Critical Reagent
Processing Corp.

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at April 1, 2026 unless indicated otherwise)

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Critical Reagent Processing Corp. (the “Company”) for use at the annual general meeting (the “Meeting”) of its shareholders to be held on Wednesday, May 6, 2026 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Circular, references to “the Company”, “we” and “our” refer to Critical Reagent Processing Corp. and “common shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold common shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of common shares held as of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

The only methods by which you may appoint a person as proxy are submitting a Proxy by mail, hand delivery or fax.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the common shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your common shares will be voted accordingly. The Proxy confers discretionary authority on persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

(b) any amendment to or variation of any matter identified therein, and

In respect of a matter for which a choice is not specified in the Proxy, or where both choices have been specified, in favour or all matters described herein, the persons named in the Proxy will vote the common shares represented by the Proxy for the approval of such matter.

Notice and Access

The Company is not sending this Circular to registered or beneficial shareholders using “notice-and-access” as defined under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”).

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 form of Proxy and returning it to the Company’s transfer agent, Endeavor Trust Corporation (“Endeavor Trust”), by:

(a) mail or by hand to Suite 702 - 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4;
(b) facsimile to 604.559.8908;
(c) email to [email protected]; or
(d) www.eproxy.ca.

In all cases ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of the Proxy.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold common 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 Company as the registered holders of common shares).

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company 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 Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder’s name on the records of the Company. Such common shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In the United States, the vast majority of such common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository 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).

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”).

Pursuant to National Instrument 54-101 of the Canadian Securities Administrators (the “CSA”), the Company is sending proxy-related materials directly to NOBOs, which materials will include a Voting Instruction Form (a “VIF”). These VIFs are to be completed and returned to Endeavor Trust by mail, email or by facsimile. Endeavor Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

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

Every intermediary that mails proxy-related materials to Beneficial Shareholders has its own mailing procedures and provides its own return instructions to clients. Beneficial Shareholders should follow the instructions of their intermediary carefully to ensure that their common shares are voted at the Meeting.

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 voting instruction form (the “Broadridge VIF”) which will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. The Broadridge VIF will appoint the same persons as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Company), other than the persons designated in the Broadridge VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the Broadridge VIF. The completed Broadridge 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 common shares to be represented at the Meeting. If you receive a Broadridge VIF, you cannot use it to vote common shares directly at the Meeting – the Broadridge VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the common shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your common shares in that capacity. If you wish to attend at the Meeting and indirectly vote your common shares as proxyholder for your broker, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your broker in accordance with the instructions provided by such broker, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal Proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your common shares.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date to Endeavor Trust at Suite 702 - 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, or to the address of the registered and records office of the Company at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia V6J 4M6, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof.

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

Notice to United States Shareholders

The Company’s common shares are not registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and this solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Residents of the United States should be aware that applicable Canadian proxy solicitation rules differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

This document does not address any income tax consequences of the disposition of the Company’s shares by shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of shares by them may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning any properties and operations of the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada, and reconciled to accounting principles generally accepted in the United States.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “Board”) of the Company has fixed April 1, 2026 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who complete, sign and deliver a form of Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their common shares voted at the Meeting.

The Company is authorized to issue an unlimited number of common shares without par value. As of the Record Date, there were 10,532,298 common shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the common shares.

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

SETTING NUMBER OF DIRECTORS

The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at four (4). The Board proposes that the number of directors be fixed at four (4). Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected be fixed at four (4).

ELECTION OF DIRECTORS

The term of office of each of the current directors expires at the conclusion of the Meeting. Unless the director’s office is earlier vacated in accordance with the provisions of the Business Corporations Act British Columbia (the “BCBCA”), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following table sets out the names of management’s nominees for election as a director, the province or state and country in which he is ordinarily resident, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of common shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date.

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment(1)	Director Since	Common Shares Beneficially Owned or Controlled(1)
Adrian Hobkirk(2)
Washington, USA
President, CEO and Director	Business Executive; President and CEO of the Company. President and CEO of Lithium South Development Corporation since October 2004, President and CEO of Gold Port Corporation since November 2016.	April 4, 2018	60,300
Teresa Cherry
British Columbia, Canada
CFO, Secretary and Director	Chartered Professional Accountant, Certified General Accountant; self-employed management consultant providing management and accounting consulting services to public companies since 2018, and accountant of a private company servicing junior public companies since 2009.	March 5, 2018	60,000(3)

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment(1)	Director Since	Common Shares Beneficially Owned or Controlled(1)
Christopher P. Cherry(2)
British Columbia, Canada
Director	Chartered Professional Accountant; self-employed management consultant providing management and accounting consulting services to public companies since 2007.	April 4, 2018	60,000(4)
William (Bill) Feyerabend(2)
Arizona, USA
Director	Providing consulting services in the exploration and development sector since 1972 and management consultant services since 2007.	November 10, 2020	Nil

(1) The information as to principal occupation, business or employment and common shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
(2) Denotes member of the Audit Committee.
(3) These common shares are held by CTC Consulting Ltd., a company owned and operated by Teresa Cherry.
(4) These common shares are held by Cherry Consulting Ltd., a company owned and operated by Mr. Cherry.

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

Bankruptcies, Orders and Management Cease Trade Orders

Except as disclosed below, to the best of the Company’s knowledge, as at the date of this Circular, and within the last 10 years before the date of this Circular, no proposed nominee for election as a director of the Company (or any of their personal holding companies) was a director or executive officer of any company (including the Company) acted in that capacity for a company that was:

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

Christopher P. Cherry was the CFO of Mojave Brands Inc. and was the subject of a CTO from January 18, 2016 to April 5, 2016 for failure to file financial statements. Documents were filed and the CTO was lifted.

Mr. Cherry was a director and officer of 1040426 BC Ltd., 1040433 BC Ltd., 1040440 BC Ltd., 1040442 BC Ltd. and Genix Pharmaceutical Corp., companies that are reporting issuers in the provinces of British Columbia and Alberta. On December 2, 2016, the British Columbia Securities Commission (“BCSC”) issued a cease trade order (“CTO”) against these companies, their directors, officers and insiders for failure to file financial statements and management’s discussion and analysis (together, the “Financial Materials”) for the year ended July 31, 2016. The BCSC also issued deficiency notices to each of 1040440 BC Ltd. and Genix Pharmaceutical Corp. for failure to file first quarter financial statements and management’s

discussion & analysis for the period ended October 31, 2016. On May 23, 2017, the BCSC issued revocation orders for each of 1040426 BC Ltd., 1040433 BC Ltd. and 1040442 BC Ltd. (now Zenith Exploration Inc.) and the CTOs were lifted. On September 20, 2017, the BCSC issued a revocation order for 1040440 BC Ltd. and the CTO was lifted. On April 13, 2018, the BCSC issued a revocation order for Genix Pharmaceutical Corp. and the CTO was lifted.

On March 24, 2017, the Court of Queen's Bench of Alberta granted an application of the Wellstar Energy Corp. (“Wellstar”) lenders, to appoint Grant Thornton Limited (the “Receiver”) as receiver and manager over the assets, undertakings and property of WellStar and its wholly owned subsidiary Nexxtep Resources Ltd (“Nexxtep”). The Receiver is charged with managing the day-to-day affairs of Wellstar and Nexxtep during the period of its appointment. Mr. Cherry resigned as CFO effective March 24, 2017 and as a director in May 2017.

Mr. Cherry is the CFO and a director of ESG Global Impact Inc. (formerly Block One Capital Inc.) (“ESG Global”). On January 2, 2019, the BCSC issued a CTO against ESG Global and Mr. Cherry, as an insider of ESG Global, for failure to file Financial Materials for the year ended August 31, 2018. On January 31, 2019, the BCSC issued a revocation order for ESG Global and the CTO was lifted.

Mr. Cherry was the CFO of NetCents Technology Inc. (“NetCents”) from October 2018 to May 21, 2021. On March 1, 2019, at the request of management of NetCents, the BCSC issued a CTO against the insiders of NetCents for failure to file Financial Materials for the year ended October 31, 2018. On March 29, 2019, the BCSC issued a revocation order for NetCents and the CTO was lifted. Also, On March 1, 2020, the BCSC issued a CTO against NetCents and its insiders for failure to file Financial Materials for the year ended October 31, 2019. On March 29, 2020, the BCSC issued a revocation order for NetCents and the CTO was lifted. On June 17, 2020, the BCSC issued a revocation order for NetCents and the MCTO was lifted.

On June 9, 2020, at the request of management of Lithium South Development Corporation (“Lithium South”), Lithium South submitted an application to the BCSC for a management cease trade order (the “MCTO”) for the postponement of filing its Financial Materials for the year ended December 31, 2019 and Financial Materials for the quarter ended March 31, 2020. On July 16, 2020, the BCSC issued a revocation order for Lithium South and its insiders and the MCTO was lifted. All directors of Lithium South, including Adrian Hobkirk, Christopher P. Cherry, and Allen V. Ambrose were subject to the MCTO for Lithium South.

Mr. Cherry was the CFO of WPD Pharmaceuticals Inc. (“WPD”). On June 16, 2020, the BCSC issued a CTO against WPD and its insiders for failure to file the Financial Materials for the year ended December 31, 2019. On July 31, 2020, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry is the CFO and a director of Gold Port Corporation (“Gold Port”). On July 22, 2020, the BCSC issued a CTO against Gold Port and its insiders for failure to file Financial Materials for the year ended December 31, 2019. On September 3, 2020, the BCSC issued a revocation order for Gold Port and the CTO was lifted. Also on May 4, 2022, the BCSC issued a deficiency notice to Gold Port for failure to file Financial Materials for the year ended December 31, 2021. On June 10, 2022, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry was the CFO and a director of Aegis Critical Energy Defence Corp. (formerly Energy Plug Technologies Corp. and formerly VPN Technologies Inc.) (“QESS”). On November 5, 2020, the BCSC and Ontario Securities Commission (the “OSC”) issued a CTO against QESS and its insiders for failure to file Financial Materials for the year ended June 30, 2020. On December 31, 2020, the BCSC issued a revocation order for QESS and the CTO was lifted. Also on November 4, 2021, the BCSC issued a CTO against QESS and its insiders for failure to file Financial Materials for the year ended June 30, 2021. On June 15, 2022, the BCSC and OSC issued a revocation order and the CTO was lifted. On June 16, 2022, the CSE reinstated the common shares of QESS for trading.

Mr. Cherry was the CFO of AuQ Gold Mining Inc. (“AuQ”). On June 29, 2021, the BCSC issued a CTO against AuQ and its insiders for failure to file the Financial Materials for the year ended February 28, 2021. On August 17, 2021, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry was the former CFO of Blackwell Intelligence Inc. (“Blackwell”). On May 9, 2022, the BCSC issued a CTO against Blackwell and its insiders for failure to file the Financial Materials for the year ended December 31, 2021. On July 28, 2022, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry is the CFO and a director of Lynx Global Digital Finance Corp. and is currently subject to a CTO as a result of not filing its financial statements for the year ended December 31, 2021 and 2022. This CTO was issued on May 9, 2022.

Mr. Cherry is the Interim CEO and CFO of Eon Lithium Corp. (formerly, Angel Gold Corp.) (“EON”). On May 3, 2022, at the request of management, EON submitted an application to the BCSC for an MCTO for the postponement of filing its Financial Materials for the year ended December 31, 2021. On May 30, 2022, the BCSC issued a revocation order and the MCTO was lifted. On May 6, 2025, the BCSC issued a CTO against EON and its insiders for failure to file the Financial Materials for the year ended December 31, 2024, and on May 9, 2025, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry is the CFO of Global Hemp Group Inc. (“Global Hemp”). On January 29, 2025, at the request of management, Global Hemp submitted an application to the BCSC for a MCTO for the postponement of filing its Financial Materials for the year ended September 30, 2024. This MCTO remains in effect. On April 15, 2025, the BCSC issued a CTO against Global Hemp for failure to file its Financial Materials for the interim period ended December 31, 2024. This MCTO remains in effect.

Mr. Cherry is the CFO of BioVaxys Technology Corp. (“BTC”). BTC submitted an application to the BCSC for an MCTO for the postponement of filing its Financial Materials for the year ended October 31, 2025. On March 3, 2026, the BCSC issued the MCTO. This MCTO remains in effect.

APPOINTMENT OF AUDITOR

Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants (“DMCL”), of 1500 – 1140 West Pender Street, Vancouver, BC V6E 4G1, will be nominated at the Meeting for re-appointment as auditor of the Company at a remuneration to be fixed by the Board.

Unless otherwise directed, the person(s) named in the enclosed Proxy intend to vote FOR the appointment of DMCL as auditor of the Company until the close of the next annual general meeting.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its audit committee (“Audit Committee”) and its relationship with its independent auditor, in accordance with Form 52-110F2 Disclosure by Venture Issuers, as set forth in the following:

Audit Committee Charter

The full text of the Company’s audit committee charter (the “Audit Committee Charter”) is attached to the Company’s Circular dated November 23, 2021 which was filed on SEDAR+ at www.sedarplus.ca on December 6, 2021 and is specifically incorporated by reference into, and forms an integral part of, this Circular.

Composition of the Audit Committee

The current members of the Audit Committee are William (Bill) Feyerabend (Chair), Adrian Hobkirk and Christopher P. Cherry. All members of the Audit Committee are considered to be financially literate. All members of the Audit Committee are considered independent.

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

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

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

William (Bill) Feyerabend has over 50 years of experience in mineral exploration in twelve countries. He has worked at every level from prospect evaluation to regional exploration to discovery and development of major gold deposits. He was

part of the discovery to production of the million ounce Mesquite gold mine in California and the multi-million ounce Chimney Creek (now Twin Creeks) mine in Nevada. Mr. Feyerabend also served as Project Manager for one of the largest gold mines in the world, the large Brisas Gold Mine in Venezuela. Mr. Feyerabend is very familiar with Gold Port’s Groete Gold Copper Deposit, having supervised exploration on site at the project in 2012. He has been a Certified Professional Geologist since 2007 and has authored technical reports on gold projects in five countries. In addition to gold, he also has been part of the discovery of industrial minerals, base metal and lithium brine deposits. Most recently he helped bring Flagstaff Minerals’ Kingman Project (Arizona) through permitting and drilling. He graduated from the University of Southern California with a B. Sc. Geology degree in 1972.

Adrian Hobkirk has over 30 years of experience in the mining and venture capital industry, beginning with Norgold Resources in 1990, which was ultimately purchased by BEMA Gold. Mr. Hobkirk has been the President, CEO and a director of Gold Port since November 18, 2016. He has been involved in Guyana for over twenty years and founded Gold Port to develop the Groete Gold Copper Deposit in 2006. Mr. Hobkirk has been the founder, project developer, President, CEO and a director of Lithium South since October 20, 2004. In December 2025, he negotiated the sale of Lithium South’s Hombre Muerto North lithium project in Argentina with POSCO Argentina S.A.U. and, as at the date of this Circular, is completing the closing thereof. He has worked in many countries including Canada, Mongolia, Venezuela, Guyana, Chile, Colombia, the United States and Mexico. He has been involved in mineral exploration and technology ventures, and has extensive public company experience. He holds a BA in Economics from Simon Fraser University.

Christopher P. Cherry has over 20 years of corporate accounting and audit experience. Mr. Cherry has extensive corporate experience and has held senior level positions for several public mining companies including director, CFO, and Corporate Secretary. Mr. Cherry has been CFO of Lithium South since November 26, 2014 and a director since December 22, 2017. He has been CFO and director of Gold Port since November 18, 2016. He is an IPO specialist. Mr. Cherry is a Chartered Professional Accountant, having completed his Chartered Accountant designation in February 2009 and his Certified General Accountant in 2004. In his former experience as an auditor, he held positions with KPMG and Davidson and Company LLP in Vancouver, where he gained experience as an auditor for junior public companies.

Each member of the Audit Committee has:

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

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any external auditor, other than DMCL.

Reliance on Certain Exemptions

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

All services to be performed by the independent auditor of the Company must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provisions of services other than audit services is compatible with maintaining the auditor’s independence and has adopted a policy governing the provision of these services. This policy requires that pre-approval by the Audit Committee of all audit and non-audit services provide by any external auditor, other than any de minimus non-audit services allowed by applicable law or regulation.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by DMCL, to the Company to ensure auditor independence. The following table outlines the fees incurred by DMCL for audit and non-audit services in the last two financial years:

Nature of Services	Fees Paid for the Year Ended June 30, 2025	Fees Paid for the Year Ended June 30, 2024
Audit Fees^{(1)}	$18,260	$19,927
Audit-Related Fees^{(2)}	$2,730	$2,520
Tax Fees^{(3)}	Nil	Nil
All Other Fees^{(4)}	Nil	Nil
Total:	$20,990	$22,447

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements, and fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

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

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

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

Exemption

The Company is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit Committee and in respect of its reporting obligations under NI 52-110 for the financial years ended June 30, 2025, June 30, 2024, June 30, 2023, June 30, 2022 and June 30, 2021. This exemption exempts a “venture issuer” from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of that instrument, as would otherwise be required by NI 52-110.

CORPORATE GOVERNANCE

General

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to provide disclosure in accordance with Form 58-101F2 Corporate Governance Disclosure (Venture Issuers). NP 58-201 provides guidance on corporate governance practices. The Board believes that good corporate governance improves corporate performance and benefits all of the Company’s shareholders. The CSA has adopted NI 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA has implemented NI 58-101, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

Board of Directors

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

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines

the effectiveness of the Company’s internal control processes and management information systems. The plenary Board reviews executive compensation and recommends stock option grants.

The independent members of the Board are William (Bill) Feyerabend and Christopher P. Cherry

The non-independent members of the Board are Adrian Hobkirk, President and CEO of the Company, and Teresa Cherry, CFO and Secretary of the Company.

Directorships of Other Reporting Issuers

The following directors of the Company are directors of other reporting issuers:

Adrian Hobkirk

Mr. Hobkirk is a current director of Gold Port Corporation and Lithium South Development Corporation.

Christopher P. Cherry

Mr. Cherry is a current director of each of AI Artificial Intelligence Ventures Inc., American Biofuels Inc., Anquiro Ventures Ltd., CloudMD Software & Services Inc., Gold Port Corporation, Eon Lithium Corp., Icanic Brands Company Inc., Infinity Stone Ventures Corp., Lithium South Development Corporation, Medbright AI Investments Inc. and Treatment.com International Inc.

William (Bill) Feyerabend

Mr. Feyerabend is a director of Gold Port Corporation and Eon Lithium Corp.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

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

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board determines compensation for the directors and CEO.

Other Board Committees

At present, the only Board committee is the Audit Committee.

Assessments

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

COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

In this section “Named Executive Officer” (“NEO”) means the CEO, the CFO, individuals performing similar functions to the CEO or the CFO, and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

Director and Named Executive Officer Compensation, Excluding Options and Compensation Securities

The following table sets forth all compensation other than compensation securities paid to the Company’s directors and NEOs during the financial years ended June 30, 2025 and June 30, 2024:

Table of Compensation, Excluding Compensation Securities
Name and Positions	Year^{(1)}	Salary, Consulting Fee, Retainer or Commission ($)^{(2)}	Bonus ($)^{(2)}	Committee or Meeting Fees ($)^{(2)}	Value of Perquisites ($)^{(2)}	Value of All Other Compensation ($)^{(2)}	Total Compensation ($)^{(2)}
Adrian Hobkirk^{(3)}
President, CEO, Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	104,716
101,232	104,716
101,232
Teresa Cherry^{(4)}
CFO, Secretary, Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	75,000
70,000	75,000
70,000
Christopher P. Cherry^{(5)}
Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	56,250
50,000	56,250
50,000
William Feyerabend^{(6)}
Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	41,888
43,844	41,888
43,844

(1) For the financial years ended June 30.
(2) All amounts shown were paid in Canadian currency, the reporting currency of the Company.
(3) Mr. Hobkirk has served as President, CEO and a director of the Company since April 4, 2018.
(4) Ms. Cherry has served as CFO and a director of the Company since March 5, 2018 and as Secretary of the Company since September 30, 2018.
(5) Mr. Cherry has served as CFO and a director of the Company since April 4, 2018.
(6) Mr. Feyerabend has served as a director of the Company since November 10, 2020.

External Management Companies

There are no arrangements with external management companies by either the Company or any of its subsidiaries.

Stock Options and Other Compensation Securities

The Company currently has its 10% rolling option plan (the “Option Plan”) pursuant to which the Company may grant incentive stock options (the “Options”) to eligible persons. The Board approved the adoption of the Option Plan on October 28, 2020. For further details and summary of the Option Plan, see Compensation Plans below.

The following table discloses all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries in the most recently completed financial year ended June 30, 2025 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

Compensation Securities
Name and Positions	Type of Compensation	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Grant Date	Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Grant Date ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Adrian Hobkirk
President, CEO, Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Teresa Cherry
CFO, Secretary, Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Christopher P. Cherry
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
William Feyerabend
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Compensation Securities Exercised

The following table sets out all compensation securities of the Company exercised during the financial year ended June 30, 2025 for each director and NEO of the Company.

Compensation Securities Exercised by Directors and NEOs
Name and Positions	Type of Compensation	Number of Underlying Securities Exercised	Exercise Price per Security ($)	Exercise Date	Closing Price of Security or Underlying Security on Exercise Date ($)	Difference Between Exercise Price and Closing Price on Exercise Date ($)	Total Value on Exercise Date ($)
Adrian Hobkirk
President, CEO, Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Teresa Cherry
CFO, Secretary, Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Christopher P. Cherry
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
William Feyerabend
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Compensation Plans

The Company currently has one compensation plan, being the Option Plan. As of the Record Date, there were no Options outstanding under the Option Plan. CSE policy requires the Option Plan to be re-approved by shareholders every three years. The shareholders of the Company last approved the Option Plan at the annual general meeting held on December 30, 2021 and the Company is seeking shareholder approval to the Option Plan at the Meeting scheduled for May 6, 2026. Thereafter, the Company will be required to obtain shareholder approval to the Option Plan by May 6, 2029.

The Option Plan provides incentive to qualified parties to increase their proprietary interest in the Company and thereby encourages their continuing association with the Company. Management of the Company proposes grants of all Options to the Board based on such criteria as performance, previous grants, and hiring incentives. All Option grants require approval of the Board.

The Option Plan is administered by the Board and provides that Options will be granted to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

Summary of Option Plan

The Option Plan is a rolling plan, and a maximum of 10% of the issued and outstanding common shares of the Company at the time an Option is granted, less common shares reserved for issuance on exercise of Options then outstanding under the Option Plan, are reserved for Options to be granted at the discretion of the Board.

Capitalized terms not otherwise defined herein have the meanings assigned to them in the Option Plan.

Eligibility

To be eligible to receive a grant of Options under the Option Plan, regulatory authorities require an Optionee to be either a director, officer, employee, consultant or an employee of a company providing management or other services to the Company or a subsidiary at the time the Option is granted.

Options may be granted only to an individual eligible, or to a non-individual that is wholly-owned by individuals eligible, for an Option grant, including a director, officer, employee, consultant or consultant company (the “Service Provider”). If the Option is granted to a non-individual, it will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the Option remains in effect.

Restrictions

The Option Plan is subject to the following restrictions:

(a) the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant; or
(b) the aggregate number of Options granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant.

Amendments Requiring Disinterested Shareholder Approval

The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the Option Plan, together with all of the Company’s other previous Share Compensation Arrangements, could result at any time in:

i. any Service Provider being granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares;
ii. the aggregate number of common shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that the Option Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;
iii. the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares in the event that the Option Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;
iv. the issuance to any one Optionee, within a 12-month period, of a number of common shares exceeding 5% of the Outstanding Shares; or

(b) any reduction in the Exercise Price of an Option previously granted to an Insider.

Material Terms of the Option Plan

The following is a summary of the material terms of the Option Plan:

(a) persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of Options under the Option Plan;
(b) all Options granted under the Option Plan expire on a date not later than 10 years after the issuance of such Options;
(c) for Options granted to Service Providers, the Company must ensure that the proposed Optionee is a bona fide Service Provider of the Company or its affiliates;

(d) an Option to (i) directors or officers will expire 90 days and (ii) to all others including, but not limited to, employees and consultants, will expire 30 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company;

(e) if an Optionee dies, any vested Option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(f) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

(g) the exercise price of each Option will be set by the Board on the effective date of the option and will not be less than the price prescribed by the policies of the CSE;

(h) vesting of Options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period;

(i) Options granted to Consultants conducting Investor Relations Activities will vest (i) over period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting, and (ii) such longer vesting period as the Board may determine;

(j) in the event of a take over bid being made to the shareholders generally, immediately upon receipt of the notice of the take over bid, the Company shall notify each Optionee currently holding any Options, of the full particulars of the take over bid, and all outstanding Options may, notwithstanding the vesting terms contained in the out in the Stock Option Agreement, be immediately exercised in whole or in part by the Optionee, subject to vesting requirements; and

(k) the Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Option Plan with respect to all Option Plan shares in respect of Options which have not yet been granted under the Option Plan. The Board has the right to amend the Option Plan without the prior Shareholder Approval or the Disinterested Shareholder Approval if such approval is required to comply with CSE policies.

The Board has determined that, in order to reasonably protect the rights of participants, as a matter of administration, it is necessary to clarify when amendments to the Option Plan may be made by the Board without further shareholder approval. Accordingly, the Board proposes that the Option Plan also provide the following:

The Board may, without shareholder approval:

(a) make amendments which are of a typographical, grammatical or clerical nature only;

(b) change the vesting provisions of an Option granted hereunder;

(c) change the termination provision of an Option granted hereunder which does not entail an extension beyond the original Expiry Date of such Option;

(d) make amendments necessary as a result in changes in securities laws applicable to the Company;

(e) if the Company becomes listed or quoted on a stock exchange, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and

(f) make such amendments as reduce, and do not increase, the benefits of this Plan to Service Providers.

Employment, Consulting and Management Agreements

There are no compensatory plans or arrangements with respect to any NEO resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of an NEO’s responsibilities following a change in control.

Oversight and Description of Director and NEO Compensation

The Board of the Company has not appointed a formal compensation committee so the responsibilities relating to executive and director compensation, including reviewing and recommending director compensation, overseeing the Company’s base compensation structure and equity-based compensation programs, recommending compensation of the Company’s officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives, is performed by the Board as a whole.

The Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company. The Board receives independent competitive market information on compensation levels for executives.

The compensation for executives includes four components: (i) base consulting fees, (ii) bonus (if applicable), (iii) Options, and (iv) perquisites. As a package, the compensation components are intended to satisfy the objectives of the compensation program (that is, to attract, retain and motivate qualified executives). There are no predefined or standard termination payments, change of control arrangements or employment contracts.

Philosophy and Objectives

The Company’s compensation policies and programs are designed to be competitive with similar mineral exploration companies and to recognize and reward executive performance consistent with the success of the Company’s business. The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including (i) attracting and retaining talented, qualified and effective executives, (ii) motivating the short and long-term performance of these executives; and (iii) better aligning their interests with those of the Company’s shareholders.

In determining and approving the base salary for each NEO, the Board takes into consideration available market data.

In compensating its senior management, the Company has encouraged equity participation and in furtherance thereof employs its Option Plan.

Equity Participation

The Company believes that encouraging its NEO to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation has been accomplished through the Company’s Option Plan. Options are granted to NEOs and consultants of the Company taking into account a number of factors, including the amount and term of Options previously granted, base consulting fees and bonuses and competitive factors. The amounts and terms of Options granted are determined by the Board in consultation with management of the Company.

Given the evolving nature of the Company’s business, the Board continues to review the overall compensation plan for senior management to continue to address the objectives identified above.

Pension Disclosure

The Company does not provide a pension to its directors or NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has its Option Plan for the granting of Options to the directors, officers, employees and consultants. The purpose of granting Options is to assist the Company in compensating, attracting, retaining and motivating the directors, officers, employees and consultants and to closely align the personal interests of such persons to that of the shareholders.

The following table sets out equity compensation plan information as at the financial year ended June 30, 2025.

	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 column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	0	N/A	703,230
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total:	0		703,230

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Company’s management, no informed person (a director, officer or holder of 10% or more of the common shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the financial year ended June 30, 2025, or has any interest in any material transaction in the current year other than as set out herein.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company or its subsidiary.

PARTICULARS OF MATTERS TO BE ACTED UPON

Re-Approve 10% Rolling Stock Option Plan

On October 28, 2020, the Board approved the adoption of the Company’s 10% rolling Option Plan. The shareholders of the Company last approved the Option Plan at the annual general meeting held on December 30, 2021 and the Company is seeking shareholder approval to the re-approval of the Option Plan at the Meeting scheduled for May 6, 2026. Thereafter, the Company will be required to obtain shareholder approval to the Option Plan by May 6, 2029.

Shareholder Approval

At the Meeting, shareholders will be asked to consider and vote on the ordinary resolution to approve the Option Plan, with or without variation, as follows:

"UPON MOTION DULY MADE, IT WAS RESOLVED AS AN ORDINARY RESOLUTION THAT:

The Company’s 10% rolling stock option plan (the “Option Plan”) dated October 28, 2020 be ratified, confirmed and approved, subject to any amendments that may be required by any applicable stock exchange or regulatory authority, as the directors of the Company may deem necessary or advisable.
To the extent permitted by law, the Company be authorized to abandon all or any part of the Option Plan if the board of directors deems it appropriate and in the best interests of the Company to do so.
The Company be authorized to grant options pursuant and subject to the terms and conditions of the Option Plan until May 6, 2029.

Any amendments to the Option Plan are subject to the Company receiving shareholder approval, as applicable, in accordance with the Option Plan.
Any one or more of the directors and officers of the Company be authorized to perform all such acts, deeds and things and execute, under seal of the Company or otherwise, all such documents as may be required to give effect to these resolutions.”

The Board recommends that shareholders vote in favour of the Option Plan. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the approval of the foregoing ordinary resolution.

An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

A shareholder may obtain a copy of the Option Plan by contacting the Company. See Additional Information below.

ADDITIONAL INFORMATION

The audited financial statements of the Company for the financial years ended June 30, 2025, June 30, 2024, June 30, 2023, June 30, 2022 and June 30, 2021, the auditor’s reports thereon and the management’s discussion and analyses for the financial years ended June 30, 2025, June 30, 2024, June 30, 2023, June 30, 2022 and June 30, 2021 (the “Financial Materials”) were filed on SEDAR+ on October 27, 2025, October 28, 2024, October 31, 2023, October 28, 2022 and October 28, 2021, respectively, at www.sedarplus.ca, and will be placed before the Meeting.

Shareholders may request copies of the Financial Materials and the Option Plan without charge from the Company at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia, V6J 4M6, telephone: 604.737.2303; fax: 604.737.1140. The Company may require payment of a reasonable charge from any person or company who is not a shareholder of the Company, who requests a copy of any such document.

OTHER MATTERS

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