CHABLIS CAPITAL CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2026

TAKE NOTICE that the annual and special meeting (the “Meeting”) of the shareholders of Chablis Capital Corp. (the “Corporation”) will be held in virtual format only. Registered shareholders, proxyholders and appointees will all have an equal opportunity to participate at the Meeting online, regardless of their geographic location. However, the vast majority of shareholders vote by proxy in advance, and you are encouraged to vote by proxy ahead of the Meeting.

NOTICE IS HEREBY GIVEN that the Meeting of shareholders of CHABLIS CAPITAL CORP. will be held via TEAMS meeting: Meeting ID: 251 704 488 643 44 ; Passcode: qy3nj7Su; Meeting Hyperlink on April 23, 2026 at 11 a.m. (EST), for the following purposes:

to receive and consider the audited financial statements of the Corporation for the fiscal years ended January 31, 2025 and 2024, together with the reports of the auditors;
conditional on the completion of the proposed qualifying transaction of the Corporation (the “Qualifying Transaction”), to fix the number of directors of the Corporation to be elected at the Meeting at five (5);
conditional on the completion of the Qualifying Transaction, to consider and approve the ordinary resolution, as more particularly set forth in the accompanying Information Circular, to conditionally elect directors of the Corporation to serve upon completion of the Qualifying Transaction;
to appoint the auditors of the Corporation to hold office until the close of the next annual meeting of shareholders and authorize the directors to fix their remuneration as such;
conditional on the completion of the Qualifying Transaction, to consider and approve the special resolution, as more particularly set forth in the accompanying Information Circular, authorizing and approving the Corporation to change the name of the Corporation to “NorthMin Corporation” or such other name as the Board of Directors, in their discretion, may resolve;
conditional on the completion of the Qualifying Transaction, to consider and approve the ordinary resolution, as more particularly set forth in the accompanying Information Circular, to approve the new stock option plan of the Corporation; and
to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The information circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice and the Circular is a Request for Financial Statements and form of proxy (the “Proxy”) for use at the Meeting. Any adjourned meeting resulting from an adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on March 24, 2026 will be entitled to receive notice of and vote at the Meeting.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend and vote in their stead. If you are unable to attend the Meeting, please read the Information Circular and enclosed Proxy and then complete, sign, date and return the Proxy, together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy to the Company’s registrar and

23657349.2

transfer agent, TSX Trust Company (“TSX Trust”), 301-100 Adelaide Street West, Toronto ON, M5H 4H1 at least 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment. Failure to do so may result in your shares not being voted at the Meeting. As set out in the notes to the Proxy, the Proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed on it and inserting in the space provided the name of the person you wish to have represent you at the Meeting. Unregistered shareholders who received the Proxy through an intermediary must deliver the Proxy in accordance with the instructions given by the intermediary.

If you are not a registered shareholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the form of Proxy in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by Proxy at the Meeting.

DATED at Toronto, Ontario this 19th day of March, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “Victor Cantore”

VICTOR CANTORE
Chief Executive Officer and Director

23657349.2

Chablis Capital Corp.

(the "Corporation")

INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING TO BE HELD ON APRIL 23, 2026

This Information circular is furnished in connection with the solicitation of Proxies for use at the annual and special meeting (the "Meeting") of our shareholders (the "Shareholders") to be held on at the time and place and for the purposes set forth in the attached Notice of Meeting, and at any adjournment thereof.

The enclosed proxy (the "Proxy") is being solicited by the management of the Corporation and the cost of this solicitation will be borne by the Corporation. The solicitation will be conducted primarily by mail but Proxies may also be solicited personally by officers, employees or agents of the Corporation, but without additional compensation.

No person has been authorized to give any information or to make any representation in connection other than those contained in this Information Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Corporation.

If you cannot attend the Meeting, complete and return the enclosed form of Proxy in accordance with the instructions contained therein.

This Information Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Information Circular should not be construed as legal, tax or financial advice and the Corporation Shareholders are urged to consult their own professional advisers in connection therewith.

Under the Corporation's articles, at least one person who is, or who represents by Proxy, one or more Shareholders who, in the aggregate, hold more than 10% of the issued Shares (the "Shares") entitled to be voted at the Meeting, must be present in person or represented by Proxy before any action may validly be taken at the Meeting. If such a quorum is not present in person or by Proxy, the Meeting will be rescheduled.

VOTING

HOW A VOTE IS PASSED

All matters that will come to a vote at the Meeting, as described in the attached Notice of Meeting, are ordinary resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favor, then the resolution is approved (an "ordinary resolution") or, in the event of the Special Resolution, it must be approved by: (i) an affirmative vote of at least two-thirds (66 2/3%) of the votes cast at the Meeting in person or by Proxy; and (ii) a majority of the votes cast at the Meeting in person or by Proxy excluding votes cast by certain directors, senior officers and principal Shareholders, as the case may be, pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

WHO CAN VOTE?

If you are a registered Shareholder of Chablis Capital Corp. as at March 24, 2026, you are entitled to notice

of and to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of said corporation may attend on its behalf, but documentation indicating the officer's authority should be presented at the Meeting. If you are a registered 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 proxy holder to vote in accordance with your instructions (see "VOTING BY PROXY" below). If your shares are registered in the name of a "nominee" (usually a bank, trust Corporation, securities dealer or other financial institution) you should refer to the section entitled "BENEFICIAL SHAREHOLDERS", below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, the Corporation invites you to complete, date, sign and return your form of Proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not attend the Meeting, you can still make your votes count by voting over the internet or by facsimile (see Proxy for instructions) or by appointing someone who will be there to act as your proxy holder. You can either tell that person how you want to vote, or you can let him or her decide for you. You can do this by completing a form of Proxy.

WHAT IS A PROXY?

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

In order to be valid, you must return the completed form of Proxy to the Corporation's transfer agent, TSX Trust Company, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof.

APPPOINTING A PROXYHOLDER

You can choose any individual to be your proxy holder. It is not necessary for the person whom you choose to be a Shareholder. To make such an appointment, simply fill in the person's name in the blank space provided in the enclosed form of Proxy. To vote your shares, your proxy holder must attend the Meeting. If you do not fill in a name in the blank space in the enclosed form of Proxy, the persons named in the form of Proxy will be deemed to be appointed to act as your proxy holder. Such persons are directors and/or officers of Chablis Capital Corp. (the "Management Proxy holders").

INSTRUCTING YOUR PROXY

You may indicate on your form of Proxy how you wish your proxy holder to vote your shares. To do this, simply mark the appropriate boxes on the form of Proxy. If you do this, your proxy holder must vote your shares according to your instructions.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxy holder can vote your shares as he or she thinks fit.

At the time of printing this Information Circular, the management of Chablis Capital Corp. 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

23657349.2

judgment, pursuant to the discretionary authority conferred by the form of Proxy with respect to such matters.

If you have appointed the Management Proxy holders as your proxy holder, they will, unless you give contrary instructions, vote your shares at the Meeting as follows:

conditional on the completion of the Qualifying Transaction, FOR the fixing of the number of directors at five (5);
conditional on the completion of the Qualifying Transaction, FOR the election of the proposed nominees as directors;
FOR the appointment of Zeifmans LLP, Chartered Professional Accountants, as the auditor of the Corporation, and to authorize the directors to fix the remuneration to be paid to the auditor;
conditional on the completion of the Qualifying Transaction, FOR the approval of the name change to "NorthMin Corporation";
conditional on the completion of the Qualifying Transaction, FOR the approval of the new stock option plan of the Corporation; and
FOR any other matters that come before the Meeting.

REVOKING YOUR PROXY IF YOU CHANGE YOUR MIND

If you want to revoke your Proxy after you have delivered it, you can do so at any time before it is used. You may do this by:

(a) attending the Meeting and voting in person virtually;
(b) signing a Proxy bearing a later date;
(c) signing a written statement which indicates, clearly, that you want to revoke your Proxy and delivering this signed written statement to Chablis Capital Corp. at 66 Wellington Street West, Suite 4100, Toronto, Ontario M5K 1B7, Canada; or
(d) any other manner permitted by law.

Your Proxy will only be revoked if a revocation is received by 5:00 in the afternoon (Eastern Standard Time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. 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 virtually.

Only registered Shareholders may revoke a Proxy. If your shares are not registered in your own name and you wish to change your vote, you must, at least seven (7) days before the Meeting, arrange for your nominee to revoke your Proxy on your behalf (see below under "Non-Registered Shareholders").

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by completing, dating and signing the

23657349.2

enclosed form of Proxy and returning it to the Corporation's transfer agent not less than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) of the Meeting.

BENEFICIAL SHAREHOLDERS

The following information is significant to Shareholders who do not hold 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 Shareholders (those whose names appear on the records of the Corporation as the registered holders of Shares) or as set out in the following disclosure.

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder's name on the records of the Corporation. Such Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker (an "intermediary"). In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

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

There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called "OBOs" for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called "NOBOs" for Non-Objecting Beneficial Owners).

NOBOs can expect to receive a scannable Voting Instruction Form ("VIF"). These VIFs are to be completed and returned as described on the VIF itself which contains complete instructions. TSX Trust will tabulate the results of the VIFs received and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These securityholder materials are being sent to both registered and NOBO owners of the securities of the Corporation. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) sending these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial Shareholders, who are OBOs, should follow the instructions of their intermediary carefully to ensure that their 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

23657349.2

Shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote your Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge mails a VIF in lieu of a Proxy provided by the Corporation. The VIF will name the same persons as the Corporation's Proxy to represent your Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Corporation), other than any of the persons designated in the VIF, to represent your Shares at the Meeting and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) 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 the voting of Shares to be represented at the Meeting and the appointment of any Shareholder's representative.

If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Shares voted or to have an alternate representative duly appointed to attend and to vote your Shares at the Meeting.

SHAREHOLDERS IN THE UNITED STATES

The solicitation of Proxies involves securities of an issuer located in Canada and is being completed in accordance with the corporate laws of the Province of Ontario, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Business Corporations Act (Ontario) (the "OBCA" and the "Act"), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Shares. As of the effective date of this Information Circular, being March 19, 2026 (the "Effective Date"), the Corporation had 5,085,000 Shares issued and outstanding. No other shares of any other class are issued or outstanding. The Shares are the only shares entitled to be voted at the Meeting and holders of Shares are entitled to one vote for each Share held.

Holders of Shares of record at the close of business on March 24, 2026 (the "Record Date") are entitled to vote such Shares at the Meeting on the basis of one vote for each Share held.

To the knowledge of the directors and the executive officers of the Corporation, as at the Effective Date, no person or company beneficially owns, directly or indirectly, or controls or directs, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation.

23657349.2

Description of Shares

Each Share entitles its holder to receive notice of and to attend all meetings of our Shareholders and to one vote at such meetings. The holders of Shares are, at the discretion of the board of directors and subject to applicable legal restrictions, entitled to receive any dividends declared by the board of directors on Shares. The holders of Shares will be entitled to share equally in any distribution of the Corporation’s assets upon the liquidation, dissolution, bankruptcy or winding-up of the Corporation or other distribution of its assets among the Shareholders for the purpose of winding-up the Corporation’s affairs. Such participation is subject to the rights, privileges, restrictions and conditions attaching to any other shares having priority over Shares. The Corporation’s Shares are listed for trading on the TSX Venture Exchange (“TSXV”) under the symbol “CCZ-P”.

QUALIFYING TRANSACTION

The Corporation entered into a letter of intent dated August 27, 2025 (the “LOI”) with Viridian Metals Ireland Limited (“Viridian”), pursuant to which the Corporation proposes to complete a business combination transaction (the “Transaction”) with Viridian. The Transaction is intended to constitute the Corporation’s “Qualifying Transaction” for the purposes of the TSXV Capital Pool Company program and was first publicly disclosed in the Corporation’s press release dated September 29, 2025 announcing the execution of the LOI.

Viridian is a private company limited by shares incorporated under the laws of Ireland and is not a reporting issuer in any jurisdiction. Viridian owns a 100% interest in the Tynagh Project (the “Tynagh Project” or the “Property”), a past-producing high-grade base metal and silver project located in Ireland. Following completion of the Transaction, the resulting issuer will be engaged in the business of mineral exploration and development on the Tynagh Project.

Structure of the Transaction

The Transaction is expected to be completed by way of a reverse takeover of the Corporation by Viridian, which will be effected by way of a share exchange pursuant to a share exchange agreement to be entered into by the parties (the “Definitive Agreement”). Pursuant to the Transaction, the shareholders of Viridian will exchange their Viridian ordinary shares (“Viridian Shares”) for Shares of the Corporation. The consideration payable to Viridian shareholders is expected to consist of approximately 34,000,000 Shares of the Corporation, assuming a deemed price of $0.25 per Share, implying an equity value for Viridian of approximately $8.5 million.

Upon completion of the Transaction, the Corporation will change its name to NorthMin Corporation (or such other name as may be approved) and will continue as a Tier 2 Mining Issuer on the TSXV (the “Resulting Issuer”). The Transaction is an arm’s length Qualifying Transaction for the purposes of TSXV Policy 2.4.

Concurrent Financing

In connection with the Transaction, and as a condition to closing, Viridian is required to complete a private placement financing for minimum gross proceeds of $3,000,000 (the “Concurrent Financing”) by way of subscription receipts issued by Viridian (each, a “Viridian Subscription Receipt”) at a price of $0.25 per Viridian Subscription Receipt.

Each Viridian Subscription Receipt will, upon satisfaction or waiver of certain escrow release conditions and completion of the Transaction, automatically convert into one Viridian Share and one-half of one (1/2)

common share purchase warrant (the "Warrants"). The Viridian Shares and Warrants issued upon conversion of the Viridian Subscription Receipts will then be immediately exchanged for one Resulting Issuer Share and one-half of one (1/2) Resulting Issuer Share warrant (each a "Resulting Issuer Warrant"). Each whole Resulting Issuer Warrant will entitle the holder thereof to acquire one additional Share of the Resulting Issuer at a price of $0.40 for a period of 24 months following the closing of the Concurrent Financing.

Viridian may pay cash commissions of up to 7% of the gross proceeds of the Concurrent Financing to eligible registered dealers and exempt market dealers and may issue broker warrants equal to up to 7% of the Viridian Subscription Receipts sold through such dealers, all in accordance with applicable securities laws and TSXV policies.

The net proceeds of the Concurrent Financing are expected to be used to fund exploration and development activities on the Tynagh Project, general working capital and transaction-related expenses.

Management and Board of Directors

Upon completion of the Transaction, the board of directors and management of the Resulting Issuer are expected to be reconstituted. It is anticipated that the directors and officers of the Resulting Issuer will include nominees of Viridian, together with certain current directors of the Corporation, all subject to compliance with applicable corporate and securities laws and TSXV requirements.

Conditions to Completion

Completion of the Transaction is subject to a number of conditions, including, without limitation:

(i) the negotiation and execution of the Definitive Agreement;
(ii) completion of the Concurrent Financing;
(iii) receipt of all required Shareholder, regulatory and TSXV approvals;
(iv) completion of satisfactory legal, financial, technical and business due diligence; and
(iv) satisfaction of all other customary closing conditions for a transaction of this nature.

There can be no assurance that the Transaction will be completed as proposed or at all.

If the Qualifying Transaction does not proceed, then the Corporation will not implement the Name Change, Board Increase, the Director Appointments, or adopt the Stock Option Plan, notwithstanding the approval of such matters at the Meeting.

Shareholders are not required to approve the Qualifying Transaction. However, the Corporation cannot complete the Qualifying Transaction unless Shareholders approve the Name Change, the Board Increase, the Director Appointments and the Stock Option Plan.

Full details of the Transaction will be disclosed in a filing statement to be prepared and filed by the Corporation in accordance with applicable securities laws and TSXV policies, which will be available under the Corporation's profile on SEDAR+.

MATTERS TO BE ACTED UPON AT THE MEETING

23657349.2

Receipt of Financial Statements

The directors will place before the Meeting a copy of the audited consolidated financial statements of the Corporation for the financial years ended January 31, 2025 and 2024, together with the auditors’ reports thereon, receipt of which by the Meeting will not constitute approval or disapproval of any matters referred to therein.

Fixing the Number of Directors to be Elected at the Meeting

In connection with the proposed Qualifying Transaction, Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting conditionally on the completion of the Qualifying Transaction (the “Board Increase”). In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by Shareholders who vote in respect of the resolution.

As the Board Increase will only be effected if the Qualifying Transaction occurs, the Board of Directors may determine not to implement the Board Increase after the Meeting and after receipt of necessary Shareholder approvals without further action on the part of the Shareholders.

It will be proposed that five (5) directors be elected, conditionally on the completion of the Qualifying Transaction, to hold office until the next annual general meeting or until their successors are elected or appointed.

Unless otherwise directed, it is the intention of the persons named in the enclosed form of Proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting conditionally on the completion of the Qualifying Transaction at five (5).

Election of Directors

In connection with the proposed Qualifying Transaction, the Shareholders will be asked to elect the directors of the Corporation, conditionally on the completion of the Qualifying Transaction, to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed (the “Director Appointments”). The following table sets forth the name of each of the persons proposed to be nominated for election as a director, conditionally on the completion of the Qualifying Transaction, all positions and offices in the Corporation presently held by such nominee, the nominee’s municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has served as a director, and the number and percentage of Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.

As the Director Appointments will only be effected if the Qualifying Transaction occurs, the Board of Directors may determine not to implement the Director Appointments after the Meeting and after receipt of necessary Shareholder approvals, without further action on the part of the Shareholders.

Unless otherwise directed, it is the intention of the persons named in the enclosed form of Proxy, to vote for the election, conditionally on the completion of the Qualifying Transaction, of the persons named in the following table to the Board of Directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, Proxies held by the persons named will be voted for another nominee in their discretion unless the Shareholder has specified in his form of Proxy that his Shares are to be

23657349.2

withheld from voting in the election of directors. Each director elected will hold office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the OBCA to which the Corporation is subject.

Name, Municipality of Residence, Office and Date Became a Director	Principal Occupation	Director Since	Number of Shares beneficially owned directly or indirectly or over which control or direction is exercised at the Effective Date^{(1)}
Julian Vickers^{(2)}
Surrey, United Kingdom
Nominee	Chairman of Natural Resources Global Capital Partners Ltd	Nil	Nil
Wanda Cutler^{(2)}
Toronto, Ontario
Director since August 9, 2023	President of Cutler McCarthy and director of various public companies	August 9, 2023	500,000
Victor Cantore^{(2)}
Montreal, QC
Director since August 9, 2023	President and CEO, Director of Amex Exploration and Investor relations for Nemaska Lithium Inc.	August 9, 2023	500,000
Evan Kirby
Western Australia, Australia
Nominee	Owner and consulting metallurgist at Metallurgical Management Services	Nil	Nil
Aiden Lavelle
Mayo, Ireland
Nominee	Consultant geologist; previous CEO of European Green Metals Ireland Limited and Exploration Manager and Director, Consultant of Green Glen Minerals	Nil	Nil

Notes:
(1) The information as to shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective directors.
(2) Proposed members of the Corporation's Audit Committee.

Julian Vickers

Julian Vickers has been CEO of Viridian Metals Ireland for the last 12 years. He is Chairman of the Natural Resources Global Capital Group and has 35+ years of experience in the Mining and Energy Industries. He was Previously Global Co-Head of Natural Resources Investment Banking for Barclays and Global Head of Energy Investment Banking for Citi. Prior to that he spent 3 years as a Strategy Consultant with McKinsey & Company and was a Mining and Exploration Geologist with Cominco for 6 years (GM Ireland). Julian has a First Class Honours BSc degree in Mining Geology from Imperial College and an MBA from London Business School. He is an Associate of The Royal School of Mines, a Non Executive Director of Lidya Mines and Non Executive Chairman of Twelve Seas 3.

23657349.2

Wanda Cutler

Wanda Cutler currently holds the position of President of Cutler McCarthy, a strategic communications firm and Head of Corporate Development at Amex Exploration, Inc. Wanda Cutler is also on the board of various mining companies. She has worked with reporting issuers for more than 25 years in marketing and communications. She has acted as a strategic advisor to a number of public companies including multiple junior mining companies, investment companies and alternative energy companies. Wanda Cutler has a Bachelor of Social Science, Political Science from the University of Ottawa. Wanda is a director of the Resulting Issuer and has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer.

Victor Cantore

Victor Cantore is a seasoned capital markets professional specializing in the resource and technology sectors. He has more than 20 years of advisory and leadership experience having begun his career in 1992 as an investment advisor and then moving into management roles at both public and private companies. During his career he has organized and structured numerous equity and debt financings, mergers and acquisitions, joint venture partnerships and strategic alliances. Victor Cantore serves on the boards of various companies both private and public. Victor Cantore is currently the President and CEO, Director of Amex Exploration. Victor is the director of the Resulting Issuer and has not entered into a non-competition or non-disclosure agreement with the Corporation.

Evan Kirby

Evan Kirby is a Consulting Metallurgist with 50 years of experience in the Mining industry. He was Technical Director of Jubilee Metals Group PLC, Mining & Metals Technology Manager at Bechtel and Manager of Metallurgy at GRD Minproc. Prior to this he was Consulting Metallurgist, Concentrators at Anglo Platinum, Consulting Metallurgist and Metallurgical Superintendent at Rand Mines Limited and Metallurgist at Impala Platinum. Evan holds a BSc (Hons) and PhD in Metallurgy from Newcastle. He is an NED at LinQ Minerals Limited.

Aiden Lavelle

Aiden Lavelle has 18 years of experience in the Mining Industry. He was Interim CEO of European Green Metals, focussed on REE in Sweden and COO of Zinnwald Lithium PLC (previously Erris Resources PLC), which he founded and guided through an IPO and later RTO. Prior to that he was Exploration Manager, Erris Resources, focussed on the Abbeytown Project in Ireland and gold projects in Sweden and Finland. Aiden discovered the Pandora gold deposit in Djibouti for Stratex East Africa, holds a BSc(Hons) and MSc in Geology, and holds MIGI, P.Geo and EurGeol accreditation.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as noted below, to the knowledge of the Corporation, none of the foregoing nominees for election as director of the Corporation:

(a) is, or within the last ten (10) years has been, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an "Order"), which Order was issued while the director or executive officer

was acting in the capacity as director, chief executive officer or chief financial officer of such company; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company;

(b) is, or within the last ten years has been, a director or executive officer of any company that, while the proposed director 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;

(c) has, within the last ten years, 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 his assets; or

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, 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.

Wanda Cutler served as a director of Mammoth Resources Corp. ("Mammoth Resources") from July 2, 2015, to May 25, 2017. On June 2, 2016, Mammoth Resources announced that it was not able to file its annual financial statements and accompanying management's discussion and analysis for the financial year ended January 31, 2016, within the prescribed period for such filings, primarily as a result of additional time required to secure financing and, subsequently, for its auditor to complete the audit. Given the situation, Mammoth Resources made an application to the British Columbia Securities Commission (the "BCSC") for a management cease trade order (the "MCTO"), which MCTO was issued by the BCSC on June 1, 2016, restricting all trading in securities of Mammoth Resources by its CEO and CFO until the required records are filed and the MCTO is revoked by the BCSC. On August 10, 2016, the BCSC revoked the MCTO.

Victor Cantore was a director of Canadian Metals Inc. ("CDN Metals") from July 2013 until January 2019. CDN Metals applied for a Management Cease Trade Order ("MCTO") under Policy Statement 12-203 following receipt of a correspondence from the Autorité des marchés financiers stating that a technical report filed by CDN Metals on SEDAR on June 20, 2016 did not comply with the requirements of the National Instrument 43-101 - Standards of Disclosure of Mineral Projects. CDN Metals filed an amended technical report on October 4, 2016 which ended the MCTO.

Julian Vickers was a non-executive director of State Oil Limited, a private UK company until June 2025. State Oil Limited went into administration on June 30, 2025 and a liquidator was appointed on July 22, 2025 by the High Court of Justice in the United Kingdom. Julian Vickers is not a party to any legal action and worked with the administrator to facilitate a solution to the company's problems to facilitate the liquidation of the company as it could continue to operate as a going concern.

4. Appointment of Auditors

Management is soliciting Proxies from holders of Shares, in the accompanying applicable form of Proxy,

23657349.2

in favour of the appointment of the firm of Zeifmans LLP, Chartered Professional Accountants, as the Corporation’s auditors, to hold office until the next annual meeting of the Shareholders and to authorize the directors to fix their remuneration as such.

5. Approval of Name Change

In connection with the proposed Qualifying Transaction, the Shareholders will be asked to consider and, if deemed advisable, approve a special resolution (the “Name Change Resolution”) authorizing the Board of Directors to file articles of amendment under the OBCA to change the name of the Corporation from “Chablis Capital Corp.” to “NorthMin Corporation” or such other name as the Board of Directors deems appropriate and as may be approved by the regulatory authorities (the “Name Change”). The Name Change of the Corporation is subject to acceptance by the TSXV.

As the Name Change will only be effected if the Qualifying Transaction occurs, the Board of Directors may determine not to implement the Name Change after the Meeting and after receipt of necessary shareholder and regulatory approvals, but prior to the issuance of a certificate of amendment, without further action on the part of the Shareholders. The Board of Directors believes that the Name Change is in the best interests of the Corporation and therefore unanimously recommends that Shareholders vote in favour of the special resolution.

The text of the special resolution to be voted on at the Meeting by the Shareholders is set forth below.

“Be it resolved as a special resolution of the Corporation that:

the name of the Corporation to be changed to “NorthMin Corporation” or such other name as the Board of Directors of the Corporation determines appropriate and which all applicable regulatory authorities may accept (the “Name Change”);
the Articles of the Corporation be amended with respect to the Name Change;
the Board of Directors may, at its sole discretion, decide to not act on this special resolution without further approval or authorization from the shareholders of the Corporation; and
any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this resolution.”

Unless otherwise directed, it is the intention of the name of the persons disclosed in the form of Proxy to vote in favour of the special resolution approving the Name Change. To be effective, the special resolution in respect of the approval of the Name Change requires approval of not less than two thirds (2/3) of the votes cast by Shareholders who vote in respect of such special resolution.

If the Corporation proceeds with the Name Change, letters of transmittal will be made available to Shareholders for use in depositing their certificates representing their Shares with TSX Trust Company, in exchange for new certificates representing the new name of the Corporation. Shareholders are not required to take any action at this time. OBOs and NOBOs holding their Shares through an intermediary should note that intermediaries may have different procedures for processing a name change than those that will be put in place by the Corporation for registered Shareholders. If you hold your Shares with an intermediary and you have questions in this regard, you are encouraged to contact your intermediary. Shareholders should not destroy any share

23657349.2

certificates and should not submit any certificates until requested to do so, if required.

6. Approval of the Corporation’s New Stock Option Plan

In connection with the proposed Qualifying Transaction, the Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution in the form set out below (the “Stock Option Plan Resolution”), subject to such amendments, variations or additions as may be approved at the Meeting, to approve, ratify and adopt a new stock option plan (the “Stock Option Plan”) conditionally on the completion of the Qualifying Transaction. In order to pass, the Stock Option Plan Resolution must be approved by a majority of the votes cast at the Meeting by all Shareholders, present and in person or represented by Proxy.

The Stock Plan will function as a rolling plan and as such, the maximum number of Shares issuable pursuant to all security based compensation issued by the Corporation shall not exceed 10% of the outstanding Shares of the Corporation from time to time.

As the Stock Option Plan will only be effected if the Qualifying Transaction occurs, the Board of Directors may determine not to implement the Stock Option Plan after the Meeting and after receipt of necessary Shareholder approvals, without further action on the part of the Shareholders.

The Stock Option Plan was approved by the Board of Directors on March 19, 2026 and has been conditionally approved by the TSXV on March 19, 2026. The full text of the Stock Option Plan is set out in Schedule B hereto and a summary thereof is included below. The summary, however, is qualified in its entirety by the terms of the Stock Option Plan. A summary of the material terms of the Stock Option Plan are as follows:

a) the Board may grant options to employees, officers and directors of, and consultants to, the Corporation;
b) the maximum number of Shares that may be issued under the Stock Option Plan is equal to 10% of the total number of issued and outstanding Shares from time-to-time;
c) the total number of Shares reserved for issuance upon the exercise of options by any director, officer or employee cannot exceed, during any twelve-month period, 5% of the number of issued and outstanding Shares;
d) the total number of Shares reserved for issuance upon the exercise of options by any consultant cannot exceed, during any twelve-month period, 2% of the number of issued and outstanding Shares;
e) the total number of Shares reserved for issuance upon the exercise of options by any employee performing investor-relation activities cannot exceed, during any twelve-month period, 2% of the number of issued and outstanding Shares;
f) the exercise price of options is determined by the Board at the time options are granted, but cannot be less than the closing price of the Shares on the trading day immediately preceding the day on which an option is granted;
g) options expire on a date determined by the Board at the time options are granted, which cannot be more than ten years after the date of grant;
h) if an optionee dies, any option held by the optionee may be exercised at the latest on the date of expiry of the option or one year after the date of death, whichever occurs first, after which the option is null and void;
i) if an optionee ceases to be eligible under the Stock Option Plan for any reason other than death, any vested option held by the optionee may be exercised for a period of 90 days after the date of such ineligibility or within a reasonable period as determined by the Board of Director in its sole discretion at the time of such ineligibility; or before the expiration date of the option, whichever occurs first, after which the option is null and void; and

23657349.2

j) options are not transferable, other than by the laws of succession;

in the event the Corporation proposes to amalgamate, merge or consolidate with or into any other company (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares or any part thereof shall be made to all holders of Shares, the Corporation shall have the right, upon written notice thereof to each optionee holding options under the Stock Option Plan, to permit the exercise of all such options within the 20-day period next following the date of such notice and to determine that upon the expiration of such 20-day period, all rights of optionees to such options or to exercise same (to the extent not theretofore exercised) shall terminate and cease to have further force or effect whatsoever.

The text of the ordinary resolution to be voted on at the Meeting by the Shareholders for the approval of the Stock Option Plan is set forth below.

"Be it resolved as an ordinary resolution of the Corporation that:

the Stock Option Plan (the "Stock Option Plan") of the Corporation in the form attached as Schedule B to the information circular of the Corporation dated March 19, 2026, be and is hereby approved with such modifications as may be required by the TSX Venture Exchange;
the maximum number of Shares of the Corporation which may be issued under the Stock Option Plan shall be equal to ten percent (10%) of the then issued and outstanding Shares of the Corporation from time to time;
the board of directors of the Corporation be authorized in its absolute discretion to administer the Stock Option Plan, and amend or modify the Stock Option Plan in accordance with its terms and conditions and with the policies of the TSX Venture Exchange; and
any director or officer of the Corporation be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution."

Unless otherwise directed, it is the intention of the persons named in the enclosed form of Proxy to vote in favour of the ordinary resolution to approve the Stock Option Plan. In order to be effective, an ordinary resolution requires approval of a majority of the votes cast by Shareholders who vote in respect to the resolution.

DIRECTORS' AND OFFICERS' COMPENSATION

The Corporation's Statement of Executive Compensation, in accordance with the requirements of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, is set forth below, which contains information about the compensation paid to, or earned by, the Corporation's Chief Executive Officer and Chief Financial Officer for the financial years ended January 31, 2025 and for the period from incorporation on August 9, 2023 to January 31, 2024 (the "Named Executive Officers" or "NEOs").

During such financial years, the Corporation had no executive officers who received any salary, bonus or other cash compensation.

Accordingly, the Named Executive Officers of the Corporation for the financial year ended January 31, 2025 and for the period from incorporation on August 9, 2023 to January 31, 2024 are its Chief Executive Officer, Victor Cantore and Chief Financial Officer, Veronique Laberge.

23657349.2

Compensation Discussion and Analysis

The Corporation is a Capital Pool Company listed on the TSX Venture Exchange (the "TSXV") under Policy 2.4 – Capital Pool Companies (the "CPC Policy"). All capitalized terms used herein shall have the meanings ascribed thereto in the CPC Policy, unless otherwise defined herein. Section 7.1 of the CPC Policy provides that, until the completion of a Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm's Length Party of the CPC or a Non-Arm's Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means, including remuneration, which includes, but is not limited to, salaries, consulting fees, management contract fees or directors' fees, finder's fees, loans, advances and bonuses, other than Permitted Reimbursements.

The objective and purpose of any incentive stock options is to encourage the Corporation's directors and officers to identify and complete a Qualifying Transaction that is in the best interests of the Corporation and its Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Shares of the Corporation during the term of the incentive stock options, the directors and officers will receive no benefit, or very little benefit, from such incentive stock options. The Corporation has reserved up to 10% of its issued and outstanding Shares at the time of grant for stock options issuable to its directors, officers, employees and consultants under its existing stock option plan (the "Existing Option Plan").

Notwithstanding the foregoing, the Corporation may reimburse Non-Arm's Length Parties for the Corporation's reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value ("Permitted Reimbursement"). No reimbursement may be made for any payment made to lease or purchase a vehicle. In addition, other than Permitted Reimbursements, no payment will be made by the Corporation, or by any party on behalf of the Corporation, prior to the completion of a Qualifying Transaction, if the payment relates to services rendered or obligations incurred in connection with the Qualifying Transaction.

A Non-Arm's Length Party under TSXV Policy 1.1 – Interpretation ("Policy 1.1"), in relation to the Corporation, includes a promoter, officer, director, other insider or control person of the Corporation and any associate or affiliate of any such persons, or another entity or an affiliate of that entity, if that entity or its affiliate has the same promoter, officer, director, insider or control person as the Corporation. The foregoing capitalized terms not otherwise defined herein are defined in Policy 1.1.

Existing Option Plan

The Corporation's Existing Option Plan provides eligible directors, officers, employees and consultants with the opportunity to acquire an ownership interest in the Corporation and is the basis for the Corporation's long-term incentive program. The Existing Option Plan was adopted in October 2023 and approved by the TSXV. The key features of the Existing Option Plan are as follows:

the maximum number of Shares issuable under the Existing Option Plan shall not exceed, in aggregate, 10% of the Shares of the Corporation issued and outstanding at the time of grant, in accordance with TSXV policies;
the options have a maximum term of ten (10) years from the date of grant;
options vest as the board of directors of the Corporation may determine at the time of grant;

23657349.2

the exercise price of options granted under the Existing Option Plan shall be determined by the board of directors of the Corporation, but shall not be lower than the market price of the Shares of the Corporation determined in accordance with TSXV policies at the time of grant; and
the expiry date of an option shall be the earlier of the date fixed by the board of directors at the time of grant and:

a. in the event of the death or disability of the option holder, twelve (12) months from the date of death or disability;
b. in the event that the option holder ceases to be a director, officer, employee or consultant for any reason other than death or disability, ninety (90) days following such cessation (or such longer period as may be permitted by TSXV policies in the case of a CPC following completion of a Qualifying Transaction);
c. thirty (30) days after the option holder ceases to be engaged in investor relations activities; and
d. the date on which the option holder ceases to be a director, officer, employee or consultant by reason of termination for cause.

The Existing Option Plan may be terminated at any time by resolution of the board of directors of the Corporation; however, any such termination shall not affect or prejudice the rights of participants holding options at that time, and any outstanding options shall continue to be governed by the provisions of the Existing Option Plan. If the Qualifying Transaction occurs, the approval of the Stock Option Plan will not affect the terms and conditions of the current outstanding options under the Existing Option Plan, which have not been vested, exercised or terminated.

Director and Named Executive Officer Compensation

In accordance with the CPC Policy, no compensation in the form of a salary, consulting fee, retainer, commission, bonus, committee fee, or meeting fee has been paid to or earned by any director or Named Executive Officer for the period from incorporation to the date thereof.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

The following table (presented in accordance with National Instrument Form 51-102F6V – Statement of executive Compensation – Venture Issuers) sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the financial years ended January 31, 2025 and for the period from incorporation on August 9, 2023 to January 31, 2024.

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 (1) ($)	Total compensation ($)
Director	1998	$1,000	1	1	1	1	1
Director	1999	$1,000	1	1	1	1	1
Director	2000	$1,000	1	1	1	1	1
Senior Director	2001	$1,000	1	1	1	1	1
Senior Director	2002	$1,000	1	1	1	1	1
Senior Director	2003	$1,000	1	1	1	1	1
Senior Director	2004	$1,000	1	1	1	1	1
Senior Director	2005	$1,000	1	1	1	1	1
Senior Director	2006	$1,000	1	1	1	1	1
Senior Director	2007	$1,000	1	1	1	1	1
Senior Director	2008	$1,000	1	1	1	1	1

23657349.2

| Victor Cantore
Chief Executive
Officer and Director | 2025
2024 | Nil
Nil | Ni
Nil | Nil
Nil | Nil
Nil | Nil^{(1)}
Nil^{(1)} | Nil
Nil |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Veronique Laberge
Chief Financial
Officer and Corporate
Secretary | 2025
2024 | Nil
Nil | Ni
Nil | Nil
Nil | Nil
Nil | Nil^{(1)}
Nil^{(1)} | Nil
Nil |
| Wanda Cutler
Director | 2025
2024 | Nil
Nil | Ni
Nil | Nil
Nil | Nil
Nil | Nil^{(1)}
Nil^{(1)} | Nil
Nil |
| Michel Fontaine
Director | 2025
2024 | Nil
Nil | Ni
Nil | Nil
Nil | Nil
Nil | Nil^{(1)}
Nil^{(1)} | Nil
Nil |

Note:
(1) During the financial year ended January 31, 2025 and for the period from incorporation on August 9, 2023 to January 31, 2024, the Company recorded aggregate share-based compensation of $28,999, consisting of $22,214 attributable to directors and $6,785 attributable to officers, as disclosed in the Company's audited financial statements. During the period from incorporation on August 9, 2023 to January 31, 2024, the Company recorded aggregate share-based compensation of $7,631, attributable to directors and officers, as disclosed in the Company's audited financial statements. Such amounts represent non-cash compensation and were not allocated on an individual basis. Accordingly, no amount is reported for any individual in this table.

Stock Options and Other Compensation Securities

Stock options were granted to directors and officers of the Corporation during the financial year ended January 31, 2025 and during the period from incorporation on August 9, 2023 to January 31, 2024, as disclosed in the Corporation's audited financial statements. Such stock options represent non-cash compensation and were not allocated or disclosed on an individual basis. Accordingly, no individual option-based compensation is reflected in the summary compensation table above.

Exercise of Compensation Securities by Directors and NEOs

No stock options or other compensation securities were exercised by any director or Named Executive Officer of the Corporation during the financial year ended January 31, 2025 or during the period from incorporation on August 9, 2023 to January 31, 2024.

Securities authorized for issuance under equity compensation plans

The following table summarizes the securities issued and authorized under the Corporation's equity compensation plans as at January 31, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders^{(1)}	500,000	0.08	Nil

Equity compensation plans not approved by security holders	Nil	N/A	N/A
Totals	500,000	0.08	Nil

Note:
(1) Issued pursuant to the Corporation's Existing Option Plan.

Employment Contracts

The Corporation is not party to any employment, consulting or management agreements with any director or Named Executive Officer.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate governance relates to the activities of the board of directors of the Corporation, the members of which are elected by and are accountable to the Shareholders, and includes the oversight role exercised by the board over management, which is responsible for the day-to-day operations of the Corporation. The board of directors is committed to maintaining sound corporate governance practices that are appropriate to the Corporation's size, stage of development and business objectives, and which are intended to promote effective decision-making and accountability to Shareholders.

Board of Directors

The board of directors facilitates its exercise of independent supervision over the Corporation's management through frequent discussions with management and regular meetings of the board of directors. The board of directors of the Corporation is currently composed of four (4) directors. Two (2) of the four (4) directors are independent as described below.

The existing directors, Wanda Cutler and Michel Fontaine, are "independent" (as that term is defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices) directors of the Corporation in that they are free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the directors' ability to act in the best interests of the Corporation, other than the interests and relationships arising from shareholdings. Victor Cantore is an officer of the Corporation and therefore is not "independent". Veronique Laberge is also an officer of the Corporation and therefore is not "independent".

Directorships

The directors of the Corporation are presently directors of other reporting issuers, as

follows: Director

Other Issuers

Victor Cantore

Amex Exploration Inc.

Mason Resources Inc.

Vision Lithium Inc.

Freeman Gold Corp.

Generic Gold Corp.

Wanda Cutler

Pirate Gold Corp.

Auric Resources Corp.

23657349.2

Route 109 Resources Inc.
Michel Fontaine
Puma Exploration Inc.
Windfall Geotek Inc.

Orientation and Continuing Education

Management will ensure that a new appointee to the board receives the appropriate written materials to fully apprise him or her of the duties and responsibilities of a director pursuant to applicable law and policy. Each new director brings a different skill set and professional background, and with this information, the board is able to determine what orientation to the nature and operations of the Corporation’s business will be necessary and relevant to each new director.

Ethical Business Conduct

The board of directors has not adopted guidelines or attempted to quantify or stipulate the steps to encourage and promote a culture of ethical business conduct but does promote ethical business conduct through the nomination of board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having a sufficient number of its independent board members address all corporate matters which rightly fall before a board of directors of a public corporation.

The board of directors has found that the fiduciary duties placed on individual directors by the Corporation’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 of directors in which the director has an interest have been sufficient to ensure that the board of directors operates independently of management and in the best interests of the Corporation.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board of directors 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 transaction or has a material interest in a party to the contract or transaction. In any situation where a director has an interest in a material contract or material transaction, such director will abstain from voting on such matters.

Nomination of Directors

Given the Corporation’s current stage of development and size of the board, the board is presently of the view that it functions effectively as a committee of the whole with respect to the nomination of directors. The entire board will assess potential nominees and take responsibility for selecting new directors. Any nominees are expected to be generally the result of recruitment efforts by the board members, including both formal and informal discussions among board members and management of the Corporation.

The Corporation’s Articles include a provision requiring advance notice of the nomination of persons to act as directors of the Corporation. Under this provision, subject only to the OBCA, nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (a) by or at the direction of the board or an authorized officer of the Corporation, including pursuant to a notice of meeting, (b) by or at the direction or request of one or more shareholders pursuant to a proposal made

23657349.2

in accordance with the provisions of the OBCA or a requisition of the shareholders made in accordance with the provisions of the OBCA or (c) by any person (a “Nominating Shareholder”) (i) who, at the close of business on the date of the giving of the notice of nomination and on the record date for notice of such meeting, is entered in the central securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set out in the advance notice provision, including without limitation that such notice must be provided to the Corporation (A) in the case of an annual meeting of shareholders, not more than 65 days and not less than 30 days prior to the date of the annual meeting of shareholders (provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made (the “Notice Date”), notice by the Nominating Shareholder may be made not later than the close of business on the 10th business day following the Notice Date); and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th business day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

Compensation

The Corporation does not currently have a compensation committee. As a CPC company the board of directors assumes overall responsibility for the direction of the Corporation through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable. The sole business activity of the Corporation to date has been the identification of a potential Qualifying Transaction under the CPC Policy.

Board Committees

The only board committee of the Corporation is the Audit Committee.

Assessments

The board of directors monitors the adequacy of information given to directors, communication between the board of directors and management and the strategic direction and processes of the board of directors and its committees to satisfy itself that the board of directors, its committees and its individual directors are performing effectively.

AUDIT COMMITTEE

Mandate

The Audit Committee will oversee the accounting and financial reporting practices and procedures of the Corporation, and the audits of the Corporation’s financial statements. The principal responsibilities of the Audit Committee include: (i) overseeing the quality and integrity of the internal controls and accounting procedures of the Corporation, including reviewing the Corporation’s procedures for internal control with the Corporation’s auditor and chief financial officer; (ii) reviewing and assessing the quality and integrity of the Corporation’s annual and quarterly financial statements and related management discussion and analysis, as well as all other material continuous disclosure documents, such as the Corporation’s annual information form, if required; (iii) monitoring compliance with legal and regulatory requirements related to financial reporting; (iv) reviewing and approving the engagement of the auditor of the Corporation and independent audit fees; (v) reviewing the qualifications, performance and independence of the auditor of the Corporation,

23657349.2

considering the auditor’s recommendations and managing the relationship with the auditor, including meeting with the auditor as required in connection with the audit services provided by the Corporation; (vi) assessing the Corporation’s financial and accounting personnel; (viii) reviewing the Corporation’s risk management procedures; (ix) reviewing any significant transactions outside the Corporation’s ordinary course of business and any pending litigation involving the Corporation; and (x) examining improprieties or suspected improprieties with respect to accounting and other matters that affect financial reporting.

Composition

As the Corporation is a “venture issuer” (as defined in National Instrument 52-110 – Audit Committees (“NI 52-110”)), it is relying on the exemptions provided to it under section 6.1 of NI 52-110 with respect to the composition of the Audit Committee and with respect to Audit Committee reporting obligations. The Audit Committee is currently comprised of Wanda Cutler, Michel Fontaine and Victor Cantore. Each member of the Audit Committee is financially literate within the meaning of NI 52-110 and Wanda Cutler and Michel Fontaine are independent within the meaning of NI 52-110.

Meetings

The Chairman of the Audit Committee, in consultation with the Audit Committee members, shall determine the schedule and frequency of the Audit Committee meetings provided that the Audit Committee will meet at least four (4) times in each fiscal year and at least once in every fiscal quarter. The Audit Committee shall have the authority to convene additional meetings as circumstances require.

Relevant Education and Experience

Wanda Cutler

Ms. Cutler currently holds the position of President of Cutler McCarthy, a strategic communications firm and Head of Corporate Development at Amex Exploration, Inc. Ms. Cutler is also on the board of various mining companies. She has worked with reporting issuers for more than 25 years in marketing and communications. She has acted as a strategic advisor to a number of public companies including multiple junior mining companies, investment companies and alternative energy companies. Ms. Cutler has a Bachelor of Social Science, Political Science from the University of Ottawa.

Michel Fontaine

Mr. Fontaine is an entrepreneur, private investor and experienced corporate director with over two decades of experience in the mining and technology sectors. He has previously served as President and Chief Executive Officer and as a director of several publicly-traded companies listed on the TSX Venture Exchange. Mr. Fontaine has extensive experience in corporate governance, financial oversight, capital markets and mergers and acquisitions. He currently serves as a director of TSXV-listed companies and brings practical experience in evaluating financial performance and overseeing public company reporting obligations.

Victor Cantore

Mr. Cantore is a seasoned capital markets professional specializing in the resource and technology sectors. He has more than 20 years of advisory and leadership experience having begun his career in 1992 as an investment advisor and then moving into management roles at both public and private companies. During his career he has organized and structured numerous equity and debt financings, mergers and acquisitions, joint venture partnerships and strategic alliances. Mr. Cantore serves on the boards of various companies both private and public. Mr. Cantore is currently the President and CEO, Director of Amex Exploration.

Audit Committee Charter - Responsibilities and Duties

23657349.2

The Corporation's Audit Committee Charter is attached hereto as Schedule A.

Reporting

The Audit Committee shall report its deliberations and discussions regularly to the board of directors and shall submit to the board of directors the minutes of its meetings.

Audit Committee Oversight

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

Reliance on Certain Exemptions

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed five percent (5%) of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

The aggregate fees charged to the Corporation by the external auditors for last fiscal year is as follows:

Nature of Services	Fees paid to external auditors during financial year ended
	January 31, 2025 ($)	January 31, 2024 ($)
Audit Fees(1)	17,000	18,000
Audit-Related Fees(2)	8,000	Nil
Tax Fees(3)	Nil	Nil
All Other Fees(4)	Nil	Nil
Total	25,000	18,000

Notes:
(1) Includes fees billed for professional services rendered by the auditor for the audit of the Corporation's annual financial statements, and any reviews of the Corporation's unaudited interim financial statements.
(2) Includes fees billed for professional services rendered by the auditor consisting of employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews, review of subsidiary financials, and audit or attestation services not required by legislation or

23657349.2

regulation.

(3) Includes 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.
(4) No other fees were billed by the auditor of the Corporation other than those listed in the other rows.

Exemptions

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

MANAGEMENT CONTRACTS

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

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the financial year ended January 31, 2025, at no time during the most recently completed fiscal period was there any indebtedness of any director or officer, or any associate of any such director or officer to the Corporation or to any other entity which is, or at any time since the beginning of the most recently completed financial period, has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, there were no material interests, direct or indirect, of our insiders, proposed nominees for election as directors, or any associate or affiliate of such insiders or nominees since the commencement of the Corporation’s most recently completed financial year, or in any proposed transaction, which has affected or would materially affect the Corporation.

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

The Corporation’s management is not aware of any material interest of any director or executive officer or anyone who has held office as such since the beginning of the last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting, except as disclosed herein.

ADDITIONAL INFORMATION

We will provide, upon request, a copy of the Corporation’s management’s discussion and analysis and audited consolidated financial statements for the financial year ended January 31, 2025, as well as a copy of subsequent interim financial statements, and this Circular. Copies of these documents may be obtained on request without charge from Chablis Capital Corp. by e-mailing Victor Cantore at [email protected] and additional information relating to the Corporation is available on the SEDAR website at www.sedarplus.ca.

OTHER MATTERS

The Corporation’s management knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the notice of annual and special meeting. However, if any other matter properly comes before the Meeting, the accompanying Proxy will be voted on such matter in accordance with the best judgment of the person voting the Proxy.

23657349.2

DIRECTORS' APPROVAL

The contents and the sending of this Circular to the Shareholders of the Corporation have been approved by the Board of Directors. Unless otherwise specified, information contained in this Circular is given as of March 19, 2026.

DATED at Toronto, Ontario this 19th day of March, 2026

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “Victor Cantore”

VICTOR CANTORE
Chief Executive Officer and Director

23657349.2
26

23657349.2

SCHEDULE A

AUDIT COMMITTEE CHARTER

I. CONSTITUTION AND PURPOSE

The audit committee (the “Committee”) has been established by resolution of the board of directors (the “Board”) of Chablis Capital Corp. (the “Company”) for the purpose of assisting the Board in fulfilling its oversight responsibilities in relation to the accounting and financial reporting processes of the Company, audits of the financial statements of the Company, review of the Company’s systems of internal controls and in relation to risk management matters including:

a) the review of the annual and interim financial statements of the Company;
b) the integrity and quality of the Company’s financial reporting and systems of internal control, and financial risk management;
c) the Company’s compliance with legal and regulatory requirements;
d) the qualifications, independence, engagement, compensation and performance of the Company’s external auditors (the “Company’s Auditors”); and
e) the exercise of the responsibilities and duties set out in this charter (the “Charter”).

II. COMPOSITION

The members of the Committee shall be appointed by the Board from amongst the directors of the Company (the “Directors”) and shall be comprised of not less than three members. A majority of the members of the Committee shall be “independent”, as that term is defined in National Instrument 52-110 – Audit Committees (“NI 52-110”).

All members of the Committee shall be “financially literate”, as such term is defined in NI 52-110 or shall acquire within a reasonable time following appointment to the Committee, the ability to read and understand a set of financial statements that present the 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’s financial statements.

Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed or ceases to be a member of the Board. The Board shall fill vacancies in the Committee by appointment from among the members of the Board. If a vacancy exists on the Committee, the remaining members shall exercise all its powers so long as a quorum remains in office. The Board shall appoint a chair for the Committee from its members (the “Chair”). If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee who is present at the meeting shall be chosen by the Committee to preside at the meeting.

No Director who serves as board member of any other company shall be eligible to serve as a member of the Committee unless the Board has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Committee. Determinations as to whether a particular Director satisfies the requirements for membership on the Committee shall be made by the corporate governance committee of the Board. No member of the Committee shall receive from the Company or any of its affiliates any compensation other than the fees to which he or she is entitled as a Director of the Company or a member of a committee of the Board. Such fees may be paid in cash and/or shares, options or other in-kind consideration ordinarily available to Directors.

III. MEETING PROTOCOLS

The Committee shall meet at least once every quarter and shall meet at such other times during each year as the Chair of the Committee deems appropriate. The Chair of the Committee, any member of the Committee, the Company’s auditors, the Chairman of the Board, the Chief Executive Officer (“CEO”) or the Chief Financial Officer (“CFO”) may call a meeting of the Committee by notifying the Company’s corporate secretary, who will notify the members of the Committee. A majority of members of the Committee shall constitute a quorum.

At least five days’ notice of any meeting of the Committee shall be given in writing to each member of the Committee by any means of transmitted or recorded communication that produces a written copy, including by email. Notice may be waived or shortened with the consent of all the members of the Committee. Attendance by a member at a meeting notwithstanding any failure to give notice in accordance with this Charter shall be deemed to constitute waiver of notice of such meeting by such member. Notice of each meeting of the Committee shall also be given to the Chairman of the Board, the CEO, and CFO of the Company, and the Company’s Auditors.

The Chairman of the Board, the CEO and CFO of the Company, if invited by the Chair of the Committee, attend and speak at meetings of the Committee. Other Board members shall also, if invited by the Chair of the Committee, have the right of attendance. A representative of the Company’s Auditors shall have the right to attend and speak at any meeting of the Committee, and may attend if invited by the Chair of the Committee, in either case at the expense of the Company.

The Committee may also invite any other officers or employees of the Company, legal counsel, the Company’s financial advisors and any other persons to attend meetings and give presentations with respect to their area of responsibility, as considered necessary by the Committee.

At least quarterly, representatives of the Company’s Auditors shall meet the Committee without any of the executive Directors or other members of management in attendance, except by invitation of the Committee.

The Committee shall at each meeting appoint one of its members or any other attendee to be the secretary of the Committee.

Every question at a Committee meeting shall, if necessary, be decided by a majority of the votes cast.

Subject to any statutory or regulatory requirements or the articles and by-laws of the Company, the Committee shall fix its own procedures at meetings, maintain minutes or other records of its proceedings in sufficient detail to convey the substance of all discussions held and report to the Board at the next meeting of the Board. The minutes of the Committee’s meetings shall be tabled at the next meeting of the Board.

The Committee shall prepare a report to shareholders or others, concerning the Committee’s activities in the discharge of its responsibilities, when and as required by the by-laws of the Company or applicable laws or regulations.

The Chair of the Committee shall be available at the annual general meeting of the Company to respond to any shareholder questions on the activities and responsibilities of the Committee.

IV. AUTHORITY

The Committee is authorized by the Board to:

a) investigate any matter within its Charter;
b) have direct communication with the Company’s Auditors;
c) seek any information it requires from any employee of the Company; and
d) retain, at its discretion, outside legal, accounting or other advisors, at the expense of the Company, to obtain advice and assistance in respect of any matters relating to its duties, responsibilities and powers as provided for or imposed by this Charter or otherwise by law or the by-laws of the Company.

V. ROLES & RESPONSIBILITIES

The Committee shall have the roles and responsibilities set out below, as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these roles and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company.

23657349.2

A. Review of Accounting and Financial Reporting Matters

Review the Company's interim and annual financial statements and management's discussion & analysis of operations (the "MD&A"); annual information forms and earnings press releases prior to their public disclosure and Board approval, where required, and ensure that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements.
Following such review with management and the Company's Auditors, recommend to the Board whether to approve the annual or interim financial statements and MD&A and any other filings with the securities commissions.
Monitor in discussion with the Company's Auditors the integrity of the financial statements of the Company before submission to the Board, focusing particularly on:

a) significant accounting policies and practices and any changes in such accounting policies and practices;

b) major judgment areas including significant estimates and key assumptions;

c) significant adjustments resulting from the audit;

d) the going concern assumption;

e) compliance with accounting standards including the effects on the financial statements of alternative methods within generally accepted accounting principles;

f) the Company's Auditors' judgment about the quality, not just the acceptability, of the accounting principles applied in the Company's financial reporting;

g) compliance with stock exchange and legal requirements;

h) the extent to which the financial statements are affected by any unusual transactions;

i) significant off-balance sheet and contingent asset and liabilities and the related disclosures;

j) significant interim review audit findings during the year, including the status of previous audit recommendations; and

k) all related party transactions with the required disclosures in the financial statements.

On at least an annual basis, review with the Company's legal counsel and management, all legal and regulatory matters and litigation, claims or contingencies, including tax assessments, that could have a material effect upon the financial position of the Company, and the manner in which these matters may be, or have been, disclosed in the financial statements

B. Relationship with the Company's Auditors

Consider and make recommendations to the Board, for it to put to the shareholders for their approval in a general or special meeting, in relation to the appointment, re-appointment and removal of the Company's Auditors and to approve the compensation and terms of engagement of the Company's Auditors for the annual audit, interim reviews and any other audit related services.
Require the Company's Auditors to report directly to the Committee.
Discuss with the Company's Auditors, before an audit commences, the nature and scope of the audit, and other relevant matters.
4 -

Review and monitor the independence, objectivity and performance of the Company’s Auditors and the effectiveness of the audit process taking into consideration relevant professional and regulatory requirements.
Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Company.
Discuss problems and reservations arising from an audit, and any matters the Company’s Auditors may wish to discuss (in the absence of management where necessary).
Review the Company’s Auditors’ management letter and management’s response.
Develop and implement a pre-approval policy on the engagement of the Company’s Auditors to supply non-audit services to the Company and its subsidiaries, taking into account relevant ethical guidance regarding the provision of non-audit services by the Company’s Auditors and the preservation of their independence.
Consider the major findings of the Company’s Auditors and management’s response, including the resolution of disagreements between management and the Company’s Auditors regarding financial reporting.

C. Review of Disclosure Controls & Procedures (“DC&P”) and Internal Controls Over Financial Reporting (“ICFR”)

Monitor and review the Company’s disclosure policy on an annual basis.
In conjunction with each fiscal year end, review management’s assessment of the design and effectiveness of Company’s DC&P including any control deficiencies identified and the related remediation plans for any significant or material deficiencies.
In conjunction with each fiscal year end, review management’s assessment of the design and effectiveness of the Company’s ICFR including any control deficiencies identified and the related remediation plans for any significant or material deficiencies.
Review and discuss any fraud or alleged fraud involving management or other employees who have a role in the Company’s ICFR and the related corrective and disciplinary action to be taken.
Discuss with management any significant changes in the ICFR that are disclosed, or considered for disclosure, in the MD&A, on a quarterly basis.
Review and discuss with the CEO and the CFO the procedures undertaken in connection with CEO and CFO certifications for the annual and interim filings with the securities commissions.
Review the adequacy of internal controls and procedures related to any corporate transactions in which directors or officers of the Company have a personal interest, including the expense accounts of senior officers of the Company and officers’ use of corporate assets.

D. Review of the Company’s Financing and Insurance

Review the adequacy of the Company’s insurance policies.
Review all major financings of the Company and its subsidiaries and annually review the Company’s financing plans and strategies.

E. Financial Risk Management

Review with the CEO and CFO and the Company’s Auditors their assessment of the significant financial risks and exposures of the Company and discuss with management the steps which the Company has taken to monitor and control such exposures.

23657349.2

Review current and expected future compliance with covenants under any financing agreements.
Review any other significant financial exposures including such things as tax audits, government audits or any other activities that expose the Company to the risk of a material financial loss.
Report the results of such reviews to the Board for the purpose of assisting the Board in identifying the principal business risks associated with the businesses of the Company.

F. Establishment of Procedures for the Receipt and Treatment of Complaints regarding Accounting, Internal Accounting Controls, or Auditing Matters

Establish procedures for:
a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;
b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and
c) the investigation of such matters with appropriate follow-up action.

G. Corporate Governance

The Committee may, if requested:
a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to insurance, accounting, management reporting and risk management; and
b) review with management and the external auditor their assessment of the significant financial risks and exposures of the Company and discuss with management the steps which the Company has taken to monitor and control such exposures.

H. Complaints and Employee Submissions

The Committee shall establish procedures for:
a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

VI. COMMITTEE EFFECTIVENESS PROCEDURES

The Committee shall review its Charter on an annual basis, or more often as required, to ensure that they remain adequate and relevant, and incorporate any material changes in statutory and regulatory requirements and the Company's business environment.

The procedures outlined in this Charter are meant to serve as guidelines, and the Committee may adopt such different or additional procedures as it deems necessary from time to time.

In setting the agenda for a meeting, the Chair of the Committee shall encourage the Committee members, management, the Company's Auditors and other members of the Board to provide input in order to address emerging issues.

Prior to the beginning of a fiscal year, the Committee shall submit an annual planner for the meetings to be held during the upcoming fiscal year, for review and approval by the Board to ensure compliance with the requirements of the Committee's Charter.

23657349.2

Any written material provided to the Committee shall be appropriately balanced (i.e. relevant and concise) and shall be distributed at least five business days in advance of the respective meeting to allow Committee members sufficient time to review and understand the information.

The Committee shall conduct an annual self-assessment of its performance and this charter, and shall make recommendations to the Board with respect thereto.

Members of the Committee shall be provided with appropriate and timely training to enhance their understanding of auditing, accounting, regulatory and industry issues applicable to the Company.

New Committee members shall be provided with an orientation program to educate them on the Company, their responsibilities and the Company's financial reporting and accounting practices.

VII. ADOPTION AND EFFECTIVENESS

This Charter was first adopted on the 15th day of November, 2023.

23657349.2
- 7 -

23657349.2

SCHEDULE B

STOCK OPTION PLAN

NORTHMIN CORPORATION

STOCK OPTION PLAN

SECTION 1 - PURPOSE OF THE PLAN

1.1 The purpose of this Stock Option Plan (the “Plan”) is to provide directors, officers and employees of, and consultants (as defined below) to, NorthMin Corporation and, if applicable, its subsidiaries (collectively, the “Company”) with a proprietary interest through the granting of options to purchase common shares (the “Shares”) of the Company, subject to certain conditions as hereinafter set forth, for the following purposes:

1.1.1 to increase the interest in the Company’s welfare of those directors, officers, employees and consultants who share primary responsibility for the management, growth and protection of the business of the Company;

1.1.2 to furnish an incentive to such directors, officers, employees and consultants to continue their services for the Company; and

1.1.3 to provide a means through which the Company may attract able persons to enter its employment.

1.2 For the purposes of the Plan, the terms “consultant”, “consultant company”, “management company employee” and “investor relations activities” shall have the respective meanings ascribed thereto in the policies of the TSX Venture Exchange.

SECTION 2 - ADMINISTRATION OF THE PLAN

2.1 The Plan shall be administered by the Board of Directors of the Company.

2.2 The Board of Directors of the Company may, from time-to-time, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan, subject to regulatory approval. The interpretation, construction and application of the Plan and any provisions thereof made by the Board of Directors of the Company shall be final and conclusive. No director shall be liable for any action taken or for any determination made in good faith in the administration, interpretation, construction or application of the Plan.

SECTION 3 - GRANTING OF OPTIONS

3.1 The Board of Directors of the Company may from time-to-time by resolution grant options to purchase Shares to directors, officers and/or employees of, and consultants to, the Company, provided that the total number of Shares in respect of which options are outstanding at any time under this Plan shall not exceed the number provided for in section 4 hereof.

3.2 Options may be granted by the Company only pursuant to resolutions of the Board of Directors.

3.3 Any option granted under this Plan shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the Shares subject to such option upon any stock exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities commission, stock exchange or any governmental or regulatory authority or body, is necessary as a condition of, or in connection with, the grant or exercise of such option or the issuance or purchase of Shares hereunder, such option may not be

accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board of Directors.

3.4 In the event that options are granted to employees, consultants or management company employees, the Company shall represent that the optionee is a bona fide employee, consultant or management company employee, as the case may be, of the Company.

SECTION 4 - SHARES SUBJECT TO THE PLAN

4.1 The aggregate number of Shares in respect of which options may be outstanding at any time under this Plan shall not exceed ten percent (10%) of the number of issued and outstanding Shares at such time.

4.2 The aggregate number of Shares reserved for issuance to any one optionee, whether under this Plan, shall not exceed, in any twelve (12) month period, five percent (5%) of the number of issued and outstanding Shares of the Company at the date the option is granted.

4.3 The aggregate number of Shares reserved for issuance to any one consultant, whether under this Plan, shall not exceed, in any twelve (12) month period, two percent (2%) of the number of issued and outstanding Shares of the Company at the time the option is granted to said consultant under this Plan.

4.4 The aggregate number of Shares reserved for issuance to all persons conducting investor relations activities, whether under this Plan, shall not exceed, in any twelve (12) month period, two percent (2%) of the number of issued and outstanding Shares of the Company at the time of any grant of an option under this Plan to a person conducting investor relations activities.

4.5 The aggregate number of Shares that are issuable under the Plan to all options granted or issued to insiders of the Company, as a group (as such term is defined under the TSX Ventures Exchange policies) must not exceed ten percent (10%) of the issued and outstanding Shares of the Company at any point in time, unless the approval of the disinterested shareholders of the Company is obtained;

4.6 The grant to insiders of the Company, as a group (as such term is defined under the TSX Ventures Exchange policies) within a twelve (12) month period, of an aggregate number of options must not exceed ten percent (10%) of the issued and outstanding Shares of the Company at the date an option is granted to any insider, unless the approval of the disinterested shareholders of the Company is obtained.

4.7 Shares in respect of which options are not exercised due to the expiration, termination or lapse of such options, shall be available for options to be granted thereafter pursuant to the provisions of the Plan.

SECTION 5 - OPTION PRICE

5.1 The option price per Share which is the subject of any option shall be fixed by the Board of Directors of the Company at the time of granting the option. The option price for the Shares shall not be less than the Market Price of the Shares, as defined in section 5.2 hereof, less the maximum discount permitted under the policies of the TSX Venture Exchange.

5.2 The term “Market Price” shall mean the closing price of the Shares on the TSX Venture Exchange on the business day immediately preceding the day on which the option is granted. In the event

that the Shares did not trade on the TSX Venture Exchange on the said day, “Market Price” shall mean the weighted average trading price of the Shares on the TSX Venture Exchange for the last five (5) days on which the Shares traded on the TSX Venture Exchange immediately prior to the day on which the option is granted. In the event that the Shares are not listed or posted for trading on the TSX Venture Exchange, the “Market Price” shall be the fair market value of the Shares as determined by the Board of Directors in its discretion.

5.3 In the event that the Company proposes to reduce the exercise price or extend the term of an option held by an insider of the Company (as such term is defined under TSX Venture Exchange policies), such reduction or extension shall be subject to the approval of the disinterested shareholders of the Company.

SECTION 6 - CONDITIONS GOVERNING OPTIONS

6.1 Each option shall be subject to the following conditions:

6.1.1 Employment

The granting of an option to an officer or employee shall not impose upon the Company any obligation to retain the optionee in its employ.

6.1.2 Option Term

The maximum period during which an option is exercisable shall be ten (10) years from the date the option is granted, after which the option shall lapse. At the time of granting an option, the Board of Directors, at its discretion, may set a shorter period of time during which an option is exercisable. However, if an option is to expire during a period when the optionee is prohibited by the Company from trading in the Shares pursuant to the policies of the Company (a “Blackout Period”), the term of such option shall be automatically extended for a period of ten (10) business days immediately following the end of the Blackout Period.

6.1.3 Period for Exercise of Options

At the time of granting an option, the Board of Directors, at its discretion, may set a “vesting schedule”, that is, one or more dates from which an option may be exercised in whole or in part. If the Board of Directors does not set such a schedule at the time of granting an option, the option may be exercised in whole or in part immediately in respect of all of the Shares under option. However, an option granted to a consultant performing investor relations activities must vest in stages over twelve (12) months with no more than one quarter (¼) of the options vesting in any three-month period.

6.1.4 Non-assignability of Option Rights

Each option granted hereunder is personal to the optionee and shall not be assignable or transferable by the optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased optionee. No option granted hereunder shall be pledged, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

6.1.5 Other Terms

The Board may at the time of granting options hereunder provide for additional terms and conditions which are not inconsistent with section 6 hereof.

6.1.6 Effect of Termination of Employment or Office or Death

6.1.6.1. If an optionee becomes, in the determination of the Board of Directors, permanently disabled while employed by the Company or while a director or management company employee thereof or a consultant thereto, any option or unexercised part thereof granted to such optionee may be exercised by the optionee only for that number of shares which he was entitled to acquire under the option at the time of the occurrence of his permanent disability. Such option shall be exercisable within ninety (90) days after the occurrence of the optionee's permanent disability or prior to the expiration of the term of the option, whichever occurs earlier, subject to the condition that if the optionee was engaged in investor relations activities for the Company, such option shall be exercisable within thirty (30) days after the occurrence of such permanent disability or prior to the expiration of the term of the option, whichever occurs earlier.

6.1.6.2. If an optionee dies while employed by the Company or while a director or management company employee thereof or a consultant thereto, any option or unexercised part thereof granted to such optionee may be exercised by the person to whom the option is transferred by will or the laws of succession only for that number of shares which he was entitled to acquire under the option at the time of his death. Such option shall be exercisable within one (1) year after the optionee's death or prior to the expiration of the term of the option, whichever occurs earlier.

6.1.6.3. Upon an optionee's employment, office or directorship or consulting services with the Corporation terminating or ending for cause, no option or unexercised part thereof granted to such optionee may be exercised by him.

6.1.6.4. Upon an optionee's employment, office or directorship or consulting services with the Company terminating or ending otherwise than by reason of death, permanent disability or termination for cause, any option or unexercised part thereof granted to such optionee may be exercised by him only for that number of shares which he was entitled to acquire under the option at such time, including pursuant to section 6.1.3 above, to the extent applicable. Any such "vested" option shall be exercisable within ninety (90) days after such date or within a reasonable period not to exceed 12 months as determined by the Board of Directors in its sole discretion at the time of such ineligibility; or prior to the expiration term of the option, whichever occurs earlier, after which the option is null and void.

6.1.7 Rights as a Shareholder

The optionee (or his personal representatives or legatees) shall have no rights whatsoever as a shareholder in respect of any Shares subject to his option until the date of issuance of a share certificate to him (or his personal representatives or legatees) for such Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

6.1.8 Method of Exercise

Subject to the provisions of this Plan, an option granted under this Plan shall be exercisable by the optionee (or his personal representatives or legatees) giving notice in writing to the Secretary of the Company at its head office, which notice shall specify the number of Shares in respect of which the option is being exercised and shall be accompanied by payment in full of the purchase price, by certified cheque, for the number of shares specified. Upon such exercise of the option, the Company shall forthwith cause the transfer agent and registrar of the Shares of the Company to deliver to the optionee (or his personal representatives or legatees) a certificate in the name of the optionee representing in the aggregate such number of Shares as the optionee (or his personal representatives or legatees) shall have then paid for and as are specified in such written notice of exercise of option.

6.2

Options may be evidenced by a share option agreement, instrument or certificate in such form not inconsistent with this Plan as the Board of Directors may from time to time determine, provided that the substance of section 6.1 be included therein. All options granted under this Plan and Shares issued upon the exercise thereof shall bear a legend, to the extent applicable, with respect to the four-month hold period required by the TSX Venture Exchange, calculated from the date of the grant of the option. The foregoing legend shall be in addition to any which might be required under provincial securities legislation.

6.3

Any option granted hereunder shall not form part of an optionee’s compensation from the Company for purposes of determining any severance payment, indemnity in lieu of reasonable notice, or other payment to the optionee in the event of termination of the optionee’s employment or office by the Company.

6.4

If the Company is required under the Income Tax Act (Canada) or any other applicable law to remit to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the exercise of an option by an optionee, then the optionee shall, concurrently with the exercise of the option:

(a) pay to the Company, in addition to the exercise price for the options, sufficient cash as is determined by the Company to be the amount necessary to fund the required tax remittance;

(b) authorize the Company, on behalf of the optionee, to sell in the market, on such terms and at such time or times as the Company determines, such portion of the Shares being issued upon exercise of the option as is required to realize cash proceeds in an amount necessary to fund the required tax remittance; or

SECTION 7 - ADJUSTMENT TO SHARES SUBJECT TO THE OPTION

7.1

In the event of any subdivision of the Shares into a greater number of Shares at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, the Company shall deliver to such optionee at the time of any subsequent exercise of his option in accordance with the terms hereof in lieu of the number of Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such optionee would have held as a result of such subdivision if on the record date thereof the optionee had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

7.2 In the event of any consolidation of the Shares into a lesser number of Shares at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, the Company shall deliver to such optionee at the time of any subsequent exercise of his option in accordance with the terms hereof in lieu of the number of Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such optionee would have held as a result of such consolidation if on the record date thereof the optionee had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

7.3 If at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in sections 7.1 and 7.2 or, subject to the provisions of section 8.2.1 thereof, the Company shall consolidate, merge or amalgamate with or into another company (the company resulting or continuing from such consolidation, merger or amalgamation being herein called the “Successor Company”), the optionee shall (subject to the prior acceptance of the TSX Venture Exchange pursuant to section 4.7(d) of Policy 4.4) be entitled to receive upon the subsequent exercise of his option in accordance with the terms hereof and shall accept in lieu of the number of Shares then subscribed for but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Company or the Successor Company (as the case may be) and/or other consideration from the Company or the Successor Company (as the case may be) that the optionee would have been entitled to receive as a result of such reclassification, reorganization or other change of shares or, subject to the provisions of section 8.2.1 thereof, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change of shares or the effective date of such consolidation, merger or amalgamation, as the case may be, he had been the registered holder of the number of Shares to which he was immediately theretofore entitled upon such exercise.

SECTION 8 - AMENDMENT OR DISCONTINUANCE OF THE PLAN

8.1 Subject to obtaining the necessary regulatory approvals, the Board of Directors may amend or discontinue this Plan at any time, provided, however, that no such amendment may adversely affect any option rights previously granted to an optionee under this Plan without the consent of the optionee, except to the extent required by law.

8.2 Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board of Directors in the implementation thereof:

8.2.1 in the event the Company proposes to amalgamate, merge or consolidate with or into any other company (other than with a wholly-owned subsidiary of the Company) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares of the Company or any part thereof shall be made to all holders of Shares of the Company (other than the offeror or offerors), the Company shall have the right (subject that any adjustment, other than in connection with a security consolidation or security split, to options granted or issued under the Plan must be subject to the prior acceptance of the TSX Venture Exchange pursuant to section 4.7(d) of Policy 4.4, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization), upon written notice thereof to each optionee holding options under this Plan, to permit the exercise of all such options within the 20-day period next following the date of such notice and to determine that upon the expiry of such 20-day period, all rights of optionees to such options or to exercise same (to the extent not theretofore exercised) shall terminate and cease to have further force or effect whatsoever;

8.2.2 the Board of Directors may by resolution, but subject to applicable regulatory requirements and the rules of any stock exchange on which the Shares are then listed, advance the date on which any option may be exercised in a manner to be set forth in such resolution. The Board of Directors shall not, in the event of any such advancement, be under any obligation to advance the date on or by which any option may be exercised by any other optionee; and

8.2.3 the Board of Directors may by resolution, but subject to applicable regulatory requirements and the rules of any stock exchange on which the Shares are then listed, decide that any of the provisions hereof concerning the termination of an option shall not apply for any reason acceptable to the Board of Directors.

SECTION 9 - EFFECTIVE DATE OF PLAN

9.1 This Plan was adopted by the Board of Directors of NorthMin Corporation. on the 19th day of March, 2026.

AI assistant

Chablis Capital Corp — Proxy Solicitation & Information Statement 2026

48517_rns_2026-04-01_456b61e2-6b74-4663-9a50-edbf79e0f5de.pdf

CHABLIS CAPITAL CORP.

Chablis Capital Corp.

INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING TO BE HELD ON APRIL 23, 2026

VOTING

HOW A VOTE IS PASSED

WHO CAN VOTE?

VOTING BY PROXY

WHAT IS A PROXY?

APPPOINTING A PROXYHOLDER

INSTRUCTING YOUR PROXY

REVOKING YOUR PROXY IF YOU CHANGE YOUR MIND

REGISTERED SHAREHOLDERS

BENEFICIAL SHAREHOLDERS

SHAREHOLDERS IN THE UNITED STATES

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Description of Shares

QUALIFYING TRANSACTION

Structure of the Transaction

Concurrent Financing

Management and Board of Directors

Conditions to Completion

Wanda Cutler

Victor Cantore

Evan Kirby

Aiden Lavelle

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

4. Appointment of Auditors

5. Approval of Name Change

6. Approval of the Corporation’s New Stock Option Plan

DIRECTORS' AND OFFICERS' COMPENSATION

Compensation Discussion and Analysis

Existing Option Plan

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Securities authorized for issuance under equity compensation plans

Employment Contracts

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Board Committees

Assessments

AUDIT COMMITTEE

Mandate

Composition

Meetings

Relevant Education and Experience

Wanda Cutler

Michel Fontaine

Victor Cantore

Audit Committee Charter - Responsibilities and Duties

Reporting

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemptions

MANAGEMENT CONTRACTS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

ADDITIONAL INFORMATION

OTHER MATTERS

DIRECTORS' APPROVAL

SCHEDULE A

AUDIT COMMITTEE CHARTER

I. CONSTITUTION AND PURPOSE

II. COMPOSITION

III. MEETING PROTOCOLS

IV. AUTHORITY

V. ROLES & RESPONSIBILITIES

A. Review of Accounting and Financial Reporting Matters

B. Relationship with the Company's Auditors

Chablis Capital Corp Proxy Solicitation & Information Statement 2026