless otherwise indicated.

Overall Performance

Spinco was incorporated on January 19, 2024. Spinco's sole business focus has been to effect a planned spin-out of one or more of Basin's properties. To that end, Spinco entered into the Arrangement Agreement with Basin, its sole shareholder, and Nexus (see in the Circular, "The Meeting – The Arrangement"). On July 17, 2025, Spinco entered into the Transfer Agreement with Nexus to acquire the Napoleon Project and the Yukon Claims. Spinco and Basin will, prior to the Effective Date of the Arrangement, enter into property and share transfer agreements with Basin for the acquisition of the Spinco Assets (see in this Appendix "E", "General Development of Spinco's Business – Spinco Assets"). Other than these acquisitions, Spinco has made no significant acquisitions or dispositions since incorporation.

As of the date of this MD&A, Spinco's costs and operations have been funded, to date, by its sole shareholder, Basin. After closing of the Arrangement, Spinco expects to have available funds of approximately $500,000, which management believes will be sufficient for all of Spinco's needs in the first 12 months following listing on a recognized Canadian stock exchange.

See in this Appendix "E" – "Available Funds and Principal Purposes". Spinco may seek to raise additional funds through public or private equity funding, bank debt financing or from other sources.

The financial statements included in the Circular reflect Spinco's start-up costs and initial operations to the date of the respective statements.

Selected Annual Information

The following table sets forth selected financial information with respect to Spinco, which information has been derived from and should be read in conjunction with the audited consolidated financial statements of Spinco for the period from its incorporation on January 19, 2024 to May 31, 2024 (attached to the Circular as Appendix "K").

	Period from incorporation on January 19, 2024 to May 31, 2024 (audited)
Total expenses	$124
Net Loss and comprehensive loss for the period	$124
Basic and diluted loss on a per common share basis	($124)
	As at May 31, 2024(audited)

	Period from incorporation on January 19, 2024 to May 31, 2024 (audited)
Balance Sheet
Current assets	$0.01
Total assets	$0.01
Total liabilities	$124
Shareholders’ equity	($123.99)
Number of common shares outstanding(1)	1

(1) See in this Appendix “E” – “Description of Securities Distributed” and “Prior Sales”. Significant Acquisitions and Significant Dispositions

Other than the acquisition of the Spinco Assets, Spinco has made no significant acquisitions or dispositions since incorporation. See in this Appendix “E” – “General Development of Spinco’s Business”.

Results of Operations

For the period ended May 31, 2024, Spinco had administration expenses of $124, being professional fees incurred in connection with its incorporation.

Liquidity and Capital Resources and Requirements

To date, Spinco’s operations have been funded by Basin, its sole shareholder. As at May 31, 2024, Spinco had share capital of $0.01 and a working capital deficiency of $123.99.

Spinco has no source of revenue, income or cash flow. It is, as of the date of this MD&A, wholly dependent upon its sole shareholder, Basin, for advance of funds or upon raising monies through the sale of Spinco Shares to finance its business operations. Spinco also needs to have adequate working capital for listing purposes, being sufficient funds: i) for exploration of the CHG Project; and ii) to cover a minimum 12 months of general and administrative expenses (estimated to be $145,000 for the first 12 months of operations following completion of the Arrangement and the proposed listing of the Spinco Shares on a recognized Canadian stock exchange). Upon completion of the Arrangement, it is anticipated that Spinco will have available funds of approximately $500,000, which management estimates to be sufficient for all of Spinco’s needs in the first 12 months following listing of the Spinco Shares on a recognized Canadian stock exchange. See in this Appendix “E” – “Available Funds and Principal Purposes” and “Risks Associated With Spinco”.

Transactions with Related Parties

Spinco is party to the Arrangement Agreement (see in the Circular “The Meeting – The Arrangement – The Arrangement Agreement”). Spinco will be party to various property and share transfer and assignment agreements pursuant to which it acquired the Spinco Assets (see in this Appendix “E” – “General Development of Spinco’s Business”, “Promoters” and “Interests of Management and Other in Material Transactions”).

E-19

As at the date of the Circular, Spinco is Basin’s wholly-owned subsidiary and the directors and certain officers of Spinco are also certain of the directors and officers of Basin. See in this Appendix “E” – “Directors and Executive Officers”.

Proposed Transactions

Other than the Arrangement and the Spinco Asset acquisitions proposed to be completed prior thereto, as at the date of this MD&A, Spinco has no proposed asset or business acquisitions or dispositions.

Additional Disclosure for Companies without Significant Revenue

The financial statements included in the Circular as Appendix “K” provide a breakdown of expenses incurred by Spinco for the period ended May 31, 2024.

Disclosure of Outstanding Share Data

Spinco has one class of shares outstanding, being common shares without par value (as previously defined herein, the “Spinco Shares”). As at the date of this MD&A and the date of the Circular, one Spinco Share was issued and outstanding. See in this Appendix “E” – “Description of Securities Distributed”, “Prior Sales” and “Consolidated Capitalization”.

As of the date of this MD&A, Spinco has not granted any incentive stock options under the Spinco Option Plan (as hereinafter defined), or otherwise, nor has it issued any other rights or securities to purchase Spinco Shares. The board of directors of Spinco (the “Spinco Board”) does not intend to grant any incentive stock options until such time following listing as the trading price of the Spinco Shares on a recognized Canadian stock exchange has stabilized such that a fair market value exercise price for options can be determined. See in this Appendix “E” – “Options and Other Rights to Purchase Securities of Spinco”.

Business Risks and Uncertainties

See in this Appendix “E” – “Risks Associated with Spinco” for additional information, risks and uncertainties associated with Spinco, its business and operations, and the Spinco Shares. In addition, see in the Circular, “The Meeting – The Arrangement – Risks Associated with the Arrangement”.

Contractual Obligations

Spinco presently has no contractual obligations other than the Arrangement Agreement as disclosed in this Appendix “E” under “General Development of Spinco’s Business – Other Mining Properties”, “Management Discussion and Analysis – Transactions with Related Parties” and as disclosed in the Circular, and agreements related to the Spinco Assets as disclosed in this Appendix “E” under “General Development of Spinco’s Business – Spinco Assets”.

The Arrangement Agreement provides that Basin shall indemnify Nexus and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Nexus or any of its Representatives may be subject or may suffer as a result of, or arising

E-20

from, any misrepresentation contained in any information included in the Circular that was furnished by Basin, its affiliates and their respective Representatives acting on their behalf, in writing, for inclusion in the Circular, provided such information was accurately reflected in the Circular by Basin. See in this Appendix “E” – “Risks Associated with Spinco – Indemnified Liability Risk”.

Financial Instruments and Risk Management

See Note 3 to Spinco’s audited consolidated financial statements for the period ended May 31, 2024, which are attached as Appendix “K” to, and form part of, the Circular.

Off-Balance Sheet Arrangements

Spinco does not have any off-balance sheet arrangements.

DESCRIPTION OF SECURITIES DISTRIBUTED

Spinco’s authorized share capital consists of an unlimited number of common shares without par value, of which one Spinco Share (held by Basin) is issued and outstanding as fully paid and non-assessable as of the date of the Circular. Assuming completion of the Arrangement and pursuant to its terms, approximately 5,000,001 SpinCo Shares will be issued and outstanding as fully paid and non-assessable on completion of the Arrangement, 3,000,000 of which will be distributed to the former Basin Shareholders. For further details with respect to the distribution of the Spinco Shares on completion of the Arrangement, see in the Circular, “The Meeting – The Arrangement” and “Principal Steps of the Arrangement”, “Procedure for Exchange of Basin Shares”, “No Fractional Shares to be Issued”, “Treatment of Basin Options and Basin Warrants”, “Cancellation of Rights After Six Years” and “Risks Associated with the Arrangement”.

Spinco Shares

Spinco Shares are not subject to any future call or assessment and do not have any pre-emptive, conversion or redemption rights, and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the Spinco Shares, all of which rank equally as to all benefits which might accrue to the holders of the Spinco Shares. All holders of Spinco Shares are entitled to receive a notice of any general meeting to be convened by Spinco. At any general meeting of Spinco, subject to the restrictions on joint registered owners of Spinco Shares, every Shareholder has one vote for each Spinco Share of which he or she is the registered owner. Voting rights may be exercised in person or by proxy.

The holders of Spinco Shares are entitled to share pro rata in any: (i) dividends if, as and when declared by the Spinco Board, and (ii) such assets of Spinco as are distributable to shareholders upon liquidation of Spinco. The aggregate Spinco Shares outstanding upon completion of the Arrangement will be fully paid and non-assessable.

Stock Options

As of the date of the Circular, Spinco has adopted a 10% rolling stock option plan (the “Spinco Option Plan”) effective as of July 29, 2025. The purpose of the Spinco Option Plan is to provide

E-21

Spinco with a share related mechanism to enable Spinco to attract, retain, and motivate qualified directors, officers, employee, and other service providers, to reward directors, officers, employees, and other service providers for their contribution toward the long term goals of Spinco, and to enable and encourage such individuals to acquire Spinco Shares as long term investments.

The Spinco Board does not intend to grant any incentive stock options until the Spinco Shares are listed on a recognized Canadian stock exchange and the trading price of the Spinco Shares is stabilized such that a fair market value exercise price for the options can be determined. See in this Appendix “E” – “Options and Other Rights to Purchase Securities of Spinco – Stock Option Plan”.

DIVIDENDS OR DISTRIBUTIONS

Spinco has not paid dividends since its incorporation. While there are no restrictions precluding Spinco from paying dividends, it has no source of cash flow and anticipates using all available cash resources toward its stated business objectives. At present, Spinco’s policy is to retain earnings, if any, to finance its business operations. The Spinco Board will determine if and when dividends should be declared and paid in the future based on Spinco’s financial position at the relevant time.

CONSOLIDATED CAPITALIZATION

The following table sets out the share and loan capital of Spinco. The table should be read in conjunction with the unaudited pro-forma consolidated financial statements attached as Appendix “O” to the Circular, as well as with the other disclosure contained in this Appendix and in the Circular. See also in this Appendix “E” – “Description of Securities Distributed” and “Prior Sales”.

Capital	Authorized	Amount outstanding as of May 31, 2024^{(1)}	Amount outstanding as of the date of the Circular^{(1)}	Amount outstanding assuming completion of the Arrangement^{(2)}
Spinco Shares	Unlimited	1 share	1 share	5,000,001
Long term debt	N/A	Nil	Nil	Nil

(1) See in this Appendix “F”, “Prior Sales”.
(2) These figures are extracted from the unaudited pro-forma consolidated financial statements of Spinco attached to Appendix “O” to the Circular, which are presented on the basis that the Arrangement completed as at May 31, 2024. See in this Appendix “E” – “Description of Securities Distributed”. See also in the Circular, “The Meeting – The Arrangement – Principal Steps of the Arrangement” and “The Meeting – The Arrangement – Procedure for Exchange of Basin Shares”.

OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES OF SPINCO

Stock Option Plan

The Spinco Board, with the approval of Basin as Spinco’s sole shareholder, has adopted a stock option incentive plan (the “Spinco Option Plan”) effective as of July 29, 2025. The Spinco Option Plan is a rolling stock option plan that sets the number of Spinco Shares issuable under the Spinco Option Plan at a maximum of 10% of the Spinco Shares issued and outstanding at the time of any grant under the Spinco Plan. As of the date of the Circular, Spinco has not granted any incentive stock options under the Spinco Option Plan, or otherwise, nor has it issued any other rights or securities to purchase Spinco Shares, other than the 2,000,000 Spinco Shares it will grant to Nexus

E-22

prior to the Effective Date, pursuant to the Transfer Agreement. The Spinco Board does not intend to grant any incentive stock options until such time following listing of the Spinco Shares on a recognized Canadian stock exchange that the trading price of the Spinco Shares thereon has stabilized, such that a fair market value exercise price for options can be determined.

Summary of the Spinco Option Plan

The Spinco Option Plan reserves for issuance a maximum of 10% of the Spinco Shares at the time of a grant of options under the Spinco Option Plan. The Spinco Option Plan will be administered by the Spinco Board and provide for grants of non-transferable options under the Spinco Option Plan at the discretion of the Spinco Board, to directors, officers, employees, management company employees of, or consultants to, Spinco and its subsidiaries, or their permitted assigns (each an "Eligible Person").

The exercise price of options granted under the Spinco Option Plan will be determined by the Spinco Board. Following listing of the Spinco Shares on a recognized Canadian stock exchange, the exercise price must not be lower than the last closing sales price for the common shares as quoted on the stock exchange for the market trading day immediately prior to the date of grant of the option, less any discount permitted by the stock exchange.

Options to acquire more than 2% of the issued and outstanding Spinco Shares may not be granted to any one consultant in any 12-month period and options to acquire more than an aggregate of 2% of the issued and outstanding Spinco Shares may not be granted to persons employed to provide investor relations activities in any 12-month period. Options granted to acquire more than 5% of the issued and outstanding Spinco Shares may not be granted to any one individual in any 12-month period.

The term of any options granted under the Spinco Option Plan will be fixed by the Spinco Board and may not exceed five (5) years. Should an Eligible Person cease to qualify as an Eligible Person under the Spinco Option Plan prior to expiry of the term of their respective options, those options will terminate at the earlier of (i) the end of the period of time permitted for exercise of the option or, (ii) the 90th day after the option holder ceases to be an Eligible Person for any reason other than death, disability or just cause. If an option holder providing Investor Relations Activities ceases to provide such Investor Relations Activities to Spinco, options granted to such option holder will expire on the 30th day after such cessation. If such cessation as an Eligible Person is on account of disability or death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment for just cause, the options terminate immediately.

The Spinco Option Plan also provides for adjustments to outstanding options in the event of alteration in the capital structure of Spinco, merger or amalgamation involving Spinco or Spinco's entering into a plan of arrangement. Moreover, upon a change of control, all options outstanding under the Spinco Option Plan shall become immediately exercisable.

The directors of Spinco may, at their discretion at the time of any grant, impose a schedule over which period of time options will vest and become exercisable by the optionee; however, for so long as the Spinco Shares are listed, options granted to persons performing investor relations

E-23

activities must vest in stages over a 12-month period with no more than one quarter of the options vesting in any three month period.

Subject to any required approval, the Spinco Board may terminate, suspend or amend the terms of the Spinco Option Plan, provided that for certain amendments, the Spinco Board must obtain shareholder approval, and, where required, Disinterested Shareholder Approval (as such term is defined in the Spinco Option Plan).

Warrants

As of the date of this Circular, Spinco does not have any warrants outstanding.

PRIOR SALES

During the 12 months prior to the date of the Circular, no Spinco Shares have been issued.

See also in this Appendix “E” – “Description of Securities Distributed” and “Consolidated Capitalization”.

ESCROWED SECURITIES

No securities of Spinco are anticipated to be held in escrow following the completion of the Arrangement.

PRINCIPAL SECURITYHOLDERS

As of the date of the Circular, Basin holds 100% of the issued Spinco Shares.

Assuming completion of the Arrangement, and to the knowledge of Spinco’s directors and officers, other than as set out below, no person will beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the then issued Spinco Shares.

Name	Number of Common Shares Owned, or Controlled or Directed, Directly or Indirectly	Approximate Percentage of Total Outstanding Common Shares
Nexus Uranium Corp.	2,000,000	39.99%

DIRECTORS AND EXECUTIVE OFFICERS

Name, Address, Occupation and Security Holdings

As at the date of the Circular, all of the directors of Basin, with the exception of Clayton Olson, are also directors of Spinco, having been elected by Basin, Spinco’s sole shareholder. The directors of Spinco will be elected annually at each annual general meeting of the Spinco shareholders and will hold office until the next annual general meeting unless a director’s office is earlier vacated in accordance with the Articles of Spinco or he or she becomes disqualified to serve as a director. As at the date of the Circular, the directors and executive officers of Spinco hold no Spinco Shares.

E-24

Assuming completion of the Arrangement and based on the number of Basin Shares and securities convertible into Basin Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by all of the directors and officers of Spinco as a group as at the date of the Circular, the number and percentage of Spinco Shares that will be beneficially owned, directly or indirectly, or over which control or direction will be exercised by all of the directors and executive officers of Spinco as a group will be approximately $1.27\%$ of the then issued and outstanding Spinco Shares.

The names, province or state and country of residence, positions and offices, and principal occupations of each of the directors and executive officers of Spinco are as follows:

Name and place of residence	Principal occupation for the past five years(4)	Director and/or Officer since	Number of Spinco Shares beneficially owned, directly or indirectly, or controlled or directed at present(4)
Michael Blady(1)(2)Chief Executive Officer and DirectorBritish Columbia, Canada	President, CEO & Director of Golden Ridge Resources Ltd. from 2017 to presentCEO & Director of Basin Uranium Corp. since November 2021 to presentDirector of Ridgeline Minerals Corp. from January 2020 to present	January 19, 2024	Nil
Lisa EmbreeChief Financial OfficerBritish Columbia, Canada	Controller and Corporate Secretary of Leonard and Co (part-time) from March 2025 to presentChief Financial Officer of Brite Blinds Ltd from October 2024 to February 2025Consultant of OneMedNet Corporation from January 2022 to April 2022Chief Financial Officer of OneMedNet Corporation from October 2022 to August 2024VP of Finance – Fractional of Rayne Clinical Nutrition (part-time) from August 2018 to October 2022Financial Business Consultant of Axine Water Technologies (part-time) from March 2020 to March 2022Chief Financial Officer (part-time) of Advanced Quality Systems Inc. from January 2018 to February 2022Director of Finance (part-time) of Intergalactic Agency Inc. from July 2020 to November 2021	July 30, 2025	Nil
Desmond Balakrishnan(1)(2)(3)Director	Partner at McMillan LLP (formerly, Lang Michener LLP) from 2004 to present	July 30, 2025	Nil

Name and place of residence	Principal occupation for the past five years(4)	Director and/or Officer since	Number of Spinco Shares beneficially owned, directly or indirectly, or controlled or directed at present(4)
British Columbia, Canada	Corporate Securities Lawyer from 1997 to present
Jonathan Hamway(1) (2) (3)
Director
Ontario, Canada	Founder and CEO of Kincort Capital Partners Ltd. from January 2017 to present	July 30, 2025	Nil

(1) Member of the Audit Committee.
(2) Member of the Corporate Governance and Nominating Committee.
(3) Member of the Compensation Committee.
(4) The information as to principal occupation has been furnished by each director and/or officer individually.

See in this Appendix “E” – “Audit Committee” and “Corporate Governance – Board Committees”.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Corporate Cease Trade Orders

Except as disclosed in this Circular under “Election of Directors” – “Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions” – “Desmond M. Balakrishnan”, as at the date of the Circular, no director or executive officer of Spinco is, or within the ten (10) years prior to the date of the Circular has been, a director, chief executive officer or chief financial officer of any company (including Spinco), that while that person was acting in that capacity was subject to:

a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order), or
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 (an “Order”); or was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcy

To the knowledge of Spinco, as at the date of the Circular no director, executive officer, or shareholder holding a sufficient number of securities of Spinco to affect materially the control of Spinco is, or within the ten (10) years prior to the date of the Circular has been a director or executive officer of any company (including Spinco) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager

or trustee appointed to hold its assets or 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 manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Penalties and Sanctions

To the knowledge of Spinco, as at the date of the Circular no director, executive officer, or shareholder holding a sufficient number of securities of Spinco to affect materially the control of Spinco has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Certain of the directors and officers of Spinco will not be devoting all of their time to the affairs of Spinco. Certain of the directors and officers of Spinco are directors and officers of other companies, some of which are in the same business as Spinco.

The directors and officers of Spinco are required by law to act in the best interests of Spinco. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to Spinco may result in a breach of their obligations to the other companies, and in certain circumstances this could expose Spinco to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of Spinco. Such conflicting legal obligations may expose Spinco to liability to others and impair its ability to achieve its business objectives.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Spinco was incorporated on January 19, 2024 and, accordingly, has not yet developed a compensation program. Spinco's compensation committee (the "Compensation Committee"), currently comprised of Desmond Balakrishnan and Jonathan Hamway, will recommend how directors will be compensated for their services as directors. The Compensation Committee is expected to recommend the granting of stock options, from time to time, in such amounts and upon such terms as it may recommend for approval by Spinco's directors.

The Compensation Committee will also consider and make recommendations with respect to the compensation of the executive officers of Spinco. It is anticipated that all executive officers of Spinco will receive cash compensation and stock option grants in line with market practice for public issuers in the same industry and market and of the same size as Spinco.

E-27

E-28

Long Term Incentive Plan

Spinco does not have any long term incentive plan.

Option-Based Awards

Following completion of the Arrangement, no director or executive officer of Spinco will hold any Spinco Options to purchase Spinco Shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since its incorporation and as of the date of the Circular, no director or officer of Spinco, or any associate or affiliate of such person, is or ever has been indebted to Spinco with respect to the purchase of securities or otherwise; nor has any such person’s indebtedness to any other entity been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Spinco.

CORPORATE GOVERNANCE

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

Board of Directors

National Instrument 52-110 – Audit Committees (“NI 52-110”) sets out the standard for director independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with Spinco. A material relationship is a relationship which could, in the view of the Spinco Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship with Spinco. Applying the definition set out in NI 52-110, Jonathan Hamway is an independent member of the Spinco Board. Michael Blady and Desmond Balakrishnan are not independent.

The Spinco Board as a whole has responsibility for developing Spinco’s approach to: (i) financial reporting and internal controls; (ii) issues relating to compensation of directors, officers and employees; (iii) corporate governance issues and matters relating to nomination of directors; and (iv) administration of timely and accurate disclosure, confidentiality and insider trading policy, certain of which responsibilities are delegated to Spinco’s Audit Committee and Disclosure Committee (see “Board Committees” and “Audit Committee” which follow).

The Spinco Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. The Spinco Board’s consideration and approval

is also required for material contracts and business transactions, and all debt and equity financing transactions. The Spinco Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on Spinco's business in the ordinary course, managing Spinco's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Spinco Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, where deemed necessary by the independent directors, the independent directors hold in-camera sessions exclusive of non-independent directors and members of management, which process facilitates open and candid discussion amongst the independent directors.

Other Directorships

Certain of the directors of Spinco are also directors of other issuers that are "reporting issuers" as that term is defined in and for the purposes of securities legislation, which positions are summarized as follows:

Name of Director	Other Reporting Issuer	Market	Position
Michael Blady	Basin Uranium Corp.	CSE	CEO & Director
	Golden Ridge Resources Ltd.	TSX-V	President, CEO & Director
	Ridgeline Minerals Corp.	TSX-V	Director
Desmond Balakrishnan	Axcap Ventures Inc. (formerly Netcoins Holdings Inc.)	CSE	Director
	Cognetivity Neurosciences Ltd.	CSE	Director
	Coloured Ties Capital Inc. (formerly GrowMax Resources Corp.)	TSX-V	Director
	Contagious Gaming Inc.	TSX-V	Director
	Dominus Acquisitions Corp.	TSX-V	Director
	Eat Well Investment Group Inc.	CSE	Director
	Northern Dynasty Minerals Ltd.	TSX/NYSE American	Director
	Planet Ventures Inc.	TSX-V	Director
	Solution Financial Inc.	TSX	Director
	Strategem Capital Corporation	TSX-V	Director

(1) It is proposed that Basin will make the necessary applications to regulators to cease reporting upon completion of the Arrangement and that Mr. Blady will resign as a director of Basin and be appointed as a director of Nexus upon the completion of the Arrangement pursuant to the terms of the Arrangement Agreement.

Orientation and Continuing Education

As it was only recently incorporated, Spinco has not yet developed an official orientation or training program for new directors, and this has not, to date, been necessary as the directors of

E-29

Spinco are also involved with the operations of Basin and familiar with the role of a director of a publicly listed mineral resource company. However, going forward, new directors will be provided the opportunity to become familiar with Spinco by meeting with the other directors and with officers and employees. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Spinco Board. Potential candidates will be provided with publicly available materials in order to acquaint themselves with Spinco, including recent press releases, financial reports and other relevant materials. Upon being appointed, a new director will be provided with a Board of Directors' Manual containing additional information on Spinco and its business and operations.

The Spinco Board encourages each of the directors to stay current on developing corporate governance requirements through continuous improvement and education. Directors are routinely provided information and publications on developing regulatory issues.

Ethical Business Conduct

It is anticipated that the Spinco Board will adopt a Code of Business Ethics and Conduct (the "Code"), applicable to all of its directors, officers and employees, including the Chief Executive Officer, the President, the Chief Financial Officer and other person performing financial reporting functions. The Code will communicate to directors, officers and employees standards for business conduct in the use of Spinco company time, resources and assets, and will identify and clarify proper conduct in areas of potential conflict of interest. Each director, officer and employee will be provided with a copy of the Code and will be asked to sign an acknowledgement that the standards and principles of the Code will be maintained at all times on Spinco business. The Code is designed to deter wrongdoing and promote: (a) honest and ethical conduct; (b) compliance with laws, rules and regulations; (c) prompt internal reporting of Code violations; and (d) accountability for adherence to the Code. Violations from standards established in the Code, and specifically under internal accounting controls, are reported to the Chairperson of Spinco's Audit Committee and can be reported anonymously. The Spinco's Audit Committee will report to the Spinco Board any reported violations at least quarterly, or more frequently depending on the specifics of the reported violation.

A copy of Spinco's proposed Code of Business Ethics and Conduct will be electronically filed with regulators and available for viewing under Spinco's profile on SEDAR at www.sedarplus.ca following completion of the Arrangement.

Nomination of Directors

The Spinco Board has formed a Corporate Governance and Nominating Committee (the "CGNC") comprised of Michael Blady, Desmond Balakrishnan and Jonathan Hamway for the purpose of identifying new candidates for election to the Spinco Board. The CGNC prepares a shortlist of potential candidates through discussion with respected financial, legal and commercial institutions and interviews the interested candidates. The key criteria include the following: (i) professional background and related qualifications; (ii) industry experience and relevant professional relationships; (iii) other board appointments; (iv) professional standing and reputation in the investment and mining communities; (v) membership of industry committees and (vi) particular

E-30

technical or financial background depending on the mix of experience on the Spinco Board at that time.

The Spinco Board reviews the recommendations of the CGNC and makes the final determination about director nominations and appointments. Where appropriate, independent consultants are engaged to identify possible new candidates for the Spinco Board.

Compensation

The Spinco Board is responsible for approving compensation objectives and the specific compensation programs for policies and practices of Spinco. The Compensation Committee is responsible for recommending, monitoring and reviewing compensation programs for senior executives. The Spinco Compensation Committee is currently comprised of the following two directors: Desmond Balakrishnan and Jonathan Hamway. The Compensation Committee uses discretion and judgment when determining compensation levels as they apply to a specific executive officer. Individual compensation may be based on individual experience and performance or other criteria deemed important by the Compensation Committee. In order to meet the Spinco’s objectives, the Compensation Committee is guided by:

In order to meet the Spinco’s objectives, the Compensation Committee is guided by:

providing executives with an equity-based incentive plan, namely a stock option plan;
aligning employee compensation with company corporate objectives; and
attracting and retaining highly qualified individuals in key positions.

Spinco’s Compensation Committee will be comprised of the following two directors: Desmond Balakrishnan and Jonathan Hamway. For more information, see in this Appendix “E” – “Executive Compensation”.

Board Committees

The Spinco Board has appointed the CGNC (described above), the Compensation Committee (described above), and the Spinco Audit Committee. A description of the authority, responsibilities, duties and function of the Spinco Audit Committee can be found in this Appendix “E” under the heading “Audit Committee”, which follows.

Assessments

The Spinco Board does not consider that formal assessments would be useful at this stage of Spinco’s development. The Spinco Board, at least annually, will conduct informal assessments of the Spinco Board’s effectiveness, the individual directors and reports from each committee representing its own effectiveness. As part of the amendments, the Spinco Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable policies.

E-31

E-32

AUDIT COMMITTEE

Audit Committee Charter

Spinco’s Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets, reliability of information, and compliance with laws. It is anticipated that the Spinco Board will adopt an Audit Committee Charter, mandating the role of the Spinco Audit Committee in supporting the Spinco Board in meeting its responsibilities to its shareholders.

Audit Committee Members

The Audit Committee will be comprised of at least three members, all of whom shall be Directors of Spinco. The current members are Desmond Balakrishnan, Jonathan Hamway, and Michael Blady. Whenever reasonably feasible a majority of the members of the Audit Committee should be independent and shall have no direct or indirect material relationship with Spinco. If less than a majority of the Spinco Board are independent, then a majority of the members of the audit committee may be made of members that are not executive officers, employees or control persons of Spinco.

Relevant Education and Experience

All of the Spinco Audit Committee members are experienced businesspeople with experience in financial matters; each has a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour. In addition, each of the members of the Spinco Audit Committee has knowledge of the role of an audit committee in the realm of reporting companies. Set out below is a description of the education and experience of each member of the Spinco Audit Committee that is relevant to the performance of her or his responsibilities as an audit committee member.

Desmond Balakrishnan

Mr. Balakrishnan is a Vancouver lawyer and has practiced law as a partner at McMillan LLP since January 2002. His areas of practice focus on mergers, acquisitions, international public listings, cannabis law, gaming and entertainment law. He acted as counsel to companies with respect to corporate governance, regulatory compliance, public listing on the Canadian Securities Exchange, the TSX Venture Exchange, the Toronto Stock Exchange, Nasdaq or the New York Stock Exchange, debt or equity financings and strategic acquisitions. Mr. Balakrishnan is now, or has been in the last five years, a director or officer of various public companies or reporting issuers.

Mr. Balakrishnan graduated from Simon Fraser University with a Bachelor of Arts degree in 1994 and from the

University of Alberta in 1997 with an LL.B (with distinction). Mr. Balakrishnan was called to the bar in British Columbia in 1998. Mr. Balakrishnan is a member of the Vancouver Bar Association, the Canadian Bar Association and the International Masters of Gaming Law.

Jonathan Hamway
Mr. Hamway has been a corporate consultant to public and private natural resource companies for over 12 years. Mr. Hamway is the Founder and CEO of Kincort Capital Partners Ltd., a strategic advisory firm and merchant bank, catered exclusively for junior mining and exploration companies. Mr. Hamway has led / co-led over $50 million in capital raises and project acquisitions. He has extensive experience managing marketing programs and sourcing financing for several public natural resource companies.

Mr. Hamway holds a Bachelor of Science degree from the University of Toronto, specializing in sustainable energy.

Michael Blady
Mr. Blady is an entrepreneur and a geologist with over 15 years’ experience in the capital markets. Mr. Blady has been involved in all facets of building, growing, and operating a public company and has successfully helped raise over $100 million in capital over the course of his career. Mr. Blady’s extensive experience managing public companies gives him an appreciation of the best industry practices with respect to financial risk control and disclosure.

Mr. Blady holds a B.Sc. from Simon Fraser University and currently sits on several boards of Canadian reporting issuers.

Pre-Approved Policies and Procedures for Non-Audit Services

Spinco’s Audit Committee Charter requires that management seek approval from the Spinco Audit Committee of all non-audit services to be provided to Spinco or any of its subsidiaries by Spinco’s external auditor, prior to engaging the external auditor to perform those non-audit services.

External Auditor Service Fees

Since Spinco’s incorporation on January 19, 2024, no fees, audit or otherwise, have been billed to Spinco by its auditor, Manning Elliott LLP, Chartered Professional Accountants (“Manning Elliot”).

Reliance on Exemption

As Spinco is an “IPO venture issuer” for purposes of applicable securities legislation, Spinco is relying on the exemption in Section 6.1 of NI 52-110 from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

E-33

E-34

RISKS ASSOCIATED WITH SPINCO

An investment in Spinco Shares, as well as Spinco’s prospects, are highly speculative due to the high-risk nature of its business and the present stage of its development. Spinco Shareholders may lose their entire investment. The risks described below are not the only ones facing Spinco. Additional risks not currently known to Spinco, or that Spinco currently deems immaterial, may also impair Spinco’s operations. If any of the following risks actually occur, Spinco’s business, financial condition and operating results could be adversely affected.

Basin Shareholders should consult with their professional advisors to assess the Arrangement and their resulting investment in Spinco. In evaluating Spinco and its business and whether to vote in favour of the Arrangement, Basin Shareholders should carefully consider, in addition to the other information contained in the Circular and this Appendix “E” – the risk factors which follow, as well as the risks associated with the Arrangement (see in the Circular “The Meeting – The Arrangement – Risks Associated with the Arrangement”). These risk factors may not be a definitive list of all risk factors associated with the Arrangement, an investment in Spinco or in connection with Spinco’s business and operations.

Listing of Spinco Shares

The Spinco Shares are not currently listed on any stock exchange. Although an application may be made in the future for listing of the Spinco Shares on a recognized stock exchange, there is no assurance when, or if, the Spinco Shares will be listed on any stock exchange. Until the Spinco Shares are listed on a stock exchange, shareholders of Spinco may not be able to sell their Spinco Shares. Even if a listing is obtained, ownership of Spinco Shares will involve a high degree of risk.

Qualification under the Tax Act for a Registered Plan

If the Spinco Shares are not listed on a designated stock exchange in Canada before the due date for Spinco’s first income tax return or if Spinco does not otherwise satisfy the conditions in the Tax Act to be a “public corporation”, the Spinco Shares will not be considered to be a qualified investment for a Registered Plan from their date of issue. Where a Registered Plan acquires a Spinco Share in circumstances where the Spinco Share is not a qualified investment under the Tax Act for the Registered Plan, adverse tax consequences may arise for the Registered Plan and the annuitant under the Registered Plan, including that the Registered Plan may become subject to penalty taxes, the annuitant of such Registered Plan may be deemed to have received income therefrom or be subject to a penalty tax or, in the case of a registered education savings plan, such plan may have its tax exempt status revoked.

Transfer of Option Agreement from Basin to Spinco

The CHG Project being transferred by Basin to Spinco is subject to the Cariboo Option Agreement pursuant to which Basin acquired its right to the property. Such underlying agreement requires notice to other parties thereto and other steps to be taken respecting the transfer by Basin to Spinco of its rights and benefits thereunder. That notice is being given and other required steps are being taken with the other parties to the underlying option agreement, however such notice and steps have not been given or taken as of the date of this Circular. If a required notice or step is not given

or taken, the transfer of the Cariboo Option Agreement to Spinco may not be valid and may result in the agreement being in default.

Limited Business History

Spinco has a short history of operations and has no history of earnings. The likelihood of success of Spinco must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. Spinco has limited financial resources and there is no assurance that funding over and above the initial cash subscription amount will be available to it when needed. There is also no assurance that Spinco can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Unknown Environmental Risks for Past Activities

Exploration and mining operations incur risks of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids having acidic properties and other contaminants. In recent years, regulatory requirements and improved technology have significantly reduced those risks. However, those risks have not been eliminated, and the risk of environmental contamination from present and past exploration or mining activities exists for mining companies. Companies may be liable for environmental contamination and natural resource damages relating to properties that they currently own or operate or at which environmental contamination occurred while or before they owned or operated the properties. No assurance can be given that potential liabilities for such contamination or damages caused by past activities at the Spinco Assets do not exist.

Indemnified Liability Risk

Pursuant to the Arrangement Agreement, Basin has covenanted and agreed that, following the Effective Time, it will indemnify Nexus and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Nexus or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation contained in any information included in the Circular that was furnished by Basin, its affiliates and their respective Representatives acting on their behalf, in writing, for inclusion in the Circular, provided such information was accurately reflected in the Circular by Basin.

Any liability of Basin for Tax cannot be determined for certain at this time because Basin's tax liability will depend on the fair market value of the Spinco Shares on the Effective Date and other factors including, but not limited to, the other deductions or credits available to Basin such as loss carry forwards in the taxation year of Basin that includes the distribution of the Spinco Shares. A successful indemnification claim made by Nexus or their subsidiaries against Basin pursuant to the Arrangement Agreement could have a material adverse effect on Spinco.

Sale of Spinco Shares by Basin as Funding for its Canadian withholding tax obligations, if required

If Basin determines that a deemed dividend will arise as a consequence of the Arrangement, Basin, Nexus, the Depositary and any relevant intermediary will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to a Basin Shareholder that is not resident in

E-35

Canada for Canadian tax purposes (including the Spinco Shares) such amounts as Basin, Nexus, the Depositary and any relevant intermediary is required or permitted to deduct and withhold under the Tax Act. To the extent that Basin, Nexus, the Depositary and any relevant intermediary is required to deduct and withhold from consideration that is not cash, including the Spinco Shares, Basin, Nexus, the Depositary and any relevant intermediary is entitled to liquidate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations. Any such sales may negatively impact the trading price of the Spinco Shares where such shares are listed.

Acquisitions and Joint Ventures

Spinco will evaluate from time to time opportunities to acquire and joint venture mining assets and businesses. These acquisitions and joint ventures may be significant in size, may change the scale of Spinco’s business and may expose it to new geographic, political, operating, financial and geological risks. Spinco’s success in its acquisition and joint venture activities will depend on its ability to identify suitable acquisition and joint venture candidates and partners, acquire or joint venture them on acceptable terms and integrate their operations successfully with those of Spinco. Any acquisitions or joint ventures would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of Spinco’s ongoing business; the inability of management to maximize the financial and strategic position of Spinco through the successful incorporation of acquired assets and businesses or joint ventures; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of Spinco’s present shareholders or of its interests in its subsidiaries or assets as a result of the issuance of shares to pay for acquisitions or the decision to grant earning or other interests to a joint venture partner; and the potential unknown liabilities associated with acquired assets and businesses. There can be no assurance that Spinco would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions or joint ventures. There may be no right for shareholders to evaluate the merits or risks of any future acquisition or joint venture undertaken except as required by applicable laws and regulations.

Additional Financing and Dilution

Spinco plans to focus on exploring for minerals and will use its working capital to carry out such exploration. However, Spinco will require additional funds to further such activities. To obtain such funds, Spinco may sell additional securities including, but not limited to, its common shares or some form of convertible security, the effect of which would result in a substantial dilution of the equity interests of Spinco’s shareholders.

There is no assurance that additional funding will be available to Spinco for additional exploration or for the substantial capital that is typically required in order to bring a mineral project to the production decision or to place a property into commercial production. There can be no assurance that Spinco will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

E-36

No History of Mineral Production or Mining Operations

Spinco has never had a mineral producing property. There is no assurance that commercial quantities of minerals will be discovered nor is there any assurance that Spinco’s exploration programs will yield positive results. Even if commercial quantities of minerals are discovered, there can be no assurance that any property will ever be brought to a stage where mineral resources can profitably be produced therefrom. Factors which may limit the ability to produce mineral resources include, but are not limited to, the spot price of minerals, availability of additional capital and financing and the nature of any mineral deposits. Spinco does not have a history of mining operations that would guarantee it will produce revenue, operate profitably or provide a return on investment in the future. Spinco has not paid dividends in the past and Spinco does not have any plans to pay dividends in the foreseeable future.

Economics of Developing Mineral Properties

Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of an ore body may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines. There is no assurance that the Spinco’s mineral deposits are commercially mineable.

Should any mineral resources and reserves exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) mineral prices, which are historically cyclical; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.

The ability to sell, and profit from the sale of any eventual mineral production from any property will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end- users’ demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long term viability of the company and its operations.

E-37

Factors Beyond the Control of Spinco

The potential profitability of mineral properties is dependent upon many factors beyond Spinco’s control. For instance, world prices of and markets for minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of minerals from mined ore (assuming that such mineral deposits are known to exist) may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways Spinco cannot predict and are beyond Spinco’s control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of Spinco.

Spinco’s potential future revenues will be directly related to the prices of minerals as their potential revenues are expected to be derived from the mining of minerals. Mineral prices are and will continue to be affected by numerous factors beyond Spinco’s control. Such factors include, among others, market fluctuations, government regulations, environmental protection, the importing and exporting of minerals, and the costs of any exploration programs. The effect of these factors, individually or in the aggregate, is impossible to predict with accuracy. A decline in mineral prices may also require Spinco to write down their mineral resources, which would have a material adverse effect on their potential earnings and potential profitability.

Regulatory Requirements

The current or future operations of Spinco, including development activities and possible commencement of production on its properties, requires permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which Spinco may require for the development and construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which Spinco might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

E-38

Amendments or changes to current laws, regulations, government policies and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Spinco and cause increases in costs or require abandonment or delays in the development of new mining properties.

Worldwide demand for minerals may be subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside Spinco’s control. Any significant delays in obtaining or renewing such permits or licenses in the future could have a material adverse effect on Spinco. Changes in these policies and restrictions may adversely impact Spinco’s business.

Insurance

Spinco’s business is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of, Spinco’s mineral properties or future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of their exploration or development activities, delay in or inability to receive regulatory approvals to transport their mineral concentrates, or costs, monetary losses and potential legal liability and adverse governmental action. Spinco may be subject to liability or sustain loss for certain risks and hazards against which they do not or cannot insure or which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to Spinco.

Environmental Risks and Hazards

All phases of Spinco’s operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Spinco’s operations. Environmental hazards may exist on the properties which are unknown to Spinco at present and which have been caused by previous or existing owners or operators of the properties. Reclamation costs are uncertain and planned expenditures estimated by management may differ from the actual expenditures required.

Spinco is not insured against most environmental risks. Insurance against environmental risks (including potential liability for pollution and other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. Spinco will periodically evaluate the cost and coverage of the

E-39

insurance against certain environmental risks that is available to determine if it would be appropriate to obtain such insurance.

Without such insurance, and if Spinco becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds Spinco has to pay such liabilities and result in bankruptcy. Should Spinco be unable to fund fully the remedial cost of an environmental problem, Spinco might be required to enter into interim compliance measures pending completion of the required remedy.

Costs of Land Reclamation Risk

It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with the properties in which Spinco holds an interest. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of Spinco.

No Assurance of Title to Property

There may be challenges to title to the mineral properties in which Spinco holds a material interest. If there are title defects with respect to any properties, Spinco might be required to compensate other persons or perhaps reduce its interest in the affected property. Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration and development programs.

Dependence on Key Individuals

Spinco is dependent on a relatively small number of key personnel, particularly Michael Blady, one of its directors and the Chief Executive Officer of Basin, the loss of whom could have an adverse effect on Spinco. At this time, Spinco does not maintain key person insurance on the lives of any of its key personnel. In addition, while certain of Spinco's officers and directors have experience in the exploration of mineral producing properties, Spinco will remain highly dependent upon contractors and third parties in the performance of its exploration and development activities. There can be no guarantee that such contractors and third parties will be available to carry out such activities on behalf of Spinco or be available upon commercially acceptable terms.

Risk of Amendments to Laws

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Spinco and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

E-40

E-41

Conflicts of Interest

Some of the directors and officers of Spinco are directors and officers of other companies, some of which are in the same business as Spinco. Some of Spinco’s directors and officers will continue to pursue the acquisition, exploration and, if warranted, the development of mineral resource properties on their own behalf and on behalf of other companies, and situations may arise where they will be in direct competition with Spinco. Spinco’s directors and officers are required by law to act in the best interests of Spinco. They may have the same obligations to the other companies in respect of which they act as directors and officers. Discharge of their obligations to Spinco may result in a breach of their obligations to the other companies and, in certain circumstances, this could expose Spinco to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of Spinco. Such conflicting legal obligations may expose Spinco to liability to others and impair its ability to achieve its business objectives.

Influence of Third Party Stakeholders

The lands in which Spinco holds an interest, or the exploration equipment and roads or other means of access which Spinco intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, Spinco’s work programs may be delayed even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for Spinco.

Fluctuation in Market Value of Spinco Shares

Assuming the Spinco Shares are listed on a recognized Canadian stock exchange, the market price of the Spinco Shares, as a publicly traded stock, can be affected by many variables not directly related to the corporate performance of Spinco, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of Spinco Shares in the future cannot be predicted. The lack of an active public market could have a material adverse effect on the price of Spinco Shares.

Substantial Number of Authorized but Unissued Spinco Shares

Spinco has an unlimited number of common shares which may be issued by the Spinco Board without further action or approval of Spinco Shareholders. While the Spinco Board is required to fulfill its fiduciary obligations in connection with the issuance of such shares, Spinco Shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of Spinco’s shareholders.

See also in the Circular, “The Meeting – The Arrangement – Risks Associated with the Arrangement”.

E-42

PROMOTERS

Basin took the initiative of founding and organizing Spinco and its business and operations and, as such, may be considered to be the promoter of Spinco for the purposes of applicable securities legislation. As at the date of the Circular, Basin is the sole (100%) shareholder of Spinco and has transferred or will transfer assets to Spinco in conjunction with the reorganization of its business to allow Spinco to hold and operate the Spinco Assets and as contemplated by the terms of the Arrangement. See in this Appendix “E” – “General Development of Spinco’s Business”, “Material Properties” and “Prior Sales”. See also in the Circular, “The Meeting – The Arrangement – Background to the Arrangement”, “The Meeting – The Arrangement – Reasons for the Arrangement” and “Information Concerning Basin”.

The claims comprising the Spinco Assets have associated costs with their capital as reflected in the consolidated financial statements of Basin incorporated by reference in the Circular and the pro forma financial statements of Spinco attached as Appendix “O” to the Circular.

During the ten (10) years prior to the date of the Circular, Basin has not been subject to:

a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order), or

(a) an order similar to a cease trade order, or
(b) 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; nor has Basin 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 investor in making an investment decision;

nor has Basin 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 manager or trustee appointed to hold its assets.

LEGAL PROCEEDINGS

There are no legal proceedings outstanding, threatened or pending, as of the date of the Circular, by or against Spinco or which Spinco is a party or to which the CHG Property or any other of the Spinco Assets is subject, nor to Spinco’s knowledge are any such legal proceedings contemplated, which could become material to the Basin Shareholders or Spinco Shareholders.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Since Spinco’s incorporation, no director, executive officer, or shareholder who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Spinco Shares, or

any known associates or affiliates of such persons, has or has had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect Spinco other than Basin in connection with Spinco’s incorporation (see in this Appendix “E” – “Corporate Structure” and “Promoters”), the entering into of the Arrangement Agreement (see in the Circular, “The Meeting – The Arrangement”), and the transfer of assets to Spinco in connection with the Arrangement (see in this Appendix “E” – “General Development of Spinco’s Business”). See also in this Appendix “E” – “Material Contracts” below.

Certain directors and officers of Basin are also the directors and officers of Spinco. See in the Circular under the heading “The Meeting – The Arrangement”: “Background to the Arrangement”, “Recommendation of the Basin Board”, “Reasons for the Arrangement”, “Fairness Opinion” and “Lock-up Agreements”.

AUDITORS, TRANSFER AGENTS AND REGISTRARS

The auditor of Spinco is Manning Elliott of Vancouver, British Columbia.

The registrar and transfer agent of Spinco and for the Spinco Shares is Odyssey Trust Company with its office at 323 – 409 Granville Street, Vancouver, BC, V6C 1T2.

INTERESTS OF EXPERTS

Manning Elliott, the auditors for Spinco, has confirmed that they are independent with respect to Spinco within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

Certain legal matters relating to the Arrangement and Spinco will be passed upon by McMillan LLP, Vancouver, British Columbia, legal counsel to Spinco.

None of the aforementioned persons nor any directors, officers, employees or partners, as applicable, of each of the aforementioned companies and partnerships, has received or will receive as a result of the Arrangement a direct or indirect interest in a property of Spinco or any associate or affiliate of Spinco, nor is currently expected to be elected, appointed or employed as a director, officer or employee of Spinco or any associate or affiliate of Spinco.

MATERIAL CONTRACTS

Since its incorporation, Spinco has entered into the Arrangement Agreement and a number of agreements pursuant to which it has acquired the Spinco Assets; however, the only contracts that will be considered, pursuant to applicable securities legislation, to be material to Spinco upon completion of the Arrangement are as follows:

the Arrangement Agreement (see in the Circular, “The Meeting – The Arrangement”); and
the CHG Option Agreement (see in this Appendix “E” – “General Development of Spinco’s Business” – “Business of Spinco”).

E-43

Copies of the Arrangement Agreement and the CHG Option Agreement may be inspected by Basin Shareholders at the registered office of Spinco at Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7, or at Basin’s head office during normal business hours prior to the Meeting, or at the Meeting.

OTHER MATERIAL FACTS

There are no other material facts other than as disclosed herein.

FINANCIAL STATEMENTS

See in this Appendix “E” – “Selected Financial Information – Financial Statements” and Appendices “J”, “K” and “M” to the Circular.

E-44

APPENDIX F – INTERIM ORDER AND NOTICE OF HEARING OF PETITION

SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY
AUG 01 2025
ENTERED

No. S-255694
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF PART 9, DIVISION 5, SECTION 291 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c. 57, AS AMENDED AND

IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT AMONG BASIN URANIUM CORP., ITS SECURITYHOLDERS, BLADE RESOURCES INC. AND NEXUS URANIUM CORP.

BASIN URANIUM CORP.

PETITIONER

ORDER MADE AFTER APPLICATION

BEFORE ) Associate Judge ) August 1, 2025
) VOS

ON THE APPLICATION of the Petitioner, Basin Uranium Corp. (the “Company”) for an Interim Order pursuant to its Application filed on Wednesday, July 30, 2025, without notice, and coming on for hearing at 800 Smithe Street, Vancouver, British Columbia on Friday, August 1, 2025, and on hearing Darlene Crimeni, counsel for the Company, and upon reading the Notice of Application filed herein, and Affidavit #1 of Joel Leonard, made July 30, 2025 (the “Affidavit”), and filed herein.

THIS COURT ORDERS THAT:

As used in this Order, unless otherwise defined, terms beginning with capital letters will have the respective meanings set out in the Notice of Annual General and Special Meeting

of Shareholders (the “Notice”) and accompanying management information circular (the “Information Circular”), a copy of which is attached as Exhibit “A” to the Affidavit.

THE MEETING

The Company is authorized and directed to call, hold, and conduct a general and special meeting (the “Meeting”) of the holders of record of common shares (“Common Shares”) in the capital of the Company (the “Shareholders”) to be held at McMillan LLP, Royal Centre, 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7 on Thursday, September 4, 2025 at 10:00 a.m. (Vancouver Time) to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), in the form attached as Appendix “B” to the Information Circular, approving and adopting the statutory plan of arrangement (the “Arrangement”) involving the Company, the Shareholders, the holders of options to acquire Common Shares, the holders of warrants to acquire Common Shares, Nexus Uranium Corp. (the “Purchaser”) and Blade Resources Inc. (the “Spinco”, and together with the Company and the Purchaser, the “Parties”), all as set forth in the plan of arrangement (the “Plan of Arrangement”), a copy of which is attached as Appendix “A” to the Information Circular, pursuant to the terms and condition of an arrangement agreement dated June 25, 2025, entered into between the Parties (the “Arrangement Agreement”).
The Meeting will be called, held, and conducted in accordance with the Business Corporations Act, SBC 2002, c 57 (the “BCBCA”), the articles of the Company, the Notice and the Information Circular, subject to the terms of this Interim Order (the “Interim Order”), any further Order of this Court, the rulings and directions of the Chairperson of the Meeting, such rulings and directions not to be inconsistent with the terms of this Interim Order. To the extent of any inconsistency or discrepancy between this Interim Order and the terms of any of the foregoing, this Interim Order will govern.

RECORD DATE FOR NOTICE

The record date for determination of the Shareholders entitled to receive the Notice, Information Circular, the forms of voting proxy, a voting information form, and letter of

transmittal, as applicable (together, the “Meeting Materials”) is the close of business on Tuesday, July 21, 2025 (the “Record Date”). The Record Date will remain the same despite any adjournments or postponements of the Meeting.

NOTICE OF MEETING

The Meeting Materials, with such amendments or additional documents as counsel for the Company may advise are necessary or desirable, and that are not inconsistent with the terms of this Interim Order, will be sent at least 21 days before the date of the Meeting, excluding the date of mailing, transmission or personal delivery, to the Shareholders as of the Record Date.
The Meeting Materials will be sent:

(a) to each registered Shareholder, by prepaid ordinary mail or by delivery in person or by recognized courier service, addressed to each registered Shareholder at their address as appearing in the applicable records of the Company, or by electronic transmission to any such Shareholder who identifies themselves to the satisfaction of the Company and who requests or accepts such electronic transmission;

(b) to unregistered beneficial Shareholders, by distribution to intermediaries and registered nominees for sending to both non-objecting and objecting beneficial owners in accordance with the procedures prescribed by National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer; and

(c) to the directors and auditor of the Company, by prepaid ordinary mail or by delivery in person or by recognized courier service or by electronic transmission to his, her, or its email address as appearing in the records of the Company.

Substantial compliance with paragraphs 5-6 above will constitute good and sufficient notice of the Meeting and delivery of the Meeting Materials.

4 -
The Meeting Materials shall not be sent to Shareholders where mail previously sent to such holders by the Company or its registrar and transfer agent has been returned to the Company or its registrar and transfer agent on at least two previous consecutive occasions.
The accidental failure or omission by the Company to give notice of the Meeting or non-receipt of such notice will not constitute a breach of the Interim Order or a defect in the calling of the Meeting and will not invalidate any resolution passed or taken at the Meeting provided that the Meeting meets the Company’s quorum requirements. However, if any such failure or omission is brought to the attention of the Company, then it shall use commercially reasonable efforts to rectify the method of delivery and in the time most reasonably practicable in the circumstances.
The Meeting Materials are hereby deemed to represent sufficient and adequate disclosure and the Company will not be required to send to the Shareholders any other or additional information unless this Court orders otherwise.

DEEMED RECEIPT OF MEETING MATERIALS

The Meeting Materials will be deemed, for the purposes of this Interim Order, to have been received by the Shareholders:

(a) in the case of mailing or personal courier delivery, on the day (Saturdays, Sundays and holidays excepted) following the date of mailing or acceptance by the courier service, respectively;

(b) in the case of delivery in person, upon receipt thereof; and

ADJOURNMENTS AND POSTPONEMENTS

Subject to the terms of the Arrangement Agreement, if the Company deems advisable and notwithstanding the provisions of the BCBCA or the articles of the Company, the Company is specifically authorized to adjourn or postpone the Meeting on one or more occasions or cancel the Meeting without the necessity of first convening the Meeting or first obtaining

any vote of the Shareholders respecting the adjournment or postponement and without the need for approval of the Court.

Notice of any such amendments, modifications, updates or supplements to any of the information provided in the Meeting Materials may be communicated, at any time prior to the Meeting, to the Shareholders by press release, news release, or newspaper advertisement, in which case such notice will be deemed to have been received at the time of publication, or by notice sent by any of the means set forth in paragraph 11, as determined to be the most appropriate method of communication by the Company.
The Record Date for Shareholders entitled to notice of and to vote at the Meeting will not change in respect of adjournments or postponements of the Meeting without a further order of this Court.

PERMITTED ATTENDEES

The persons entitled to attend the Meeting shall be:

(a) the Shareholders or their respective proxyholders;

(b) the officers, directors, and advisors of each Party; and

QUORUM & VOTING AT THE MEETING

The quorum required at the commencement of the Meeting will be at least one person who is, or who represents by proxy, one or more Shareholders.
The only persons permitted to vote on the Arrangement Resolution at the Meeting will be Shareholders appearing on the records of the Company as of the close of business on the Record Date and their valid proxyholders as described in the Information Circular and as determined by the Chairperson of the Meeting upon consultation with the Scrutineer (as hereinafter defined) and legal counsel to the Company.

6 -
Each Shareholder will be entitled to one vote for each Common Share owned as of the Record Date.
The required level of approval on the Arrangement Resolution taken at the Meeting will be two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting.

AMENDMENTS

The Company is authorized to make such amendments, revisions, or supplements to the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and the Plan of Arrangement as so amended, revised, or supplemented will be the Plan of Arrangement which is submitted to the Meeting and which will thereby become the subject of the Arrangement Resolution.

SCRUTINEER

Representatives of the Company’s registrar and transfer agent (or any agent thereof), Odyssey Trust Company, are authorized to act as scrutineers for the Meeting (the “Scrutineer”).

PROXY SOLICITATION

The Company is authorized to permit the Shareholders to vote by proxy using the forms of proxy in substantially the same form as is attached as Exhibit “A” to the Affidavit, subject to the Company’s ability to insert dates and other relevant information in the final form thereof and to make other non-substantive changes and changes legal counsel advise are necessary or appropriate.
The procedures for the form and use of proxies at the Meeting will be as set out in the Meeting Materials.
The Company may in its discretion generally waive the time limits for the deposit of proxies by Shareholders if the Company deems it advisable to do so, such waiver to be endorsed on the proxy by the initials of the Chairperson of the Meeting.

DISSENT RIGHTS

Registered Shareholders will, as set out in the Plan of Arrangement, be permitted to dissent from the Arrangement Resolution in accordance with the dissent procedures set forth in Sections 237 to 247 of the BCBCA, as modified by this Interim Order, the Final Order, and the Plan of Arrangement, provided that the written notice (the “Dissent Notice”) must be delivered to the Company c/o McMillan LLP 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7 (Attention: Arman Farahani) on or before 5:00 p.m. (Vancouver Time) on Tuesday, September 2, 2025, or two business days immediately prior to the Meeting (as it may be adjourned or postponed from time to time).
Notice to registered Shareholders of their right of dissent with respect to the Arrangement Resolution and to receive, subject to the provisions of the BCBCA and the Plan of Arrangement, the fair value of their shares of the Company, will be given by including information with respect to this right in the Information Circular to be sent to Shareholders in accordance with this Order.

DELIVERY OF COURT MATERIALS

The Company will include in the Meeting Materials a copy of this Interim Order and the Notice of Hearing of Petition for Final Order (the “Court Materials”) and will make available to any Shareholders requesting same, a copy of each of the Petition herein and the accompanying Affidavit.
Delivery of the Court Materials with the Meeting Materials in accordance with this Interim Order will constitute good and sufficient service or delivery of such Court Materials upon all persons who are entitled to receive the Court Materials pursuant to this Interim Order and no other form of service or delivery need be made and no other materials need to be served on or delivered to such persons in respect of these proceedings.

FINAL APPROVAL HEARING

Upon the approval, with or without variation, by the Shareholders of the Arrangement in the manner set forth in this Interim Order, the Company may set the Petition down for

hearing and apply for an order of this Court: (i) approving the Plan of Arrangement pursuant to section 291(4)(a) of the BCBCA; and (ii) determining that the Arrangement is procedurally and substantively fair and reasonable pursuant to section 291(4)(c) of the BCBCA (collectively, the “Final Order”). The hearing of the Final Order will be held on Tuesday, September 9, 2025 at 9:45 a.m. (Vancouver time) or as soon thereafter as the Final Order can be heard or at such other date or time as the Company may advise or court may direct at the Courthouse at 800 Smithe Street, Vancouver, British Columbia.

Any Shareholder or other interested party has the right to appear (either in person or by counsel) and make submissions at the hearing of the Petition provided that such Shareholder or interested party will:

(a) file with this Court a Response, in the form prescribed by the Supreme Court Civil Rules, together with any evidence or material that is to be presented to the Court at the hearing of the application; and

(b) deliver a copy of the filed Response together with a copy of all materials on which such Shareholder or interested party intends to rely at the hearing of the Petition, including an outline of such Shareholder’s or interested party’s proposed submissions to the Company c/o McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, Attention: Arman Farahani, subject to the direction of the Court,

by no later than 4:00 p.m. (Vancouver Time) on the day that is two business days prior to the hearing of the Petition.

If the application for the Final Order is adjourned, only those persons who have filed and delivered a Response, in accordance with the preceding paragraph of this Interim Order, need to be served with notice of the adjourned date.
The Final Order, if granted, will provide the basis for reliance on the exemption from registration provided in Section 3(a)(10) of the United States Securities Act of 1933, as amended, with respect to the issuance of securities pursuant to the Plan of Arrangement.

9 -
The Company will not be required to comply with Rules 8-1 and 16-1 of the Supreme Court Civil Rules in relation to the hearing of the Petition for the Final Order approving the Plan of Arrangement, and any materials to be filed by the Company in support of the application for the Final Order may be filed prior to the hearing of the application for the Final Order without further order of this Court.

VARIANCE

The Company is at liberty to apply to this Honourable Court to vary the Interim Order or for advice and direction with respect to the Plan of Arrangement or any of the matters related to the Interim Order and the Company need not comply with Rule 8-1 of the Supreme Court Civil Rules in any application to do so.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

CHECKED

No. S-255694

Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF PART 9, DIVISION 5, SECTION 291 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c. 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT AMONG BASIN URANIUM CORP., ITS SECURITYHOLDERS, BLADE RESOURCES INC. AND NEXUS URANIUM CORP.

BASIN URANIUM CORP.

PETITIONER

NOTICE OF HEARING OF PETITION

TO: The holders (the "Shareholders") of common shares ("Shares") in the capital of Basin Uranium Corp. (the "Company")

NOTICE IS HEREBY GIVEN that a Petition to the Court has been filed by the Company in the Supreme Court of British Columbia for approval, pursuant to section 291 of the Business Corporations Act, S.B.C. 2002 c. 57 and amendments thereto, of an arrangement contemplated in an arrangement agreement dated June 25, 2025 (as same may be amended or restated from time-to-time) between the Company, Nexus Uranium Corp. and Blade Resources Inc. (the "Arrangement").

NOTICE IS FURTHER GIVEN that by Order of Associate Judge Vos, an associate judge of the Supreme Court of British Columbia, dated August 1, 2025, the Court has given directions by means of an interim order (the "Interim Order") on the calling of an annual and special meeting (the "Meeting") of the Shareholders for the purpose of, among other things, considering and voting upon a special resolution to approve the Arrangement.

NOTICE IS FURTHER GIVEN that if the Arrangement is approved at the Meeting, the Petitioner intends to apply to the Supreme Court of British Columbia for a final order (the "Final Order") approving the Arrangement and declaring that the Arrangement is

procedurally and substantively fair and reasonable to the Shareholders, which application will be heard at the courthouse at 800 Smithe Street, in the City of Vancouver, in the Province of British Columbia or as the Court may direct on September 9, 2025 at 9:45 a.m. (Vancouver time), or so soon thereafter as counsel may be heard or at such other date and time as the Company or the Court may direct.

IF YOU WISH TO BE HEARD AT THE HEARING OF THE APPLICATION FOR THE FINAL ORDER OR WISH TO BE NOTIFIED OF ANY FURTHER PROCEEDINGS, YOU MUST GIVE NOTICE OF YOUR INTENTION by filing a form entitled “Response to Petition” together with any evidence or materials which you intend to present to the Court at the Vancouver Registry of the Supreme Court of British Columbia or as the Court may direct and YOU MUST ALSO DELIVER a copy of the Response to Petition and any other evidence or materials to the Company’s address for delivery, which is set out below, on or before September 5, 2025 at 4:00 p.m. (Vancouver time).

YOU OR YOUR SOLICITOR may file the Response to Petition. You may obtain a form of Response to Petition at the Registry or online from the BC Supreme Court website. The address of the Registry is 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1.

IF YOU DO NOT FILE A RESPONSE TO PETITION AND ATTEND EITHER IN PERSON (OR AS DIRECTED BY THE COURT) OR BY COUNSEL at the time of the hearing of the application for the Final Order, the Court may approve the Arrangement, as presented, or may approve it subject to such terms and conditions as the Court deems fit, all without further notice to you. If the Arrangement is approved, it will affect the rights of the Shareholders.

A copy of the Petition to the Court and the other documents that were filed in support of the Interim Order and will be filed in support of the Final Order will be furnished to any Shareholder upon request in writing addressed to the solicitors of the Petitioner at the address for delivery set out below.

The Petitioner’s address for delivery is:

McMillan LLP
Suite 1500, 1055 West Georgia Street
PO Box 11117
Vancouver, BC V6E 4N7
Attention: Arman Farahani

DATED this 1st day of August 2025.

Darlene Lumin
Counsel for the Petitioner,
Basin Uranium Corp.

APPENDIX G – DISSENT RIGHTS
DIVISION 2 OF PART 8 OF THE BCBCA

Definitions and application

237 (1) In this Division:

“dissenter” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“notice shares” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“payout value” means,

in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or
(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles

to alter restrictions on the powers of the company or on the business the company is permitted to carry on, or

G-1

without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91;

(a) under section 272, in respect of a resolution to adopt an amalgamation agreement;
(b) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;
(c) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(d) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;
(e) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(f) in respect of any other resolution, if dissent is authorized by the resolution;
(g) in respect of any court order that permits dissent.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

G-2

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder’s own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

G-3

(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favor of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

G-4

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

(i) the names of the registered owners of those other shares,

G-5

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the beneficial owner, and
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and
(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

G-6

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

G-7

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a

G-8

liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
(b) the resolution in respect of which the notice of dissent was sent does not pass;
(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;
(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;
(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;
(g) with respect to the notice shares, the dissenter consents to, or votes in favor of, the resolution in respect of which the notice of dissent was sent;
(h) the notice of dissent is withdrawn with the written consent of the company;
(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

G-9

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

G-10

H-1

APPENDIX H - INFORMATION CONCERNING NEXUS POST-ARRANGEMENT

Unless the context otherwise requires, all references in this Appendix “H” to “Nexus” means “Nexus Uranium Corp.”, all references to “Nexus Shares” or “Common Shares” means common shares in the capital of Nexus, and all references to “Nexus Board” or “Board” means the board of directors of Nexus. Certain other terms used in this Appendix “H” that are not otherwise defined herein are defined under “Glossary of Terms” in the Circular to which this Appendix “H” is attached.

This Appendix “H” is a summary of Nexus, its business and operations, as it is anticipated to exist following the Arrangement. This should be read together with the more detailed information and financial data and statements contained elsewhere in this Circular.

As this Appendix “H” set outs anticipated future information regarding Nexus, it necessarily contains statements that constitute forward-looking statements within the meaning of applicable securities Laws. See “Forward-Looking Statements” in the Circular.

CORPORATE STRUCTURE

Name and Incorporation

On completion of the Arrangement, Nexus will continue to operate under the name Nexus Uranium Corp. and be governed by the laws of the Province of British Columbia. After the Effective Time, Nexus will own all of the outstanding Basin Shares, and Basin will be a wholly-owned subsidiary of Nexus.

Following completion of the Arrangement, Nexus will continue to be a reporting issuer in the provinces of Alberta, British Columbia, and Ontario, and the Nexus Shares will continue to trade on the CSE under the symbol “NEXU”, and on the OTCQB under the symbol “GIDMF”. Nexus’ head office will continue to be located at #503, 905 West Pender St., Vancouver, British Columbia, V6C 1L6, and Nexus’ registered and records office will continue to be located at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Intercorporate Relationship

At the Effective Time, Nexus will directly own all of the issued and outstanding Basin Shares and 40% of the issued and outstanding Spinco Shares. Nexus will own and hold all of the property of Basin and Basin’s wholly-owned Subsidiaries, as well as all rights, contracts, permits and interests of Basin and Basin’s wholly-owned Subsidiaries.

Following completion of the Arrangement, Nexus will have the following subsidiaries:

Name of Subsidiary	Jurisdiction of Incorporation	Percentage of Voting Shares beneficially owned directly or indirectly by Nexus
1406126 BC Ltd.	British Columbia	100% directly
Golden Independence Nevada Corp.	Nevada	100% directly

Name of Subsidiary	Jurisdiction of Incorporation	Percentage of Voting Shares beneficially owned directly or indirectly by Nexus
Basin Uranium Corp.	British Columbia	100% directly
1353906 B.C. Ltd.	British Columbia	100% indirectly, through Basin
Clean Energy Nuclear Corp.	Nevada	100% indirectly, through Basin
1466908 B.C. Ltd.	British Columbia	100% indirectly, through Basin

The following diagram sets forth the corporate structure of Nexus following the completion of the Arrangement.

BUSINESS OF THE COMPANY

Description of the Business of Nexus post-Arrangement

On completion of the Arrangement, Nexus will carry on the business operated by Nexus and Basin, and its efforts will be directed at furthering the exploration of Nexus and Basin's existing mineral properties, principally those noted below, as well as the potential identification, acquisition, evaluation and exploration of other mineral properties. It is expected that Nexus will own $40\%$ of Spinco's Shares immediately following the Arrangement.

Except as otherwise described in this Appendix, the business and information of Nexus following the Arrangement will generally be that of Nexus as disclosed in Appendix "D" to this Circular.

Post-Arrangement, Nexus' portfolio of assets will include the following mineral projects:

The Chord Project in South Dakota, USA, held by Basin. See technical report prepared for Basin titled "Chord Uranium Project Fall River County, South Dakota, USA, Mineral Resource NI 43-101 Technical Report" with an effective

date of May 7, 2024, on the SEDAR+ profile of Basin at www.sedarplus.ca, which report is incorporated by reference into this Appendix “H”

The Cree East Project in Saskatchewan, held by Nexus. See “Mining Property – Cree East Project” in Appendix “D” of this Circular.

Description of Securities

The authorized share capital of Nexus post-Arrangement will be the same as the currently authorized share capital of Nexus, as described in Appendix “D”, and the rights associated with each Nexus Share post-Arrangement will be the same as the rights associated with each Nexus Share as described in Appendix “D”. Post-Arrangement, Nexus will continue to have an unlimited number of Nexus Shares authorized for issuance.

Upon completion of the Arrangement, it is anticipated that there will be 72,963,902 Nexus Shares issued and outstanding, with former Basin Shareholders holding approximately 41% of the total Nexus Shares. It is anticipated that the Basin Shares will be de-listed from the CSE following completion of the Arrangement.

CONSOLIDATED CAPITALIZATION

The following table sets out the anticipated capitalization of Nexus post-Arrangement:

Description	Amount Outstanding as at the date of this Information Circular	Anticipated Amount Outstanding upon completing the Arrangement
Common Shares	42,963,902	72,963,902
Stock Options(1)	3,275,666	4,487,753
Warrants(2)	12,889,408	21,264,295
Restricted Share Units	Nil	Nil

Notes
(1) Includes an estimated 1,212,087 Nexus Shares issuable on exercise of Replacement Options issued to former Basin Optionholders at the Effective Time.
(2) Includes an estimated 8,374,887 Nexus Shares issuable on exercise of former Basin Warrants following the Effective Time.

SELECTED UNAUDITED PRO-FORMA FINANCIAL INFORMATION

Certain selected unaudited pro forma financial information is set forth in the following tables. Such information should be read in conjunction with the unaudited pro forma consolidated financial statements of Nexus after giving effect to the Arrangement for the year ended November 30, 2024, and as at and for the three months ended February 28, 2025, and the accompanying notes thereto attached as Appendix “O” to the Circular.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the operating or financial results that would have occurred had the Arrangement occurred at the times contemplated by the notes to the unaudited pro forma

consolidated financial statements set forth in Appendix “O”, or of the results expected in future periods.

Nexus Uranium Corp.

Selected Pro-Forma Consolidated Financial Statement Information
Balance Sheet as at February 28, 2025
(Unaudited)

Assets	Pro-Forma Consolidated Balance
Current Assets
Cash and cash equivalents	$2,949,789
Other current assets	$110,043
Total Current Assets	$3,059,832

Exploration and evaluation assets	$8,650,474
Investment in Blade Resources Inc.	$316,468
Goodwill	$971,184
Total Assets	$12,997,958

Liabilities and Shareholders’ Equity
Total current liabilities	$133,816
Total shareholders’ equity	$12,864,142
Total Liabilities and Shareholders’ Equity	$12,997,958

Nexus Uranium Corp.

Selected Pro-Forma Consolidated Financial Statement Information
Combined Statement of Comprehensive Loss for the Interim Period Ended February 28, 2025
(Unaudited)

Expenses
General and administrative	$85,979
Consulting fees	$47,235
Management fees	$155,476
Professional fees	$146,786
Stock based compensation	$282,246
Net operating loss	$717,722

Other items
Interest income	$7,528
Unrealized loss on adjustment to fair market value	$(85,500)
Gain on sale of marketable securities	$54,010
Option payments received	$15,000
Loss on transfer of assets to Blade Resources Inc.	$(3,353,945)
Net Loss and Comprehensive Loss for the period	$4,080,629

H-5

ESCROWED SECURITIES

Following the completion of the Arrangement, there will be no Nexus securities held in escrow or subject to contractual restrictions on transfer.

PRINCIPAL SECURITYHOLDERS

To the best of the knowledge of the directors and executive officers of Nexus and Basin, upon completion of the Arrangement, there will be no person or company who will beneficially own, or exercises control or direction over, directly or indirectly, shares carrying more than 10% of the voting rights attached to all issued and outstanding shares of Nexus following completion of the Arrangement.

DIRECTORS AND OFFICERS

Upon completion of the Arrangement, the Nexus Board is expected to be comprised of the current five Nexus directors, being Jeremy Poirier, Benjamin Hinkle, Jordon Witham-Carroll, Warren Robb, and Drew St. Laurent, and a sixth director, Michael Blady, will be appointed to the Nexus Board at the Effective Time, pursuant to the terms of the Arrangement Agreement. Jeremy Poirer will remain the Chief Executive Officer, and Joel Leonard will remain the Chief Financial Officer and Corporate Secretary of Nexus post-Arrangement.

Information regarding Jeremy Poirier, Benjamin Hinkle, Jordon Witham-Carroll, Warren Robb, Drew St. Laurent, and Joel Leonard may be found in Appendix “D” – “Information Concerning Nexus – Directors and Officers”. Information on Michael Blady can be found in this Circular under “Election of Directors”. Michael Blady is the current Chief Executive Officer and a director of Basin and has held those roles since 2021 and 2022.

As at the date of this Circular, other than Joel Leonard, CFO of Basin and Nexus, who holds 10,189 Nexus Shares, the directors and officers of Nexus do not beneficially, directly or indirectly own any Basin Shares and the Basin directors and officers do not beneficially, directly or indirectly own any Nexus Shares.

As at the date of this Circular, it is anticipated that the directors and executive officers of Nexus, post-Arrangement, as a group, will own beneficially, or control or direct, directly or indirectly, 596,771 Nexus Shares, or 0.82% of the then issued and outstanding Nexus Shares, including approximately 368,750 Nexus Shares that will be issuable to Mr. Blady at the Effective Time for his 312,500 Basin Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To Nexus’ knowledge, other than as set out below, no director or executive officer of Nexus post-Arrangement is, as at the date hereof, or was, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Nexus) that:

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

(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to act in that capacity, and which resulted from an event that occurred while that person was acting in that capacity; or

(c) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No director, chief executive officer or chief financial officer of Nexus post-Arrangement is, or has been, within the 10 years prior to the date of this Circular, 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.

No director, chief executive officer or chief financial officer of Nexus post-Arrangement has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or has been subject to 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.

Jeremy Poirier, a director and Nexus' Chief Executive Officer, entered into a settlement agreement dated July 22, 2022 with the BCSC. Mr. Poirier was formerly the Chief Executive Officer and a director of Bearing Lithium Corp. ("Bearing"). Pursuant to the settlement agreement, Bearing (then known as Bearing Resources Ltd.) agreed that it retained Stock Social Inc. ("SSI"), a marketing company, to conduct investor relations and that SSI disseminated advertorials and social media posts about Bearing (collectively, the "Promotional Materials") during the period of January 2017 to February 2017 and failed to ensure such Promotional Materials disclosed they were issued on behalf of Bearing, which is a contravention of section 52(2) of the Securities Act (British Columbia) (the "Act"). Mr. Poirier, who was the Chief Executive Officer and a director of Bearing at such time, agreed that he authorized, permitted or acquiesced in Bearing's contravention of section 52(2) of the Act and therefore contravened the same provision. Bearing paid the BCSC $25,000 in settlement of the matter and Mr. Poirier paid the BCSC $10,000 in settlement of the matter.

From July 15, 2015 to November 4, 2015, Warren Robb, a director of Nexus, was restricted from joining any TSX-V listed issuer as an officer or director without prior written acceptance from the TSX-V. The restriction was lifted upon Mr. Robb completing a TSX-V required directors and officers course.

H-6

H-7

EXECUTIVE COMPENSATION

Following the completion of the Arrangement, it is expected that Nexus will maintain its policies with respect to executive and director compensation. See Appendix “D” – "Information Regarding Nexus – Executive Compensation".

AUDITOR, TRANSFER AGENT AND REGISTRAR

Following completion of the Arrangement, it is expected that the auditor of Nexus will continue to be Manning Elliott LLP of 1050 W. Pender Street, Vancouver, BC V6E 3S7.

Following completion of the Arrangement, it is expected that the transfer agent and registrar of Nexus will continue to be Endeavor Trust Corporation of Suite 702, 777 Hornby St., Vancouver, BC V6Z 1S4.

RISK FACTORS

The business and operations of Nexus, post-Arrangement, an investment in Nexus Shares, and the completion of the Arrangement will continue to be subject to certain risks currently faced by Nexus and Basin, as well as certain risks unique to Nexus following completion of the Arrangement. In assessing the Arrangement, Basin Shareholders should carefully consider the risks described in this Circular and in the documents included as Appendices to this Circular.

I-1

APPENDIX I – NEXUS AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE YEARS ENDED NOVEMBER 30, 2024, 2023, AND 2022 AND ASSOCIATED MANAGEMENT’S DISCUSSION AND ANALYSIS

NEXUS URANIUM CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, 2024 and 2023

(Expressed in Canadian Dollars)

manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of Nexus Uranium Corp.

Opinion

We have audited the consolidated financial statements of Nexus Uranium Corp. and its subsidiaries ("the Company") which comprise:

the consolidated statements of financial position as at November 30, 2024 and 2023;
the consolidated statements of comprehensive loss for the years then ended;
the consolidated statements of changes in equity for the years then ended;
the consolidated statements of cash flows for the years then ended; and
the notes to the consolidated financial statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at November 30, 2024 and 2023 and its consolidated financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying consolidated financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended November 30, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our auditors' report:

Assessment of Impairment Indicators of Exploration and Evaluation Assets ("E&E Assets")

We draw attention to Notes 2(f), 3 and 6 of the Financial Statements. The carrying amount of E&E Assets amounted to $7,960,167 as at November 30, 2024. E&E Assets are assessed for impairment if (i) the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in a specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities, (iv) sufficient data exists to determine technical feasibility and commercial viability, and (v) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, which is impacted by the Company's plans for the E&E Assets. This in turn led to a high degree of auditor judgment and subjectivity in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment.

Our audit response to the key audit matter was as follows:

Evaluating management's assessment of impairment indicators.
Evaluating management's plans for the E&E Assets through inquiry with management, inspection of news releases issued by the Company and review of the Company's budgets.
Reviewing the Company's recent expenditure activity and reasonability of future plans based on available resources and planned financings taking into account the Company's history of raising funds to conduct exploration activities on its E&E Assets.
Assessing compliance with option agreements including comparing cash payments and share issuances with the terms contained in those agreements.
Obtaining confirmation from optionors that the Company's option agreements are in good standing.
Examining evidence that the title for a sample of mineral rights underlying the E&E Assets are in good standing.

Other Information

Management is responsible for the other information. The other information comprises the Company's Management Discussion and Analysis to be filed with the relevant Canadian securities commissions.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are, therefore, the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors' report is Waseem Javed.

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia
March 31, 2025

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)

	November 30, 2024	November 30, 2023
	$	$
ASSETS
CURRENT
Cash	2,693,928	1,241,952
Investments (Note 5)	65,250	50,000
Amounts receivable	47,316	38,459
Prepaid expense	30,085	10,825
	2,836,579	1,341,236
EXPLORATION AND EVALUATION ASSETS (Note 6)	7,960,167	13,884,283
INVESTMENTS (Note 5)	65,250	-
	10,861,996	15,225,519

LIABILITIES

CURRENT

Accounts payable and accrued liabilities (Note 7) 94,407 95,719

LONG TERM

Due to America's Gold Exploration Inc. (Note 6) - 306,628

94,407 402,347

SHAREHOLDERS' EQUITY

SHARE CAPITAL (Note 8)	28,258,366	20,578,484
CONTRIBUTED SURPLUS (Note 8)	1,878,134	1,335,221
DEFICIT	(19,368,911)	(7,090,533)
	10,767,589	14,823,172
	10,861,996	15,225,519

NATURE OF OPERATIONS AND GOING CONCERN (Note 1)

COMMITMENT (Note 13)

SUBSEQUENT EVENTS (Note 14)

Approved and authorized for issue on behalf of the Board on March 31, 2025.

"Jeremy Poirier" Director

"Warren Robb" Director

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian dollars)

	Year ended November 30, 2024	Year ended November 30, 2023
	$	$
EXPENSES
Consulting fees	150,337	109,901
Insurance	12,500	1,042
Investor relations and advertising	2,142,659	669,053
Management fees (Note 9)	228,365	196,619
Office and miscellaneous	25,795	9,633
Professional fees	264,604	188,725
Rent	24,762	20,952
Share-based payments (Note 7)	1,093,002	280,289
Transfer agent and filing fees	43,627	75,910
NET OPERATING LOSS	(3,985,651)	(1,552,124)
OTHER ITEMS
Unrealized gain on adjustment to fair market value (Note 5)	85,500	-
Gain on sale of marketable securities (Note 5)	4,880	-
Interest income	23,260	-
Option payments received	-	28,161
Foreign exchange gain	-	1,352
Loss on disposition of exploration and evaluation asset (Note 6)	(8,608,494)	-
Impairment of exploration and evaluation asset (Note 6)	(182,273)	-
	(12,662,778)	29,513
NET LOSS AND COMPREHENSIVE LOSS	(12,662,778)	(1,522,611)
LOSS PER SHARE (basic and diluted)	(0.47)	(0.11)
WEIGHTED AVERAGE NUMBER OF COMMON SHARE OUTSTANDING	27,039,175	14,440,368

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian dollars)

	Common Shares		Contributed Surplus	Deficit	Total
	Number of Shares	Amount
		$	$	$	$
Balance, November 30, 2022	4,418,394	14,770,271	1,093,567	(5,674,472)	10,189,366
Shares issued for cash, net of share issuance costs	7,076,352	2,125,128	67,915	–	2,125,128
Shares issued for property	7,300,000	3,751,000	–	–	3,751,000
Stock option issuance	–	–	279,435	–	278,599
Stock option expiration	–	–	(106,550)	106,550	–
RSU issuance	–	–	854	–	854
Net loss for the year	–	–	–	(1,522,611)	(1,522,611)
Balance, November 30, 2023	18,794,746	20,578,484	1,335,221	(7,090,533)	14,823,172
Shares issued for cash, net of share issuance costs	5,287,114	2,411,119	123,589	–	2,534,708
Shares issued for property	5,133,392	2,528,631	–	–	2,528,631
Stock option issuance	–	–	563,094	–	563,094
Shares issued for exercise of options	170,000	155,131	(76,081)	–	79,050
Shares issued for exercise of warrants	2,574,632	1,351,588	(64,272)	–	1,287,316
RSU issuance	–	–	530,033	–	530,033
RSU exercise	245,000	149,050	(149,050)	–	–
RSU expiration	–	–	(384,400)	384,400	–
Shares issued for advisory services and finders fees	1,627,272	1,084,363	–	–	1,084,363
Net loss for the year	–	–	–	(12,662,788)	(12,662,778)
Balance, November 30, 2024	33,832,156	28,258,366	1,878,134	(19,368,911)	10,767,589

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in Canadian dollars)

	Year ended November 30, 2024	Year ended November 30, 2023
	$	$
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss for the period	(12,662,778)	(1,522,611)
Items not involving cash:
Share-based payments	1,093,002	280,289
Loss on disposition of exploration and evaluation asset	8,608,494	–
Impairment of exploration and evaluation asset	182,273	–
Unrealized gain on adjustment to fair market value	(85,500)	–
Gain on sale of marketable securities	(4,880)	–
Changes in operating assets and liabilities:
Amounts receivable	(8,857)	(19,394)
Accounts payable and accrued liabilities	(1,312)	(22,025)
Due to America’s Gold Exploration Inc.	–	134,121
Prepaid expenses	(19,260)	8,324
Cash used in operating activities	(2,898,818)	(1,141,296)
INVESTING ACTIVITIES
Mineral property acquisition and exploration costs	(780,285)	(415,246)
Disposition of marketable securities	9,880	–
Proceeds from disposition of exploration and evaluation asset	1,220,000	–
Cash used in investing activities	449,595	(415,246)
FINANCING ACTIVITIES
Issuance of shares and warrants, net of share issuance costs	2,534,708	2,125,128
Proceeds from exercise of warrants	1,287,316
Proceeds from exercise of options	79,175	–
Cash provided by financing activity	3,901,199	2,125,128
INCREASE (DECREASE) IN CASH DURING THE YEAR	1,451,976	(568,586)
CASH, BEGINNING OF YEAR	1,241,952	673,366
CASH, END OF YEAR	2,693,928	1,241,952
SUPPLEMENTAL DISCLOSURES
Interest paid	–	–
Income taxes paid	–	–

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Nexus Uranium Corp. (the "Company") was incorporated on May 31, 2017 under the laws of British Columbia. The address of the Company's corporate office and its principal place of business is 503-905 Pender St. W, Vancouver, British Columbia, Canada, V6C 1L6.

On November 10, 2023, the Company's name was changed from Golden Independence Mining Corp. to Nexus Uranium Corp. and the Company began trading under the stock symbol "NEXU".

The Company's principal business activities include the acquisition and exploration of mineral property assets. As at November 30, 2024, the Company had not yet determined whether the Company's mineral property asset contains ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time.

The Company had a deficit of $19,368,911 as at November 30, 2024, which has been funded by the issuance of equity. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. These conditions indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.

These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these consolidated financial statements.

2. MATERIAL ACCOUNTING POLICIES

a) Statement of compliance

The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements were authorized for issue in accordance with a resolution from the Board of Directors on March 31, 2025.

b) Basis of presentation

The consolidated financial statements have been prepared on the historical cost basis, with the exception of financial instruments which are measured at fair value. In addition, these condensed consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements.

These consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency. The functional currency of Golden Independence Nevada Corp. is the U.S. dollar. The assets and liabilities of Golden Independence Nevada Corp. are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their income and expense items are translated at the spot exchange rate for the period. Exchange differences arising on the translation are recognized in other comprehensive income.

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

MATERIAL ACCOUNTING POLICIES (continued)

c) Basis of consolidation

The consolidated financial statements include the accounts of the Company and its controlled entities as follows:

Entity	Country of Incorporation	Ownership	Functional Currency
Golden Independence Nevada Corp.	U.S.A.	100%	US Dollar
1406126 BC Ltd.	Canada	100%	Canadian Dollar

The consolidated financial statements include the financial statements of subsidiaries subject to control by the Company. Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of operations and comprehensive loss for the effective date of acquisition or up to the effective date of disposal, as appropriate. All inter-company transactions and balances are eliminated on consolidation. The financial statements of the subsidiaries are prepared using consistent accounting policies and reporting date as of the Company.

During the year, Golden Independence Nevada Corp., a wholly owned subsidiary of the Company, held a 51.54% interest in Independence Mining LLC, which owned the development-stage Independence Project in Nevada. As Golden Independence Nevada Corp. controlled Independence Mining LLC by virtue of its majority interest, the results of Independence Mining LLC were included in the Company's consolidated financial statements up to the date of disposal.

On October 8, 2024, the Company completed the sale of its 51.54% interest in Independence Mining LLC for total proceeds of C$1.22 million. This disposal followed America's Gold Exploration Inc. ("AGEI") exercising its right of first refusal under the joint venture agreement. The effective date of disposal was October 8, 2024, and from that date forward, the Company no longer consolidates the financial position and results of Independence Mining LLC. Any gain or loss arising on this disposal is recorded in the consolidated statement of operations and comprehensive loss as at the date of disposal.

d) Financial instruments

Financial Assets

On initial recognition financial assets are classified as measured at:

i. Amortized cost;
ii. Fair value through other comprehensive income ("FVOCI"); and
iii. Fair value through profit and loss ("FVTPL").

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

10 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

Subsequent measurement of financial assets depends on their classification:

i. Amortized cost

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.

The Company does not have any assets classified at amortized cost.

ii. FVOCI

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these financial assets is included as finance income using the effective interest rate method.

The Company does not have any assets classified at FVOCI.

iii. FVTPL

Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the Statement of Loss and Comprehensive Loss in the period in which it arises.

The Company's cash is classified at FVTPL.

Financial Liabilities and Equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the group entities are recorded at the proceeds received, net of direct issue costs.

Financial liabilities are classified as measured at (i) FVTPL; or (ii) amortized cost.

A financial liability is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI and the remaining amount of the change in the fair value is presented in profit or loss.

The Company does not classify any financial liabilities at FVTPL.

e) Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method. The Company classifies accounts payable and amounts due to Americas Gold Exploration Inc. at amortized cost.

11 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

A financial liability is derecognized when the contractual obligation under the liability is discharged, cancelled or expires or its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

f) Exploration and evaluation assets

Exploration and evaluation assets include the costs of acquiring mineral claims and licenses, costs associated with exploration and evaluation activities, and the fair value (at acquisition date) of exploration and evaluation assets acquired. Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation expenditures are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as mineral concession taxes, option payments, wages and salaries, surveying, geological consulting and laboratory, field supplies, travel and administration. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they are incurred. Exploration and evaluation properties are not amortized during the exploration and evaluation stage.

Exploration and evaluation assets are assessed for impairment if (i) the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in a specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities, (iv) sufficient data exists to determine technical feasibility and commercial viability, and (v) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

g) Impairment of non-financial assets

Non-financial assets, including exploration and evaluation assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down to its recoverable amount. An impairment loss is charged to consolidated statements of comprehensive loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in income or loss.

The recoverable amount is the higher of the fair value less costs of disposal and the value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows ("cash generating units" or "CGU's). These are typically the individual properties or projects.

12 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

h) Reclamation provisions

The Company recognizes a provision for statutory, contractual, constructive or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral properties, plant and equipment. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired, and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and risks specific to the liability.

When an obligation is initially recognized, the corresponding cost is capitalized to the carrying amount of the related asset in mine property, plant and equipment. These costs are depreciated on a basis consistent with the depreciation, depletion, and amortization of the underlying assets. The obligation is accreted over time for the change in its present value, with this accretion charge recognized as a finance expense in profit or loss. Additional environment disturbances or changes in reclamation costs will be recognized as additions to the corresponding assets and reclamation provision in the year in which they occur.

Additional environment disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the year in which they occur. The Company has no material restoration, reclamation, rehabilitation or environmental obligation as the disturbance to date is minimal.

i) Share-based payments

Share-based payments to employees are measured at fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The corresponding amount is recorded to contributed surplus. The fair value of options is determined using the Black-Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

j) Cash and cash equivalents

Cash and cash equivalents include cash on hand readily convertible into a known amount of cash and can be redeemed at any time without penalties, and amounts held in trust.

k) Share capital

The Company's common shares, and any future offerings of share warrants and options are classified as equity instruments. Incremental costs directly related to the issue of new shares or options are shown in equity as a deduction from the proceeds. For equity offerings of units consisting of a common share and warrant, when both instruments are classified as equity, warrants that are part of units are accounted for using the residual method, following an allocation of the unit price to the fair value of the common shares that were concurrently issued. Warrants that are issued as payment for an agency fee or other transactions costs are accounted for as share-based payments.

13 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

1) Income taxes

Income taxes comprise both current and deferred tax. Income tax is recognized in the statement of loss except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case the income tax is also recognized in other comprehensive income or directly in equity. Current income taxes are the expected taxes payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to taxes payable in respect of previous years.

The Company accounts for potential future net tax assets which are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and which are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. When the future realization of income tax assets does not meet the test of being more likely than not to occur, no net asset is recognized.

m) Loss per share

Basic loss per share is calculated by dividing the net loss for the period available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. Basic and diluted loss per share are the same for the periods presented. The Company uses the treasury stock method of calculating fully diluted earnings per share amounts, whereby any proceeds from the exercise of stock options or other dilutive instruments are assumed to be used to purchase common shares at the average market price during the year.

n) Foreign currency

Transactions and balances in currencies other than the Canadian dollar, the currency of the primary economic environment in which the Company operates ("the functional currency"), are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange prevailing on the consolidated statement of financial position date are recognized in the consolidated statement of comprehensive loss.

o) Change in accounting standards

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of these consolidated financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

14 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Significant accounting estimates

i. the measurement of deferred income tax assets and liabilities;
ii. fair value of marketable securities; and
iii. the inputs used in accounting for share-based payments.

Significant accounting judgements

i. the determination of categories of financial assets and financial liabilities;
ii. the evaluation of the Company's ability to continue as a going concern; and
iii. the assessment of indicators of impairment of the exploration and evaluation assets and related determination of the recoverable amounts and write-down of the exploration and evaluation assets where applicable.

4. ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

5. MARKETABLE SECURITIES

Marketable securities consist of investments in quoted equity shares of public companies. For public companies, the fair value of the equity shares has been determined directly by reference to published price quotations in an active market.

Valleyview Resources Ltd. (TSXV: VVR)	November 30, 2024	November 30, 2023
Number of Shares	900,000	1,000,000
Fair value	$130,500	$50,000

During the year ended November 30, 2023, the Company:

i) Received 1,000,000 shares of Valleyview Resources Ltd. pursuant to their option agreement for the Fraser Lake project.
ii) Shares of Valleyview Resources Ltd. are subject to escrow policy 5.4 and are subject to release per the following terms:

1/10 released on the exchange bulletin date (received);
1/6 released in 6-month intervals over a three-year period.

During the year ended November 30, 2024, the Company sold 100,000 shares of Valleyview Resources Ltd. for net proceeds of $9,880. As the cost base of these shares was $5,000, the Company recognized a net gain of $4,880 on this transaction, which is included in the consolidated statement of operations and comprehensive loss for the year.

15 -

NEXUS URANIUM CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023

(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET

For the years ended November 30, 2024 and 2023, the Company incurred the following acquisition and exploration expenditures:

	Independence Property	Stobart Property	Fraser Lake Property	Cree East Property	Napoleon Property	Wray Mesa Property	Total
	$	$	$	$	$	$	$
Acquisition Costs:
Balance, November 30, 2022	5,650,130	-	17,302	-	-	-	5,667,432
Cash	24,270	-	-	-	-	50,000	74,270
Shares	-	-	-	-	3,640,000	111,000	3,751,000
Cost Recoveries	-	-	(17,302)	-	-	-	(17,302)
Balance, November 30, 2023	5,674,400	-	-	-	3,640,000	161,000	9,475,400
Cash	-	-	-	500,000	-	-	500,000
Shares	-	-	-	3,578,631	-	-	3,578,631
Less:
Disposition	(5,674,400)	-	-	-	-	-	(5,674,400)
Impairment	-	-	-	-	-	(161,000)	(161,000)
Balance, November 30, 2024	-	-	-	4,078,631	3,640,000	-	7,718,631
Exploration Costs:
Balance, November 30, 2022	4,096,070	-	4,535	-	-	-	4,100,605
Drilling and assay	127,804	-	-	-	19,448	-	147,252
Technical	27,454	-	-	-	-	-	27,454
Licensing	20,964	-	-	-	-	-	20,964
Field work	85,841	-	-	-	-	-	85,841
Legal	31,302	-	-	-	-	-	31,302
Less:
Cost Recoveries	-	-	(4,535)	-	-	-	(4,535)
Balance, November 30, 2023	4,389,435	-	-	-	19,448	-	4,408,883
Drilling and assay	2,275	-	-	216,643	4,175	21,273	244,366
Technical	5,057	-	-	-	-	-	5,057
Licensing	1,249	1,270	-	-	-	-	2,519
Field work	21,248	-	-	-	-	-	21,248
Legal	23,097	-	-	-	-	-	23,097
Less:
Disposition	(4,442,361)	-	-	-	-	-	(4,442,361)
Impairment	-	-	-	-	-	(21,273)	(21,273)
Balance, November 30, 2024	-	1,270	-	216,643	23,623	-	241,536
Total, November 30, 2024	-	1,270	-	4,295,274	3,663,623	-	7,960,167
Total, November 30, 2023	10,063,835	-	-	-	3,659,448	161,000	13,884,283

16 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

Cree East Property

Pursuant to an option agreement (the "Option Agreement") dated March 18, 2024, the Company was granted an option to acquire up to a 75% interest in the Cree East Property (the "Property") by CanAlaska Uranium Ltd. ("CanAlaska"), located in Athabasca Basin of Saskatchewan, Canada.

Pursuant to the option agreement, the Company may acquire up to a 75% interest in the Project through staged cash, share, and work commitments, as follows:

(a) To earn an initial 40% interest in the Property (the "40% Interest"), Nexus will:

i. Pay CanAlaska $750,000 in cash (Paid as at March 31, 2025),
ii. Issue common shares equal in value to $3,000,000 (Issued as at March 31, 2025),
iii. Incur $5,500,000 in exploration expenditures within the first 18 months from the effective date of the Option Agreement.

(b) To earn an additional 20% interest in the Project (the "60% Interest"), Nexus will:

i. Pay CanAlaska $1,000,000 in cash,
ii. Issue common shares equal in value to $3,000,000,
iii. Incur $6,500,000 in exploration expenditures within the following 24 months.

i. Pay CanAlaska $1,250,000 in cash,
ii. Issue common shares equal in value to $4,000,000,
iii. Incur $7,000,000 in exploration expenditures within the following 24 months.

The Option Agreement further provides that the Company and CanAlaska will form a joint venture arrangement in the following cases: (a) If Nexus has earned the 40% Interest but not the 60% Interest, (b) If Nexus has earned the 60% Interest but not the 75% Interest, (c) If Nexus has earned the 75% Interest.

All Common Shares issued under the Option Agreement will be subject to a four-month statutory hold period in accordance with Canadian securities laws and voluntary resale restrictions. These restrictions will release 25% of the Common Shares from such voluntary resale restrictions on the dates that are 3, 6, 9, and 12 months after their date of issue.

In connection with the Option Agreement, the Company has also issued 1,500,000 common shares to a third party as a finder's fee with a fair value of $1,050,000 which was recorded as acquisition costs for the Property.

Fraser Lake Property

On March 30, 2022, the Company acquired the Fraser Lake copper project located in the Quesnel Trough of Central British Columbia. Acquisition costs related to this property represent the costs associated with staking the claims with the mineral titles office of British Columbia.

On March 30, 2023, the Company announced the signing of an option agreement for the Fraser Lake copper property with Valleyview Resources Ltd. ("Valleyview"), a private British Columbia company. Pursuant to the terms of the option agreement, Valleyview has the right to acquire a 100% interest, subject to a 2% net smelter return royalty, in the three claim blocks comprising the 9,900-hectare project, by making total payments of three million shares and incurring exploration expenditures of $300,000.

17 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET (continued)

Under the terms of the Option Agreement, Valleyview can earn an initial 51% interest through the issuance of one million shares and incurring $100,000 in exploration expenditures within the first 12 months, and an additional 49% interest through the issuance of two million shares and incurring $200,000 in exploration expenditures within 18 months of acquiring the initial 51% ownership. The Company will retain a 2% NSR royalty, of which 1% can be repurchased for $2,000,000 in cash. Following the acquisition of the initial 51% interest, if Valleyview elects to not acquire the remaining 49% interest, both companies shall form a standard joint venture based on pro-rata ownership.

On September 8, 2023, the company received one million common shares of Valleyview as the final milestone towards the initial earn in of 51% of the Fraser Lake claim. Under the terms of the option agreement, which was entered into on March 30, 2023, Valleyview has earned a 51% stake through the issuance of the one million shares and incurring over $100,000 in exploration expenditures within the first 12 months of the option agreement.

Valleyview began trading on the TSX-V on March 28, 2024.

Napolean Property

1406126 B.C. Ltd.

On March 24, 2023, the Company completed the acquisition (the "Napolean" Acquisition") of all the issued and outstanding securities of 1406126 B.C. Ltd. ("Napolean") pursuant to terms of an amalgamation agreement with 1396791 B.C. Ltd., and all of the outstanding common shares of the Napoleon will be exchanged for approximately 7,000,000 common shares of the Company. Napoleon's principal asset is a 100% interest in the Napoleon project located in Kamloops, British Columbia, Canada.

The Napoleon Gold Project is comprised of 996 hectares located in the Kamloops Mining Division approximately 35 kilometres northwest of the city of Kamloops, BC. The property is wholly-owned with no underlying royalties.

The total consideration of $3,640,000 have been allocated as follows:

	$
Exploration and evaluation assets – Napoleon	3,640,000
Net assets	3,640,000
Consideration comprised of:
Fair value of the 7,000,000 common shares issued to the shareholders of 1406126 B.C. Ltd.	3,640,000
Total consideration	3,640,000

Wray Mesa Property

Pursuant to an option agreement (the "Option Agreement") dated October 16, 2023, the Company was granted an option to acquire up to a 90% interest in the Wray Mesa uranium project in Utah, USA. (the "Property"). The underlying option agreement dated October 16, 2023 is between Basin Uranium Corp. (the "Owner") and Nexus Uranium Corp.

Under the terms of the Option Agreement between the Company and Basin Uranium Corp. (CSE: NCLR), the Company will have the right to acquire up to a 90%-interest in the project through staged cash, share and work commitments.

18 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET (continued)

To earn an initial 51% interest in the project, the Company must meet the following milestones:

Pay C$50,000 in cash (paid) and issue 300,000 common shares (issued) within five days of approval by the Canadian Securities Exchange.
Incur US$250,000 in exploration expenses within the first year.
Pay an additional C$100,000 in cash and issue C$250,000 worth of common shares by the end of the second year.
Incur an additional US$500,000 in exploration expenses by the end of the second year.

Once the 51% earn-in has been completed, the Company has the option to earn an additional 20% interest (for a total of 71%) by completing the following within the third year:

Pay C$75,000 in cash.
Issue C$250,000 worth of common shares.
Incur US$1,000,000 in exploration expenses.

Assuming the completion of a 71% earn-in, the Company can earn a further 19% interest (for a total of 90%) by completing the following by the end of the fourth year:

Pay C$75,000 in cash.
Issue C$250,000 worth of common shares.
Incur US$1,000,000 in exploration expenses.

Upon the Company earning a 90% interest in the project, Basin Uranium Corp. will retain a free carried 10% interest.

The Company has taken the decision not to continue with the agreement and recorded a write-off of exploration and evaluation assets of $182,273 during the year ended November 30, 2024, on the Wray Mesa Property, reducing the capitalized cost of the property to $Nil.

Stobart Property

On April 25, 2023, the Company announced that it had acquired a portfolio of quartz mining claims located in eastern Yukon which were previously held by Bearing Lithium Corp. The property are comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt. These property was received for nil proceeds and the Company has not incurred any significant expenditures to date on these claims.

Independence Property

Pursuant to an option agreement (the "Option Agreement") dated August 28, 2020, the Company was granted an option to acquire up to a 75% interest in the Independence Gold Project (the "Property") located in Lander County, Nevada. The underlying option agreement dated February 3, 2017 is between Independence Gold and Silver Mines Inc. (the "Owner") and Americas Gold Exploration Inc. ("AGEI").

In accordance with the terms of the Option Agreement, the Company was obligated to meet the following in accordance with the time periods set forth in the Option Agreement, in order to earn a 51% interest in the Project ("Initial Earn-In Option"):

a) Within 30 days of execution of the Option Agreement, issue 33,333 common shares to Americas Gold Exploration, Inc. (issued);
b) Within 30 days of execution of the Option Agreement pay US$50,000 to AGEI (paid);

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET (continued)

c) Make cash payments totalling US$4,300,00 to the Owner as per the following schedule:

i) Cash payment of US$75,000 to the Owner on or before August 31, 2020 (paid);
ii) Cash payment of US$75,000 to the Owner on or before December 15, 2020 (paid);
iii) Cash payment of US$75,000 to the Owner on or before June 1, 2021 (contract amended);
iv) Cash payment of US$75,000 to the Owner on or before December 15, 2021 (contract amended);
v) Cash payment of US$4,000,000 to the Owner on or before December 31, 2021 (contract amended);

In the event the Company makes the $4,000,000 cash payment due under 5(c)(v) on or before August 31, 2021, the cash payments set forth under Section 5(c)(iii) and 5(c)(iv) will no longer be required.

d) Incur expenditures of not less than US$3,000,000 as per the following schedule:

i) Expenditures in the amount of at least US $1,250,000 on or before December 31, 2020, of which $350,000 must be incurred on or before October 31, 2020, subject to award of all necessary Permits and contractor availability (incurred);
ii) Expenditures in the amount of at least an additional US$1,750,000 on or before December 31, 2021 (incurred).

On January 25, 2021, the Company amended the terms of the Option Agreement (the "Amending Agreement"), and issued 334,833 common shares of the Company and paid a total of US$1,750,000 pursuant to the Amending Agreement.

On December 13, 2021, upon reaching the $3,000,000 USD qualifying expenditure total, the Company announced the formation of a Joint Venture with "AGEI" to continue the advancement of the Independence Property. The Joint Venture was formed pursuant to the Option Agreement and the Amending Agreement described above. Accordingly, a new entity, Independence Mining LLC was formed (See Note 2c).

Upon formation of the Joint Venture, the Company held a 51% interest and AGEI held a 49% interest. The Company's increase its interest to 51.4% during the year ended November 30, 2024, which did not have a significant impact on the consolidated financial statements.

Key terms of the Joint Venture include:

(i) The Company has an initial 51% interest in the Joint Venture while AGEI holds an initial 49% interest.
(ii) The Company is the operator and is entitled to a 10% operator fee until a production decision is made on the Independence Property.
(iii) Both the Company and AGEI must contribute to funding further development at the Independence project on a pro-rata basis or have their interest diluted as per the standard formula outlined by the Rocky Mountain Mineral Law Foundation.
(iv) Should either party of the Joint Venture be diluted to a 15% interest that interest will be converted into a 2% NSR on the Independence Property of which half (i.e., 1%) can be repurchased for US$4,000,000.

In 2024, the Company completed the sale of its 51.54% interest in the Independence Gold Project located in Lander County, Nevada. The sale was executed pursuant to a purchase agreement with a third-party buyer, subject to the exercise of a right of first refusal by Americas Gold Exploration Inc. ("AGEI"), the Company's joint venture partner. AGEI exercised its right of first refusal and acquired the Company's interest for C$1.22 million.

20 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

As a result of the sale, the Company no longer holds any interest in the Independence Gold Project. Accordingly, the previously consolidated financial statements of Independence Mining LLC, the joint venture entity established for the project, have been recognized. The Company recognized a loss on disposition of exploration and evaluation assets of $8,608,494 during the year ended November 30, 2024, and derecognized the amount due to Americas Gold Exploration Inc. of $288,267 which reduced the capitalized cost of the Independence Property to $Nil.

TRADE PAYABLES AND ACCRUED LIABILITIES

	November 30, 2024	November 30, 2023
	$	$
Trade payables	20,426	89,356
Accrued Liabilities	73,981	6,364
	94,407	95,719

SHARE CAPITAL

a) Authorized:

The Company is authorized to issue an unlimited number of common shares without par value.

b) Issued and outstanding:

As at November 30, 2024, there were 33,832,156 common shares issued and outstanding.

For the year ended November 30, 2024, the Company had the following share capital transactions:

i) On November 26, 2024, 127,272 shares were issued pursuant to an advisory agreement.
ii) On June 25, 2024, the Company completed a non-brokered private placement of 2,887,114 flow-through units (each a "FT Unit") at a price of $0.52 per FT Unit to raise gross proceeds of $1,501,299. Each FT Unit consists of one common share of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share for 24 months at an exercise price of $0.60. In connection with the private placement, the Company paid cash finders' fees totaling $102,016 and issued 195,030 non-transferable warrants to eligible finders. The finders' warrants are exercisable to acquire one common share at a price of $0.52 for 24 months.
iii) On March 18, 2024, the Company entered into an agreement to acquire in interest in the Cree East uranium property and issued the following: 2,091,269 shares on March 28, 2024 and 3,042,123 shares on September 20, 2024.
iv) On March 28, 2024, the company issued 1,500,000 common shares to a third party as a finder's fee for the Cree East project.
v) 2,574,632 share purchase warrants previously outstanding were exercised for gross proceeds of $1,287,316.
vi) 245,000 restricted share units were converted into shares.
vii) 170,000 options were exercised for gross proceeds of $79,050.
viii) On April 30, 2024, the Company completed a private placement of 2,400,000 units at a price of $0.50 per unit to raise gross proceeds of $1,200,000. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share until April 30, 2026 at an exercise price of $0.60. In connection with the private placement, the Company paid an cash finders' fees of $61,600 and issued 130,200 warrants to certain finders.

21 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

For the period ended November 30, 2023, the Company had the following share capital transactions:

i) On March 1, 2023, the company announced the completion of its a non-brokered private placement consisting of 7,076,353 units at a price of $0.31 per Unit for total gross proceeds of $2,125,128. Each Unit consists of one common share and one whole Common Share purchase warrant. Each Warrant is exercisable for one additional Common Share at an exercise price of $0.50 for a period of two years. In connection with the Private Placement, the Company paid an aggregate of $70,401 in finders’ fees and issued 236,778 finders’ warrants. The Finders’ Warrants have the same term as the Warrants.

ii) On March 23, 2023, the Company announced that it has entered into an agreement to acquire the Napoleon Gold project located in Kamloops, British Columbia. The Property is being acquired pursuant pursuant to a three-cornered amalgamation with 1396791 BC Ltd.. Pursuant to an amalgamation agreement entered into among the Company, a wholly owned subsidiary of the company and the Vendor Company, SubCo and the Vendor Company will amalgamate to form a wholly owned subsidiary of the company and all of the outstanding common shares of the Vendor Company will be exchanged for 7,000,000 common shares of the Company.

iii) On October 16, 2023, the Company announced that it has entered into an agreement to acquire the Wray Mesa Uranium project located in San Juan County, Utah. The Property is being acquired pursuant to a option agreement. Pursuant to an option agreement the company issued 300,000 shares on October 24, 2023.

c) Stock options

As at November 30, 2024, there were 3,275,667 stock options outstanding.

For the year ended November 30, 2024, the Company granted the following stock options:

ii) On November 12, 2024, the company granted an aggregate of 1,350,000 Options to purchase up to a total of 1,350,000 common shares (the "Option Shares") in the capital of the Company, at an exercise price of $0.275 per Option Share, for a period of five years from the date of grant, in accordance with the Plan. The options will vest at 25% every three months and will be fully vested by November 12, 2025.

iii) On May 1, 2024, the company granted an aggregate of 1,000,000 options at an exercise price of $0.55 for a period of five years from the date of grant. The options will vest at 25% every three months and will be fully vested by May 1, 2025.

The Company uses the Black-Scholes option pricing model to estimate the fair value for all share-based compensation. The assumptions used in this pricing model for the options granted on November 28, 2024, November 12, 2024 and May 1, 2024, were as follows:

	November 28, 2024
Exercise price	$0.26
Risk-free interest rate	3.08%
Expected life of options (years)	5
Dividend rate	0.00%
Annualized volatility	124%

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

SHARE CAPITAL (continued)

	November 12, 2024
Exercise price	$0.26
Risk-free interest rate	3.11%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	125%
	May 1, 2024
Exercise price	$0.55
Risk-free interest rate	3.81%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	153%

For the year ended November 30, 2023, the Company granted the following stock options:

i) On October 30 2023, the company granted 100,000 options at an exercise price of $0.38, for a period of five years from the date of grant. The options will vest at 25% every three months and will be fully vested by October 30, 2024.
ii) On March 24, 2023, the company granted an aggregate of 830,000 options at an exercise price of $0.465, for a period of five years from the date of grant. The options will vest at 25% every three months and will be fully vested by December 24, 2023.

The Company uses the Black-Scholes option pricing model to estimate the fair value for all share-based compensation. The assumptions used in this pricing model for the options granted on October 30, 2023 and March 23, 2023, were as follows:

	October 30, 2023
Exercise price	$0.38
Risk-free interest rate	4.11%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	223%
	March 24, 2023
Exercise price	$0.465
Risk-free interest rate	2.75%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	195%

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

A continuity of the options outstanding as at November 30, 2024 is as follows:

	Number	Weighted average exercise price
		$
Balance at November 30, 2022	125,667	4.86
Issued	930,000
Expired	(3,333)
Forfeited	(20,000)
Balance at November 30, 2023	1,032,334	0.87
Expired	(33,333)
Forfeited	(53,334)
Exercised	(170,000)
Granted	2,500,000
Balance at November 30, 2024	3,275,667	0.41

As at November 30, 2024, the following stock options were outstanding and exercisable:

Grant Date	Expiry Date	Exercise Price	Number of Options	Remaining Life (year)
		$
April 18, 2022	April 18, 2027	1.50	15,667	2.78
March 24, 2023	March 24, 2028	0.465	660,000	3.92
October 23 2023	October 23 2028	0.38	100,000	4.40
May 01, 2024	May 01, 2029	0.55	1,000,000	4.67
November 12, 2024	November 12, 2029	0.275	1,350,000	4.95
November 29, 2024	November 29, 2029	0.26	150,000	5.00
			3,275,667

d) Warrants

As at November 30, 2024, there were 10,350,843 warrants outstanding.

On June 25, 2024, the Company issued an aggregate of 195,030 finder warrants to eligible finders. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $0.52 per share for a period of two years from the date of issuance. The fair value of the finder's warrants was estimated to be $67,020 calculated using the Black-Scholes option pricing model:

	June 25, 2024
Share price	$0.49
Risk-free interest rate	3.41%
Expected life of warrants (years)	2.00
Dividend rate	0.00%
Annualized volatility	149%

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

On April 30, 2024, the Company issued an aggregate of 130,200 finder warrants to eligible finders. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $0.60 per share for a period of two years from the date of issuance. The fair value of the finder's warrants was estimated to be $56,512 calculated using the Black-Scholes option pricing model:

	April 30, 2024
Share price	$0.59
Risk-free interest rate	3.87%
Expected life of warrants	2.00
Dividend rate	0.00%
Annualized volatility	155%

A continuity of the warrants outstanding as at November 30, 2024 is as follows:

	Number	Weighted average exercise price
Balance, November 30, 2022	387,536
Expired	(3,333)	6.30
Expired	(384,203)	6.30
Issued	7,313,132	0.55
Balance, November 30, 2023	7,313,132	$ 0.55
Issued	5,417,314	0.60
Issued	195,030	0.52
Exercised	(2,574,632)	0.55
Balance, November 30, 2024	10,350,844	$ 0.55

A listing of warrants outstanding as at November 30, 2024 is as follows:

Grant Date	Expiry Date	Exercise Price	Number of Warrants	Remaining Life (years)
		$
March 1, 2023	March 1, 2025	0.50	4,725,822	0.50
March 1, 2023	March 1, 2025	0.50	12,677	0.50
April 30, 2024	April 30, 2026	0.60	2,400,000	1.66
April 30, 2024	April 30, 2026	0.60	130,200	1.66
June 25, 2024	June 25, 2026	0.60	2,887,114	1.82
June 25, 2024	June 25, 2026	0.52	195,030	1.82
		0.55	10,350,844

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

e) Restricted Share Units

On May 1, 2023, the Company adopted a 10% rolling Restricted Share Units Plan (the "RSU Plan"). Under the RSU Plan, restricted shares units may be granted to directors, officers, employees, and consultants. The RSU plan permits the Company to either redeem RSU's for cash or issue common shares of the Company from treasury to satisfy all or any portion of a vested RSU award. The maximum number of common shares of the Company which are issuable upon the redemption of all RSU's is 10% of the issued and outstanding common shares of the Company on the date of issuance in accordance with the policies of the Canadian Securities Exchange.

For the year ended November 30, 2024, the Company had the following restricted share unit transactions:

The Company granted 820,000 restricted stock units on December 15, 2023 per the following terms:

	December 15, 2023
Share price on grant date	$ 0.62
Number of RSUs Granted	820,000
Date fully vested	December 15, 2023
Fair value upon vesting	$ 508,400

For the year ended November 30, 2023, the Company had the following restricted share unit transactions:

The Company granted 25,000 restricted stock units on October 30, 2023 per the following terms:

	October 30, 2023
Share price on grant date	$ 0.41
Number of RSUs Granted	25,000
Date fully vested	October 30, 2024
Fair value upon vesting	$ 10,250

For the period ended November 30, 2024, the Company had the following share capital transactions:

i) 820,000 restricted stock units were granted on December 15, 2023.
ii) 20,000 restricted stock units were granted on February 2, 2024.
iii) 200,000 restricted stock units were exercised on April 23, 2024.

26 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

A continuity of the restricted share units as at November 30, 2024 is as follows:

	Number
Balance, November 30, 2022	-
Issued	25,000
Balance, November 30, 2023	25,000
Granted	840,000
Exercised	(245,000)
Forfeited	(620,000)
Balance, November 30, 2024	-

9. RELATED PARTY BALANCES AND TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The Company has incurred the following key management personnel cost from related parties:

	Year ended November 30, 2024	Year ended November 30, 2023
	$	$
Management fees	228,365	196,619
Share-based payments	369,334	231,941
Total	597,699	428,560

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").

As at November 30, 2024, included in the accounts payable of the Company was an amount of $8,925 (2023 - $7,350) due to a Company controlled by the CFO of the Company, $3,386 (2023 - $Nil) due to a Company controlled by a director of the Company. The amounts are unsecured, non-interest bearing, due on demand and included in accounts payable and accrued liabilities.

10. MANAGEMENT OF CAPITAL

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the sourcing and exploration of its resource property. The Company does not have any externally imposed capital requirements to which it is subject.

The Company considers the aggregate of its share capital, contributed surplus and deficit as capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or dispose of assets or adjust the amount of cash.

27 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

International Financial Reporting Standards 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair Value of Financial Instruments

The Company's financial assets include cash and is classified as Level 1. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.

Assets measured at fair value on a recurring basis were presented on the Company's consolidated statements of financial position as at November 30, 2024 are as follows:

Fair Value Measurements Using
	Quoted Prices in Active Markets For Identical Instruments (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Cash	2,693,928	–	–	2,693,928
Investments	130,500	–	–	130,500

Fair value

The fair value of the Company's financial instruments approximates their carrying value as at November 30, 2024 because of the demand nature or short-term maturity of these instruments.

Financial risk management objectives and policies

The Company's financial instruments include cash and accounts payable. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

(i) Currency risk

The Company's expenses are denominated in Canadian dollars. The Company's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

The Company does not have any significant foreign currency denominated monetary liabilities. The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities.

28 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

(ii) Interest rate risk

The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short - term.

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk, the Company places these instruments with a high-quality financial institution.

(iv) Liquidity risk

In the management of liquidity risk of the Company, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company's projects and operations.

INCOME TAXES

The Company has losses carried forward of approximately $9,070,000 (2023 - $6,174,000) available to reduce income taxes in future years, which begins expiring in 2037.

The Company has not recognized any deferred income tax assets. The Company recognizes deferred tax assets based on the extent to which it is probable that sufficient income tax will be realized during the carry forward years to utilize all deferred tax assets.

The following table reconcile the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

	Year ended November 30, 2024	Year ended November 30, 2023
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	$ (3,419,000)	$ (411,000)
Effect of income taxes of:
Permanent differences and other	367,000	(69,000)
Changes in deferred tax assets not recognized	3,052,000	342,000

29 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2024 and NOVEMBER 30, 2023
(Expressed in Canadian dollars)

12. INCOME TAXES (continued)

The temporary differences that give rise to significant portions of the deferred tax assets not recognized are presented below:

	Year ended November 30, 2024	Year ended November 30, 2023
	$	$
Non-capital loss carry forwards	2,449,000	1,667,000
Exploration and evaluation assets	2,272,000	16,000
Shares issuance cost	51,000	37,000
Deferred tax assets not recognized	(4,772,000)	(1,720,000)
	–	–

13. COMMITMENT

During the year ended November 30, 2024, the Company issued flow-through common shares for gross proceeds of $1,501,299 and is expected to incur expenditures in this amount over the flow-through period. Expenditures related to the use of flow-through share proceeds are not available as a tax deduction to the Company as the tax benefits of these expenditures are renounced to the investors. As at November 30, 2024, the Company has incurred approximately $200,000 of the required expenditures and is required to incur the remaining expenditures before December 31, 2025, under the look-back rule.

14. SUBSEQUENT EVENTS

On December 12, 2024, the Company completed a non-brokered private placement and 6,941,004 FT Units were issued at price of $0.30 per FT Unit to raise gross proceeds of $2,082,301. Each FT Unit consists of one common share of the Company to be issued as a "flow-through share", and one common share purchase warrant each of which is exercisable to acquire one common share for 18 months following closing at an exercise price of $0.40. The Company paid an aggregate of $100,818 and issued an aggregate of 336,060 warrants to certain finders involved in the Offering. The Finders' warrants have the same terms as the private placement warrants.

On January 27, 2025 the Company entered into an option agreement (the "Option Agreement") with River Road Resources Ltd. ("River Road"). Pursuant to the terms of the Option Agreement, River Road has been granted an option to earn up to a 100% interest in the Company's Stobart project. The option may be exercised in two stages. To earn a 60% interest in the Stobart Property, River Road must pay the Company $15,000 within five business days of the date of the Option Agreement, complete $100,000 in expenditures on the Stobart Property within 12 months of the date of the Option Agreement, and issue the Company 800,000 common shares within 10 business days of River Road being listed on either the TSX Venture Exchange or the Canadian Securities Exchange. To earn the remaining 40% interest, River Road must issue the Company an additional 1,500,000 common shares and complete an additional $200,000 in expenditures on the Stobart Property within 30 months of the date of the Option Agreement. In the event River Road acquires a 100% interest, the Company will be granted a 2% net smelter royalty, half of which may be repurchased by River Road for $2,000,000.

The Company issued 115,942 common shares as payment for an advisory fee of $40,000 owed to Canaccord Genuity Corp.

30 -

NEXUS URANIUM CORP.
Management Discussion and Analysis
For the year ended November 30, 2024

The Management Discussion and Analysis (“MD&A”), prepared March 31, 2025, should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2024, and the notes thereto of Nexus Uranium Corp. which were prepared in accordance with IFRS Accounting Standards (“IFRS”).

This management discussion and analysis may contain forward-looking statements in respect of various matters including upcoming events. The results or events predicted in these forward-looking statements may differ materially from the actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DESCRIPTION OF BUSINESS

Nexus Uranium Corp (Formerly, Golden Independence Mining Corp & 66 Resources Corp.) (“the Company”) was incorporated on May 31, 2017, under the laws of British Columbia. The address of the Company’s corporate office and its principal place of business is 503-905 Pender Street W, Vancouver, British Columbia, Canada.

On November 10, 2023, the Company’s name was changed from Golden Independence Mining Corp. to Nexus Uranium Corp. and the Company began trading under the stock symbol “NEXU”.

The Company’s principal business activities include the acquisition and exploration of mineral property assets. As at November 30, 2024, the Company had not yet determined whether the Company’s mineral property asset contains ore reserves that are economically recoverable. The recoverability of amount shown for exploration and evaluation asset is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.

EXPLORATION PROJECTS

Cree East Property

The Cree East project is located on the eastern shore of Cree Lake in northern Saskatchewan, approximately 40 km west-northwest of Cameco’s Key Lake uranium mill and is comprised of 17 contiguous mineral claims covering an area of 57,752 hectares (223 square miles). The exploration target on the Project is a sandstone- or basement-hosted unconformity-type uranium deposit similar to the neighboring McArthur River (sandstone-hosted), Key Lake (sandstone-hosted), Millenium (basement-hosted) and Phoenix (sandstone-hosted).

The Project has seen extensive historical exploration dating back to the early 1970’s, with over $20 million expended since 2006 which included multiple phases of geophysics (airborne VTEM, AMT, and ground IP-Resistivity and moving loop TDEM surveys) in addition to 34,473 metres of drilling in 91 holes. Exploration to date has delineated multiple zones of uranium mineralization associated with graphitic conductors and large hydrothermal alteration halos. The uranium is found in basement and

sandstone environments, at depths ranging from 100 metres to 450 metres below surface. Two high-priority exploration targets have been identified, Zone A and Zone B, where uranium has been discovered above and below the unconformity, at approximately 400 metres depth (source: 16 October 2013 NI 43-101 Technical Report on the Cree East Project, Athabasca Basin, Saskatchewan, Canada prepared by Gary Yeo, PhD, P.Geo and Patty Ogilvie-Evans, BSc, P.Geo, published on SEDAR+ by CanAlaska Uranium Ltd.).

Cree East Property Option Agreement

Pursuant to an option agreement (the "Option Agreement") dated March 18, 2024, the Company was granted an option to acquire up to a 75% interest in the Cree East Project (the "Property") located in Athabasca Basin of Saskatchewan, Canada. The underlying option agreement dated March 18, 2024 is between CanAlaska Uranium Ltd. ("CanAlaska") (TSX: CVV) and Nexus Uranium Corp. (CSE: NEXU).

Pursuant to an option agreement (the "Option Agreement"), Nexus Uranium may acquire up to a 75% interest in the Project through staged cash, share, and work commitments, as follows:

(a) To earn an initial 40% interest in the Project (the "40% Interest"), Nexus will:

i. Pay CanAlaska $750,000 in cash (Paid as at March 31, 2025),
ii. Issue Common Shares equal in value to $3,000,000 (Issued as at March 31, 2025),
iii. Incur $5,500,000 in exploration expenditures within the first 18 months from the effective date of the Option Agreement.

(b) To earn an additional 20% interest in the Project (the "60% Interest"), Nexus will:

i. Pay CanAlaska $1,000,000 in cash,
ii. Issue Common Shares equal in value to $3,000,000,
iii. Incur $6,500,000 in exploration expenditures within the following 24 months.

i. Pay CanAlaska $1,250,000 in cash,
ii. Issue Common Shares equal in value to $4,000,000,
iii. Incur $7,000,000 in exploration expenditures within the following 24 months.

The Option Agreement further provides that the parties will form a joint venture arrangement in the following cases: (a) If Nexus has earned the 40% Interest but not the 60% Interest, (b) If Nexus has earned the 60% Interest but not the 75% Interest, (c) If Nexus has earned the 75% Interest.

The Option Agreement remains subject to the approval of the Canadian Securities Exchange (the "CSE"). All Common Shares issued under the Option Agreement will be subject to a four-month statutory hold period in accordance with Canadian securities laws and voluntary resale restrictions. These restrictions will release 25% of the Common Shares from such voluntary resale restrictions on the dates that are 3, 6, 9, and 12 months after their date of issue.

In connection with the Option Agreement, Nexus Uranium has agreed to issue, 1,500,000 common shares to a third party as a finder's fee.

During the year ended November 30, 2024, the company was informed by CanAlaska that it had received results of the processing and interpretation of airborne geophysical data over Cree East project collected by CanAlaska in 2006 and 2009, by Condor North Consulting ULC (“Condor”). CanAlaska also reported that it had mobilized field crews to the Cree East Property to conduct a site visit to review and familiarize its geological staff with the basement rocks of the property. The crew reviewed drill core stored on the property which will aid it in modeling the basement geology. This combined with the geophysical interpretation by Condor will aid in establishing drill hole targets and locations. The company was also informed by CanAlaska that it had received a three-year exploration permit from the Saskatchewan Ministry of Environment for the Cree East uranium project.

Beginning in fourth quarter of the year ended November 30, 2024, the company reviewed and approved the winter drill program as presented by CanAlaska for the Cree East Property. Subsequent to the end of the quarter and year end, in January 2025 field crews were mobilized to Cree lake. Drilling commenced on February 3, 2025.

Fraser Lake Property

The Company acquired the Fraser Lake copper project in March, 2022 by staking the land. The project consists of three distinct claim groups totaling approximately 9,900 hectares, lying 40 to 55 kilometres northwest of Fraser Lake, proximal to the Quesnel Trough.

The Fraser Lake copper project is being explored for porphyry copper and molybdenum associated with a series of Endako plutons, intruding Cache Creek complex, carbonate, clastic and volcanic rocks. The Quest West regional lake sediment geochemistry identified areas of anomalous copper and/or molybdenum in the drainage systems from the low ridges hosting the plutons. A 2008 AeroTEM 3 airborne electromagnetic and magnetometer survey identified magnetic and/or electromagnetic anomalies up drainage from the anomalous geochemistry that make compelling exploration targets.

On March 30, 2023 Nexus Uranium announced the signing of an option agreement for the Fraser Lake copper property. Pursuant to the terms of the option agreement, Valleyview Resources Ltd., a private British Columbia company, has the right to acquire a 100-per-cent interest, subject to a 2-per-cent net smelter return (NSR) royalty, in the three claim blocks comprising the 9,900-hectare project, by making stage payments of three million shares and exploration expenditures of $300,000. The Company understands that Valleyview intends to complete an initial public offering and concurrent stock exchange listing.

Under the terms of the option agreement, Valleyview can earn an initial 51-per-cent interest through the issuance of 1.0 million shares and incurring $100,000 in exploration expenditures within the first 12 months, and an additional 49-per-cent interest through the issuance of 2.0 million shares and incurring $200,000 in exploration expenditures within 18 months of acquiring the initial 51-per-cent ownership. Nexus Uranium will retain a 2-per-cent NSR royalty, of which 1 per cent can be repurchased for $2.0-million in cash. Following the acquisition of the initial 51 per cent, if Valleyview elects to not acquire the remaining 49-per-cent interest, both companies shall form a standard joint venture based on pro rata ownership.

Fraser Lake Exploration Completed During the Year ended November 30, 2024

identified by Mr. Warren Robb in his technical report dated October 15, 2022. The assay results were outstanding as of November 30, 2024.

Napolean Property

On March 24, 2023, Nexus Uranium announced the Company had entered into an agreement to acquire the Napoleon gold project located in Kamloops, B.C. The Napoleon gold project comprises 996 hectares located in the Kamloops mining division approximately 35 kilometres northwest of the city of Kamloops, B.C. The property is wholly owned, with no underlying royalties. The property has excellent infrastructure with road access by paved and well-maintained gravel roads, in addition to benefiting from a strong mining workforce with several active mines in the area, including New Gold's New Afton mine.

The property is prospective for intrusion-related gold mineralization in addition to other related styles of mineralization such as large bulk tonnage gold-copper porphyry-style mineralization and paleoplacer style of mineralization. Exploration in the region dates to the 1970s and 1980s with the discovery of gold mineralization in several clusters of quartz vein float material over a diorite intrusion with grades varying from 3.4 to 547 g/t (grams per tonne) gold. The property adjoins the Bonaparte deposit, which has seen extensive historic exploration, including underground development, open-pit mining and a bulk sampling which yielded grades of 26.5 g/t gold from a 3,700-metric-tonne bulk sample.

Nexus Uranium cautions investors it has yet to verify the historical information and further cautions mineralization on the Bonaparte deposit is not necessarily indicative of similar mineralization on the Napoleon gold project.

The property is being acquired pursuant to a three-cornered amalgamation with 1396791 B.C. Ltd. Pursuant to an amalgamation agreement entered into among the company, a wholly owned subsidiary of the company (Subco) and the vendor company, Subco and the vendor company will amalgamate to form a wholly owned subsidiary of the company and all of the outstanding common shares of the vendor company will be exchanged for approximately seven million common shares of the company. The amalgamation remains subject to customary conditions of closing, including the approval of the shareholders of the vendor company and the Canadian Securities Exchange; it is expected to complete shortly.

On April 13, 2023 Nexus Uranium announced the Company has increased the project's size by about 506 acres or 20 per cent to 3,168 acres through direct staking based on prospective historical sampling results. The Napoleon project represents a contiguous 3,168-hectare land position which is wholly owned with no underlying royalties.

Exploration costs on the Napoleon Property during the year ended November 30, 2024 was $4,127.

On July 13, 2023, Nexus Uranium announced the completion of a phase one exploration program at the Napoleon. A rock sampling and prospecting program was undertaken by Tripoint Geological Services during June. A total of 13 rock samples were collected and submitted to ALS Global for analysis. In the southern portion of the Napoleon claims, the prospecting program at Napoleon located similar intrusive to those hosting the Bonaparte deposit, along with vugy quartz veins hosted in Nicola Group rocks in the north, which represents a second potential host of mineralization.

In the southern portion of the claims closest to the Bonaparte mine, prevalent subcrop of quartz diorite occurs hosting up to 5% disseminated pyrite and pyrrhotite which appears genetically similar

to that observed at the Bonaparte mine. Vuggy quartz veins hosted in Nicola Group rocks located in the northern portion of the claim block represents a second potential host of mineralization. The Company is reviewing the results and conducting QA/QC and expects to release the results in due course.

Exploration costs on the Napoleon Property during the year ended November 30, 2024 was $4,127.

Stobart Property

On April 25, 2023, the Company announced that it had acquired a portfolio of quartz mining claims located in eastern Yukon which were previously held by Bearing Lithium Corp. The Yukon claims are comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt. This belt of favourable stratigraphy, comprised of Upper Proterozoic to Lower Cambrian Hyland Group, is host to several high-grade, sediment-hosted orogenic gold vein occurrences. These claims were received for nil proceeds and the Company has incurred expenditures of $1,270 to date on these claims.

Wray Mesa Property (Option Terminated)

While the company had optioned a portion of the Wray Mesa property, with plans to contribute over $4,700,000 CAD in cash, shares, and exploration expenditures, the company has taken the decision not to continue with the agreement and instead direct its focus on treasury on the Cree East Project highlighted above.

The Company recorded a write-off of exploration and evaluation assets of $182,273 during the year ended November 30, 2024, on the Wray Mesa Property, reducing the capitalized cost of the project to $Nil as the option agreement has been terminated.

Independence Property (Property Disposed)

i) Cash payment of US$75,000 to the Owner on or before August 31, 2020 (paid);
ii) Cash payment of US$75,000 to the Owner on or before December 15, 2020

(paid);
iii) Cash payment of US$75,000 to the Owner on or before June 1, 2021 (contract amended);
iv) Cash payment of US$75,000 to the Owner on or before December 15, 2021 (contract amended);
v) Cash payment of US$4,000,000 to the Owner on or before December 31, 2021 (contract amended);

In the event the Company makes the $4,000,000 cash payment due under 5(c)(v) on or before August 31, 2021, the cash payments set forth under Section 5(c)(iii) and 5(c)(iv) will no longer be required.

d) Incur expenditures of not less than US$3,000,000 as per the following schedule:
i) Expenditures in the amount of at least US $1,250,000 on or before December 31, 2020, of which $350,000 must be incurred on or before October 31, 2020, subject to award of all necessary Permits and contractor availability (incurred);
ii) Expenditures in the amount of at least an additional US$1,750,000 on or before December 31, 2021 (incurred).

In accordance with the terms of the Option Agreement, upon exercising the Initial Earn-In Option, a joint venture (the "Joint Venture") will be formed. A Joint Venture agreement will be negotiated and entered into by the Company and AGEI as soon as practicable thereafter, and in any event within thirty days of the exercise of the Initial Earn-In Option.

Upon formation of the Joint Venture, the Company will hold a 51% interest and AGEI will hold a 49% interest. For one year from the effective date of the Joint Venture agreement, the Company will be entitled to provide AGEI with notice that it is exercising the option to acquire an additional 24% interest in the Property (the "Bump Up Option"). If AGEI does not reject the option or the Bump Up Option, the Company shall be entitled, for a period of four years from the date of the Bump-Up Option Notice of Intent, to acquire up to an additional 24% in the Joint Venture through the funding of up to US$10,000,000 in expenditures provided, whereby for each US$1,000,000 of expenditures incurred by the Company during the Bump Up Option term, the Company shall be entitled to an additional 2.4% interest in the Joint Venture.

Upon the Company earning a 75% share in the Joint Venture, AGEI will be entitled to receive a 2% Net Smelter Returns royalty on the Property. The Company has the right to purchase the first 1% of the royalty for $1,000,000 and the remaining 1% for $1,000,000 at any time during the starting from the date of commencement of commercial production.

January 29, 2021. Upon final payment being made, AGEI will have earned its entitlement to the Property subject to a 2% NSR under the underlying option agreement.

In connection with the Amending Agreement, the Company also agreed to pay a consulting fee of US$50,000 in cash and issued 8,167 common shares.

On January 27, 2021, the Company issued 334,833 common shares of the Company and paid a total

of US$1,750,000 pursuant to the Amending Agreement.

On December 13, 2021, upon reaching the $3,000,000 USD qualifying expenditure total, the Company announced the formation of a Joint Venture with “AGEI” to continue the advancement of the Independence Property. The Joint Venture was formed pursuant to the Option Agreement and the Amending Agreement described above. Accordingly, a new entity, Independence Mining LLC was formed (See Note 2c).

Key terms of the Joint Venture include:

i) The Company has an initial 51% interest in the Joint Venture while AGEI holds an initial 49% interest.
ii) The Company is the operator and is entitled to a 10% operator fee until a production decision is made on the Independence Property.
iii) Both the Company and AGEI must contribute to funding further development at the Independence project on a pro-rata basis or have their interest diluted as per the standard formula outlined by the Rocky Mountain Mineral Law Foundation.
iv) Should either party of the Joint Venture be diluted to a 15% interest that interest will be converted into a 2% NSR on the Independence Property of which half (ie. 1%) can be repurchased for US$4,000,000.

In 2024, the Company completed the sale of its 51.54% interest in the Independence Gold Project located in Lander County, Nevada. The sale was executed pursuant to a purchase agreement with a third-party buyer, subject to the exercise of a right of first refusal by Americas Gold Exploration Inc. (“AGEI”), the Company’s joint venture partner. AGEI exercised its right of first refusal and acquired the Company’s interest for C$1.22 million.

As a result of the sale, the Company no longer holds any interest in the Independence Gold Project. Accordingly, the previously consolidated financial statements of Independence Mining LLC, the joint venture entity established for the project, have been deconsolidated. The Company recognized a write-off of exploration and evaluation assets of $8,670,878 during the year ended November 30, 2024, which reduced the capitalized cost of the project to $Nil.

The technical content of this Management Discussion and Analysis has been reviewed and approved by Warren D. Robb, P.Geo. (BC) a Director of Nexus Uranium and a Qualified Person under National Instrument 43-101.

For the years ended November 30, 2024 and 2023, the Company incurred the following acquisition and exploration expenditures:

	Independence Property	Stobart Property	Fraser Lake Property	Cree East Property	Napoleon Property	Wray Mesa Property	Total
Acquisition Costs:
Balance, November 30, 2022	5,650,130	-	17,302	-	-	-	5,667,432
Cash	24,270	-	-	-	-	50,000	74,270
Shares	-	-	-	-	3,640,000	111,000	3,751,000
Cost Recoveries	-	-	(17,302)	-	-	-	(17,302)
Balance, November 30, 2023	5,674,400	-	-	-	3,640,000	161,000	9,475,400
Cash	-	-	-	500,000	-	-	500,000
Shares	-	-	-	3,578,631	-	-	3,578,631
Less:
Disposition	(5,674,400)	-	-	-	-	-	(5,674,400)
Impairment	-	-	-	-	-	(161,000)	(161,000)
Reduction of non-controlling interest	(288,267)	-	-	-	-	-	(288,267)
Loss on disposition	(4,166,133)	-	-	-	-	-	(4,166,133)
Balance, November 30, 2024	-	-	-	4,078,631	3,640,000	-	7,718,631
Exploration Costs:
Balance, November 30, 2022	4,096,070	-	4,535	-	-	-	4,100,605
Drilling and assay	127,804	-	-	-	19,448	-	147,252
Technical	27,454	-	-	-	-	-	27,454
Licensing	20,964	-	-	-	-	-	20,964
Field work	85,841	-	-	-	-	-	85,841
Legal	31,302	-	-	-	-	-	31,302
Less:
Cost Recoveries	-	-	(4,535)	-	-	-	(4,535)
Balance, November 30, 2023	4,389,435	-	-	-	19,448	-	4,408,883
Drilling and assay	2,275	-	-	216,643	4,175	21,273	244,366
Technical	5,057	-	-	-	-	-	5,057
Licensing	1,249	1,270	-	-	-	-	2,519
Field work	21,248	-	-	-	-	-	21,248
Legal	23,097	-	-	-	-	-	23,097
Less:
Loss on disposition	(4,442,361)	-	-	-	-	-	(4,442,361)
Impairment	-	-	-	-	-	(21,273)	(21,273)
Balance, November 30, 2024	-	1,270	-	216,643	23,623	-	241,536
Total, November 30, 2024	-	1,270	-	4,295,274	3,663,623	-	7,960,167
Total, November 30, 2023	10,063,835	-	-	-	3,659,448	161,000	13,884,283

SELECTED ANNUAL INFORMATION
($000's except loss per share)

	November 30,	November 30,	November 30,	November 30,
	2024	2023	2022	2021
	$	$	$	$
Revenue	–	–	–	–
Net Loss	(12,663)	(1,522)	(937)	(2,565)
Basic and Diluted Loss per Share	(0.47)	(0.12)	(0.22)	(0.05)
Total Assets	10,862	15,225	10,480	11,063
Long-Term Debt	–	–	–	–
Dividends	–	–	–	–

OPERATIONS

Twelve-month period ended November 30, 2024

During the year ended November 30, 2024, the Company reported a net comprehensive loss of $12,662,778 (2023 - $1,522,611). Included in the determination of operating loss was:

Investor relations and advertising – During the year ended November 30, 2024, the Company incurred Investor relations and advertising expenditures of $2,142,659 (2023 - $669,053). The increase in advertising and promotion expenses in 2024 is primarily attributable to marketing and awareness efforts surrounding the Company's strategic acquisition of mineral rights at the Cree East Project in the Athabasca Basin, Saskatchewan. Following the execution of the option agreement, Nexus Uranium undertook a broad campaign to raise awareness of the Company's pivot toward uranium exploration.

This promotional activity was essential given a highly competitive financing environment and was intended to attract investor attention, support capital raising initiatives, and align the Company's public profile and stock price with its new uranium-focused strategy.

Rent – Rent increased during fiscal 2024 to $24,762 (2023 - $20,952). The Company's Corporate Head Office remains at 503-905 Pender St. W in Vancouver, BC.

Professional fees – The Company incurred professional fees of $264,604 (2023 - $188,725) for the year ended November 30, 2024. The increase in fees over the prior year related to increased operations within the Company including Financing efforts; Negotiations of property purchases, and an increase in general corporate maintenance.

Management fees – Management fees for 2024 totaled $228,365 (2023 - $196,619). The increase in management fees reflects higher payments made to management as the day-to-day operations of the Company require more of management time and involvement.

Share-based compensation – Total share-based compensation in 2024 was $1,093,002 (2023 - $280,289). The increase in share-based payments relates to the fair value of stock options granted during the year to directors, officers, consultants, and members of the Company's board. These grants were part of the Company's incentive compensation program, recognizing efforts during a pivotal strategic transition and aligning key personnel with long-term shareholder value creation.

Impairment of exploration and evaluation asset – At each reporting period, management assesses non-financial assets for impairment. The Company recorded a write-off of exploration and evaluation assets of $182,273 during the year ended November 30, 2024, primarily due to the termination of the option agreement related to the Wray Mesa Property, reducing the capitalized cost of the project to $Nil.

Loss on disposition – A loss of disposition was recorded based on the final closing amount of the sale of the Independence Property. The Company recorded a Loss on disposition of exploration and evaluation assets of $8,608,494 during year ended November 30, 2024, on the Independence Property, reducing the capitalized cost of the project to $Nil.

SUMMARY OF QUARTERLY RESULTS

($000’s except earnings per share)

	November 30, 2024	August 31, 2024	May 31, 2024	February 29, 2024
	$	$	$	$
Revenue	–	–	–	–
Net loss	(868)	(1,295)	(8,631)	(1,869)
Basic and diluted Loss per share	(0.00)	(0.04)	(0.37)	(0.09)
	November 30, 2023	August 31, 2023	May 31, 2023	February 28, 2023
	$	$	$	$
Revenue	–	–	–	–
Net loss	(167)	(153)	(1,129)	(102)
Basic and diluted Loss per share	(0.01)	(0.01)	(0.08)	(0.02)

Three-month period ended November 30, 2024

During the three-month period ended November 30, 2024, the Company reported a net loss of $183,039 (2023 - $166,691). A summary of material expenditures included in the determination of operating loss was as follows:

Investor relations and advertising – The Company incurred Investor relations and advertising expenses of $382,790 (2023 - $(15,000). The focus for the current period was on maintaining advertising and promotional programs to enhance investor awareness surrounding activities at the Cree East Property. In contrast, the prior year reflected a recovery of $15,000 due to refunded promotional expenditures initially allocated towards campaigns marketing the Company's pivot to uranium and the Independence project, acquired in late 2020. This recovery offset a portion of the prior year's promotional budget.

Management fees – Management fees for the three-month period ended November 30, 2024, totaled $53,725 (2023 - $41,000). The increase is attributable to additional work carried out during the period, which required more of management time, including fees paid to the Company’s CEO, CFO, and VP of Exploration.

Professional fees – The Company incurred professional fees of $117,464 (2023 - $59,832) for the quarter ended November 30, 2024. These fees consist of general legal maintenance.

Consulting fees – The Company incurred consulting fees of $62,415 (2023 - $15,000) during the fourth quarter of 2024 which consisted primarily of finder fees associated with the introduction to the Cree East project. The increase over the prior year is a re-engagement of consultants within the quarter for project advisory services.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents as at November 30, 2024 were $2,693,928 compared to $1,241,952 at November 30, 2023. The Company had working capital of $2,742,172 as at November 30, 2024.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The Company has incurred the following key management personnel cost from related parties:

	Year ended November 30, 2024	Year ended November 30, 2023
	$	$
Management fees	228,365	196,619
Share-based payments	369,334	231,941
Total	597,699	428,560

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

COMMITMENTS

SUBSEQUENT EVENTS

On December 12, 2024, the Company completed a non-brokered private placement and 6,941,004 FT Units were issued at price of $0.30 per FT Unit to raise gross proceeds of $2,082,301. Each FT Unit consists of one common share of the Company to be issued as a “flow-through share”, and one common share purchase warrant each of which is exercisable to acquire one common share for 18 months following closing at an exercise price of $0.40. The Company paid an aggregate of $100,818 and issued an aggregate of 336,060 warrants to certain finders involved in the Offering. The Finders’ warrants have the same terms as the private placement warrants.

The Company issued 115,942 common shares as payment for an advisory fee of $40,000 owed to Canaccord Genuity Corp.

ADOPTION OF NEW ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company’s consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future

years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant accounting estimates

i. the measurement of deferred income tax assets and liabilities; and
ii. the inputs used in accounting for share-based payments.

Significant accounting judgements

i. the determination of categories of financial assets and financial liabilities;
ii. the evaluation of the Company’s ability to continue as a going concern; and
iii. the assessment of impairment of the Company’s exploration and evaluation assets and related determination of the net realizable value and write-down of the exploration and evaluation assets where applicable.

SHARE CAPITAL

Issued

The company had 33,832,156 shares issued and outstanding as at November 30, 2024 and 42,963,902 shares issued and outstanding as at March 31, 2025.

For the year ended November 30, 2024, the Company had the following share capital transactions:

i) On November 26, 2024, 127,272 shares were issued pursuant to an advisory agreement.
ii) On June 25, 2024, the Company completed a non-brokered private placement of 2,887,114 flow-through units (each a “FT Unit”) at a price of $0.52 per FT Unit to raise gross proceeds of $1,501,299. Each FT Unit consists of one common share of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share for 24 months at an exercise price of $0.60. In connection with the private placement, the Company paid cash finders' fees totaling $102,016 and issued 195,030 non-transferable warrants to eligible finders. The finders' warrants are exercisable to acquire one common share at a price of $0.52 for 24 months.
iii) On March 18, 2024, the Company entered into an agreement to acquire in interest in the Cree East uranium property and issued the following: 2,091,269 shares on March 28, 2024 and 3,042,123 shares on September 20, 2024.
iv) On March 28, 2024, the company issued 1,500,000 common shares to a third party as a finder’s fee for the Cree East project.
v) 2,574,632 share purchase warrants previously outstanding were exercised for gross proceeds of $1,287,316.
vi) 245,000 restricted share units were converted into shares.
vii) 170,000 options were exercised for gross proceeds of $79,050.

viii) On April 30, 2024, the Company completed a private placement of 2,400,000 units at a price of $0.50 per unit to raise gross proceeds of $1,200,000. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share until April 30, 2026 at an exercise price of $0.60. In connection with the private placement, the Company paid an cash finders' fees of $61,600 and issued 130,200 warrants to certain finders.

For the period ended November 30, 2023, the Company had the following share capital transactions:

i) On March 1, 2023, the company announced the completion of its a non-brokered private placement consisting of 7,076,353 units at a price of $0.31 per Unit for total gross proceeds of $2,125,128. Each Unit consists of one common share and one whole Common Share purchase warrant. Each Warrant is exercisable for one additional Common Share at an exercise price of $0.50 for a period of two years. In connection with the Private Placement, the Company paid an aggregate of $70,401 in finders' fees and issued 236,778 finders' warrants. The Finders' Warrants have the same term as the Warrants.

Share Purchase Options

As at November 30, 2024 and March 31, 2025, there were 3,275,667 stock options outstanding.

For the year ended November 30, 2024, the Company granted the following stock options:

For the period ended November 30, 2023, the Company had the following stock option transactions:

i. On March 24, 2023, the company granted an aggregate of 830,000 Options to purchase up to a total of 830,000 common shares (the "Option Shares") in the capital of the Company, at an exercise price of $0.465 per Option Share, for a period of five years from the date of grant, in accordance with the Plan. The options will vest at 25% every three months and will be fully vested by December 24, 2023.

ii. On October 30 2023 the company granted 100,000 options to purchase up to a total of 100,000 common shares (the "Option Shares") in the capital of the Company, at an exercise price of $0.38 per Option Share, for a period of five years from the date of grant, in accordance with the Plan. The options will vest at 25% every three months and will be fully vested by October 30, 2023.

iii. During the year ended November 30, 2023, 73,334 options previously outstanding expired or were surrendered. These options were removed from the Company's stock option registry.

Warrants

As at November 30, 2024 and March 31, 2025, there were 10,350,843 warrants outstanding.

For the period ended November 30, 2024 the Company had the following share capital transactions:

i. 2,887,114 warrants were granted at an exercise price of $0.60 on June 25, 2024
ii. 195,030 finders warrants were granted at an exercise price of $0.52 on June 25, 2024.
iii. 2,574,632 warrants previously outstanding were exercised for gross proceeds of $1,287,316.
iv. 2,400,000 warrants were granted at an exercise price of $0.60 on April 30, 2024.
v. 130,200 finders warrants were granted at an exercise price of $0.60 on April 30, 2024.

For the year ended November 30, 2023 the Company had the following share capital transactions:

i. 3,333 warrants previously outstanding expired on December 9, 2022.
ii. 384,203 warrants previously outstanding expired on April 9, 2023.

Restricted Share Units (RSU's)

As at November 30, 2024 and March 31, 2025, there were no restricted stock units outstanding.

For the period ended November 30, 2024, the Company had the following share capital transactions:

i. On November 14, 2024 25,000 restricted share units were converted into shares.
ii. On October 31, 2024 20,000 restricted share units were converted into shares..
iii. 820,000 restricted stock units were granted on December 15, 2023.
iv. 20,000 restricted stock units were granted on February 2, 2024.
v. 200,000 restricted stock units were exercised on April 23, 2024.
vi. 620,000 restricted stock units were forfeited on May 15, 2024.

For the year ended November 30, 2023, the Company had the following share capital transactions:

i. 25,000 restricted stock units were granted on October 30, 2023.

FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The Company’s financial assets include cash and is classified as Level 1. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.

Assets measured at fair value on a recurring basis were presented on the Company’s Statement of Financial Position as at August 31, 2024 are as follows:

	Fair Value Measurements Using
	Quoted Prices in Active Markets For Identical Instruments (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Cash	2,693,928	–	–	2,693,928
Investments	130,500	–	–	130,500

Fair value

The fair value of the Company’s financial instruments approximates their carrying value as at November 30, 2024 because of the demand nature or short-term maturity of these instruments.

Financial risk management objectives and policies

The Company’s financial instruments include cash and accounts payable. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

(i) Currency risk

The Company’s expenses are denominated in Canadian dollars. The Company’s corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

(ii) Interest rate risk

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk the Company places these instruments with a high-quality financial institution.

(iv) Liquidity risk

Additional Risk Factors

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company's operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company's business and its involvement in the precious metal exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the Independence Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling, permitting and mine development. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

The Company's mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production.

Operational Risks

blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production, or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company's financial condition, results of operations or prospects.

The Company's development opportunities at the Independence Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company's operations or prospects.

Volatility of the Market Price of the Company's Common Shares

The Company's common shares are listed on the Canada Securities Exchange ("CSE") under the symbol NEXU, on the Frankfurt Stock Exchange under the trading symbol 6NN and, on the OTCQB under the trading symbol GIDMF. The quotation of the Company's common shares on the CSE may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company's common shares include the following:

(a) The trading volume and general market interest in the Company's common shares could affect a shareholder's ability to trade significant numbers of common shares; and

(b) The size of the public float in the Company's common shares may limit the ability of some institutions to invest in the Company's securities.

As a result of any of these factors, the market price of the Company's common shares at any given point in time might not accurately reflect the Company's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company's securities will have on the market price of the common shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company's financial position, may impact the Company's ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company's financial position could have important consequences, including the following:

(a) Increasing the Company's vulnerability to general adverse economic and industry conditions;

(b) Limiting the Company's ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

(c) Limiting the Company's flexibility in planning for, or reacting to, changes in the Company's business and the industry; and

(d) Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

advantage of business opportunities that may arise. The Company's ability to service its debt obligations will depend on the Company's future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including gold, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company's properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore the various projects in its portfolio and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company's detriment. There can also be no assurance that the Company's rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company's operating activities could impede its ability to raise capital through debt or equity its business operations. In addition, working capital deficiencies could negatively impact the Company's ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company's business, prospects, financial condition, and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornadoes, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company's activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

Conflicts of Interest

companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

During the year ended November 30, 2024, there has been no significant change in the Company's internal control over financial reporting since last year.

The Chief Executive Officer and Chief Financial Officer of the Company are responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. They are also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company's financial statements for the twelve-month period ended November 30, 2024.

The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Interim and Year End Filings on SEDAR at www.sedar.com.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A and the Company will be provide copies upon request.

NEXUS URANIUM CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, 2023 AND 2022

(Expressed in Canadian Dollars)

E! manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of Nexus Uranium Corp. (formerly Golden Independence Mining Corp.).

Opinion

We have audited the consolidated financial statements of Nexus Uranium Corp. and its subsidiaries (the "Company") which comprise the consolidated statements of financial position as at November 30, 2023 and 2022, and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years then ended, and the related notes comprising a summary of significant accounting policies and other explanatory information (together, the "Financial Statements").

In our opinion, the accompanying Financial Statements present fairly, in all material respects, the financial position of the Company as at November 30, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the Financial Statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying Financial Statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements for the year ended November 30, 2023. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Assessment of Impairment Indicators of Exploration and Evaluation Assets ("E&E Assets")

We draw attention to Notes 2(e), 3 and 6 of the Financial Statements. The carrying amount of E&E Assets amounted to $13,884,283 as at November 30, 2023. E&E Assets are assessed for impairment if (i) the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in a specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities, (iv) sufficient data exists to determine technical feasibility and commercial viability, and (v) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

We identified the assessment of impairment indicators of E&E Assets as a key audit matter due to the significance of the E&E Assets and the judgments made by management in their assessment of impairment indicators related to E&E Assets, which in turn led to increased auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in this area that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Assets.

Our audit response to the key audit matter was as follows:

We assessed the status of the Company's rights to explore by discussing with management if any rights were not expected to be renewed, and verified the status of the underlying claims comprising the E&E Assets;
We assessed the Company's ability and plans to make substantive expenditures on further exploration for and evaluation of mineral resources based on the Company's available funds and history of raising funds through private placements when needed;
We assessed whether exploration and evaluation activities in areas of exploration have not led to the discovery of commercially viable quantities of mineral resources and assessed whether the Company has decided to abandon or discontinue exploration activities by inspecting Board of Directors minutes, reading press releases and relying on other evidence obtained in other areas of the audit; and
We assessed whether facts and circumstances suggest that the Company has achieved commercial viability or that the carrying amount may exceed the recoverable amount by inspecting Board of Directors minutes, reading press releases and relying on other evidence obtained in other areas of the audit.

Other Information

Management is responsible for the other information, which comprises the information included in the Company's Management Discussion & Analysis to be filed with the relevant Canadian securities commissions.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are, therefore, the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors' report is Waseem Javed.

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, British Columbia

March 21, 2024

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)

	November 30, 2023	November 30, 2022
	$	$
ASSETS
CURRENT
Cash	1,241,952	673,366
Investments (Note 5)	50,000	-
Amounts receivable	38,459	19,065
Prepaid expense	10,825	19,149
	1,341,236	711,580
EXPLORATION AND EVALUATION ASSETS (Note 6)	13,884,283	9,768,037
	15,225,519	10,479,617

LIABILITIES

CURRENT

Accounts payable and accrued liabilities (Note 7) 95,719 117,744

LONG TERM

Due to America's Gold Exploration Inc. (Note 6) 306,628 172,507

402,347 290,251

SHAREHOLDERS' EQUITY

SHARE CAPITAL (Note 8)	20,578,484	14,770,271
CONTRIBUTED SURPLUS (Note 8)	1,335,221	1,093,567
DEFICIT	(7,090,533)	(5,674,472)
	14,823,172	10,189,366
	15,225,519	10,479,617

NATURE OF OPERATIONS (Note 1)

SUBSEQUENT EVENTS (Note 14)

Approved and authorized for issue on behalf of the Board on March 21, 2024:

"Jeremy Poirier" Director

"Jordan Carroll" Director

The accompanying notes are an integral part of these consolidated financial statements

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian dollars)

	Year ended November 30, 2023	Year ended November 30, 2022
	$	$
EXPENSES
Advertising and promotion	669,053	191,815
Consulting fees	109,901	60,000
Insurance	1,042	17,060
Management fees (Note 9)	196,619	241,549
Office and miscellaneous	9,633	4,751
Professional fees	188,725	97,013
Rent	20,952	24,762
Share-based payments (Note 8)	280,289	18,596
Transfer agent and filing fees	75,910	49,443
Travel and promotion	-	14,149
NET OPERATING LOSS	(1,552,124)	(719,138)
OTHER ITEMS
Option payments received	28,161	-
Foreign exchange gain	1,352	39,280
Legal settlement expense	-	(256,832)
	29,513	(217,552)
NET LOSS AND COMPREHENSIVE LOSS	(1,522,611)	(936,690)
LOSS PER SHARE (basic and diluted)	$(0.11)	$(0.22)
WEIGHTED AVERAGE NUMBER OF COMMON SHARE OUTSTANDING	14,440,368	4,188,218

The accompanying notes are an integral part of these consolidated financial statements

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian dollars)

	Common Shares		Contributed Surplus	Deficit	Total
	Number of Shares	Amount
		$	$	$	$
Balance, November 30, 2021	4,180,394	14,594,151	1,662,162	(5,324,973)	10,931,340
Shares issued for legal settlement	238,000	176,120	–	–	176,120
Stock option issuance	–	–	18,596	–	18,596
Stock option expiration	–	–	(587,191)	587,191	–
Net loss for the year	–	–	–	(936,690)	(936,690)
Balance, November 30, 2022	4,418,394	14,770,271	1,093,567	(5,674,472)	10,189,366
Shares issued for cash, net of share issuance costs	7,076,354	2,057,213	67,915	–	2,125,128
Shares issued for exploration and evaluation assets	7,300,000	3,751,000	–	–	3,751,000
Stock option issuance	–	–	279,435	–	279,435
Stock option expiration			(106,550)	106,550	–
RSU issuance	–	–	854	–	854
Net loss for the year	–	–	–	(1,522,611)	(1,522,611)
Balance, November 30, 2023	18,794,748	20,578,484	1,335,221	(7,090,533)	14,823,172

The accompanying notes are an integral part of these consolidated financial statements

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in Canadian dollars)

	Year ended November 30, 2023	Year ended November 30, 2022
	$	$
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss for the period	(1,522,611)	(936,690)
Items not involving cash:
Share-based payments	280,289	18,596
Advisory Fee	–	–
Issuance of shares for legal settlement	–	176,120
Changes in operating assets and liabilities:
Amounts receivable	(19,394)	189,423
Accounts payable and accrued liabilities	(22,025)	(13,746)
Due to America's Gold Exploration Inc.	134,121	172,507
Prepaid expenses	8,324	36,104
Cash used in operating activities	(1,141,296)	(357,686)
INVESTING ACTIVITIES
Mineral property acquisition and exploration costs	(415,246)	(345,301)
Cash used in investing activities	(415,246)	(345,301)
FINANCING ACTIVITIES
Issuance of shares and warrants, net of share issuance costs	2,125,128	–
Cash provided by financing activity	2,125,128	–
INCREASE (DECREASE) IN CASH DURING THE YEAR	568,586	(702,987)
CASH, BEGINNING OF YEAR	673,366	1,376,353
CASH, END OF YEAR	1,241,952	673,366
SUPPLEMENTAL DISCLOSURES
Interest paid	–	–
Income taxes paid	–	–
NON-CASH TRANSACTIONS
Shares issued for mineral property acquisitions	3,751,000	–
Shares received for mineral property	50,000	–

The accompanying notes are an integral part of these consolidated financial statements

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS

Nexus Uranium Corp. (formerly Golden Independence Mining Corp.) (the "Company") was incorporated on May 31, 2017 under the laws of British Columbia. The address of the Company's corporate office and its principal place of business is 503-905 Pender St. W, Vancouver, British Columbia, Canada, V6C 1L6.

On September 8, 2020, the Company's name was changed from 66 Resources Inc. to Golden Independence Mining Corp. and the Company began trading under the stock symbol "IGLD". The Company's CUSIP number for the common shares was also updated on September 8, 2020 to 381083104.

On November 10, 2023, the Company's name was changed from Golden Independence Mining Corp. to Nexus Uranium Corp. and the Company began trading under the stock symbol "NEXU".

The Company's principal business activities include the acquisition and exploration of mineral property assets. As at November 30, 2023, the Company had not yet determined whether the Company's mineral property asset contains ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time.

The Company has a deficit of $7,090,533 as at November 30, 2023, which has been funded by the issuance of equity. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. These conditions indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements were authorized for issue in accordance with a resolution from the Board of Directors on March 21, 2024.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Basis of presentation

The consolidated financial statements have been prepared on the historical cost basis, with the exception of financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements.

These consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency. The functional currency of Golden Independence Nevada Corp. is the U.S. dollar, the functional currency of 1406126 B.C. Ltd. is the Canadian dollar and the functional currency of Independence Mining LLC is the U.S. dollar. The assets and liabilities of Golden Independence Nevada Corp. and Independence Mining LLC are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their income and expense items are translated at the spot exchange rate for the period. Exchange differences arising on the translation are recognized in other comprehensive income.

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

c) Basis of consolidation

The financial statements include the accounts of the Company and its controlled entities as follows:

Entity	Country of Incorporation	Ownership	Functional Currency
Golden Independence Nevada Corp.	U.S.A.	100%	US Dollar
1406126 B.C. Ltd.	Canada	100%	Canadian Dollar
Independence Mining LLC	U.S.A.	51%	US Dollar

These consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, Golden Independence Nevada Corp. and 1406126 B.C. Ltd. Golden Independence Nevada Corp holds a 51% stake of Independence Mining LLC, a Limited Liability Company created on December 9, 2021 between Golden Independence Nevada Corp and America's Gold Exploration Inc.

d) Financial instruments

Financial Assets

On initial recognition financial assets are classified as measured at:

i. Amortized cost;
ii. Fair value through other comprehensive income ("FVOCI"); and
iii. Fair value through profit and loss ("FVTPL").

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

d) Financial instruments (continued)

Subsequent measurement of financial assets depends on their classification:

i. Amortized cost

The Company does not have any assets classified at amortized cost.

ii. FVOCI

The Company does not have any assets classified at FVOCI.

iii. FVTPL

The Company's cash and investments are classified at FVTPL.

Financial Liabilities and Equity

Financial liabilities are classified as measured at (i) FVTPL; or (ii) amortized cost.

10 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

d) Financial instruments (continued)

The Company does not classify any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method. The Company classifies accounts payable and amounts due to Americas Gold Exploration Inc. at amortized cost.

e) Mineral properties

Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation expenditures are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as mineral concession taxes, option payments, wages and salaries, surveying, geological consulting and laboratory, field supplies, travel and administration. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they are incurred. Exploration and evaluation properties are not amortized during the exploration and evaluation stage. Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as 'mines under construction'.

f) Impairment of non-financial assets

Non-financial assets, including mineral properties are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down to its recoverable amount. An impairment loss is charged to consolidated statements of comprehensive loss.

11 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

g) Reclamation provisions

h) Share-based payments

Share-based payments to employees are measured at fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to contributed surplus. The fair value of options is determined using the Black-Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

i) Cash and cash equivalents

Cash and cash equivalents include cash on hand readily convertible into a known amount of cash and can be redeemed at any time without penalties, and amounts held in trust.

j) Share capital

12 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Income taxes

l) Loss per share

m) Foreign currency

n) Change in accounting standards

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

o) Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except deferred tax assets or liabilities, which are recognized and measured in accordance with IAS 12 – Income Taxes. Subsequent changes in fair values are adjusted against the cost of acquisition if they qualify as measurement period adjustments. The measurement period is the period between the date of the acquisition and the date where all significant information necessary to determine the fair values is available and cannot exceed 12 months. All other subsequent changes are recognized in the consolidated statements of comprehensive loss.

13 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

o) Business Combinations (continued)

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including any contingently payable purchase price obligation due over time. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied. The determination of fair value involves making estimates relating to acquired exploration and evaluation assets, equipment and asset retirement obligations.

Acquisition related costs are recognized in the consolidated statements of comprehensive loss as incurred. Management determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that can create outputs.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

Significant accounting estimates

i. the measurement of deferred income tax assets and liabilities;
ii. the measurement of fair value of the Company's investments in private entities; and
iii. the inputs used in accounting for share-based payments.

Significant accounting judgements

i. the determination of categories of financial assets and financial liabilities;
ii. the determination of whether the Company exercises control over an entity
iii. the evaluation of the Company's ability to continue as a going concern;
iv. the assessment of indicators of impairment of the mineral property and related determination of the net realizable value and write-down of the mineral property where applicable; and
v. the determination of whether an acquisition is a business combination or an asset acquisition.

14 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

4. ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

5. INVESTMENTS

Investments consist of an investment in shares of a private company. The fair value of the investment has been determined directly by reference to the most recent financing of the investee.

	Number of Shares	Fair Value
Valleyview Resources Ltd.	1,000,000	$50,000

During the year ended November 30, 2023, the Company:

i) received 1,000,000 shares of Valleyview Resources Ltd. pursuant to an option agreement for the Fraser Lake project (see Note 6).

15 -

NEXUS URANIUM CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022

(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET

For the years ended November 30, 2023 and 2022, the Company incurred the following acquisition and exploration expenditures:

	Independence Property	Fraser Lake Property	Napoleon Property	Wray Mesa Property	Total
	$	$	$	$	$
Acquisition Costs:
Balance, November 30, 2021	5,650,130	-	-	-	5,650,130
Cash	-	17,302	-	-	17,302
Balance, November 30, 2022	5,650,130	17,302	-	-	5,667,432
Cash	24,270	-	-	50,000	74,270
Shares	-	-	3,640,000	111,000	3,751,000
Cost Recoveries	-	(17,302)	-	-	(17,302)
Balance, November 30, 2023	5,674,400	-	3,640,000	161,000	9,475,400
Exploration Costs:
Balance, November 30, 2021	3,772,606	-	-	-	3,772,606
Drilling and assay	91,823	-	-	-	91,823
Technical	36,954	-	-	-	36,954
Licensing	55,910	500	-	-	56,410
Field work	70,634	4,035	-	-	74,669
Legal	63,446	-	-	-	63,446
Travel	4,697	-	-	-	4,697
Balance, November 30, 2022	4,096,070	4,535	-	-	4,100,605
Drilling and assay	127,804	-	19,448	-	147,252
Technical	27,454	-	-	-	27,454
Licensing	20,964	-	-	-	20,964
Field work	85,841	-	-	-	85,841
Legal	31,302	-	-	-	31,302
Cost Recoveries	-	(4,535)	-	-	(4,535)
Balance, November 30, 2023	4,389,435	-	19,448	-	4,408,883
Total, November 30, 2022	9,746,200	21,837	-	-	9,768,037
Total, November 30, 2023	10,063,835	-	3,659,448	161,000	13,884,283

16 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

Independence Property

In the event the Company makes the $4,000,000 cash payment due under Note 6 (c)(v) above on or before August 31, 2021, the cash payments set forth under Notes 5(c)(iii) and 5(c)(iv) will no longer be required.

d) Incur expenditures of not less than US$3,000,000 as per the following schedule:

17 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET (continued)

the Company during the Bump Up Option term, the Company shall be entitled to an additional 2.4% interest in the Joint Venture.

On January 25, 2021, the Company amended the terms of the Option Agreement (the "Amending Agreement"). Pursuant to the Amending Agreement, the original requirement to make a US$4,000,000 cash payment on or before December 31, 2021 was revised to require a cash payment of US$1,700,000 and the issuance of 326,667 common shares of the Company to the Owner on or before January 29, 2021. Upon final payment being made, AGEI will have earned its entitlement to the Property subject to a 2% NSR under the underlying option agreement.

In connection with the Amending Agreement, the Company also agreed to pay a consulting fee of US$50,000 in cash and issued 8,167 common shares.

On January 27, 2021, the Company issued 334,833 common shares of the Company and paid a total of US$1,750,000 pursuant to the Amending Agreement.

On December 13, 2021, upon reaching the $3,000,000 USD qualifying expenditure total, the Company announced the formation of a Joint Venture with AGEI to continue the advancement of the Independence Property. The Joint Venture was formed pursuant to the Option Agreement and the Amending Agreement described above. Accordingly, a new entity, Independence Mining LLC was formed (See Note 2c).

Key terms of the Joint Venture include:

As the Company has control of Independence Mining LLC, the Company has consolidated the statement of financial position and results of operations of Independence Mining LLC within the Company's consolidated financial statements. As the activities of Independence Mining LLC consist primarily of exploration activities of the Independence Property, no profit or loss has been recorded to date, and therefore the Company has recognized $Nil in non-controlling interest as at November 30, 2023 and 2022.

Fraser Lake Property

On March 30, 2022, the Company acquired the Fraser Lake copper property located in the Quesnel Trough of Central British Columbia. Acquisition costs related to this property represent the costs associated with staking the claims with the mineral titles office of British Columbia.

18 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET (continued)

On March 30, 2023, the Company entered into an option agreement for the Fraser Lake copper property with Valleyview Resources Ltd. ("Valleyview"), a private British Columbia company. Pursuant to the terms of the option agreement, Valleyview Resources Ltd. has the right to acquire a 100% interest in the Fraser Lake copper property, subject to a 2% net smelter return royalty, by issuing 3 million common shares and incurring exploration expenditures of $300,000.

Under the terms of the option agreement, Valleyview can earn an initial 51% interest through the issuance of one million common shares and incurring $100,000 in exploration expenditures within the first 12 months, and an additional 49% interest through the issuance of two million common shares and incurring $200,000 in exploration expenditures within 18 months of acquiring the initial 51% ownership. The Company will retain a 2% NSR royalty, of which 1% can be repurchased for $2,000,000 in cash. Following the acquisition of the initial 51%, if Valleyview elects to not acquire the remaining 49% interest, both companies shall form a standard joint venture based on pro-rata ownership.

On September 8, 2023, the Company received one million common shares of Valleyview Resources Ltd. as the final milestone towards the initial earn-in of 51% of the Fraser Lake copper property. Under the terms of the option agreement, Valleyview has earned a 51% stake through the issuance of the one million common shares and incurring over $100,000 in exploration expenditures within the first 12 months of the option agreement.

Napoleon Property

1406126 B.C. Ltd.

On March 24, 2023, the Company completed the acquisition (the "Napoleon Acquisition") of all the issued and outstanding securities of 1396791 B.C. Ltd. ("Napoleon"), pursuant to a three-cornered amalgamation involving 1396791 B.C. Ltd., 1406126 B.C. Ltd. (the successor corporation), and the Company. As part of the Napoleon acquisition, all outstanding common shares of 1396791 B.C. Ltd. were exchanged for 7,000,000 common shares of the Company. Napoleon's principal asset, acquired through this transaction, is a 100% interest in the Napoleon property located in Kamloops, British Columbia, Canada.

The Napoleon property is comprised of 996 hectares located in the Kamloops Mining Division which is northwest of the city of Kamloops, BC. The underlying claims comprising the Napoleon property are wholly-owned with no underlying royalties.

The Napoleon acquisition was an asset acquisition under IFRS because 1396791 B.C. Ltd. did not meet the definition of a business under IFRS 3, as only inputs were acquired and there were no processes that when applied could generate outputs. The purpose of the acquisition of 1396791 B.C. Ltd. was the purchase of the Napoleon Property and the acquisition consideration was reflected as the fair value of the Napoleon Property.

The total consideration of $3,640,000 have been allocated as follows:

Exploration and evaluation assets – Napoleon	$ 3,640,000
Purchase price	3,640,000
Fair value of the 7,000,000 common shares issued to the shareholders of 1396791 B.C. Ltd.	3,640,000
Total consideration	3,640,000

19 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

Wray Mesa Property

Pursuant to an option agreement with Basin Uranium Corp. (the "Owner") dated October 16, 2023, the Company was granted an option to acquire up to a 90% interest in the Wray Mesa uranium project in Utah, USA. (the "Wray Mesa Property"). The Weay Mesa Property, consisting of 308 unpatented mining claims, is subject to a joint venture formation upon the Company's fulfillment of specific conditions as outlined below:

First Option: To earn a 51% interest in the Wray Mesa Property, the Company must:

Issue 300,000 common shares and make a cash payment of $50,000 within five days of approval of the Canadian Securities Exchange (the "CSE Approval"); (Paid)
Incur US$250,000 in exploration expenditures by the first anniversary of the CSE Approval;
Pay $100,000 in cash and issue $250,000 equivalent of common shares by the second anniversary of the CSE Approval; and
Incur an additional US$500,000 in exploration expenditures by the second anniversary of the CSE Approval.

Second Option: Upon fulfilling the First Option, the Company may acquire an additional 20% interest (for a total of 71%) by:

Paying $75,000 in cash and issuing $250,000 equivalent of common shares by the third anniversary of the CSE Approval; and
Incurring an additional US$1,000,000 in exploration expenditures by the third anniversary of the CSE Approval.

Third Option: Upon fulfilling the Second option, the Company may acquire a further 19% interest (for a total of 90%) by:

Paying $75,000 in cash and issuing $250,000 equivalent of common shares by the fourth anniversary of the CSE Approval; and
Incurring an additional US$1,000,000 in exploration expenditures by the fourth anniversary of the CSE Approval.

Pursuant to the option agreement for the Wray Mesa Property, the Company also accepted assignment of a royalty agreement from the Optionor which includes a 1.25% net smelter royalty payable on the property to Planteau Ventures LLC.

Upon the exercise of the options and achievement of a 90% interest by the Company, a Joint Venture ("JV") will be established. The JV Agreement, to be negotiated and entered promptly, will formalize the JV's governance, including the formation of a management committee and the provision for dilution mechanisms and funding obligations aligned with industry standards per the Rocky Mountain Mineral Law Foundation. The Company, as the operator, will oversee the JV's exploration and development efforts, with both parties contributing to future expenditures in proportion to their JV interests. This arrangement also includes provisions for handling default, assignment, force major events, confidentiality, dispute resolution through arbitration, and the detailed responsibilities of each party throughout the option period and upon the formation of the JV.

20 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

Yukon Claims

On April 25, 2023, the Company acquired a portfolio of quartz mining claims located in eastern Yukon which were previously held by Bearing Lithium Corp. The Yukon claims are comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt. These claims were received for $Nil consideration and the Company has not incurred any expenditures to date on these claims.

TRADE PAYABLES AND ACCRUED LIABILITIES

	November 30, 2023	November 30, 2022
	$	$
Trade payables	89,356	117,744
Accrued Liabilities	6,363	-
	95,719	117,744

SHARE CAPITAL

a) Authorized:

The Company is authorized to issue an unlimited number of common shares without par value.

b) Issued and outstanding:

As at November 30, 2023, there were 18,794,748 common shares issued and outstanding.

For the year ended November 30, 2023, the Company had the following share capital transactions:

i) On March 1, 2023, the Company completed a non-brokered private placement consisting of 7,076,354 units at a price of $0.31 per unit for total gross proceeds of $2,193,670. Each unit consists of one common share and one whole common share purchase warrant. Each warrant is exercisable for one additional common share at an exercise price of $0.50 for a period of two years. In connection with the private placement, the Company paid an aggregate of $68,542 in finders' fees and other issuance costs and issued 236,778 finders' warrants. The finders' warrants have the same term as the share purchase warrants.

ii) On March 23, 2023, the Company entered into an agreement to acquire the Napoleon Property located in Kamloops, British Columbia, pursuant to a three-cornered amalgamation with 1396791 B.C. Ltd., 1406126 B.C. Ltd. and the Company. As consideration, 7,000,000 common shares of the Company with a fair value of $3,640,000 were issued to shareholders of 1396791 B.C. Ltd.

iii) On October 16, 2023, the Company entered into an option agreement to acquire the Wray Mesa Uranium property located in San Juan County, Utah. The Property is being acquired pursuant to an option agreement. As consideration, the Company issued 300,000 common shares on October 24, 2023 with a fair value of $111,000.

For the year ended November 30, 2022, the Company had the following share capital transactions:

iv) The Company settled a litigation commenced in April 2021. Pursuant to the terms of the settlement, the Company has paid US$60,000 and issue 238,000 common shares of the Company to Independence Gold-Silver Mines, Inc. As a result of the settlement, the parties have released all claims against each other and have agreed to file to dismiss the claims pending in the Court of the State of Nevada.

21 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

v) On November 1, 2022, the Company completed a consolidation of its issued and outstanding common shares on the bases of fifteen (15) pre-consolidation common shares, options and warrants to one post consolidation common share, option, and warrant. The share consolidation has been presented throughout the financial statements retroactively and all equity related figures are presented on a post-consolidation basis.

c) Stock options

For the year ended November 30, 2023, the Company had the following stock option transactions:

i) On March 24, 2023, the company granted an aggregate of 830,000 options to purchase up to a total of 830,000 common shares in the capital of the Company, at an exercise price of $0.465 per common share, for a period of five years from the date of grant, in accordance with the company's stock option plan. The options will vest at 25% every three months from the grant date and will be fully vested by December 24, 2023. The share-based payments expense recognized for these options granted in the current year was $278,591.

ii) On October 30 2023 the company granted 100,000 options to purchase up to a total of 100,000 common shares in the capital of the Company, at an exercise price of $0.38 per common share, for a period of five years from the date of grant, in accordance with the Plan. The options will vest at 25% every three months from the grant date and will be fully vested by October 30, 2024. The share-based payments expense recognized for these options granted in the current year was $844.

iii) During the year ended November 30, 2023, 23,333 options previously outstanding expired or were surrendered, resulting in a reduction of the contributed surplus account of $106,550. These options were removed from the Company's stock option registry.

The Company uses the Black-Scholes option pricing model to estimate the fair value for all share-based compensation. The weighted average assumptions used in this pricing model for the options granted during the year were as follows:

	Weighted average assumptions
Share price	$ 0.46
Exercise price	$ 0.46
Risk-free dividend rate	2.90%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	198%

For the year ended November 30, 2022, the Company had the following stock option transactions:

iv) During the year ended November 30, 2022, 80,000 options previously outstanding expired or were forfeited resulting in a reduction of the contributed surplus account of $587,191. These options were removed from the Company's stock option registry.

v) On April 18, 2022, the Company granted 15,667 stock options to certain directors of the Company at an exercise price of $1.50 for a period of five years. These options vest immediately upon issuance. The fair value of these options was calculated to be $18,596 and was recognized as share-based payments on the Company's Consolidated Statements of Comprehensive Loss during the year ended November 30, 2022.

22 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

	April 18, 2022
Share price	$ 0.98
Exercise price	$ 1.50
Risk-free dividend rate	2.83%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	96%

A continuity of the options outstanding as at November 30, 2023 and 2022 is as follows:

	Number	Weighted average exercise price
Balance, November 30, 2021	190,000	$ 6.00
Issued	15,667
Forfeited	(18,333)
Expired	(61,667)
Balance at November 30, 2022	125,667	$ 4.86
Issued	930,000	$0.46
Expired	(3,333)	($ 7.50)
Forfeited	(20,000)	($ 0.35)
Balance at November 30, 2023	1,032,334	$ 0.87

As at November 30, 2023, the following stock options were outstanding:

Grant Date	Expiry Date	Exercise Price	Number of Options	Remaining Life (year)
July 10, 2020	July 10, 2025	$ 1.20	33,333	1.61
October 14, 2020	October 14, 2025	7.80	53,334	1.87
April 18, 2022	April 18, 2027	1.50	15,667	3.38
March 24, 2023	March 24, 2028	0.465	830,000	4.31
October 23 2023	October 23 2028	0.38	100,000	4.90
		$ 0.87	1,032,334	4.15

As at November 30, 2023, 724,834 options were exercisable.

23 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

SHARE CAPITAL (continued)

d) Warrants

As at November 30, 2023, there were 7,313,132 warrants outstanding.

For the year ended November 30, 2023 the Company had the following warrant transactions:

i) 3,333 warrants previously outstanding expired on December 9, 2022.
ii) 384,203 warrants previously outstanding expired on April 9, 2023.
iii) 236,778 finders warrants were issued at an exercise price of $0.50. The fair market value of these warrants, determined to be $67,915, was calculated based on the Black Scholes method.

The Company uses the Black-Scholes option pricing model to estimate the fair value of the finders warrants issued. The weighted average assumptions used in this pricing model for the finders warrants granted during the year were as follows

	March 1, 2023
Share price	$ 0.45
Exercise price	$ 0.50
Risk-free dividend rate	4.16%
Expected life of options	2
Dividend rate	0.00%
Annualized volatility	129.87%

During the year ended November 30, 2022, the Company had the following warrant transactions:

iv) 6,667 warrants previously outstanding were cancelled.

A continuity of the warrants outstanding as at November 30, 2023 and 2022 is as follows:

	Number	Weighted average exercise price
Balance, November 30, 2021	394,203	$ 6.30
Cancelled	(6,667)
Balance, November 30, 2022	387,536	$ 6.30
Expired	(3,333)	6.30
Expired	(384,203)	6.30
Issued	7,313,132	0.50
Balance, November 30, 2023	7,313,132	$ 0.50

A listing of warrants outstanding as at November 30, 2023 is as follows:

Grant Date	Expiry Date	Exercise Price	Number of Warrants	Remaining Life (years)
March 01, 2023	March 01, 2025	$ 0.50	7,313,132	1.25
		$ 0.50	7,313,132

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

e) Restricted Share Units

On May 01, 2023, the Company adopted a 10% rolling Restricted Share Units Plan (the "RSU Plan"). Under the RSU Plan, restricted shares units may be granted to directors, officers, employees, and consultants. The RSU plan permits the Company to either redeem RSU's for cash or issue common shares of the Company from treasury to satisfy all or any portion of a vested RSU award. The maximum number of common shares of the Company which are issuable upon the redemption of all RSU's is 10% of the issued and outstanding common shares of the Company on the date of issuance in accordance with the policies of the Canadian Securities Exchange.

The Company granted 25,000 restricted stock units on October 30, 2023, and no restricted stock units were vested as of November 30, 2023.

	October 30, 2023
Share price on grant date	$ 0.41
Number of RSUs Granted	25,000
Date fully vested	October 30, 2024
Fair value upon vesting	$ 10,250
Amount vested at year-end	$ 854

9. RELATED PARTY BALANCES AND TRANSACTIONS

The Company has incurred the following key management personnel cost from related parties:

	Year ended November 30, 2023	Year ended November 30, 2022
	$	$
Management fees	196,619	241,549
Share-based payments	231,941	18,596
Total	428,560	260,145

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Chief Operating Officer ("COO")

As at November 30, 2023, included in the accounts payable of the Company was an amount of $7,350 (2022 - $7,350) due to a Company controlled by the CFO of the Company, and $5,250 (2022 - $27,250) due to a Company controlled by the CEO of the Company. The amounts are unsecured, non-interest bearing, due on demand and included in accounts payable and accrued liabilities.

During the year ended November 30, 2023, the Company entered into an option agreement to acquire the Wray Mesa property from Basin Uranium Corp, an entity related to the Company by virtue of a common officer, being the CFO of the Company and Basin Uranium Corp. Refer to Note 6 for further information.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

10. MANAGEMENT OF CAPITAL

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair Value of Financial Instruments

The Company's financial assets include cash and investments and they are is classified as Level 1 and Level 2, respectively.

Assets measured at fair value on a recurring basis were presented on the Company's consolidated statements of financial position as at November 30, 2023 are as follows:

Fair Value Measurements Using
	Quoted Prices in Active Markets For Identical Instruments (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Cash	1,241,952	–	–	1,241,952
Investments	–	50,000	–	50,000

Fair value

The fair value of the Company's financial instruments approximates their carrying value as at November 30, 2023 because of the demand nature or short-term maturity of these instruments.

Financial risk management objectives and policies

26 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

(i) Currency risk

The Company's expenses are denominated in Canadian dollars. The Company's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

(ii) Interest rate risk

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

(iv) Liquidity risk

12. INCOME TAXES

The Company has losses carried forward of approximately $6,174,000 (2022 - $4,875,000) available to reduce income taxes in future years, which begins expiring in 2037.

The Company has not recognized any deferred income tax assets. The Company recognizes deferred income tax assets based on the extent to which it is probably that sufficient taxable income will be realized during the carry forward years to utilize all deferred tax assets.

27 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

12. INCOME TAXES (continued)

The following table reconciles the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

	Year ended November 30, 2023	Year ended November 30, 2022
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	$ (411,000)	$ (253,000)
Effect of income taxes of:
Permanent differences and other	69,000	(44,000)
Changes in deferred tax assets not recognized	342,000	297,000
	–	–

The temporary differences that give rise to significant portions of the deferred tax assets not recognized are presented below:

	Year ended November 30, 2022	Year ended November 30, 2022
	$	$
Non-capital loss carry forwards	1,667,000	1,316,000
Mineral properties	16,000	–
Shares issuance cost	37,000	62,000
Deferred tax assets not recognized	(1,720,000)	(1,378,000)
	–	–

13. NON-CONTROLLING INTEREST

	November 30, 2023	November 30, 2022
	$	$
Non-controlling interest in subsidiary – Independence Mining LLC	–	–
Assets and liabilities of subsidiary
Current assets	–	–
Non-current assets	664,398	317,641
Current liabilities	–	–
Non-current liabilities	(664,398)	(317,641)
Net assets	–	–
Non-controlling interest (49%)	–	–
Loss for the period	–	–
Non-controlling interest share (49%)	–	–

28 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2023 and NOVEMBER 30, 2022
(Expressed in Canadian dollars)

14. SUBSEQUENT EVENTS

The Company cancelled 53,334 incentive stock options (the “Options”) issued pursuant to its prior option plan. The cancelled Options had an exercise price of $7.80 and expiry date of October 14, 2025.
The Company engaged Resultz Ventures Inc. (“Resultz”) to provide capital markets advisory services to the Company, effective December 1, 2023 for a term of one year. As compensation for these services, the Company has agreed to grant Resultz a total of 200,000 restricted share units (“RSUs”).
The Company agreed to grant to Mr. Christopher Hill 650,000 RSUs for corporate development services provided by Mr. Hill pursuant to a corporate development agreement (the “Hill Agreement”) dated February 1, 2023 between Mr. Hill and the Company. The Hill Agreement continues on a month-to-month basis until otherwise terminated.
The Company issued 2,744,632 common shares pursuant to the exercise of 170,000 stock options and 2,574,632 warrants exercised for proceeds of $79,050 and $1,287,316 respectively.
On March 19, 2024, the Company entered into an option agreement with CanAlaska Uranium Ltd. Pursuant to this agreement, the Company has the right to acquire up to a 75% interest in the Cree East uranium project located in Saskatchewan, Canada for aggregate consideration of $2,000,000 in cash, issuance of common shares equivalent to $10,000,000 and incurring exploration expenditures totaling $19,000,000. The Company has also agreed to issue 1,500,000 common shares to certain finders.
The Company engaged MIC Market Information & Content Publishing GmbH (“MIC”) for provision of marketing and advertising services in exchange for total consideration paid of EUR 500,000.
The Company engaged Sideways Frequency LLC for provision of marketing and advertising services in exchange for total consideration paid of USD 300,000.
29 -

NEXUS URANIUM CORP.
Management Discussion and Analysis
For the year ended November 30, 2023

The Management Discussion and Analysis (“MD&A”), prepared March 21, 2024, should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended November 30, 2023 of Nexus Uranium Corp. which were prepared in accordance with International Financial Reporting Standards.

DESCRIPTION OF BUSINESS

Nexus Uranium Corp (Formerly, Golden Independence Mining Corp & 66 Resources Corp.) (“the Company”) was incorporated on May 31, 2017 under the laws of British Columbia. The address of the Company’s corporate office and its principal place of business is 503-905 Pender Street W, Vancouver, British Columbia, Canada.

On September 8, 2020, the Company’s name was changed from 66 Resources Inc. to Golden Independence Mining Corp. and the Company began trading under the stock symbol “IGLD”. The Company’s CUSIP number for the common shares was also updated on September 8, 2020 to 381083104.

On November 10, 2023, the Company’s name was changed from Golden Independence Mining Corp. to Nexus Uranium Corp. and the Company began trading under the stock symbol “NEXU”.

The Company’s principal business activities include the acquisition and exploration of mineral property assets. As at November 30, 2023, the Company had not yet determined whether the Company’s mineral property asset contains ore reserves that are economically recoverable. The recoverability of amount shown for exploration and evaluation asset is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.

EXPLORATION PROJECTS

Independence Property

The Independence property ("Independence") is an advanced-stage gold property, consisting of 14 unpatented lode claims along with mill-site mining claims totaling 960 acres, lying in the Battle Mountain-Cortez Trend, Nevada, adjoining the Nevada Gold Mines' Phoenix mine approximately 800 metres to the southwest, which is currently operated under joint-venture between Newmont Mining and Barrick Gold Corporation. Nevada Gold Mines is the largest gold producer in the state of Nevada and is expected to produce 3 million ounces of gold in 2021 at industry leading cash costs.

The Independence property has recorded over $25 million in past exploration expenditures, including over 200 historic drill holes, metallurgical test work, and site development. The Independence property is fully permitted for the drilling of over 160 holes from 80 drill sites for resource expansion and development drilling. Independence hosts a current resource as follows:

Independence Near Surface Mineralization
Measured Resources
Cutoff (gr. Au/tonne)	Tonnes	Grade (g/t)			Ounces Gold	Ounces Silver	Ounces Gold Eq.
		Gold	Silver	Gold Eq.
0.2	7,519,000	0.50	9.80	0.64	119,900	2,369,600	153,800
Indicated Resources
Cutoff (gr. Au/tonne)	Tonnes	Grade (g/t)			Ounces Gold	Ounces Silver	Ounces Gold Eq.
		Gold	Silver	Gold Eq.
0.2	32,133,000	0.40	5.59	0.48	417,400	5,775,700	499,000
Measured & Indicated Resources
Cutoff (gr. Au/tonne)	Tonnes	Grade (g/t)			Ounces Gold	Ounces Silver	Ounces Gold Eq.
		Gold	Silver	Gold Eq.
0.2	39,652,000	0.42	6.39	0.51	537,300	8,145,300	652,800
Inferred Resources
Cutoff (gr. Au/tonne)	Tonnes	Grade (g/t)			Ounces Gold	Ounces Silver	Ounces Gold Eq.
		Gold	Silver	Gold Eq.
0.2	14,449,000	0.32	2.62	0.36	147,300	1,219,100	164,900
Independence Underground Mineralization
---	---	---	---	---	---	---	---
Inferred Resources
Cutoff (gr. Au/tonne)	Tonnes	Grade (g/t)			Ounces Gold	Ounces Silver	Ounces Gold Eq.
		Gold	Silver	Gold Eq.
TBD	3,794,000	6.53	0.000	6.53	796,200	0	796,200

Notes to Mineral Resource Estimate:

Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, changes in global gold markets or other relevant issues. The CIM definitions (2014) were followed for classification of Mineral Resources. The quantity and grade of reported inferred Mineral Resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred Mineral Resources as an indicated Mineral Resource. It is probable that further exploration drilling will result in upgrading them to an indicated or measured Mineral Resource category.
The Mineral Resource Estimate incorporates over 125,000 feet of reverse circulation and core drilling in 234 holes, and outlines both a near surface and an underground resource. The near surface mineralization is primarily based on the reverse circulation drilling, while the underground mineralization is based entirely on core drilling.
The resource was prepared by James Ashton, P.E., an independent QP, with an effective date of May 17, 2021.
The mineral resources are unconstrained and presented at an undiluted 0.20 g/t gold cut-off grade which represents mineralization that is potentially available for open-pit mining and heap-leach processing. There are sulfides present at depth in the near surface mineralization. The Company is undertaking metallurgical studies to define the redox boundary.
Underground mineralization resources were quantified based on deep tabular solids representing potentially underground mineable lenses.
Gold equivalent values are based on a silver to gold ratio of 70:1

There are two targets at the Independence property. The first is the outcropping and shallow (oxide) chert and highly silicified calcareous siltstone hosted mineralization, a high-level epithermal system believed to have formed as a leakage halo above the deeper gold skarn (sulfide) mineralization. The historic resource includes significant higher grade structure and fracture controlled mineralization. The gold silver mineralization lies along the Wilson Independence Fault Zone, a series of subparallel N50W striking sub-vertical westerly dipping faults and shear zones. The predominant metal-bearing minerals are oxidation products of the original sulfide minerals: goethite, hematite, cerargerite, argentiferous plumbojarosite, scorodite, along with very fine grained native gold and rare native silver. Oxidation in the shallow deposits is pervasive and ubiquitous to depths of 400 feet (122 metres) below the surface. A mixed sulfide - oxide zone extends for roughly 100 feet (30 metres) below this and may extend to more than 1000 feet (300 metres) along certain structures and fractures. The main portion of the shallow mineralized body is roughly 3,800 feet (1,160 metres) long.

The deeper (sulfide) precious metal mineralization is a classic gold skarn, similar to the original Fortitude skarn (2.5 million ounces of gold at 0.25 opt) mined in the adjacent pit by Battle Mountain Gold. The gold was deposited as microscopic grains of free gold on micro fractures and on crystal faces generated through brittle deformation of the Battle Mountain, Edna Mountain and Antler Peak formations. The deeper mineralization, occurring as sub-horizontal "blankets" 5 to 25 feet (0.5 to 7.6 metres) thick and locally modified by post-mineral faulting, has been encountered in drill holes over an area more than 1,400 feet wide and 3,400 feet long (425 by 1,036 metres) and is open in all directions. The Company cautions investors the presence of gold mineralization at Fortitude is not necessarily indicative of similar mineralization at Independence.

Independence Exploration Completed During the Year ended November 30, 2023

On August 9, 2023, the company announced the completion of the preliminary earthworks in preparation for an upcoming drill program at Independence. The earthworks contractor has completed road cuts and drill pad site preparation for future exploration drilling on the project. In addition, geologic staff have completed preliminary sampling at the newly exposed areas including sampling, mapping and prospecting of the Rebel zone. The samples have been delivered to ALS USA Inc. in Reno, Nev., for analysis. The company will look to finalize plans for drilling on receipt and interpretation of all results and remains fully permitted for an exploration drill program at the Rebel zone.

In addition, the company currently has two applications for water rights with the State of Nevada Division of Water Resources to support mining and production activities for the Independence project. The application process consists of 1) filing an application with supporting documents and

payment of fees; 2) a "map table" review; 3) sent for publication; 4) protest period; 5) ready for action (or RFA); 6) a hearing, if required; and 7) determination of action (approved with or without conditions or denied). Both of the company's permits are currently at the ready for action stage and are pending approval. The company remains optimistic about a favourable outcome as water rights were previously granted for this 480-acre parcel of land (referred to as Section 17 as first announced on Nov. 19, 2020) in 2013 by the State engineer of Nevada.

2020 Phase I and Phase II Nexus Reverse Circulation Drilling Program, Quality assurance

All samples were shipped to the ALS Minerals prep lab in Elko, Nev., with analyses completed at the ALS Minerals Lab in Reno, Nev. Both facilities are ISO 9001:2015 and ISO/IEC 17025:2017 certified. All samples are analyzed utilizing ALS ME-ICP41 procedure, an aqua regia digestion with ICP-AES finish, with gold determined by the Au-AA23 procedure, a 30-gram fire assay with AAS finish. Over limit gold values are determined by the Au-GRA21 procedure, a 30 gram fire assay with a gravimetric finish. ALS Minerals is independent from Nexus Uranium. Nexus Uranium institutes a rigorous quality assurance/quality control program of duplicate samples, blanks and standards. Based on a review of the QA/QC data is not aware of any other factors that could materially affect the accuracy or reliability of the data referred to herein.

Independence Property Option Agreement

In accordance with the terms of the Option Agreement, the Company will be obligated to meet the following in accordance with the time periods set forth in the Option Agreement, in order to earn a 51% interest in the Project ("Initial Earn-In Option"):

Within 30 days of execution of the Option Agreement, issue 33,333 common shares to Americas Gold Exploration, Inc. (ISSUED);

a) Within 30 days of execution of the Option Agreement pay US$50,000 to AGEI (PAID);
b) Make cash payments totaling US$4,300.00 to the Owner as per the following schedule:

i) Cash payment of US$75,000 to the Owner on or before August 31, 2020 (PAID);
ii) Cash payment of US$75,000 to the Owner on or before December 15, 2020 (PAID);
iii) Cash payment of US$75,000 to the Owner on or before June 1, 2021 (contract amended);
iv) Cash payment of US$75,000 to the Owner on or before December 15, 2021 (contract amended);
v) Cash payment of US$4,000,000 to the Owner on or before December 31, 2021 (contract amended)

c) Incur expenditures of not less than US$3,000,000 as per the following schedule:

ii) Expenditures in the amount of at least an additional US$1,750,000 on or before December 31, 2021 (incurred).

In accordance with the terms of the Option Agreement, upon exercising the Initial Earn-In Option, a joint venture (the "Joint Venture") will be formed. A Joint Venture Agreement will be negotiated and entered into by the Company and AGEI as soon as practicable thereafter, and in any event within thirty days of the exercise of the Initial Earn-In Option.

Upon formation of the Joint Venture, the Company will hold a 51% interest and AGEI will hold a 49% interest. For one year from the effective date of the Joint Venture Agreement, the Company will be entitled to provide AGEI with notice that it is exercising the option to acquire an additional 24% interest in the Property (the "Bump Up Option"). If AGEI does not reject the option or the Bump Up Option, the Company shall be entitled, for a period of four years from the date of the Bump-Up Option Notice of Intent, to acquire up to an additional 24% in the Joint Venture through the funding of up to US$10,000,000 in expenditures provided, for each US$1,000,000 of expenditures incurred by the Company during the Bump Up Option term, the Company shall be entitled to an additional 2.4% interest in the Joint Venture.

On January 25, 2021, the Company announced it had amended the terms of its option to acquire up to a 75% interest in the Property. Pursuant to the amending agreement, the original requirement to make a US$4,000,000 cash payment on or before December 31, 2021 was revised to require a cash payment of US$1,700,000 and the issuance of 326,667 common shares of the Company to the Owner on or before January 29, 2021. Upon final payment being made, AGEI will have earned its entitlement to the Property subject to a 2% NSR under the underlying option agreement.

In connection with the amending agreement, the Company also agreed to pay a consulting fee of US$50,000 in cash and issued 8,167 common shares.

On January 27, 2021, the Company issued 334,833 common shares of the Company and paid a total of US$1,750,000 pursuant to the amending agreement.

Key terms of the Joint Venture include:

(i) The Company has an initial 51% interest in the Independence project while AGEI holds an initial 49% interest.

(ii) The Company is the operator and is entitled to a 10% operator fee until a production decision is made on the Independence Property.
(iii) Both the Company and AGEI must contribute to funding further development at the Independence project on a pro-rata basis or have their interest diluted as per the standard formula outlined by the Rocky Mountain Mineral Law Foundation.
(iv) Should either party of the Joint Venture be diluted to a 15% interest that interest will be converted into a 2% NSR on the Independence Property of which half (ie. 1%) can be repurchased for US$4,000,000.

Fraser Lake Property

The Company acquired by staking the Fraser Lake copper project in March, 2022. The project consists of three distinct claim groups totaling approximately 9,900 hectares, lying 40 to 55 kilometres northwest of Fraser Lake, proximal to the Quesnel Trough.

On March 30, 2023 Nexus Uranium announced the signing of an option agreement for the Fraser Lake copper property. Pursuant to the terms of the option agreement, Valleyview Resources Ltd., a private British Columbia company, has the right to acquire a 100% interest, subject to a 2% net smelter return (NSR) royalty, in the three claim blocks comprising the 9,900-hectare project, by making stage payments of three million shares and exploration expenditures of $300,000. The Company understands that Valleyview intends to complete an initial public offering and concurrent stock exchange listing.

Under the terms of the option agreement, Valleyview can earn an initial 51% interest through the issuance of 1.0 million shares and incurring $100,000 in exploration expenditures within the first 12 months, and an additional 49% interest through the issuance of 2.0 million shares and incurring $200,000 in exploration expenditures within 18 months of acquiring the initial 51% ownership. Nexus Uranium will retain a 2% NSR royalty, of which 1% can be repurchased for $2.0-million in cash. Following the acquisition of the initial 51%, if Valleyview elects to not acquire the remaining 49%, both companies shall form a standard joint venture based on pro rata ownership.

Fraser Lake Exploration Completed During the Year ended November 30, 2023

Joint venture partner Valleyview Resources Ltd. completed the exploration expenditures portion of the agreement in June 2023. They completed a grid soil sampling program over three distinct areas in the claim block, collecting 666 samples. The soil sampling program was designed to test the targets identified by Mr. Warren Robb in his technical report dated October 15, 2022. The assay results were outstanding as of November 30, 2023.

Fraser Lake Exploration Completed Subsequent to the Year ended November 30, 2023

A Technical Report prepared on behalf of Valleyview Resources Ltd. and documenting the May-June 2023 exploration program was completed subsequent to quarter end. In addition, on September 8,

2023, the company received 1.0 million common shares of Valleyview Resources Ltd., a private British Columbia company, as the final milestone towards the initial earn in of 51% of the Fraser Lake claim located proximal to the Quesnel Trough of Central British Columbia. Under the terms of the option agreement, which was entered into on March 30, 2023, Valleyview has earned a 51% stake through the issuance of the 1.0 million shares and incurring over $100,000 in exploration expenditures within the first 12 months of the option agreement.

Napolean Property

Napolean Exploration Completed During the Year ended November 30, 2023

On July 13, 2023, Nexus Uranium announced the completion of a phase one exploration program at the Napoleon. A rock sampling and prospecting program was undertaken by Tripoint Geological Services during June. A total of 13 rock samples were collected and submitted to ALS Global for analysis. In the southern portion of the Napoleon claims, the prospecting program at Napoleon located similar intrusive to those hosting the Bonaparte deposit, along with vuggy quartz veins hosted in Nicola Group rocks in the north, which represents a second potential host of mineralization.

In the southern portion of the claims closest to the Bonaparte mine, prevalent subcrop of quartz diorite occurs hosting up to 5% disseminated pyrite and pyrrhotite which appears genetically similar to that observed at the Bonaparte mine. Vuggy quartz veins hosted in Nicola Group rocks located in the northern portion of the claim block represents a second potential host of mineralization. The Company is reviewing the results and conducting QA/QC and expects to release the results in due course.

The technical content of this Management Discussion and Analysis has been reviewed and approved by R. Tim Henneberry, P.Geo. (BC) a Director of Nexus Uranium and a Qualified Person under National Instrument 43-101.

Wray Mesa Property

First Option: To earn a 51% interest in the Wray Mesa Property, the Company must:

Issue 300,000 common shares and make a cash payment of $50,000 within five days of approval of the Canadian Securities Exchange (the "CSE Approval"); (Paid)
Incur US$250,000 in exploration expenditures by the first anniversary of the CSE Approval;
Pay $100,000 in cash and issue $250,000 equivalent of common shares by the second anniversary of the CSE Approval; and
Incur an additional US$500,000 in exploration expenditures by the second anniversary of the CSE Approval.

Second Option: Upon fulfilling the First Option, the Company may acquire an additional 20% interest (for a total of 71%) by:

Paying $75,000 in cash and issuing $250,000 equivalent of common shares by the third anniversary of the CSE Approval; and
Incurring an additional US$1,000,000 in exploration expenditures by the third anniversary of the CSE Approval.

Third Option: Upon fulfilling the Second option, the Company may acquire a further 19% interest (for a total of 90%) by:

Paying $75,000 in cash and issuing $250,000 equivalent of common shares by the fourth anniversary of the CSE Approval; and
Incurring an additional US$1,000,000 in exploration expenditures by the fourth anniversary of the CSE Approval.

Yukon Claims

On April 25, 2023, the Company announced that it had acquired a portfolio of quartz mining claims located in eastern Yukon which were previously held by Bearing Lithium Corp. The Yukon claims are comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt. This belt of favourable stratigraphy, comprised of Upper Proterozoic to Lower Cambrian Hyland Group, is host to several high-grade, sediment-hosted orogenic gold vein occurrences. The acquisition of these claims took place for no material consideration. The Company is currently aggregating all the historical exploration data from these projects in order to determine the best next best steps forward for the projects.

A summary of the Company’s acquisition and exploration expenditures for the year ended November 30, 2023 is presented below:

	Acquisition Costs	Exploration Costs	Total
	$	$	$
Balance, November 30, 2021	5,650,130	3,772,606	9,422,736
Acquisition and exploration costs	17,302	327,999	345,301
Balance, November 30, 2022	5,667,432	4,100,605	9,768,037
Acquisition and exploration costs	3,807,968	308,278	4,116,246
Balance, November 30, 2023	9,475,400	4,408,883	13,884,283

SELECTED ANNUAL INFORMATION
($000’s except loss per share)

	November 30, 2023	November 30, 2022	November 30, 2021	November 30, 2020
	$	$	$	$
Revenue	–	–	–	–
Net Loss	(1,522)	(937)	(2,565)	(1,963)
Basic and Diluted Loss per Share	(0.11)	(0.22)	(0.05)	(0.11)
Total Assets	15,225	10,480	11,063	4,911
Long-Term Debt	–	–	–	–
Dividends	–	–	–	–

OPERATIONS

Twelve-month period ended November 30, 2023

During the year ended November 30, 2023 the Company reported a net comprehensive loss of $1,522,611 (2022 - $936,690). Included in the determination of operating loss was:

Advertising and promotion – The Company engaged multiple marketing firms during the fiscal year ended November 30, 2023 in order to increase investor awareness around the work being done at the

Company's Independence property in Nevada. Total advertising and promotional expense for fiscal 2023 was $669,053 (2022 - $191,815) which was in line with the Company's budget for the year.

Rent – Rent decreased during fiscal 2023 to $20,952 (2022 - $24,762). The Company's Corporate Head Office remains at 503-905 Pender St. W in Vancouver, BC.

Professional fees – The Company incurred professional fees of $188,725 (2022 - $97,013) for the year ended November 30, 2023. The increase in fees over the prior year related to increased operations within the Company including: Financing efforts; Negotiations of property purchases, and an increase in general corporate maintenance.

Management fees – Management fees for 2023 totaled $196,619 (2022 - $241,549). In the final quarter of fiscal 2023, the Company reached consulting agreements with key management to oversee the expansion of the business into Utah.

Transfer agent and filing fees – The total expenditure relating to transfer agent and filing fees for 2023 was $75,910 (2022 - $49,443). Additional news flow along with associated costs to maintain listings on multiple exchanges led to the increase in 2023 over the prior year.

Travel and entertainment – Total travel and entertainment expense for the year ended November 30, 2023 was $Nil (2022 - $14,149). As remote work has increased since the COVID-19 pandemic, the Company has conducted less on-site visits in 2023.

Stock based compensation – Total stock based compensation in 2023 was $280,289 (2022 - $18,596). Share based compensation represents the estimated fair value of various equity which was granted, either as options to management and contractors, or as broker warrants on financial raises. The majority of the stock based payment recorded in 2023 relates to options which were issued during the 2023 financial year which vested in the current fiscal year.

SUMMARY OF QUARTERLY RESULTS

($000's except earnings per share)

	November 30, 2023 $	August 31, 2023 $	May 31, 2023 $	February 28, 2023 $
Revenue	–	–	–	–
Net loss	(167)	(153)	(1,129)	(102)
Basic and diluted Loss per share	(0.01)	(0.01)	(0.08)	(0.02)
	November 30, 2022 $	August 31, 2022 $	May 31, 2022 $	February 28, 2022 $
Revenue	–	–	–	–
Net loss	(381)	(68)	(284)	(203)
Basic and diluted Loss per share	(0.09)	(0.00)	(0.07)	(0.00)

Three-month period ended November 30, 2023

During the three-month period ended November 30, 2023, the Company reported a net loss of $166,691 (2022 - $381,588). A summary of material expenditures included in the determination of operating loss was as follows:

Advertising and promotion – The Company incurred advertising and promotional recovery of $15,000 (2022 - $Nil). The Company decreased the marketing expenditure materially over the prior year as there was a heavy focus on marketing the Independence project when it was acquired in late 2020. The amount recovered represents a refund of advertising initially budgeted.

Management fees – Management fees for the three-month period ended November 30, 2023 totaled $41,000 (2022 - $51,000). Management fees include fees paid to the Company's CEO, CFO and former COO. The management fees paid in the quarter decreased compared to the prior year due to the retirement of the Company's COO in late fiscal 2023.

Professional fees – The Company incurred professional fees of $59,832 (2022 - $22,041) for the quarter ended November 30, 2023. The current quarter's expenses represent general legal maintenance costs.

Consulting fees – The Company incurred consulting fees of $15,000 (2022 - $15,000) during the fourth quarter of 2023.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents at November 30, 2023 were $1,241,952 compared to $673,366 at November 30, 2022. The Company had working capital of $1,245,517 as at November 30, 2023.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The Company has incurred the following key management personnel cost from related parties:

	Year ended November 30, 2023	Year ended November 30, 2022
	$	$
Management fees	196,619	241,549
Share-based payments	231,941	18,596
Total	428,560	260,145

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”)

COMMITMENTS

There were no material commitments.

SUBSEQUENT EVENTS

The Company cancelled 53,334 incentive stock options (the "Options") issued pursuant to its prior option plan. The cancelled Options had an exercise price of $7.80 and expiry date of October 14, 2025.

The Company engaged Resultz Ventures Inc. ("Resultz") to provide capital markets advisory services to the Company, effective December 1, 2023 for a term of one year. As compensation for these services, the Company has agreed to grant Resultz a total of 200,000 restricted share units ("RSUs").

The Company agreed to grant to Mr. Christopher Hill 650,000 RSUs for corporate development services provided by Mr. Hill pursuant to a corporate development agreement (the "Hill Agreement") dated February 1, 2023 between Mr. Hill and the Company. The Hill Agreement continues on a month-to-month basis until otherwise terminated.

The Company issued 2,744,632 common shares pursuant to the exercise of 170,000 stock options and 2,574,632 warrants exercised for proceeds of $79,050 and $1,287,316 respectively.

On March 19, 2024, the Company entered into an option agreement with CanAlaska Uranium Ltd. Pursuant to this agreement, the Company has the right to acquire up to a 75% interest in the Cree East uranium project located in Saskatchewan, Canada for aggregate consideration of $2,000,000 in cash, issuance of common shares equivalent to $10,000,000 and incurring exploration expenditures totaling $19,000,000. The Company has also agreed to issue 1,500,000 common shares to certain finders.

The Company engaged MIC Market Information & Content Publishing GmbH ("MIC") for provision of marketing and advertising services in exchange for total consideration paid of EUR 500,000.

The Company engaged Sideways Frequency LLC for provision of marketing and advertising services in exchange for total consideration paid of USD 300,000.

ADOPTION OF NEW ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Significant accounting estimates

i. the measurement of deferred income tax assets and liabilities; and
ii. the inputs used in accounting for share-based payments.

Significant accounting judgements

SHARE CAPITAL

Issued

The company had 18,494,748 shares issued and outstanding as at November 30, 2023 and 21,539,378 shares issued and outstanding as at March, 21, 2024

For the period ended November 30, 2023, the Company had the following share capital transactions:

On March 1, 2023, the Company completed a non-brokered private placement consisting of 7,076,354 units at a price of $0.31 per unit for total gross proceeds of $2,193,670. Each unit consists of one common share and one whole common share purchase warrant. Each warrant is exercisable for one additional common share at an exercise price of $0.50 for a period of two years. In connection with the private placement, the Company paid an aggregate of $68,542 in finders’ fees and other issuance costs and issued 236,778 finders’ warrants. The finders’ warrants have the same term as the share purchase warrants.

On March 23, 2023, the Company entered into an agreement to acquire the Napoleon Property located in Kamloops, British Columbia, pursuant to a three-cornered amalgamation with 1396791 B.C. Ltd., 1406126 B.C. Ltd. and the Company. As consideration, 7,000,000 common shares of the Company with a fair value of $3,640,000 were issued to shareholders of 1396791 B.C. Ltd.

On October 16, 2023, the Company entered into an option agreement to acquire the Wray Mesa Uranium property located in San Juan County, Utah. The Property is being acquired pursuant to an option agreement. As consideration, the Company issued 300,000 common shares on October 24, 2023 with a fair value of $111,000.

For the year ended November 30, 2022, the Company had the following share capital transactions:

The Company settled a litigation commenced in April 2021. Pursuant to the terms of the settlement, the Company has paid US$60,000 and issue 238,000 common shares of the Company to Independence Gold-Silver Mines, Inc. As a result of the settlement, the parties have released all claims against each other and have agreed to file to dismiss the claims pending in the Court of the State of Nevada.

On November 1, 2022, the Company completed a consolidation of its issued and outstanding common shares on the bases of fifteen (15) pre-consolidation common shares, options and warrants to one (1) post consolidation common share, option, and warrant (the “Share Consolidation”). The Share Consolidation has been presented throughout the financial statements retroactively and all equity related figures are presented on a post-consolidation basis.

Share Purchase Options

As at November 30, 2023, there were 1,032,334 stock options outstanding and 775,667 stock options outstanding as at March, 21, 2024

For the period ended November 30, 2023, the Company had the following share capital transactions:

On March 24, 2023, the company granted an aggregate of 830,000 options to purchase up to a total of 830,000 common shares (the "Option Shares") in the capital of the Company, at an exercise price of $0.465 per Option Share, for a period of five years from the date of grant, in accordance with the company's stock option plan. The options will vest at 25% every three months from the grant date and will be fully vested by December 24, 2023. The share-based payments expense recognized for these options granted in the current year was $278,591.

On October 30 2023 the company granted 100,000 options to purchase up to a total of 100,000 common shares (the "Option Shares") in the capital of the Company, at an exercise price of $0.38 per Option Share, for a period of five years from the date of grant, in accordance with the Plan. The options will vest at 25% every three months from the grant date and will be fully vested by October 30, 2024. The share-based payments expense recognized for these options granted in the current year was $844.

During the year ended November 30, 2023, 23,333 options previously outstanding expired or were surrendered, resulting in a reduction of the contributed surplus account of $106,550. These options were removed from the Company's stock option registry.

For the year ended November 30, 2022, the Company had the following share capital transactions:

During the year ended November 30, 2022, 80,000 options previously outstanding expired or were forfeited resulting in a reduction of the contributed surplus account of $587,191. These options were removed from the Company's stock option registry.

On April 18, 2022, the Company granted 15,667 stock options to certain directors of the Company at an exercise price of $1.50 for a period of five years. These options vest immediately upon issuance. The fair value of these options was calculated to be $18,596 and was recognized as share-based payments on the Company's Consolidated Statements of Comprehensive Loss during the year ended November 30, 2022.

Warrants

As at November 30, 2023, there were 7,313,132 warrants outstanding and 4,738,999 warrants outstanding as at March, 21, 2024

For the period ended November 30, 2023 the Company had the following share capital transactions:

3,333 warrants previously outstanding expired on December 9, 2022.

384,203 warrants previously outstanding expired on April 9, 2023.

On March 01, 2023, the Company issued 236,778 Finders Warrants at an exercise price of $0.50. The fair market value of these warrants, determined to be $67,915, was calculated based on the Black Scholes method.

During the year ended November 30, 2022, the Company had the following share capital transactions:

6,667 warrants previously outstanding were cancelled. These warrants were removed from the Company’s warrant registry.

FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

Assets measured at fair value on a recurring basis were presented on the Company’s Statement of Financial Position as at November 30, 2023 are as follows:

Fair Value Measurements Using
	Quoted Prices in Active Markets For Identical Instruments (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Cash	1,241,952	–	–	1,241,952

Fair value

The fair value of the Company’s financial instruments approximates their carrying value as at November 30, 2023 because of the demand nature or short-term maturity of these instruments.

Financial risk management objectives and policies

(i) Currency risk

The Company’s expenses are denominated in Canadian dollars. The Company’s corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

(ii) Interest rate risk

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

(iv) Liquidity risk

Additional Risk Factors

Reliance on Key Personnel

critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company's business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the Independence Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling, permitting and mine development. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company's financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company's ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company's requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

Exploration and Development

degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

Environmental Risks

Volatility of the Market Price of the Company's Common Shares

The Company's common shares are listed on the Canada Securities Exchange ("CSE") under the symbol IGLD, on the Frankfurt Stock Exchange under the trading symbol 6NN and, on the OTCQB under the trading symbol GIDMF. The quotation of the Company's common shares on the CSE may result in a less

liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company's common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company's common shares include the following:

(a) The trading volume and general market interest in the Company's common shares could affect a shareholder's ability to trade significant numbers of common shares; and
(b) The size of the public float in the Company's common shares may limit the ability of some institutions to invest in the Company's securities.

Future Share Issuances May Affect the Market Price of the Common Shares

Economic and Financial Market Instability

(a) Increasing the Company's vulnerability to general adverse economic and industry conditions;
(b) Limiting the Company's ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;
(c) Limiting the Company's flexibility in planning for, or reacting to, changes in the Company's business and the industry; and

(d) Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company's debt levels above industry standards. The Company's articles do not limit the amount of indebtedness that the Company may incur. The level of the Company's indebtedness from time to time could impair the Company's ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company's ability to service its debt obligations will depend on the Company's future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Industry Competition and International Trade Restrictions

Governmental Regulation and Policy

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the Independence and Champ Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company's detriment. There can also be no assurance that the Company's rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

Legal and Litigation

Insurance

Conflicts of Interest

The Company's directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Impact of COVID-19

The Company's business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for gold and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company's control; however, it is possible that COVID-19 may have a material adverse effect on the Company's business, results of operations, and financial condition and the market price of the Shares.

FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

During the year ended November 30, 2023, there has been no significant change in the Company's internal control over financial reporting since last year.

The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Interim and Year End Filings on SEDAR at www.sedar.com.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A and the Company will be provide copies upon request.

J-1

APPENDIX J – NEXUS INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MAY 31, 2025, AND ASSOCIATED MANAGEMENT’S DISCUSSION AND ANALYSIS

NEXUS URANIUM CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025

AND MAY 31, 2024

(UNAUDITED)

(Expressed in Canadian Dollars)

Notice of No Auditor Review of Interim Financial Statements

Under National Instrument 51-102, Part 4 subsection 4.3 (3), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the unaudited condensed interim consolidated financial statements have not been reviewed by an auditor.

The accompanying condensed interim consolidated financial statement of Nexus Uranium Corp. have been prepared by and are the responsibility of management.

These condensed interim consolidated financial statements for the six months ended May 31, 2025 have not been reviewed or audited by the Company's independent auditors in accordance with standards established by the Chartered Professional Accountants of Canada.

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)

	May 31, 2025 (Unaudited)	November 30, 2024 (Audited)
	$	$
ASSETS
CURRENT
Cash	1,002,036	2,693,928
Investments (Note 5)	-	65,250
Amounts receivable	7,445	47,316
Prepaid expense	23,230	30,085
	1,032,711	2,836,579
EXPLORATION AND EVALUATION ASSETS (Note 6)	11,853,980	7,960,167
INVESTMENTS (Note 5)	-	65,250
	12,886,691	10,861,996

LIABILITIES

CURRENT

Accounts payable and accrued liabilities (Note 7) 40,223 94,407

40,223 94,407

SHAREHOLDERS' EQUITY

SHARE CAPITAL (Note 8)	30,739,715	28,258,366
CONTRIBUTED SURPLUS (Note 8)	2,372,018	1,878,134
DEFICIT	(20,265,265)	(19,368,911)
	12,846,468	10,767,589
	12,886,691	10,861,996

NATURE OF OPERATIONS AND GOING CONCERN (Note 1)

COMMITMENT (Note 13)

SUBSEQUENT EVENTS (Note 14)

Approved and authorized for issue on behalf of the Board on July 29, 2025.

"Jeremy Poirier" Director

"Warren Robb" Director

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited - Expressed in Canadian dollars)

	Three-months ended May 31, 2025	Three-months ended May 31, 2024	Six-months ended May 31, 2025	Six-months ended May 31, 2024
	$	$	$	$
EXPENSES
Advertising and promotion	900	721,643	7,275	1,778,068
Consulting fees	22,117	1,060,939	44,617	1,086,866
Insurance	3,125	3,125	6,250	6,250
Management fees (Note 7)	54,550	59,000	111,160	118,400
Office and miscellaneous	5,547	5,946	41,042	9,400
Professional fees	86,257	85,702	134,051	155,807
Rent	7,619	5,715	11,429	11,429
Share-based payments	211,701	(275,314)	493,947	355,982
Transfer agent and filing fees	17,796	13,029	36,070	26,949
NET OPERATING LOSS	(409,612)	(1,679,785)	(885,841)	(3,549,151)
OTHER ITEMS
Interest Income	1,062	-	7,991	-
Unrealized gain on marketable securities	-	70,000	-	70,000
Unrealized adjustment to fair market value (Note 5)	-	-	(85,500)	-
Gain on sale of marketable securities (Note 5)	-	-	54,010	-
Gain (loss) on foreign exchange	(2,014)	553	(2,014)	399
Option payments received (Note 6)	-	-	15,000	-
Write-off of exploration and evaluation assets	-	(8,072,184)	-	(8,072,184)
NET LOSS AND COMPREHENSIVE LOSS	$(410,564)	$(9,681,724)	$(896,354)	$(11,550,936)
LOSS PER SHARE (basis and diluted)	$(0.01)	$(0.42)	$(0.02)	$(0.57)
WEIGHTED AVERAGE NUMBER OF COMMON SHARE OUTSTANDING	42,963,902	23,399,352	41,281,699	20,246,996

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited - Expressed in Canadian dollars)

	Common Shares		Contributed Surplus	Deficit	Total
	Number of Shares	Amount
		$	$	$	$
Balance, November 30, 2023	18,794,746	20,578,484	1,335,221	(7,090,533)	14,823,172
Shares issued for cash, net of share issuance costs	5,287,114	2,411,119	123,589	–	2,534,708
Shares issued for property	5,133,392	2,528,631	–	–	2,528,631
Stock option issuance	–	–	563,094	–	563,094
Shares issued for exercise of options	170,000	155,131	(76,081)	–	79,050
Shares issued for exercise of warrants	2,574,632	1,351,588	(64,272)	–	1,287,316
RSU issuance	–	–	530,033	–	530,033
RSU exercise	245,000	149,050	(149,050)	–	–
RSU expiration	–	–	(384,400)	384,400	–
Shares issued for advisory services and finders fees	1,627,272	1,084,363	–	–	1,084,363
Net loss for the year	–	–	–	(12,662,788)	(12,662,778)
Balance, November 30, 2024	33,832,156	28,258,366	1,878,134	(19,368,911)	10,767,589
Shares issued for cash, net of share issuance costs	7,056,946	1,981,349	–	–	1,981,349
Shares issued for property	2,074,800	500,000	–	–	500,000
Stock option issuance	–	–	423,338	–	423,338
Warrants issued for finders fees	–	–	70,546	–	70,546
Net loss for the year	–	–	–	(896,354)	(896,354)
Balance, May 31, 2025	42,963,902	30,739,715	2,372,018	(20,265,265)	12,846,468

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited - Expressed in Canadian dollars)

	Three-months ended May 31, 2025	Three-months ended May 31, 2024	Six-months ended May 31, 2025	Six-months ended May 31, 2024
CASH PROVIDED BY (USED IN):	$	$	$	$
OPERATING ACTIVITIES
Net loss for the period	(410,564)	(9,681,724)	(896,354)	(11,550,936)
Items not involving cash:
Share-based payments	-	(275,314)	-	355,982
Write-off of exploration and evaluation assets	-	8,072,184	-	8,072,184
Unrealized gain on marketable securities	-	(70,000)	85,500	(70,000)
Gain on sale of marketable securities			(54,010)
Changes in operating assets and liabilities:
Amounts receivable	44,915	(8,672)	39,871	16,894
Accounts payable and accrued liabilities	10,211	(281,467)	(54,184)	(29,755)
Prepaid expenses	(1,522)	307,655	6,855	6,250
Cash used in operating activities	(356,960)	(1,937,338)	(872,322)	(3,199,381)
INVESTING ACTIVITIES
Mineral property acquisition and exploration costs	(1,412,581)	(1,716,751)	(3,893,813)	(1,747,685)
Cash used in investing activities	(1,412,581)	(1,716,751)	(3,893,813)	(1,747,685)
FINANCING ACTIVITIES
Issuance of shares and warrants, net of share issuance costs	711,702	3,852,596	3,074,243	5,018,654
Cash provided by financing activity	711,702	3,852,596	3,074,243	5,018,654
INCREASE (DECREASE) IN CASH DURING THE YEAR	(1,057,839)	198,507	(1,691,892)	71,588
CASH, BEGINNING OF PERIOD	2,059,875	1,115,033	2,693,928	1,241,952
CASH, END OF PERIOD	1,002,036	1,313,540	1,002,036	1,313,540
SUPPLEMENTAL DISCLOSURES
Interest paid	-	-	-	-
Income tax paid	-	-	-	-

The accompanying notes are an integral part of these consolidated financial statements.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

On November 10, 2023, the Company's name was changed from Golden Independence Mining Corp. to Nexus Uranium Corp. and the Company began trading under the stock symbol "NEXU".

The Company's principal business activities include the acquisition and exploration of mineral property assets. As at May 31, 2025, the Company had not yet determined whether the Company's mineral property asset contains ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time.

The Company had a deficit of $20,265,265 as at May 31, 2025, which has been funded by the issuance of equity. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. These conditions indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.

2. MATERIAL ACCOUNTING POLICIES

a) Statement of compliance

The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements were authorized for issue in accordance with a resolution from the Board of Directors on July 29, 2025.

b) Basis of presentation

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

MATERIAL ACCOUNTING POLICIES (continued)

c) Basis of consolidation

The consolidated financial statements include the accounts of the Company and its controlled entities as follows:

Entity	Country of Incorporation	Ownership	Functional Currency
Golden Independence Nevada Corp.	U.S.A.	100%	US Dollar
1406126 BC Ltd.	Canada	100%	Canadian Dollar

d) Financial instruments

Financial Assets

On initial recognition financial assets are classified as measured at:

i. Amortized cost;
ii. Fair value through other comprehensive income ("FVOCI"); and
iii. Fair value through profit and loss ("FVTPL").

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

Subsequent measurement of financial assets depends on their classification:

i. Amortized cost

The Company does not have any assets classified at amortized cost.

ii. FVOCI

The Company does not have any assets classified at FVOCI.

iii. FVTPL

The Company's cash is classified at FVTPL.

Financial Liabilities and Equity

Financial liabilities are classified as measured at (i) FVTPL; or (ii) amortized cost.

The Company does not classify any financial liabilities at FVTPL.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

MATERIAL ACCOUNTING POLICIES (continued)

f) Exploration and evaluation assets

g) Impairment of non-financial assets

10 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

h) Reclamation provisions

i) Share-based payments

j) Cash and cash equivalents

Cash and cash equivalents include cash on hand readily convertible into a known amount of cash and can be redeemed at any time without penalties, and amounts held in trust.

k) Share capital

11 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

1) Income taxes

m) Loss per share

n) Foreign currency

o) Change in accounting standards

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

12 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

Significant accounting estimates

i. the measurement of deferred income tax assets and liabilities;
ii. fair value of marketable securities; and
iii. the inputs used in accounting for share-based payments.

Significant accounting judgements

4. ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

5. MARKETABLE SECURITIES

As of May 31, 2025 the company held no marketable securities, having fully disposed of its investment during the period.

Valleyview Resources Ltd. (TSXV: VVR)	May 31, 2025	November 30, 2024
Number of Shares	-	900,000
Fair value	-	$130,500

During the year ended November 30, 2023, the Company received 1,000,000 shares of Valleyview Resources Ltd. pursuant to their option agreement for the Fraser Lake project.

During the quarter ended February 28, 2025, the company sold its remaining 900,000 shares of Valleyview Resources Ltd. For net cash proceeds of $99,010. This transaction marked the full divestiture of the Company's investment in Valleyview Resources Ltd.

13 -

NEXUS URANIUM CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024

(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET

For the six-month period ended May 31, 2025, the Company incurred the following acquisition and exploration expenditures:

	Independence Property	Stobart Property	Fraser Lake Property	Cree East Property	Napoleon Property	Wray Mesa Property	Total
	$	$	$	$	$	$	$
Acquisition Costs:
Balance, November 30, 2023	5,674,400	-	-	-	3,640,000	161,000	9,475,400
Cash	-	-	-	500,000	-	-	500,000
Shares	-	-	-	3,578,631	-	-	3,578,631
Less:
Disposition	(5,674,400)	-	-	-	-	-	(5,674,400)
Impairment	-	-	-	-	-	(161,000)	(161,000)
Balance, November 30, 2024	-	-	-	4,078,631	3,640,000	-	7,718,631
Cash	-	-	-	250,000	-	-	250,000
Shares	-	-	-	500,000	-	-	500,000
Less:
Disposition	-	-	-	-	-	-	-
Impairment	-	-	-	-	-	-	-
Balance, May 31, 2025	-	-	-	4,828,631	3,640,000	-	8,468,631
Exploration Costs:
Balance, November 30, 2023	4,389,435	-	-	-	19,448	-	4,408,883
Drilling and assay	2,275	-	-	216,643	4,175	21,273	244,366
Technical	5,057	-	-	-	-	-	5,057
Licensing	1,249	1,270	-	-	-	-	2,519
Field work	21,248	-	-	-	-	-	21,248
Legal	23,097	-	-	-	-	-	23,097
Less:
Disposition	(4,442,361)	-	-	-	-	-	(4,442,361)
Impairment	-	-	-	-	-	(21,273)	(21,273)
Balance, November 30, 2024	-	1,270	-	216,643	23,623	-	241,536
Drilling and assay	-	-	-	-	7,245	-	7,245
Field work	-	-	-	3,136,568	-	-	3,136,568
Balance, May 31, 2025	-	1,270	-	3,353,211	30,868	-	3,385,349
Total, November 30, 2024	-	1,270	-	4,295,274	3,663,623	-	7,960,167
Total, May 31, 2025	-	1,270	-	8,181,842	3,670,868	-	11,853,980

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

Cree East Property

Pursuant to the option agreement, the Company may acquire up to a 75% interest in the Project through staged cash, share, and work commitments, as follows:

(a) To earn an initial 40% interest in the Property (the "40% Interest"), Nexus will:

(b) To earn an additional 20% interest in the Project (the "60% Interest"), Nexus will:

i. Pay CanAlaska $1,000,000 in cash,
ii. Issue common shares equal in value to $3,000,000,
iii. Incur $6,500,000 in exploration expenditures within the following 24 months.

i. Pay CanAlaska $1,250,000 in cash,
ii. Issue common shares equal in value to $4,000,000,
iii. Incur $7,000,000 in exploration expenditures within the following 24 months.

Fraser Lake Property

15 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET (continued)

As of February 28, 2025, the company has sold its one million common shares of Valleyview.

Napolean Property

1406126 B.C. Ltd.

On March 24, 2023, the Company completed the acquisition (the "Napolean" Acquisition") of all the issued and outstanding securities of 1406126 B.C. Ltd. ("Napolean") pursuant to terms of an amalgamation agreement with 1396791 B.C. Ltd., and all of the outstanding common shares of the Napoleon will be exchanged for approximately 7,000,000 common shares of the Company. Napolean's principal asset is a 100% interest in the Napoleon project located in Kamloops, British Columbia, Canada.

The total consideration of $3,640,000 have been allocated as follows:

	$
Exploration and evaluation assets – Napolean	3,640,000
Net assets	3,640,000
Consideration comprised of:
Fair value of the 7,000,000 common shares issued to the shareholders of 1406126 B.C. Ltd.	3,640,000
Total consideration	3,640,000

Wray Mesa Property

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSET (continued)

To earn an initial 51% interest in the project, the Company must meet the following milestones:

Pay C$50,000 in cash (paid) and issue 300,000 common shares (issued) within five days of approval by the Canadian Securities Exchange.
Incur US$250,000 in exploration expenses within the first year.
Pay an additional C$100,000 in cash and issue C$250,000 worth of common shares by the end of the second year.
Incur an additional US$500,000 in exploration expenses by the end of the second year.

Once the 51% earn-in has been completed, the Company has the option to earn an additional 20% interest (for a total of 71%) by completing the following within the third year:

Pay C$75,000 in cash.
Issue C$250,000 worth of common shares.
Incur US$1,000,000 in exploration expenses.

Assuming the completion of a 71% earn-in, the Company can earn a further 19% interest (for a total of 90%) by completing the following by the end of the fourth year:

Pay C$75,000 in cash.
Issue C$250,000 worth of common shares.
Incur US$1,000,000 in exploration expenses.

Upon the Company earning a 90% interest in the project, Basin Uranium Corp. will retain a free carried 10% interest.

Stobart Property

On January 24, 2025, Nexus Uranium Corp. entered into a Property Option Agreement with River Road Resources Ltd., granting River Road the right to acquire up to a 100% interest in the Stobart Project. To earn the initial 60% interest, River Road must pay $15,000, issue 800,000 shares upon listing on a Canadian stock exchange, and incur $100,000 in exploration expenditures within 12 months. To acquire the remaining 40%, River Road must issue an additional 1,500,000 shares and incur a further $200,000 in expenditures within 30 months. Upon full acquisition, Nexus will retain a 2.0% net smelter return (NSR) royalty, with a 1.0% buyback right for $2,000,000.

During the six-month period ended May 31, 2025, the Company received $15,000 in cash.

As the Company has no further performance obligations under the agreement, the $15,000 cash payment has been recognized as Other Income in the Statement of Loss for the period ended.

Yukon Property

On April 25, 2023, the Company announced that it had acquired a portfolio of quartz mining claims located in eastern Yukon which were previously held by Bearing Lithium Corp. The property is comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt. This property was received for nil proceeds and the Company has not incurred any significant expenditures to date on these claims.

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

Independence Property

In the event the Company makes the $4,000,000 cash payment due under 5(c)(v) on or before August 31, 2021, the cash payments set forth under Section 5(c)(iii) and 5(c)(iv) will no longer be required.

d) Incur expenditures of not less than US$3,000,000 as per the following schedule:

18 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSET (continued)

Key terms of the Joint Venture include:

TRADE PAYABLES AND ACCRUED LIABILITIES

	May 31, 2025	November 30, 2024
	$	$
Trade payables	35,868	20,426
Accrued Liabilities	4,355	73,981
	40,223	94,407

SHARE CAPITAL

a) Authorized:

The Company is authorized to issue an unlimited number of common shares without par value.

b) Issued and outstanding:

As at May 31, 2025, there were 42,963,902 common shares issued and outstanding.

For the six-month period ended May 31, 2025, the Company had the following share capital transactions:

i) On March 13, 2025, 2,074,800 common shares were issued to CanAlaska Uranium Ltd pursuant to the March 18, 2024 option agreement. The fair value of the shares issued were $0.240987 per share, determined based on the five-day volume-weighted average trading price of the Company's common shares immediately preceding the date of issuance.

ii) On December 12, 2024, a non-brokered private placement of 6,941,004 FT Units were issued at price of $0.30 per FT Unit raising gross proceeds of $2,082,301. Each FT Unit

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

SHARE CAPITAL (continued)

consists of one common share of the Company to be issued as a “flow-through share”, and one common share purchase warrant each of which is exercisable to acquire one common share for 18 months following closing at an exercise price of $0.40. The Company paid an aggregate of $100,818 and issued an aggregate of 336,060 warrants to certain finders involved in the Offering. The Finders’ warrants have the same terms as the private placement warrants.

For the year ended November 30, 2024, the Company had the following share capital transactions:

i) On November 26, 2024, 127,272 shares were issued pursuant to an advisory agreement.
ii) On June 25, 2024, the Company completed a non-brokered private placement of 2,887,114 flow-through units (each a “FT Unit”) at a price of $0.52 per FT Unit to raise gross proceeds of $1,501,299. Each FT Unit consists of one common share of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share for 24 months at an exercise price of $0.60. In connection with the private placement, the Company paid cash finders’ fees totaling $102,016 and issued 195,030 non-transferable warrants to eligible finders. The finders’ warrants are exercisable to acquire one common share at a price of $0.52 for 24 months.
iii) On March 18, 2024, the Company entered into an agreement to acquire in interest in the Cree East uranium property and issued the following: 2,091,269 shares on March 28, 2024 and 3,042,123 shares on September 20, 2024.
iv) On March 28, 2024, the company issued 1,500,000 common shares to a third party as a finder’s fee for the Cree East project.
v) 2,574,632 share purchase warrants previously outstanding were exercised for gross proceeds of $1,287,316.
vi) 245,000 restricted share units were converted into shares.
vii) 170,000 options were exercised for gross proceeds of $79,050.
viii) On April 30, 2024, the Company completed a private placement of 2,400,000 units at a price of $0.50 per unit to raise gross proceeds of $1,200,000. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share until April 30, 2026 at an exercise price of $0.60. In connection with the private placement, the Company paid an cash finder’s fees of $61,600 and issued 130,200 warrants to certain finders.

c) Stock options

As at May 31, 2025, there were 3,275,667 stock options outstanding.

For the year ended November 30, 2024, the Company granted the following stock options:

i) On November 28, 2024, the company granted an aggregate of 150,000 options at an exercise price of $0.26 for a period of five years from the date of grant. The options will vest at 25% every three months and will be fully vested by November 28, 2025.
ii) On November 12, 2024, the company granted an aggregate of 1,350,000 Options to purchase up to a total of 1,350,000 common shares (the "Option Shares") in the capital of the Company, at an exercise price of $0.275 per Option Share, for a period of five years from the date of grant, in accordance with the Plan. The options will vest at 25% every three months and will be fully vested by November 12, 2025.
iii) On May 1, 2024, the company granted an aggregate of 1,000,000 options at an exercise price of $0.55 for a period of five years from the date of grant. The options will vest at 25% every three months and will be fully vested by May 1, 2025.

20 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

	November 28, 2024
Exercise price	$0.26
Risk-free interest rate	3.08%
Expected life of options (years)	5
Dividend rate	0.00%
Annualized volatility	124%
	November 12, 2024
Exercise price	$0.26
Risk-free interest rate	3.11%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	125%
	May 1, 2024
Exercise price	$0.55
Risk-free interest rate	3.81%
Expected life of options	5
Dividend rate	0.00%
Annualized volatility	153%

A continuity of the options outstanding as at May 31, 2025 is as follows:

	Number	Weighted average exercise price
		$
Balance at November 30, 2023	1,032,334	.87
Issued	-
Expired	(33,333)
Forfeited	(53,334)
Exercised	(170,000)
Granted	2,500,000
Balance at November 30, 2024	3,275,667	0.41
Balance at May 31, 2025	3,275,667	0.41

21 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

As at May 31, 2025, the following stock options were outstanding and exercisable:

Grant Date	Expiry Date	Exercise Price	Number of Options	Remaining Life (year)
		$
April 18, 2022	April 18, 2027	1.50	15,667	1.88
March 24, 2023	March 24, 2028	0.465	660,000	2.82
October 23 2023	October 23 2028	0.38	100,000	3.42
May 01, 2024	May 01, 2029	0.55	1,000,000	3.92
November 12, 2024	November 12, 2029	0.275	1,350,000	4.45
November 29, 2024	November 29, 2029	0.26	150,000	4.50
			3,275,667

d) Warrants

As at May 31, 2025, there were 12,889,408 warrants outstanding.

On December 12, 2024, 6,941,004 warrants were issued as part of the non brokered private placement and 336,060 warrants were issued to certain finders involved in the Offering. The fair value of the finder's warrants was estimated to be $70,546 calculated using the Black-Scholes option pricing model:

| | December 12
2024 |
| --- | --- |
| Share price | $0.35 |
| Risk-free interest rate | 3.25% |
| Expected life of warrants (years) | 1.50 |
| Dividend rate | 0.00% |
| Annualized volatility | 142% |

	June 25, 2024
Share price	$0.49
Risk-free interest rate	3.41%
Expected life of warrants (years)	2.00
Dividend rate	0.00%
Annualized volatility	149%

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

	April 30, 2024
Share price	$0.59
Risk-free interest rate	3.87%
Expected life of warrants	2.00
Dividend rate	0.00%
Annualized volatility	155%

A continuity of the warrants outstanding as at May 31, 2025 is as follows:

	Number	Weighted average exercise price
Balance, November 30, 2023	7,313,132	$0.55
Issued	5,417,314	0.60
Issued	195,030	.052
Exercised	(2,574,632)	0.55
Balance, November 30, 2024	10,350,844	0.55
Issued	7,277,064	0.39
Expired	(4,738,500)	0.39
Balance, May 31, 2025	12,889,408	$0.39

On October 17, 2024, the Company repriced the 2,887,114 June 2024 warrants, and on October 18, 2024, the 2,400,000 April 2024 warrants from an exercise price of $0.60 to $0.36.

A listing of warrants outstanding as at May 31, 2025 is as follows:

Grant Date	Expiry Date	Exercise Price	Number of Warrants	Remaining Life (years)
		$
April 30, 2024	April 30, 2026	0.36	2,400,000	0.92
April 30, 2024	April 30, 2026	0.60	130,200	0.92
June 25, 2024	June 25, 2026	0.36	2,887,114	1.07
June 25, 2024	June 25, 2026	0.52	195,030	1.07
Dec 12, 2024	June 11, 2026	0.40	7,277,064	1.03
		0.39	12,889,408

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

e) Restricted Share Units

For the year ended November 30, 2024, the Company had the following restricted share unit transactions:

The Company granted 820,000 restricted stock units on December 15, 2023 per the following terms:

	December 15, 2023
Share price on grant date	$ 0.62
Number of RSUs Granted	820,000
Date fully vested	December 15, 2023
Fair value upon vesting	$ 508,400

For the period ended November 30, 2024, the Company had the following share capital transactions:

A continuity of the restricted share units as at May 31, 2025 is as follows:

	Number
Balance, November 30, 2023	25,000
Granted	840,000
Exercised	(245,000)
Forfeited	(620,000)
Balance, November 30, 2024	-
Balance, May 31, 2025	-

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

9. RELATED PARTY BALANCES AND TRANSACTIONS

The Company has incurred the following key management personnel cost from related parties:

	Six-month period ended May 31, 2025	Six-month period ended May 31, 2024
	$	$
Management fees	111,160	118,400
Share-based payments	-	136,862
Total	111,160	255,262

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").

As at May 31, 2025, included in the accounts payable of the Company was an amount of $8,925 (2024 - $8,925) due to a Company controlled by the CFO of the Company, $Nil (2024 - $Nil) due to a Company controlled by a director of the Company. The amounts are unsecured, non-interest bearing, due on demand and included in accounts payable and accrued liabilities.

10. MANAGEMENT OF CAPITAL

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair Value of Financial Instruments

25 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

Assets measured at fair value on a recurring basis were presented on the Company's consolidated statements of financial position as at May 31, 2025 are as follows:

Fair Value Measurements Using
	Quoted Prices in Active Markets For Identical Instruments (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Cash	1,002,036	–	–	1,002,036
Investments	–	–	–	–

Fair value

The fair value of the Company's financial instruments approximates their carrying value as at May 31, 2025 because of the demand nature or short-term maturity of these instruments.

Financial risk management objectives and policies

(i) Currency risk

The Company's expenses are denominated in Canadian dollars. The Company's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

(ii) Interest rate risk

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

(iv) Liquidity risk

INCOME TAXES

The Company has losses carried forward of approximately $9,070,000 (2023 - $6,174,000) available to reduce income taxes in future years, which begins expiring in 2037.

The following table reconcile the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

	Year ended November 30, 2024	Year ended November 30, 2023
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	$ (3,419,000)	$ (411,000)
Effect of income taxes of:
Permanent differences and other	367,000	(69,000)
Changes in deferred tax assets not recognized	3,052,000	342,000

The temporary differences that give rise to significant portions of the deferred tax assets not recognized are presented below:

	Year ended November 30, 2024	Year ended November 30, 2023
	$	$
Non-capital loss carry forwards	2,449,000	1,667,000
Exploration and evaluation assets	2,272,000	16,000
Shares issuance cost	51,000	37,000
Deferred tax assets not recognized	(4,772,000)	(1,720,000)

COMMITMENT

During the year ended November 30, 2024, the Company issued flow-through common shares for gross proceeds of $1,501,299, with a commitment to incur eligible exploration expenditures in this amount over the flow-through period. Expenditures related to the use of flow-through share proceeds are not available as a tax deduction to the Company, as the tax benefits of these expenditures are renounced to the investors.

27 -

NEXUS URANIUM CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2025 AND MAY 31, 2024
(Expressed in Canadian dollars)

COMMITMENT (continued)

During the six-month period ended May 31, 2025, the Company completed an additional flowthrough financing, raising gross proceeds of $2,082,301 through the issuance of 6,941,004 flowthrough units. As a result, the total flow-through funds raised to date amount to $3,583,600.48. As at May 31, 2025 and as at the date of this report, the Company had incurred approximately $3,582,242.45 in eligible expenditures.

The remaining expenditures are required to be incurred by December 31, 2025, under the flowthrough share "look-back" rule.

SUBSEQUENT EVENTS

On June 25, 2025, the Company entered into a definitive arrangement agreement with Basin Uranium Corp. to acquire all of the issued and outstanding common shares of Basin through a statutory plan of arrangement under the Business Corporations Act (British Columbia).

The transaction remains subject to customary closing conditions including shareholder, court, and regulatory approvals. A special meeting of Basin shareholders is expected to be held in August 2025, with closing anticipated thereafter.

28 -

NEXUS URANIUM CORP.
Management Discussion and Analysis
For the quarter ended May 31, 2025

The Management Discussion and Analysis (“MD&A”), prepared July 29, 2025, should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2024, and the notes thereto of Nexus Uranium Corp. which were prepared in accordance with International Financial Reporting Standards.

DESCRIPTION OF BUSINESS

On November 10, 2023, the Company’s name was changed from Golden Independence Mining Corp. to Nexus Uranium Corp. and the Company began trading under the stock symbol “NEXU”.

The Company’s principal business activities include the acquisition and exploration of mineral property assets. As at May 31, 2025, the Company had not yet determined whether the Company’s mineral property asset contains ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.

EXPLORATION PROJECTS

Cree East Property

Cree East Property Option Agreement

Pursuant to an option agreement (the "Option Agreement"), Nexus Uranium may acquire up to a 75% interest in the Project through staged cash, share, and work commitments, as follows:

(a) To earn an initial 40% interest in the Project (the "40% Interest"), Nexus will:

(b) To earn an additional 20% interest in the Project (the "60% Interest"), Nexus will:

i. Pay CanAlaska $1,000,000 in cash,
ii. Issue Common Shares equal in value to $3,000,000,
iii. Incur $6,500,000 in exploration expenditures within the following 24 months.

i. Pay CanAlaska $1,250,000 in cash,
ii. Issue Common Shares equal in value to $4,000,000,
iii. Incur $7,000,000 in exploration expenditures within the following 24 months.

In connection with the Option Agreement, Nexus Uranium has agreed to issue, 1,500,000 common shares to a third party as a finder's fee.

During the year ended November 30, 2024, the company was informed by CanAlaska that it had received results of the processing and interpretation of airborne geophysical data over Cree East project collected by CanAlaska in 2006 and 2009, by Condor North Consulting ULC ("Condor"). CanAlaska also reported that it had mobilized field crews to the Cree East Property to conduct a site visit to review and familiarize its geological staff with the basement rocks of the property. The crew reviewed drill core stored on the property which will aid it in modeling the basement geology. This combined with the geophysical interpretation by Condor will aid in establishing drill hole targets and locations. The company was also informed by CanAlaska that it had received a three-year exploration permit from the Saskatchewan Ministry of Environment for the Cree East uranium project.

During the quarter ending Feb 28, 2025 CanAlaska reported as of February 28th, a total of $1,398\mathrm{m}$ of NQ sized core had been drilled on the Cree East winter drilling program with one drill hole completed, one drill hole in progress, and one drill hole abandoned. A summary of the two holes that were completed during the quarter appear below please note all depths reported are drill depths and true widths are unknown:

Table 1: Cree East 2025 Winter Drilling Summary as of February 28th, 2025

DDH #	X	Y	Z (a.s.l.)	Azimuth	Dip	EOH (m)
	NAD 83 UTM ZN 13
CRE092	428819.0	6363231.0	515.0	323	-80	353
CRE093	428817.5	6363232.5	515.0	326	-80	581
CRE094	428680.0	6363088.0	520.0	299	-72	In Progress at 464
Notes: Easting and Northing coordinates are reported in UTM Zone 13N (NAD83 datum). EOH = end of hole. m A.S.L. = metres above sea level.

CRE092 did not reach the unconformity but did intersect MFd, MFc, and MFb sandstone units. Moderate to strong bleaching was interested throughout all sandstone units, especially in the top two manitou falls formations. Core was commonly grey in colour and sooty pyrite was observed as fracture coatings and along bedding planes between 92.0 to $228.0\mathrm{m}$ . Structures in the hole consist of common subvertical fractures oriented both NNE-SSW and E-W often lined with sooty pyrite and/or grey clay. A notable fracture zone exhibiting strong sooty pyrite and in-situ reduction of banded hematite was intersected from 181.0 to $191.2\mathrm{m}$ .

CRE093 was a restart of CRE092 targeting the unconformity $\sim 50\mathrm{m}$ ahead of CRE084 at the sub-crop of structured and radiometrically elevated graphitic pelite (Figure 1). Casing was set to a depth of $65.0\mathrm{m}$ . The drillhole interested moderate bleaching throughout the upper/mid manitou falls formations and multiple fracture zones exhibiting strong bleaching and grey reduced alteration. A northwest trending, grey reduced, weakly desilicified fracture zone was intersected at the contact between the MFb/Read sandstone members from 370.0 to $393.0\mathrm{m}$ . Immediately below the fault zone is an interval of strongly bleached and silicified sandstone to $404.0\mathrm{m}$ , followed by regional Read sandstone until the unconformity at $438.7\mathrm{m}$ . The drillhole intersected paleoweathered diatexite and pelite below the unconformity, followed by graphitic pelite from 469.8 to $490.0\mathrm{m}$ , sheared metatexite

and pelite to a depth of $574.0\mathrm{m}$ , and finally pegmatite until the end of the hole at $581.0\mathrm{m}$ . No elevated radiometry was encountered in the drillhole, but two major fault zones and strong alteration were observed in the basement rocks. An interval of structurally concentrated graphite and cohesive cataclastic faulting was intersected from 469.8 to $475.4\mathrm{m}$ . A wide interval of strongly silicified breccia consisting of large quartz and chlorite clasts cemented by a feldspar matrix occurs from 548.5 to $574.0\mathrm{m}$ . This fault overprints a strongly chloritized pelite photolith with intermittent short intervals of preserved cataclastic fabric which appears to be equivalent to the above metatexite. Strong bleaching, chlorite, and clay alteration extend from the top of the graphitic pelite to the end of hole. Several features were observed within a brittle damage zone from 534.3 to $548.4\mathrm{m}$ below the main breccia interval including secondary overprinting hematite, abundant pyrite/feldspar/drusy quartz veinlets, and intervals of massive pyrite up to $30\mathrm{cm}$ wide.

CRE094 is targeting the unconformity behind and along strike to the northeast of the CRE083 unconformity intersect which is interpreted to have overshot the conductor. Weak to moderately bleached MFd and MFc sandstone units containing rare short fracture zones with broader zones of grey reduced alteration and sooty pyrite fracture coatings were encountered around $71.0\mathrm{m}$ and from 256.5 to $276.0\mathrm{m}$ . The MFb and Read sandstone are dominantly weakly bleached apart from a zone of reworked hematite to strong bleaching associated with a cross-cutting fault zone from 353.0 to 389.0 m. Fracturing increases towards the fault zone below $281\mathrm{m}$ with common sooty pyrite/drusy quartz/clay fracture coatings. Within the fault zone itself, there is abundant fractures, cm to dm-scale clay filled structures, and rotated bedding. Below the fault zone, NE oriented fracturing and breccia were noted. The unconformity was intersected at $451.9\mathrm{m}$ consisting of a cohesive irregular contact between the basal sandstone and coarse-grained chloritized diatexite pelite below which transitions into more metatexite pelite with depth with the hole currently at a depth of $464.0\mathrm{m}$ .

During the quarter ending May 31, 2025 the company announced that it had completed its 2025 winter drill program at the Cree East Project in the Athabasca Basin, Saskatchewan. A total of seven diamond drill holes totalling 3,339 metres of NQ sized coring were completed with five holes successfully intersecting the sandstone-basement unconformity while two holes were abandoned due to technical issues. The 2025 winter drill program was completed on April 5, 2025 with a total of seven holes being drilled. Of the seven holes drilled, five successfully intersected the sandstone-basement unconformity, with a summary of the bedrock geology encountered presented below. Please note that all reported depths are drillhole depths and the true widths are unknown.

Figure 1 Summary of Drill Collars

Drill Hole	Easting	Northing	Elevation (m A.S.L.)	Azimuth (°)	Dip (°)	EOH (m)
CRE092	428820	6363229	517	323	-80	353
CRE093	428819	6363230	517	326	-80	581
CRE094	428680	6363088	520	299	-72	587
CRE095	428650	6363130	513	301	-76	556.8
CRE096	429330	6363477	493	333	-71.5	536
CRE097	428381	6363028	525	032	-78	161
CRE098	428379	6363031	525	023	-76.5	564
Notes: Easting and Northing coordinates are reported in UTM Zone 13N (NAD83 datum). EOH = end of hole. m A.S.L. = metres above sea level.

Figure 2: Plan View of Drilling in Area B

The 2025 Winter Drill Program (the "Program") was designed to expand on the previous drilling completed by CanAlaska and its Korean partners through to 2012, specifically focusing on Area B: to follow up on identified uranium enrichment and expand the understanding of structure (i.e. graphitic conductor & basement faulting), alteration, and potential mineralization controls. The Program successfully delineated the conductor, a graphitic-pelitic unit with associated alteration and structure, over a 450-metre drill-defined northeast-southwest strike length.

Drillhole CRE094 intersected a broad zone of reworked hematite, limonite, and strong bleaching in medial sandstone column associated with faulting from 353.0 to $389.0\mathrm{m}$ . In the basement of CRE094, chloritized graphitic pelite was intersected from 485.0 to $526.0\mathrm{m}$ . Within the graphitic pelite, several faulted intervals exhibit elevated radiometry with a peak of 300 CPS occurring in a chlorite/carbonate/pyrite cohesive breccia at $505.1\mathrm{m}$ . Below the graphitic pelite, chloritized pelite continues with several carbonate/pyrite/chlorite breccias containing elevated radiometry up to 250 CPS and up to $25\%$ chalcopyrite.

Figure 3 Selected Scintillometer Counts from CRE094

Hole (DDH)	From (m)	To (m)	Gamma Spike (CPS)
CRE094	491.7	491.8	100
CRE094	492.2	492.3	150
CRE094	504.9	505	150
CRE094	505.0	505.1	300
CRE094	527.4	527.5	180
CRE094	527.5	527.6	140
CRE094	527.6	527.7	150

CRE094	527.7	527.8	100
CRE094	527.9	528.0	250
CRE094	528.0	528.1	200
CRE094	539.1	539.2	200
CRE094	539.2	539.3	250
CRE094	578.5	578.6	100
CRE094	578.6	578.7	200
CRE094	578.7	578.8	150

Note reported depths are drill depths and the true widths are unknown

Drillhole CRE095 intersected a fault zone that straddles the unconformity. Within the sandstone, from 449.2 to the unconformity at $452.0\mathrm{m}$ , the fault is a cohesive milled breccia consisting of large clasts of quartz and sandstone suspended within a chlorite matrix. The fault extends to $454.7\mathrm{m}$ in the basement and consists of decimetre-scale intervals of friable cataclastic faulting with chlorite-rich matrix and clasts of chlorite-altered basement.

Drillhole CRE096 is interpreted to have overshot the conductive target and intersected footwall basement stratigraphy.

Drillhole CRE098 intersected a broad sandstone fault zone from 339.0 to the unconformity at 510.0 metres. The fault zone is characterized by broken, blocky, and faulted sandstone with re-activated clay gouge, chaotic breccias, rotated bedding, and localized intervals of desilicification and core loss (Figure 3). Throughout the fault zone, the sandstone is strongly bleached and silicified with increasing medium to dark grey sooty pyrite alteration increasing in concentration with proximity to the unconformity. The basement of CRE098 was characterized by a quartz breccia with clasts of quartz and clasts of fine grained hematized and chloritized metasediments.

Drillholes CRE092 and CRE097 were lost before intersecting the target depth due to technical issues.

All drill core samples from the program were shipped to the Saskatchewan Research Council Geo analytical Laboratories (SRC) in Saskatoon, Saskatchewan in secure containment for preparation, processing, and multi-element analysis by ICP-MS and ICP-OES using total (HF:NHO3:HClO4) and partial digestion (HNO3:HCl), boron by fusion, and U3O8 wt% assay by ICP-OES using higher grade standards. Sample intervals are chosen based on downhole probing logs and scintillometer (CT007-M) peaks. Assay sample intervals comprise 0.25 - 0.8 metre continuous half-core split samples over the mineralized intervals. With all assay samples, one half of the split sample is retained and the other sent to the SRC for analysis. The SRC is an ISO/IEC 17025/2005 and Standards Council of Canada certified analytical laboratory. Blanks, standard reference materials, and repeats are inserted into the sample stream at regular intervals by field staff and the SRC in accordance with quality assurance/quality control (QA/QC) procedures. Geochemical assay data, when presented, will be subject to verification procedures by qualified persons prior to disclosure.

The Company cautions that radioactivity is total gamma from drill core measured with a CT007-M gamma-ray spectrometer/scintillometer in cps (counts per second). Measurements of total gamma cps on drill core are an indication of the presence of radioactive materials (uranium, thorium, and/or potassium), but may not directly correlate with uranium chemical assays. Total gamma cps readings are preliminary and may not be used directly to quantify or qualify uranium concentrations of the rock samples measured. The Company considers all CT007-M readings greater than 100 cps to constitute elevated radioactivity.

Fraser Lake Property

On March 30, 2023 Nexus Uranium announced the signing of an option agreement for the Fraser Lake copper property. Pursuant to the terms of the option agreement, Homeland Uranium Corp (formerly Valleyview Resources Ltd.)("Homeland"), a publicly traded British Columbia company, has the right to acquire a 100-per-cent interest, subject to a 2-per-cent net smelter return (NSR) royalty, in the three claim blocks comprising the 9,900-hectare project, by making stage payments of three million shares and exploration expenditures of $300,000. The Company understands that Homeland intends to complete an initial public offering and concurrent stock exchange listing.

Under the terms of the option agreement, Homeland can earn an initial 51-per-cent interest through the issuance of 1.0 million shares and incurring $100,000 in exploration expenditures within the first 12 months, and an additional 49-per-cent interest through the issuance of 2.0 million shares and incurring $200,000 in exploration expenditures within 18 months of acquiring the initial 51-per-cent ownership. Nexus Uranium will retain a 2-per-cent NSR royalty, of which 1 per cent can be repurchased for $2.0-million in cash. Following the acquisition of the initial 51 per cent, if Homeland elects to not acquire the remaining 49-per-cent interest, both companies shall form a standard joint venture based on pro rata ownership.

Fraser Lake Exploration

Joint venture partner Homeland Uranium Corp. completed the exploration expenditures portion of the agreement in June 2023. They completed a grid soil sampling program over three distinct areas in the claim block, collecting 666 samples. The soil sampling program was designed to test the targets identified by Mr. Warren Robb in his technical report dated October 15, 2022. The assay results were outstanding as of August 31, 2024.

No exploration was completed on the Fraser Lake Property during the quarter ending February 28,2025

No exploration was completed on the Fraser Lake Property during the quarter ending May 31, 2025

Napolean Property

Gold's New Afton mine.

No Exploration was conducted on the Napoleon Property during the quarter ending August 31,2024.

On July 13, 2023, Nexus Uranium announced the completion of a phase one exploration program at the Napoleon. A rock sampling and prospecting program was undertaken by Tripoint Geological Services during June. A total of 13 rock samples were collected and submitted to ALS Global for analysis. In the southern portion of the Napoleon claims, the prospecting program at Napoleon located similar intrusive to those hosting the Bonaparte deposit, along with vuggy quartz veins hosted in Nicola Group rocks in the north, which represents a second potential host of mineralization.

No Exploration was conducted on the Napoleon Property during the quarter ending November 30, 2024.

No Exploration was conducted on the Napoleon Property during the quarter ending February 28, 2025

No exploration was conducted on the Napoleon Property during the quarter ending May 31, 2025.

Stobart Property

No Exploration was conducted on the Stobart Property during the quarter ending February 28, 2025

No Exploration was conducted on the Stobart Property during the quarter ending May 31, 2025

Yukon Property

On April 25, 2023, the Company announced that it had acquired a portfolio of quartz mining claims located in eastern Yukon which were previously held by Bearing Lithium Corp. The Yukon claims are comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt. This belt of favourable stratigraphy, comprised of Upper Proterozoic to Lower Cambrian Hyland Group, is host to several high-grade, sediment-hosted orogenic gold vein occurrences. These claims were received for nil proceeds and the Company has not incurred any expenditures to date on these claims.

For the six-month period ended May 31, 2025, the Company incurred the following acquisition and exploration expenditures:

	Independence Property	Stobart Property	Fraser Lake Property	Cree East Property	Napoleon Property	Wray Mesa Property	Total
	$	$	$	$	$	$	$
Acquisition Costs:
Balance, November 30, 2023	5,674,400	-	-	-	3,640,000	161,000	9,475,400
Cash	-	-	-	500,000	-	-	500,000
Shares	-	-	-	3,578,631	-	-	3,578,631
Less:
Disposition	(5,674,400)	-	-	-	-	-	(5,674,400)
Impairment	-	-	-	-	-	(161,000)	(161,000)
Balance, November 30, 2024	-	-	-	4,078,631	3,640,000	-	7,718,631
Cash	-	-	-	250,000	-	-	250,000
Shares	-	-	-	500,000	-	-	500,000
Less:
Disposition	-	-	-	-	-	-	-
Impairment	-	-	-	-	-	-	-
Balance, May 31, 2025	-	-	-	4,828,631	3,640,000	-	8,468,631
Exploration Costs:
Balance, November 30, 2023	4,389,435	-	-	-	19,448	-	4,408,883
Drilling and assay	2,275	-	-	216,643	4,175	21,273	244,366
Technical	5,057	-	-	-	-	-	5,057
Licensing	1,249	1,270	-	-	-	-	2,519
Field work	21,248	-	-	-	-	-	21,248
Legal	23,097	-	-	-	-	-	23,097
Less:
Disposition	(4,442,361)	-	-	-	-	-	(4,442,361)
Impairment	-	-	-	-	-	(21,273)	(21,273)
Balance, November 30, 2024	-	1,270	-	216,643	23,623	-	241,536
Drilling and assay	-	-	-	-	7,245	-	7,245
Field work	-	-	-	3,136,568	-	-	3,136,568
Balance, May 31, 2025	-	1,270	-	3,353,211	30,868	-	3,385,349
Total, November 30, 2024	-	1,270	-	4,295,274	3,663,623	-	7,960,167
Total, May 31, 2025	-	1,270	-	8,181,842	3,670,868	-	11,853,980

($000's except loss per share)

SELECTED ANNUAL INFORMATION

	November 30,	November 30,	November 30,	November 30,
	2024	2023	2022	2021
	$	$	$	$
Revenue	-	-	-	-
Net Loss	(12,662)	(1,522)	(937)	(2,565)
Basic and Diluted Loss per Share	(0.47)	(0.12)	(0.22)	(0.05)
Total Assets	10,862	15,225	10,480	11,063
Long-Term Debt	-	-	-	-
Dividends	-	-	-	-

OPERATIONS

Twelve-month period ended November 30, 2024

During the year ended November 30, 2024, the Company reported a net comprehensive loss of $12,662,778 (2023 - $1,522,611). Included in the determination of operating loss was:

Advertising and promotion – During the year ended November 30, 2024, the Company incurred advertising and promotion expenditures of $2,142,659 (2023 - $669,053). The increase in advertising and promotion expenses in 2024 is primarily attributable to marketing and awareness efforts surrounding the Company's strategic acquisition of mineral rights at the Cree East Project in the Athabasca Basin, Saskatchewan. Following the execution of the option agreement, Nexus Uranium undertook a broad campaign to raise awareness of the Company's pivot toward uranium exploration.

Rent – Rent increased during fiscal 2024 to $24,762 (2023 - $20,952). The Company's Corporate Head Office remains at 503-905 Pender St. W in Vancouver, BC.

Professional fees – The Company incurred professional fees of $264,604 (2023 - $188,725) for the year ended November 30, 2024. The increase in fees over the prior year related to increased operations within the Company including Financing efforts, Negotiations of property purchases, and an increase in general corporate maintenance.

Company's incentive compensation program, recognizing efforts during a pivotal strategic transition and aligning key personnel with long-term shareholder value creation.

Write-off of exploration and evaluation assets – At each reporting period, management assesses non-financial assets for impairment. The Company recorded a write-off of exploration and evaluation assets of $8,790,767 during the year ended November 30, 2024, primarily on the Independence Property, reducing the capitalized cost of the project to $Nil. An impairment was recorded based on the final closing amount of the sale. The Company also recorded a write-off of exploration and evaluation assets of $182,273 during the year ended November 30, 2024, on the Wray Mesa Property, reducing the capitalized cost of the project to $Nil.

SUMMARY OF QUARTERLY RESULTS

($000’s except earnings per share)

	May 31, 2025 $	February 28, 2025 $	November 30, 2024 $	August 31, 2024 $
Revenue	-	-	-	-
Net loss	(410)	(486)	(182)	(1,295)
Basic and diluted Loss per share	(0.01)	(0.01)	(0.01)	(0.04)
	May 31, 2024 $	February 29, 2024 $	November 30, 2023 $	August 31, 2023 $
Revenue	-	-	-	-
Net loss	(9,681)	(1,869)	(167)	(153)
Basic and diluted Loss per share	(0.37)	(0.09)	(0.01)	(0.01)

Three-month period ended May 31, 2025

During the three-month period ended May 31, 2025, the Company reported a net loss of $410,564 (2024 - $9,681,724). A summary of material expenditures included in the determination of operating loss was as follows:

Advertising and promotion – The Company incurred advertising and promotional expenses of $900 (2024 - $721,643). The focus for the current period was on investor communication. In contrast, the prior year reflected material marketing expenditure with a heavy focus on marketing to support the Company's transition into the Uranium mineral sector.

Management fees – Management fees for the three-month period ended May 31, 2025, totaled $54,550 which is not materially different from 2024 spend of $59,000.

Professional fees – The Company incurred professional fees of $86,257 (2024 - $85,702) for the quarter ended May 31, 2025. These fees consist of general legal maintenance.

Consulting fees – The Company incurred consulting fees of $22,117 (2024 - $1,060,939) during the first quarter of 2025 which consisted primarily of project advisory services. In contrast, the prior year reflected expenditures of primarily finder fees associated with the introduction to the Cree East project.

Share based payments – The Company incurred shared based payments of $211,701 (2024- ($275,314)). The prior year recognized a decrease in share-based payments in the quarter as 620,000 RSU’s previously issued were forfeited prior to vesting resulting in a reversal of the previously recorded share-based payment.

Write-off of exploration and evaluation assets – At each reporting period, management assesses nonfinancial assets for impairment. During the second quarter of 2024, the Company announced plans to divest the Independence project. It was estimated that the fair market value of the project was approximately $2,000,000 which resulted in a write-down of $8,072,184 during the three-month period ended May 31, 2024.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents as at May 31, 2025 were $1,002,036 compared to $2,693,928 as at November 30, 2024. The company had working capital of $992,488 as at May 31, 2025.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The Company has incurred the following key management personnel cost from related parties:

	Six-month period ended May 31, 2025	Six-month period ended May 31, 2024
	$	$
Management fees	111,160	118,400
Share-based payments	-	136,862
Total	111,160	255,262

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

COMMITMENTS

SUBSEQUENT EVENTS

Under the terms of the agreement, shareholders of Basin will receive approximately 1.1 Nexus shares and 0.11 shares of a new entity, Basin SpinCo, for each Basin share held. SpinCo will hold Basin's gold-related assets and is expected to become a reporting issuer and seek a stock exchange listing in Canada. The proposed transaction values Basin at approximately $3.6 million, reflecting a 10% premium to its pre-announcement trading price. Upon closing, former Basin shareholders will own approximately 40% of the combined entity.

ADOPTION OF NEW ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS

There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Significant accounting estimates

i. the measurement of deferred income tax assets and liabilities; and
ii. the inputs used in accounting for share-based payments.

Significant accounting judgements

SHARE CAPITAL

Issued

The company had 33,832,156 shares issued and outstanding as at November 30, 2024 and 42,963,902 shares issued and outstanding as at July 29, 2025.

For the six-month period ended May 31, 2025, the Company had the following share capital transactions:

i) On March 13, 2025, 2,074,800 common shares were issued to CanAlaska Uranium Ltd pursuant to the March 18, 2024 option agreement. The fair value of the shares issued were $0.240987 per share, determined based on the five-day volume-weighted average trading price of the Company’s common shares immediately preceding the date of issuance.

ii) On December 12, 2024, the Company completed a non-brokered private placement and 6,941,004 FT Units were issued at price of $0.30 per FT Unit to raise gross proceeds of $2,082,301. Each FT Unit consists of one common share of the Company to be issued as a “flow-through share”, and one common share purchase warrant each of which is exercisable to acquire one common share for 18 months following closing at an exercise price of $0.40. The Company paid an aggregate of $100,818 and issued an aggregate of 336,060 warrants to certain finders involved in the Offering. The Finders’ warrants have the same terms as the private placement warrants.

For the year ended November 30, 2024, the Company had the following share capital transactions:

i) On November 26, 2024, 127,272 shares were issued pursuant to an advisory agreement.

ii) On June 25, 2024, the Company completed a non-brokered private placement of 2,887,114 flow-through units (each a “FT Unit”) at a price of $0.52 per FT Unit to raise gross proceeds of $1,501,299. Each FT Unit consists of one common share of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share for 24 months at an exercise price of $0.60. In connection with the private placement, the Company paid cash finders' fees totaling $102,016 and issued 195,030 non-transferable warrants to eligible finders. The finders'

warrants are exercisable to acquire one common share at a price of $0.52 for 24 months.

iii) On March 18, 2024, the Company entered into an agreement to acquire interest in the Cree East uranium property and issued the following: 2,091,269 shares on March 28, 2024 and 3,042,123 shares on September 20, 2024.
iv) On March 28, 2024, the company issued 1,500,000 common shares to a third party as a finder’s fee for the Cree East project.
v) 2,574,632 share purchase warrants previously outstanding were exercised for gross proceeds of $1,287,316.
vi) 45,000 restricted share units were converted into shares.
vii) 170,000 options were exercised for gross proceeds of $79,050.
viii) On April 30, 2024, the Company completed a private placement of 2,400,000 units at a price of $0.50 per unit to raise gross proceeds of $1,200,000. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable to acquire one additional common share until April 30, 2026 at an exercise price of $0.60. In connection with the private placement, the Company paid a cash finders’ fees of $61,600 and issued 130,200 warrants to certain finders.

Share Purchase Options

As at May 31, 2025 there were 3,275,667 stock options outstanding.

For the year ended November 30, 2024, the Company granted the following stock options:

Warrants

As at May 31, 2025, there were 12,889,408 warrants outstanding. For the six-month period ended May 31, 2025 the Company had the following transactions:

i) 4,738,500 warrants expired March 1, 2025.
ii) On December 12, 2024, 6,941,004 warrants were issued as part of the non brokered private placement and 336,060 in warrants to certain finders involved in the Offering. Each warrant is exercisable to acquire one common share for 18 months following closing at an exercise price of $0.40.

For the period ended November 30, 2024 the Company had the following share capital transactions:

i) On June 25, 2024, 2,887,114 warrants were granted. The exercise price of $0.60 was repriced to $0.36 on October 17, 2024.
ii) 195,030 finders warrants were granted at an exercise price of $0.52 on June 25, 2024.
iii) 2,574,632 warrants previously outstanding were exercised for gross proceeds of $1,287,316.
iv) On April 30, 2024, 2,400,000 warrants were granted. The exercise price of $0.60 was repriced to $0.36 on October 18, 2024.
v) 130,200 finders warrants were granted at an exercise price of $0.60 on April 30, 2024.

Restricted Share Units (RSU's)

As at May 31, 2025 there were no restricted stock units outstanding.

For the period ended November 30, 2024, the Company had the following share capital transactions:

i. On November 14, 2024 25,000 restricted share units were converted into shares.
ii. On October 31, 2024 20,000 restricted share units were converted into shares.
iii. 820,000 restricted stock units were granted on December 15, 2023.
iv. 20,000 restricted stock units were granted on February 2, 2024.
v. 200,000 restricted stock units were exercised on April 23, 2024.
vi. 620,000 restricted stock units were forfeited on May 15, 2024.

FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

Assets measured at fair value on a recurring basis were presented on the Company's Statement of Financial Position as at May 31, 2025 are as follows:

	Fair Value Measurements Using
	Quoted Prices in Active Markets For Identical Instruments (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Cash	1,002,036	-	-	1,002,036
Investments	-	-	-	-

Fair value

The fair value of the Company’s financial instruments approximates their carrying value as at May 31, 2025 because of the demand nature or short-term maturity of these instruments.

Financial risk management objectives and policies

(i) Currency risk

The Company’s expenses are denominated in Canadian dollars. The Company’s corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

(ii) Interest rate risk

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

(iv) Liquidity risk

In the management of liquidity risk of the Company, the Company maintains a balance between continuity of funding and flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations.

Additional Risk Factors

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company's business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the Independence Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling, permitting and mine development. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company's financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company's ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company's requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

Exploration and Development

Operational Risks

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

The Company’s development opportunities at the Independence Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the Canada Securities Exchange (“CSE”) under the symbol NEXU, on the Frankfurt Stock Exchange under the trading symbol 6NN and, on the OTCQB under the trading symbol GIDMF. The quotation of the Company’s common shares on the CSE may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s common shares include the following:

(a) The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of common shares; and

(b) The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the common shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are

favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

(a) Increasing the Company’s vulnerability to general adverse economic and industry conditions;
(b) Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;
(c) Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and
(d) Placing the Company at a disadvantage when compared to competitors that have less debt relative to their market capitalization.

Issuance of Debt

Industry Competition and International Trade Restrictions

Governmental Regulation and Policy

Properties May be Subject to Defects in Title

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company's operating activities could impede its ability to raise capital through debt or equity in its business operations. In addition, working capital deficiencies could negatively impact the Company's ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

Insurance

exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance covers the risks to which the Company's activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company's future cash flow, earnings, results of operations and financial condition.

Conflicts of Interest

FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

During the year ended November 30, 2024, there has been no significant change in the Company's internal control over financial reporting since last year.

The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Interim and Year End Filings on SEDAR at www.sedar.com.

NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A and the Company will provide copies upon request.

APPENDIX K – SPINCO AUDITED FINANCIAL STATEMENTS FROM INCORPORATION TO THE QUARTER ENDED MAY 31, 2024

K-1

BLADE RESOURCES INC.

FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCORPORATION ON JANUARY 19, 2024 TO MAY 31, 2024

(Expressed in Canadian dollars)

manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

To the Shareholders and Directors of Blade Resources Inc.

Opinion

We have audited the financial statements of Blade Resources Inc. (the "Company") which comprise:

the statement of financial position as at May 31, 2024;
the statement of comprehensive loss for the period from incorporation on January 19, 2024 to May 31, 2024;
the statement of changes in equity for the period from incorporation on January 19, 2024 to May 31, 2024;
the statement of cash flows for the period from incorporation on January 19, 2024 to May 31, 2024; and
the notes to the financial statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2024, and its financial performance and its cash flows for the period from incorporation on January 19, 2024 to May 31, 2024 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia
July 25, 2025

BLADE RESOURCES INC.
Statement of Financial Position
(Expressed in Canadian dollars)

As at	May 31, 2024
ASSETS
Cash	$ 0.01
TOTAL ASSETS	$ 0.01
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accrued liabilities	$ 124.00
TOTAL LIABILITIES	$ 124.00
Shareholders' Equity
Share Capital (note 4)	$ 0.01
Deficit	(124.00)
TOTAL SHAREHOLDERS' EQUITY	(123.99)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 0.01

Nature of operations and going concern (Note 1)
Subsequent events (Note 6)

Approved and authorized for issue on behalf of the Board on July 25, 2025:

Mike Blady
Director

Joel Leonard
Director

The accompanying notes are an integral part of these financial statements.

BLADE RESOURCES INC.
Statement of Comprehensive Loss
For the period from incorporation on January 19, 2024 to May 31, 2024
(Expressed in Canadian dollars)

	May 31, 2024
Operating Expense	$
Legal fees	124.00
Loss from Operations	124.00
NET AND COMPREHENSIVE LOSS	124.00
BASIC AND DILUTED LOSS PER SHARE	(124.00)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	1

BLADE RESOURCES INC.

Statement of Changes in Equity

For the period from incorporation on January 19, 2024 to May 31, 2024

(Expressed in Canadian dollars)

	Number of common shares #	Share capital $	Reserves $	Accumulated deficit $	Total $
Shares issued for cash (Note 4)	1	0.01	-	-	0.01
Loss for the period	-	-	-	(124.00)	(124.00)
Balance, May 31, 2024	1	0.01	-	(124.00)	(123.99)

The accompanying notes are an integral part of these financial statements.

BLADE RESOURCES INC.
Statement of Cash Flows
For the period from incorporation on January 19, 2024 to May 31, 2024
(Expressed in Canadian dollars)

	May 31, 2024
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss for the period	$ (124.00)
Changes in non-cash working capital items
Accrued liabilities	124.00
Cash used in operating activities	0.00
FINANCING ACTIVITIES
Proceeds from share issuance	0.01
CHANGE IN CASH	0.01
CASH, BEGINNING OF PERIOD	-
CASH, END OF PERIOD	$ 0.01
SUPPLEMENTAL DISCLOSURES
Interest paid	$ -
Income taxes paid	$ -

The accompanying notes are an integral part of these financial statements.

BLADE RESOURCES INC.

Notes to the Financial Statements

For the period from incorporation on January 19, 2024 to May 31, 2024

(Expressed in Canadian dollars)

1. Nature of operations and going concern

Blade Resources Inc. (the "Company") was incorporated on January 19, 2024 pursuant to the provisions of the Business Corporations Act of British Columbia on. The Company's principal activity is the acquisition, exploration and development of mineral properties.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company has limited operating cash flows and is dependent on the continued financial support of its shareholders and access to external financing to meet its ongoing obligations. The Company's ability to continue as a going concern is contingent upon the successful completion of a proposed arrangement with Basin Uranium Corp. ("Basin") and Nexus Uranium Corp. ("Nexus") (Note 6). While the outcome of the Arrangement and future financing is uncertain at this time, management believes that the successful completion of the Arrangement and associated access to capital will enable the Company to continue as a going concern. However, there remains material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

2. Basis of preparation

a) Statement of compliance and functional currency

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These annual financial statements were approved by the board of directors on July 25, 2025.

b) Basis of measurement

These financial statements have been prepared on the historical cost basis. In addition, these financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.

c) Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the functional currency for the Company.

d) Use of estimates and judgments

The preparation of these financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

BLADE RESOURCES INC.
Notes to the Financial Statements
For the period from incorporation on January 19, 2024 to May 31, 2024
(Expressed in Canadian dollars)

3. Material accounting policy information

These financial statements have been prepared using the following accounting policies:

Cash

Cash includes cash on hand.

Share capital

The Company's common shares are classified as equity instruments.

Critical judgments in applying accounting policies

The critical judgments that the Company's management has made in the process of applying the Company's accounting policies with the most significant effect on the amounts recognized in the Company's financial statements are as follows:

Going concern

In preparing these financial statements on a going concern basis, as is disclosed in Note 1 of these financial statements, Management's critical judgment is that the Company will be able to meet its obligations and continue its operations for the next twelve months.

4. Share capital

Authorized share capital: Unlimited common shares without par value.

Issued share capital:

On January 19, 2024, the Company issued one of its common shares to Basin Uranium Corp. ("Basin") for $0.01.

BLADE RESOURCES INC.
Notes to the Financial Statements
For the period from incorporation on January 19, 2024 to May 31, 2024
(Expressed in Canadian dollars)

5. Income taxes

	Period from incorporation to May 31,2024,
Statutory tax rate	27%
Loss for the year before income taxes	$ (124)
Expected income tax recovery	(33)
Change in deferred tax assets not recognized	33
Income tax expense	-

The unrecognized deductible temporary differences are as follows:

	2024
	$
Non-capital losses carried forward	33
Total deferred income tax assets	33
Unrecognized deferred income tax assets	(33)
Net deferred income tax assets	-

The Company has approximately $124 of non-capital losses for tax purposes which may be used to reduce income taxes of future years and will expire from 2044.

Tax attributes are subject to review, and potential adjustment, by tax authorities.

6. Capital management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to complete the plan of arrangement. The Company does not have any externally imposed capital requirements to which it is subject.

10 -

BLADE RESOURCES INC.

Notes to the Financial Statements

For the period from incorporation on January 19, 2024 to May 31, 2024

(Expressed in Canadian dollars)

7. Subsequent events

On June 25, 2025, Basin and Nexus entered into a definitive arrangement agreement (the "Arrangement Agreement"), pursuant to which Nexus will acquire all of the issued and outstanding common shares of Basin by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

Under the terms of the Arrangement, Nexus will issue an aggregate of 30,000,000 common shares to Basin shareholders as consideration for the acquisition.

As part of the Arrangement, Basin will complete a spin-out transaction (the "Spinout") whereby Basin shareholders will receive 3,000,000 common shares of the Company on a pro rata basis (approximately 0.11 shares for each Basin share held). In connection with the Spinout:

Basin will transfer its option to acquire up to a 60% interest in the Carbonate Hosted Gold Project (CHG Property), located in southern British Columbia, to the Company.
Nexus will transfer its interests in the Napoleon Gold Project and the Yukon gold mining quartz claims to the Company in exchange for 2,000,000 common shares of the Company.

The CEO of Nexus was one of the Company's directors from its inception of January 19, 2024 to June 19, 2025 when he ceased to be a director of the Company.

The CFO of Nexus is one of the Company's directors from its inception of January 19, 2024.

11 -

L-1

APPENDIX L– SPINCO MANAGEMENT’S DISCUSSION AND ANALYSIS FROM INCORPORATION TO THE QUARTER ENDED MAY 31, 2024

Blade Resources Inc.
Management’s Discussion and Analysis
For the Period from Incorporation on January 19, 2024 to May 31, 2024
(Expressed in Canadian Dollars)

General

This Management’s Discussion and Analysis (“MD&A”) of Blade Resources Inc. (“Blade” or the “Company”) provides an overview of the Company’s activities, financial condition, and results of operations for the period from incorporation on January 19, 2024 to May 31, 2024. This MD&A should be read in conjunction with the audited financial statements for the same period, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are presented in Canadian dollars unless otherwise stated.

Company Overview

Blade Resources Inc. was incorporated under the Business Corporations Act (British Columbia) on January 19, 2024. The Company is engaged in the acquisition, exploration, and development of mineral properties. As of May 31, 2024, Blade had not commenced commercial operations and had limited financial activity.

The Company’s ability to continue as a going concern is dependent upon the successful completion of a proposed arrangement involving Basin Uranium Corp. (“Basin”) and Nexus Uranium Corp. (“Nexus”), as described in Section 7 below.

Financial Performance

For the period ended May 31, 2024, the Company incurred a net and comprehensive loss of $124. The loss was attributable to legal fees incurred during the incorporation and structuring phase. No revenue was generated during the period.

Item	Amount (CAD)
Legal fees	$124
Net loss	$(124)
Loss per share	$(124)

Financial Position

As at May 31, 2024, the Company’s financial position was as follows:

Item	Amount (CAD)
Cash	$ 0.01

Item	Amount (CAD)
Accrued liabilities	$124.00
Share capital	$ 0.01
Deficit	$(124.00)
Total equity	$(123.99)

The Company's sole asset is nominal cash from the issuance of one common share. The deficit reflects legal expenses incurred.

Cash Flows

During the period, the Company received $0.01 from the issuance of one common share. No operating cash outflows were recorded, as legal expenses were accrued. The ending cash balance was $0.01.

Going Concern

The financial statements have been prepared on a going concern basis. The Company's ability to continue as a going concern is dependent upon:

Completion of the proposed arrangement with Basin and Nexus
Access to external financing
Continued shareholder support

There is material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

Subsequent Events

On June 25, 2025, Basin and Nexus entered into a definitive arrangement agreement whereby:

Nexus will acquire Basin via a statutory plan of arrangement.
Basin shareholders will receive 3,000,000 Blade shares.
Blade will acquire:
Basin’s option to earn a 60% interest in the CHG Property
Nexus’s interests in the Napoleon Gold Project and Yukon quartz claims, in exchange for 2,000,000 Blade shares

These transactions are expected to significantly enhance Blade’s asset base and operational potential.

Capital Management

The Company’s capital structure consists of share capital and accumulated deficit. Blade’s strategy is to:

Preserve capital to support the proposed arrangement
Seek equity or debt financing as needed
Align capital structure with investor expectations and project needs

Accounting Policies and Estimates

The financial statements were prepared using historical cost and accrual accounting. Key judgments include:

Assessment of going concern
Measurement of accrued liabilities

No significant estimates or assumptions were required due to the limited activity during the period.

Outlook

Blade’s future operations are contingent on the successful execution of the arrangement with Basin and Nexus. If completed, Blade will hold interests in multiple mineral properties and be positioned to pursue exploration activities.

Forward-Looking Statements

This MD&A contains forward-looking statements that reflect management’s expectations regarding future events. Actual results may differ materially due to various risks and uncertainties. Readers are cautioned not to place undue reliance on these statements.

Approved by the Board of Directors

Blade Resources Inc. July 31, 2025

L-3

M-1

APPENDIX M – AUDITED CARVE-OUT FINANCIAL STATEMENTS FOR THE SPINOUT ASSETS AS AT MAY 31, 2024 AND 2023.

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

CARVE-OUT FINANCIAL STATEMENTS

FOR THE YEARS ENDED MAY 31, 2024 AND 2023

(Expressed in Canadian dollars)

manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

INDEPENDENT AUDITORS' REPORT

To the Directors of Carbonate Hosted Gold Property of Basin Uranium Corp.

Opinion

We have audited the carve-out financial statements of Carbonate Hosted Gold Property (the "CHG Property") of Basin Uranium Corp. which comprise:

the carve-out statements of financial position as at May 31, 2024 and 2023;
the carve-out statements of comprehensive loss for the years then ended;
the carve-out statements of changes in equity for the years then ended;
the carve-out statements of cash flows for the years then ended; and
the notes to the carve-out financial statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying carve-out financial statements of the CHG Property present fairly, in all material respects, the carve out financial position of the Company as at May 31, 2024 and 2023, and its carve-out financial performance and its carve-out cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

Independence

We are independent of the CHG Property in accordance with the ethical requirements that are relevant to our audits of the carve-out financial statements of CHG Property in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying carve-out financial statements of the CHG Property, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the CHG Property's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information.

Our opinion on the carve-out financial statements of Carbonate Hosted Gold Property of Basin Uranium Corp does not cover the other information, and we do not express any form of assurance conclusion thereon.

In connection with our audits of the carve-out financial statements of Carbonate Hosted Gold Property of Basin Uranium Corp., our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the carve-out financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Carve-out Financial Statements

Management is responsible for the preparation and fair presentation of the carve-out financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of carve-out financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the carve-out financial statements., management is responsible for assessing the CHG Property's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the CHG Property or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the CHG Property's financial reporting process.

Auditors' Responsibilities for the Audit of the Carve-out Financial Statements

Our objectives are to obtain reasonable assurance about whether the carve-out financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these carve out financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the carve out financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the CHG Property's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the carve-out financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the CHG Property to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the carve-out financial statements, including the disclosures, and whether the carve-out financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia
July 25, 2025

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.
Carve-Out Statements of Financial Position
(Expressed in Canadian dollars)

As at	May 31, 2024	May 31, 2023
ASSETS
Exploration and evaluation assets (Note 5)	$ 474,702	$ 404,000
Prepaid expense	2,022	-
TOTAL ASSETS	$ 476,724	$ 404,000
EQUITY
Net investment by Basin Uranium Corp	$ 476,724	$ 404,000
TOTAL EQUITY	$ 476,724	$ 404,000

Arrangement Agreement (Note 1)
Nature of Operations (Note 2)

Approved and authorized for issue on behalf of the Board on July 25, 2025:

“Mike Blady” Director
“Desmond Balakrishnan” Director

The accompanying notes are an integral part of these carve-out financial statements.

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.
Carve-out Statements of Comprehensive Loss
For the years ended May 31, 2024 and 2023
(Expressed in Canadian dollars)

	May 31, 2024	May 31, 2023
EXPENSES
Insurance	$ 954	$ 1,810
Management fees (Note 9)	24,333	25,919
Office and miscellaneous	606	501
Professional fees	21,526	22,968
Rent	2,604	3,356
Share based compensation (Note 9)	41,533	3,423
Transfer agent and filing fees	7,047	8,152
Travel	4,625	1,472
LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	$ 103,228	$ 67,601

The accompanying notes are an integral part of these carve-out financial statements.

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.
Carve-out Statements of Changes in Equity
For the years ended May 31, 2024 and 2023
(Expressed in Canadian dollars)

Balance, May 31, 2022	$ -
Investment by Basin Uranium Corp.	471,601
Net loss	(67,601)
Balance, May 31, 2023	404,000
Investment by Basin Uranium Corp.	175,952
Net loss	(103,228)
Balance, May 31, 2024	476,724

The accompanying notes are an integral part of these carve-out financial statements.

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.
Carve-out Statements of Cash Flows
For the years ended May 31, 2024 and 2023
(Expressed in Canadian dollars)

	May 31, 2024	May 31, 2023
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss for the year	$ (103,228)	$ (67,601)
Prepaid expenses	(2,022)
Cash used in operating activities	(105,250)	(67,601)
INVESTING ACTIVITIES
Mineral property expenditure	(70,702)	(404,000)
FINANCING ACTIVITIES
Net investment by Basin Uranium Corp.	175,952	471,601
CHANGE IN CASH	-	-
CASH, BEGINNING OF YEAR	-	-
CASH, END OF YEAR	$ -	$ -
SUPPLEMENTAL DISCLOSURES
Interest paid	$ -	$ -
Income taxes paid	$ -	$ -

The accompanying notes are an integral part of these carve-out financial statements.

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

1. ARRANGEMENT AGREEMENT

On June 25, 2025, Basin Uranium Corp. ("Basin") and Nexus Uranium Corp. ("Nexus") entered into a definitive arrangement agreement (the "Arrangement Agreement") dated June 25, 2025. Pursuant to the Arrangement Agreement, Nexus will acquire all of the issued and outstanding common shares of Basin by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

Under the terms of the Arrangement, Nexus will issue an aggregate of 30,000,000 common shares of Nexus to Basin shareholders as consideration for the acquisition.

As part of the Arrangement, Basin will also effect a spin-out transaction (the "Spinout") whereby Basin shareholders will receive 3,000,000 common shares of Blade Resources Inc. ("SpinCo"), a wholly owned subsidiary of Basin, on the basis of approximately 0.11 SpinCo share for each Basin share held. Basin will transfer its option to acquire up to a 60% interest in the Carbonate Hosted Gold Property (the "CHG Property"), located in southern British Columbia, to SpinCo. Additionally, Nexus will transfer its interests in the Napoleon Gold Project and the Yukon gold mining quartz claims to SpinCo in exchange for 2,000,000 SpinCo shares. The shares of SpinCo will be distributed directly to Basin shareholders.

SpinCo intends to pursue a public listing on a recognized Canadian stock exchange and become a reporting issuer in British Columbia, Alberta, and Ontario.

The purpose of the Arrangement is to reorganize Basin's business into two distinct entities:

Nexus Uranium Corp., which will hold an expanded portfolio of uranium exploration assets in Canada and the United States, including the resource-stage Chord Project in South Dakota, the Mann Lake and Cree East projects in the Athabasca Basin of Saskatchewan, and additional exploration-stage projects in Utah and Wyoming; and
SpinCo, which will hold a portfolio of gold-focused exploration assets, including the CHG Property, the Napoleon Gold Project, and the Yukon gold mining quartz claims.

Completion of the Arrangement is subject to the approval of Basin shareholders at a special meeting, approval from the Supreme Court of British Columbia, approval from the Canadian Securities Exchange, and the satisfaction of customary closing conditions. The Arrangement is also subject to receipt of a fairness opinion to be provided by Evans & Evans Inc. to Basin's special committee of independent directors.

Following the completion of the Arrangement, SpinCo will operate independently from Nexus and will pursue further exploration and advancement of its gold-focused assets.

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

2. NATURE OF OPERATIONS

These carve-out financial statements comprise Carbonate Hosted Gold Property of Basin Uranium Corp (the "CHG Property") and related exploration activities, which, as part of the proposed Arrangement will be transferred to SpinCo by Basin.

These carve-out financial statements have been prepared on the basis of accounting principles applicable to a going concern, which presume that the CHG Property will realize its assets and discharge its liabilities in the normal course of business for at least the next twelve months. The CHG Property has experienced losses and negative cash flows from operations since incorporation. As at May 31, 2024, the CHG Property had not yet generated revenues and had an accumulated deficit of $661,384. These factors indicate the existence of a material uncertainty that casts significant doubt about the CHG Property's ability to continue as a going concern.

The CHG Property's ability to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent upon the discovery of economically recoverable reserves, the ability of the CHG Property to obtain necessary financing to complete their development, and future profitable production or proceeds from the disposition of its resource property interests. The timing and availability of additional financing will be determined largely by the performance of the CHG Property and market conditions and there is no certainty that the Entity will be able to raise funds as they are required in the future.

These carve-out financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate for these carve-out financial statements, then adjustments would be necessary to reflect these carve-out financial statements on a liquidation basis which could differ from accounting principles applicable to a going concern.

3. MATERIAL ACCOUNTING POLICIES

a) Statement of compliance

These carve-out financial statements have been prepared applying principles in accordance with IFRS Accounting Standards ("IFRS") and their interpretations adopted by the International Accounting Standards Board ("IASB").

The carve-out financial statements were approved by the Board of Directors of CHG Property on July 25, 2025.

b) Basis of measurement

The carve-out financial statements have been prepared on the historical cost basis, except for financial instruments which are measured at fair value, as explained in the accounting policies set out below. In addition, these carve-out financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The accounting policies set out below have been applied consistently to all periods presented in these carve-out financial statements.

The purpose of these carve-out financial statements is to provide general purpose historical financial information of the CHG Property in connection with the Arrangement detailed in Note 1. Therefore, these carve-out financial statements present the historical financial information of CHG Property of Basin that make up the CHG Property, either fully, or partially, where only specifically identifiable assets and liabilities are included, and allocations of shared income and expenses of Basin that are attributable to the CHG Property.

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

b) Basis of measurement (continued)

The basis of preparation for the carve-out statements of financial position, comprehensive loss, cash flows and changes in equity of the CHG Property have been applied. The carve-out financial statements have been extracted from historical accounting records of Basin with estimates used, when necessary, for certain allocations as follows:

The carve-out statements of financial position reflect the assets and liabilities recorded by Basin which have been assigned to the CHG Property on the basis that they are specifically identifiable and attributable to the CHG Property;
The carve-out statements of comprehensive loss included an allocation of Basin's expenses incurred in each of the periods presented based on the percentage of activity on the carve-out exploration and evaluation assets, compared to the expenditures incurred on all of Basin's activities and based on specifically identifiable activities attributable to the CHG Property.
Income taxes have been calculated as if the CHG Property had been a separate legal entity and had filed separate tax returns for the period presented.

Management cautions readers of these carve-out financial statements that the CHG Property's results do not necessarily reflect what the results of operations, financial position, or cash flows would have been had the CHG Property been a separate entity. Further, the allocation of income and expense in these carve-out statements of comprehensive loss does not necessarily reflect the nature and level of the CHG Property's future income and operating expenses. Basin's investment in the CHG Property, presented as equity in these carve-out financial statements, includes the accumulated total loss and comprehensive loss of the CHG Property.

c) Functional and presentation currency

These carve-out financial statements have been presented using the Canadian dollar as the functional currency and the presentation currency.

d) Mineral properties

e) Impairment of non-financial assets

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

e) Impairment of non-financial assets (continued)

f) Reclamation provisions

The Entity recognizes a provision for statutory, contractual, constructive or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral properties, plant and equipment. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and risks specific to the liability.

Additional environment disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the year in which they occur. The CHG Property has no material restoration, reclamation, rehabilitation or environmental obligation as the disturbance to date is minimal.

11 -

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of these carve-out financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These carve-out financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant accounting estimates and judgements

i. the assessment of impairment of the CHG Property's exploration and evaluation assets and related determination of the net realizable value and write-down of the exploration and evaluation assets where applicable.
ii. the assessment of the CHG Property's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.
iii. Basis of allocation of expenses
iv. the recoverability and measurement of deferred tax assets.

5. EXPLORATION AND EVALUATION ASSETS

For the year ended May 31, 2024 and 2023, Exploration expenditures related to the acquisition and exploration of mineral properties consisted of:

Acquisition Costs:
Balance, May 31, 2022	$ -
Acquisition costs	29,000
Balance, May 31, 2023 and 2024	29,000
Exploration Costs:
Balance, May 31, 2022	$ -
Drilling & assays	375,000
Balance, May 31, 2023	375,000
Field expenses	70,702
Balance, May 31, 2024	445,702
Total, May 31, 2023	$ 404,000
Total, May 31, 2024	$ 474,702

12 -

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

On March 23, 2020, Basin Uranium Corp. (formerly Black Shield Metals Corp.) entered into a property option agreement (the "Option Agreement") with Cariboo Rose Resources Ltd. ("Cariboo"), whereby Basin was granted the exclusive right and option to acquire up to a 70% interest in the CHG Property, a gold exploration project located in the Clinton Mining District of British Columbia.

Under the original terms of the Option Agreement, Basin could earn an initial 60% interest in the property by completing total exploration expenditures of $1,500,000 and making total cash payments of $300,000 to Cariboo over a 66-month period in accordance with the following schedule:

Payment Period	Expenditures	Cash Payment	Status
	$	$
Closing Date	-	20,000	Paid
On or before October 29, 2021	100,000	30,000	Paid
On or before October 29, 2022	200,000	30,000	Amended
On or before October 29, 2023	300,000	70,000	Amended
On or before October 29, 2024	400,000	70,000	Amended
On or before October 29, 2025	500,000	80,000	Amended
Total	1,500,000	285,000

Upon exercise of the option, Basin would grant to Cariboo a 0.5% net smelter return royalty on the CHG Property.

Additionally, Basin could earn an additional 10% interest (for a total 70% interest) by making additional cash payments totaling $500,000 and completing a feasibility study within the timelines stipulated in the agreement.

Amending Agreements

On November 9, 2022, the Company and Cariboo, amended the option terms as follows:

Payment Period	Expenditures	Cash Payment	Share Issuance	Status
	$	$	$
Closing Date	-	20,000		Paid
On or before October 29, 2021	100,000	30,000		Paid and incurred
On or before November 15, 2022	-	15,000	100,000	Paid and issued
On or before March 30, 2023	100,000	-	-	Incurred
On or before September 30, 2023	100,000	70,000	-	Incurred, amended
On or before September 30, 2024	500,000	70,000	-	Amended
On or before September 30, 2025	700,000	80,000	-	Amended
Total	1,500,000	285,000	100,000

On February 5, 2025, Basin and Cariboo executed an amending agreement to revise the terms of the Option Agreement. The amendments provided for a revised payment and expenditure schedule, reduced the total required exploration expenditures to $1,000,000, and reduced the total cash payments to $110,000, with an additional $110,000 payable in cash or share equivalents at Basin's option. The amended schedule also acknowledged prior expenditures and payments made by Basin and provided for the potential assignment of the Option Agreement to a wholly owned subsidiary of Basin (the "SpinCo") in connection with a proposed listing of SpinCo on the TSX Venture Exchange. The amended terms are as follows:

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

EXPLORATION AND EVALUATION ASSETS (continued)

Payment Period	Expenditures	Cash Payment	Cash or Share Equiv.	Status
	$	$	$ / #
Signing of this Amending Agreement	-	-	20,000	Paid – subsequent to May 31, 2024
Listing of SpinCo on the TSX Venture Exchange	-	10,000	-	Not Paid
December 31, 2025	100,000	15,000	15,000	Amended
December 31, 2026	250,000	15,000	20,000	Amended
December 31, 2027	250,000	20,000	25,000	Amended
December 31, 2028	400,000	50,000	30,000	Amended
Total	1,000,000	110,000	110,000

On May 29, 2025, a further amending agreement was executed, which revised the payment schedule and extended certain deadlines. The amendment maintained the reduced expenditure and payment commitments and further clarified that if the SpinCo listing does not occur by December 31, 2027, the option may still be exercised provided all other commitments under the amended agreement are satisfied.

Cariboo provided consent to the assignment of the Option Agreement to SpinCo under both amendments.

Current Status

As of the date of these carve-out financial statements, Basin has incurred cumulative qualifying expenditures and cash payments that are credited toward the amended option terms. SpinCo will continue to advance the CHG Property and satisfy the remaining commitments under the amended option agreements.

FINANCIAL RISK

Financial risk management objectives and policies

The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

(i) Currency risk

The CHG Property's expenses are denominated in Canadian dollars. The CHG Property's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

The principal business of the CHG Property is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. At May 31, 2024, The CHG Property is not exposed to interest rate risk.

14 -

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

6. FINANCIAL RISK (continued)

(iii) Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. There are no financial instruments that potentially subject the CHG Property to concentrations of credit risks.

(iv) Liquidity risk

In the management of liquidity risk of the CHG Property, management maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the CHG Property's projects and operations.

7. NET INVESTMENT BY BASIN URANIUM CORP.

Basin's investment in the operations of the CHG Property is presented as net investment by Basin Uranium Corp. in the carve-out financial statements.

Net financing transactions with Basin as presented in the carve-out statements of cash flows represents the net investment related to the funding of operations between the CHG Property and Basin.

8. CAPITAL MANAGEMENT

The CHG Property does not currently maintain cash balances or working capital as all financial resources, including cash management, were historically controlled and administered by Basin Uranium Corp. ("Basin"). Basin did not allocate capital specifically to the CHG Property during the periods ended May 31, 2024 and 2023. As such, the carve-out financial statements do not reflect any cash or working capital balances.

Following the completion of the proposed spin-out transaction and the distribution of shares of Blade Resources Inc. ("SpinCo") to Basin's shareholders, SpinCo will seek to raise capital independently to finance ongoing exploration and development activities at the CHG Property. Management anticipates that future working capital and capital resources will be sourced through equity financings and other potential funding arrangements available to SpinCo as a standalone entity.

The exploration and evaluation assets in which the CHG Property currently has an interest are in the exploration stage; as such, the CHG Property is dependent on Basin's external financing, primarily equity financing, to fund its activities. There can be no assurance that Basin will be able to continue to raise capital in this manner. To carry out the planned exploration and fund administrative costs, Basin will raise additional amounts as needed. The CHG Property will continue to assess new properties and business opportunities and seek to acquire an interest in additional properties or businesses if it believes there is sufficient geologic and economic potential and if it has adequate financial resources to do so.

There were no changes to the CHG Property's approach to capital management during the year. The CHG Property is not subject to externally imposed capital requirements.

9. RELATED PARTY BALANCES AND TRANSACTIONS

15 -

CARBONATE HOSTED GOLD PROPERTY OF BASIN URANIUM CORP.

Notes to the Carve-out Financial Statements

For the years ended May 31, 2024 and 2023

(Expressed in Canadian dollars)

9. RELATED PARTY BALANCES AND TRANSACTIONS (continued)

The CHG Property has incurred the following key management personnel cost from related parties:

	Year ended May 31, 2024		Year ended May 31, 2023
Exploration costs	$	-	$	375,000
Management fees		24,333		25,919
Share based compensation		20,532		3,423
Total	$	44,865	$	404,342

Key management includes directors and key officers of the CHG Property, including the President, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").

As of May 31, 2023, Exploration and Evaluation assets includes $375,000 (2024 - $Nil) representing payments made to a company in which the CEO of Basin previously held a directorial position.

10. INCOME TAXES

If CHG Property had prepared tax returns as a standalone entity, it would have had losses carried forward of approximately $126,000 (2023 - $64,000) available to reduce income taxes in future years which begin to expire from 2043.

The CHG Property has not recognized the benefit of any deferred income tax assets in these financial statements.

The following table reconciles the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

	Year ended May 31, 2024	Year ended May 31, 2023
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	(27,872)	(18,252)
Effect of income taxes of:
Permanent differences and other	11,214	924
Change in deferred tax assets not recognized	16,658	17,328
Deferred income tax recovery	-	-

The temporary differences that give rise to significant portions of the deferred tax assets not recognized are presented below:

	Year ended May 31, 2024	Year ended May 31, 2023
Non-capital loss carry forwards	33,986	17,328
Mineral properties	38,136	38,136
Deferred tax assets not recognized	(72,122)	(55,464)
	-	-

APPENDIX N – NEXUS PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

NEXUS URANIUM CORP.

Pro Forma Consolidated Financial Statements
(Unaudited – Expressed in Canadian Dollars)

N-1

	Nexus Uranium Corp.	Basin Uranium Corp.	Pro Forma Adjustments	Notes	Pro Forma Consolidated Balance
As at	February 28, 2025	February 28, 2025
	$	$	$		$
ASSETS
CURRENT ASSETS
Cash	2,059,875	667,158	325	3d	2,949,789
			222,431	3d
Receivables and other assets	52,360	35,976	-		88,336
Prepaid expenses	21,707	-	-		21,707
	2,133,942	703,134	222,756		3,059,832
NON-CURRENT ASSETS
Exploration and evaluation assets	10,441,399	2,354,190	(474,702)	3b	8,650,474
			(3,670,413)	3c
Investment in Blade Resources Ltd.	-	-	316,468	3c	316,468
Goodwill	-	-	971,184	3d	971,184
TOTAL ASSETS	12,575,341	3,057,324	(2,634,707)		12,997,958
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	30,010	103,806	-		133,816
	30,010	103,806	-		133,816
SHAREHOLDERS' EQUITY
Share capital	30,239,715	13,719,189	3,450,000	2	33,689,715
			(13,244,487)	3a
			(474,702)	3a
Reserves	2,160,317	1,357,520	(1,357,520)	3a	2,160,317
Accumulated deficit	(19,854,701)	(12,123,191)	12,123,191	3a	(22,985,890)
			(3,353,945)	3a
			325	3d
			222,431	3d
	12,545,331	2,953,518	(2,634,707)		12,864,142
TOTAL LIABILITIES AND SHAREHOLDER EQUITY	12,575,341	3,057,324	(2,634,707)		12,997,958

N-2

Nexus Uranium Corp.

Pro Forma Consolidated Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian dollars)

	Nexus Uranium Corp.	Basin Uranium Corp.	Pro Forma Adjustments	Notes	Pro Forma Consolidated Balance
For the three month period ended	February 28, 2025	February 28, 2025
	$	$	$	$	$
OPERATING EXPENSES
Advertising	6,375	3,000	(4)	3d	9,371
Consulting fees	22,500	24,768	(33)	3d	47,235
Insurance	3,125	1,625	(2)	3d	4,748
Management fees	56,610	99,000	(134)	3d	155,476
Office	35,495	2,551	(3)	3d	38,043
Professional fees	47,794	99,126	(134)	3d	146,786
Regulatory and listing fees	18,274	7,463	(10)	3d	25,727
Rent	3,810	4,286	(6)	3d	8,090
Share based compensation	282,246	-			282,246
NET OPERATING LOSS	476,229	241,819	(326)		717,722
OTHER ITEMS
Interest income	6,929	600	1	3d	7,528
Unrealized loss on adjustment to fair market value	(85,500)	-			(85,500)
Gain on sale of marketable securities	54,010	-			54,010
Option payments received	15,000	-			15,000
Loss on transfer of assets to Blade Resources Ltd.	-	-	(3,353,945)	3c	(3,353,945)
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD	485,790	241,219	(3,353,620)		4,080,629

N-3

Nexus Uranium Corp.

Pro Forma Consolidated Statements of Financial Position

(Unaudited - Expressed in Canadian dollars)

	Nexus Uranium Corp.	Basin Uranium Corp.	Pro Forma Adjustments	Notes	Pro Forma Consolidated Balance
For the year ended	November 30, 2024	November 30, 2024
	$	$	$	$	$
OPERATING EXPENSES
Advertising	2,142,659	860,463	(104,555)	3d	2,898,567
Consulting fees	150,337	278,753	(33,871)	3d	395,219
Insurance	12,500	8,461	(1,028)	3d	19,933
Management fees	228,365	215,000	(26,125)	3d	417,240
Office	25,795	27,217	(3,307)	3d	49,705
Professional fees	264,604	129,131	(15,691)	3d	378,044
Regulatory and listing fees	43,627	55,262	(6,715)	3d	92,174
Rent	24,762	14,853	(1,805)	3d	37,810
Share based compensation	1,093,002	191,049	(23,214)	3d	1,260,837
Travel	-	50,362	(6,120)	3d	44,242
NET OPERATING LOSS	3,985,651	1,830,551	(222,431)		5,593,771
OTHER ITEMS
Interest income	23,260	1,829			25,089
Unrealized gain (loss) on adjustment to fair market value	85,500	(42,000)			43,500
Gain on sale of marketable securities	4,880	81,410			86,290
Loss on disposition of exploration and evaluation asset	(8,608,494)	-			(8,608,494)
Impairment of exploration and evaluation asset	(182,273)	(5,265,346)			(5,447,619)
LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	12,662,778	7,054,658	(222,431)		19,495,005

LEGAL_46935334.10

Nexus Uranium Corp.

Pro Forma Consolidated Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian dollars)

1. BASIS OF PRESENTATION

The unaudited pro forma consolidated financial statements have been prepared by the management of Nexus Uranium Corp. ("Nexus" or the "Company") for inclusion in the Information Circular of Basin Uranium Corp. ("Basin") in connection with the proposed acquisition of Basin by Nexus (the "Transaction"), as described in Note 2.

The unaudited pro forma consolidated statement of financial position has been prepared as if the Transaction had occurred on February 28, 2025. The unaudited pro forma consolidated statements of loss and comprehensive loss for the year ended November 30, 2024, have been prepared as if the Transaction had occurred on December 1, 2023. The unaudited pro forma consolidated statements of loss and comprehensive loss for the three months ended February 28, 2025, have been prepared as if the Transaction had occurred on December 1, 2024.

These unaudited pro forma consolidated financial statements of the Company have been compiled from and include:

a) An unaudited pro forma consolidated statement of financial position as at February 28, 2025, combining the unaudited consolidated interim statement of financial position of Nexus as at February 28, 2025 with the unaudited consolidated interim statement of financial position of Basin as at February 28, 2025, after giving effect to the acquisition of Basin and the transfer of assets to Blade Resources Inc. ("Spinco"), a company formed to hold the spinout assets of both Nexus and Basin.

b) An unaudited pro forma consolidated statement of loss and comprehensive loss for the year ended November 30, 2024, combining the audited consolidated statement of loss and comprehensive loss of Nexus for the year ended November 30, 2024 and the derived consolidated statement of loss and comprehensive loss of Basin for the twelve months ended November 30, 2024.

c) An unaudited pro forma consolidated statement of loss and comprehensive loss for the three months ended February 28, 2025, combining the unaudited consolidated interim statement of loss and comprehensive loss of Nexus for the three months ended February 28, 2025 and the unaudited consolidated interim statement of loss and comprehensive loss of Basin for the same period.

The unaudited pro forma consolidated financial statements should be read in conjunction with the respective financial statements and related notes of Nexus and Basin included or incorporated by reference in the Information Circular and available on SEDAR+.

The accounting policies used in the preparation of these unaudited pro forma consolidated financial statements are consistent with those disclosed in the audited consolidated financial statements of Nexus for the year ended November 30, 2024.

These unaudited pro forma consolidated financial statements have been prepared for illustrative purposes only and are not intended to be indicative of the results that would have actually occurred, or the results that may occur in the future, had the events reflected herein occurred on the dates indicated. Actual amounts recorded in the consolidated financial statements of Nexus following

N-5

Nexus Uranium Corp.
Pro Forma Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian dollars)

the completion of the Transaction will likely differ from the amounts presented in these pro forma financial statements.

2. TRANSACTION DESCRIPTION

On June 25, 2025, Nexus Uranium Corp., Basin Uranium Corp., and Blade Resources Inc. (“Spinco”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Nexus agreed to acquire all of the issued and outstanding common shares of Basin by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”).

Under the terms of the Transaction, Nexus will acquire all of the outstanding common shares of Basin in exchange for 30,000,000 common shares of Nexus (the “Consideration Shares”). The Transaction is subject to shareholder approval by Basin shareholders, court approval under the BCBCA, and other customary closing conditions. Following completion of the Transaction, Basin will become a wholly owned subsidiary of Nexus, and the shareholders of Basin will collectively hold a significant equity interest in the resulting issuer.

2. TRANSACTION DESCRIPTION (Continued)

In connection with the Transaction, a spinout transaction is being completed whereby certain non-core assets of both Nexus and Basin are being transferred to Blade Resources Inc. (“Spinco”), a wholly owned subsidiary of Basin incorporated for the purpose of completing the spinout. Specifically:

Basin transferred its CHG uranium property to Spinco in consideration for 3,000,000 common shares of Spinco.
Nexus transferred its Napoleon and Yukon exploration properties to Spinco in exchange for 2,000,000 common shares of Spinco.

The shares of Spinco will be distributed to the existing shareholders of Basin immediately prior to the effective time of the Transaction, on the basis of one Spinco share for every 0.11 Basin shares held. Following completion of the spinout and Transaction, Basin will not retain any interest in Spinco, which will operate as a separate entity focused on the exploration and advancement of the transferred assets.

The Transaction is accounted for as a business combination under IFRS 3 – Business Combinations, with Nexus identified as the accounting acquirer and Basin as the acquiree. As such, the consolidated financial statements of Nexus will reflect the acquisition of Basin and its assets and liabilities at fair value as at the acquisition date. The CHG, Napoleon, and Yukon properties, having been transferred to Spinco in connection with the Transaction, are not included in the consolidated assets of the resulting issuer.

N-6

Nexus Uranium Corp.

Pro Forma Consolidated Statements of Financial Position

(Unaudited - Expressed in Canadian dollars)

The preliminary purchase price allocation is summarized as follows:

	Amounts
Fair value of common shares issued	$ 3,450,000
Cash	667,158
Accounts receivable	35,976
Exploration and evaluation assets	1,879,488
Accounts payable and accrued liabilities	(103,806)
Goodwill on acquisition	971,184

Nexus issued 30,000,000 common shares at $0.115 per share as consideration for the acquisition of Basin, resulting in a total purchase price of $3,450,000. The net assets acquired from Basin (after excluding the CHG property) had a book value of $2,478,816, resulting in goodwill of $971,184.

In connection with the Transaction, all outstanding options of Basin were exchanged for economically equivalent options to purchase common shares of Nexus, with the number and exercise price adjusted in accordance with the exchange ratio. As the replacement options did not result in any incremental fair value being granted to the holders, no amount was included in the purchase price for accounting purposes under IFRS 3.

All outstanding Basin warrants were assumed by Nexus on the same terms and conditions, with each warrant entitling the holder to receive Nexus common shares upon exercise. As no new value was transferred and the terms were unmodified, the fair value of the assumed warrants was not included in the purchase consideration.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. On the acquisition date, the potential benefit of these losses and deductible temporary differences in excess of the deferred tax liabilities have not been recognized as it is not considered probable that sufficient future taxable income will allow the deferred tax assets to be recovered.

3. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

The following are the pro forma assumptions and adjustments relating to the Transaction:

A. Elimination of Basin's Equity

Basin's historical share capital of $13,719,189, reserves of $1,357,520, and accumulated deficit of $12,123,191 were eliminated on consolidation. The difference of $474,702, representing the value of the CHG property transferred to Spinco, was recognized as a charge to equity.

Nexus Uranium Corp.
Pro Forma Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian dollars)

B. Spinout of CHG Property (Basin)
The CHG uranium property, with a carrying value of $474,702, was transferred to Spinco. This amount was removed from Basin’s exploration and evaluation assets and recognized as a distribution from equity.

C. Sale of Napoleon and Yukon Properties from Nexus
Nexus transferred its Napoleon and Yukon properties to Spinco in exchange for 2,000,000 Spinco shares. The carrying value of the properties was $3,670,413. Based on the implied fair value of $0.1582 per Spinco share which represents the Basin received for the transfer of CHG, Nexus received consideration valued at $316,468. A loss on transfer of $3,353,945 was recognized, and an investment in Spinco was recorded on the pro forma balance sheet at $316,468.

D. Income Statement Adjustments

Year Ended November 30, 2024
- The income statements of Nexus and Basin were combined line-by-line.
- A full-year equivalent for Basin was derived using its quarterly results for the periods ended August 31, 2023 and November 30, 2023, combined with results from its year ended May 31, 2024.
- Expenses related to the CHG, property were excluded to reflect the fact that these assets were spun out and are not part of the continuing operations of the combined company. Management determined the Company did not incur any expenditures during the year ended November 30, 2024 on the Napoleon and Yukon properties.
- No loss on transfer of assets was recorded in the pro forma income statement for this period, as the spinout occurred after November 30, 2024.

Three Months Ended February 28, 2025
- The results of Nexus and Basin for the three-month period ended February 28, 2025 were combined line-by-line.
- A non-recurring loss on the transfer of mineral properties to Spinco totaling $3,353,945 was recorded as an adjustment to reflect the disposal of Nexus’s Napoleon and Yukon properties.
- Expenses related to the CHG property were excluded as these assets were transferred to Spinco as part of the Transaction. Management determined the Company did not incur any expenditures during the three months ended February 28, 2025 on the Napoleon and Yukon properties.

PRO FORMA SHAREHOLDERS’ EQUITY
The following table summarizes the pro forma share capital of the Resulting issuer as at February 28, 2025:

N-8

Nexus Uranium Corp.

Pro Forma Consolidated Statements of Financial Position

(Unaudited - Expressed in Canadian dollars)

	Number of Shares	Share Capital
		$
Nexus common shares outstanding	40,889,102	30,239,715
Shares issued to Basin shareholders (30,000,000 @ $0.115)	30,000,000	3,450,000
Pro forma share capital of Nexus	70,889,102	33,689,715

5. CONSTRUCTION OF 12-MONTH INCOME STATEMENT FOR BASIN

To provide comparative information on a 12-month basis for Basin, the accompanying pro forma 12-month Income Statement has been derived using the following methodology:

Starting with the Income Statement for the year ended May 31, 2024.
Adding the 6-month Income Statement for the period ended November 30, 2024.
Subtracting the 6-month Income Statement for the period ended November 30, 2023.

	Year-ended May 31, 2024	Six-months ended November 30, 2024	Six-months ended November 30, 2023	Year-ended November 30, 2024
OPERATING EXPENSES	$	$	$	$
Advertising	993,233	45,874	(178,644)	860,463
Consulting	179,430	134,323	(35,000)	278,753
Insurance	7,274	3,250	(2,063)	8,461
Management fees	185,500	108,000	(78,500)	215,000
Office	4,620	23,636	(1,039)	27,217
Professional fees	164,103	5,418	(40,390)	129,131
Regulatory and listing fees	53,725	14,769	(13,232)	55,262
Rent	19,853	7,143	(12,143)	14,853
Share based compensation	316,626	-	(125,577)	191,049
Travel	35,258	16,469	(1,365)	50,362
NET OPERATING LOSS OTHER ITEMS	1,959,622	358,882	(487,593)	1,830,551
Interest income	2,718	1,666	(2,555)	1,829
Unrealized gain (loss) on adjustment to fair market value	-	-	(42,000)	(42,000)
Gain on sale of marketable securities	81,410	-	-	81,410
Impairment of exploration and evaluation asset	(5,265,346)	-	-	(5,265,346)

Nexus Uranium Corp.
Pro Forma Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian dollars)

| LOSS AND
COMPREHENSIVE
LOSS FOR THE YEAR | (7,140,840) | 357,216 | (443,398) | (7,054,658) |
| --- | --- | --- | --- | --- |

6. INCOME TAXES

The pro forma effective tax rate that will be applicable to the operations of the Company is 27%.

N-10

APPENDIX O - SPINCO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

O-1

BLADE RESOURCES INC.
PRO FORMA FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian dollars)

BLADE RESOURCES INC.

Pro Forma Statement of Financial Position
(Expressed in Canadian dollars)

As at February 28, 2025	Pre-Spin Out Blade Resources Inc.	Effect of Spin Out		Post-Spin Out Blade Resources Inc.
		Basin Uranium	Nexus Uranium
ASSETS
Current assets
Cash	-	-	-	-
Total current assets	-	-	-	-
Exploration and evaluation asset (note 3)	-	474,702	316,468	791,170
Total long term assets	-	474,702	316,468.	791,170
TOTAL ASSETS	-	474,702	316,468	791,170
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (note 6)	-	-	-	-
Total liabilities	-	-	-	-
SHAREHOLDERS' EQUITY
Share Capital	-	-	-	-
Contributions from Basin Carve out	-	474,702	-	474,702
Contributions from Nexus	-	-	316,468	316,468
Deficit	-	-	-	-
TOTAL SHAREHOLDERS' EQUITY	-	474,702	316,468	791,170
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	-	474,702	316,468	791,170

Nature of Operations (Note 1)
Basis of Preparation (Note 2)

Approved and authorized for issue on behalf of the Board on July 30, 2025.

Blade Resources Inc.

Pro Forma Financial Position Notes

As at February 28, 2025

1. Nature of Operations and Arrangement

Blade Resources Inc. ("Blade" or the "Company") was formed to acquire and operate gold exploration assets in Canada. On February 28, 2025, Blade completed a spin-out transaction involving the issuance of shares to Basin Uranium Corp. ("Basin") and Nexus Uranium Corp. ("Nexus") in exchange for mineral property interests and historical carve-out financial activity:

Blade issued 3,000,000 common shares to Basin Shareholders in exchange for Basin's transfer of its option to acquire an up to 60% interest in the Carbonate Hosted Gold project (the "CHG Project"), a gold project located in southern British Columbia.
Blade issued 2,000,000 common shares to Nexus in exchange for the Napoleon gold project which is comprised of 1,281 hectares in the Kamloops Mining Division in British Columbia and 100% interest in the Yukon gold mining quartz mining claims.

The transaction was accounted for as a share-based payment under IFRS 2 – Share-based Payments, as the shares were issued to acquire identifiable net assets from related and third-party entities.

2. Basis of Preparation

These financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), including IFRS 2, and are presented in Canadian dollars. The financial statements reflect a Pro Forma basis of accounting, presenting the consolidated financial position of the Blade Spin-out.

3. Exploration and Evaluation Assets

Property	Source	Amount (CAD)
CHG Project	Basin	$474,702
Napoleon Project and Yukon Gold Claims	Nexus	$316,468
Total		$791,170

May 29, 2025 CHG Option terms are as follows:

Payment Period	Expenditures	Cash Payment	Cash or Share Equiv	Status
	$	$	#
Signing of this Amending Agreement	-	-	20,000	Paid
Listing of SpinCo on the TSX Venture Exchange	-	10,000	-	Not Paid and incurred
March 31, 2026		15,000	15,000	Amended
December 31, 2026	300,000	15,000	20,000	Amended
December 31, 2027	300,000	20,000	25,000	Amended
December 31, 2028	400,000	50,000	30,000
Total	1,000,000	110,000	110,000

Blade Resources Inc.
Pro Forma Financial Position Notes
As at February 28, 2025

3. Exploration and Evaluation Assets (continued)

The Yukon Gold portfolio consists of quartz mining claims located in eastern Yukon. The property is comprised of three projects covering almost 8,000 hectares, the HY-Jay, VBA and VM, all of which are located along the 50-kilometre Upper Hyland River Gold Belt.

4. Liabilities

At the pro forma date, Blade had no liabilities. All exploration-stage obligations and accruals were either settled or transferred as part of the spin-out.

5. Share Capital

Authorized share capital: Unlimited common shares without par value.

Issued share capital:

On January 19, 2024, one common share was issued to Basin Uranium Corp. ("Basin") for a nominal cash consideration of $0.01. Due to materiality, the amount has not been presented on the face of the financial statements.

6. Going Concern

These financial statements have been prepared on a going concern basis. The Company has not generated operating revenue and will require future financings to support exploration activities and corporate development. Management intends to secure financing through public or private equity placements.

7. Related Party Transactions

Both Basin and Nexus are related parties due to common directorships and ownership interests. Transactions with these parties were conducted on a non-cash basis and were measured at the fair value of the assets transferred.

8. Subsequent Events

Subsequent to February 28, 2025, Blade Resources Ltd. entered into an arrangement agreement involving its parent company, Basin Uranium Corp., and Nexus Uranium Corp. (the "Arrangement"). Under the terms of the Arrangement, certain assets of Basin were transferred to Blade in connection with a proposed spin-out transaction.

Following completion of the Arrangement, Blade intends to become a reporting issuer in British Columbia, Alberta, and Ontario, and seek a listing on a recognized Canadian stock exchange.

The Arrangement remains subject to approval by Basin shareholders, the Supreme Court of British Columbia, the Canadian Securities Exchange, and other customary closing conditions. A special meeting of Basin shareholders to approve the Arrangement is expected to be held in August 2025.

AI assistant

Basin Uranium Corp. — Proxy Solicitation & Information Statement 2025

47954_rns_2025-08-06_a2c12e12-31ac-4629-8a92-be9000c41806.pdf

Basin Uranium

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

MANAGEMENT INFORMATION CIRCULAR

FOR AN ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF BASIN URANIUM CORP.

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

BASIN URANIUM CORP.

NOTICE OF MEETING

TABLE OF CONTENTS

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

Information Contained in this Circular regarding Nexus

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

NOTICE TO UNITED STATES SHAREHOLDERS

CURRENCY

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

GLOSSARY OF TERMS

"Acquisition Proposal"

"Advance Notice Provisions"

"affiliate"

"Arrangement"

SUMMARY

The Meeting and Record Date

Purpose of the Meeting

Information Concerning Basin

Information Concerning Nexus

Information Concerning Spinco

Background to the Arrangement

The Arrangement

Transfer of Spinco Properties

Dissenting Basin Shareholders

Alteration of Share Structure

Reduction of Capital

Transfer of Basin Shares

Treatment of Basin Options and Basin Warrants

Recommendation of the Basin Board

Reasons for the Arrangement

Recommendation of the Special Committee

Fairness Opinion

Lock-up Agreements

Court Approval

Basin Shareholder Approval

Conditions to the Arrangement

Procedure for Exchange of Basin Shares

Regulatory Law Matters and Securities Law Matters

Canadian Securities Law Matters

United States Securities Law Matters

Dissent Rights

Non-Solicitation of Acquisition Proposals

Termination of Arrangement Agreement

Cancellation of Rights After Six Years

Income Tax Considerations

Summary of Certain Canadian Income Tax Considerations

No Opinion, Advice or Representation as to U.S. Federal Income Tax Consequences

Risk Factors

GENERAL PROXY INFORMATION

Solicitation of Proxies

How a Vote is Passed

Who can Vote?

Appointment of Proxyholders

What is a Proxy?

Appointing a Proxyholder

Instructing your Proxy and Exercise of Discretion by your Proxy

Revocation of Proxies

Beneficial Shareholders

Voting Securities and Principal Holders

THE ARRANGEMENT

Principal Steps of the Arrangement

Transfer of Spinco Properties

Dissenting Basin Shareholders

Alteration of Share Structure

Reduction of Capital

Transfer of Basin Shares

Treatment of Basin Options and Basin Warrants

Background to the Arrangement

Recommendation of the Basin Board

Reasons for the Arrangement

Recommendation of the Special Committee

Fairness Opinion

Basin Uranium Corp. Proxy Solicitation & Information Statement 2025