CULICO

CULICO METALS INC.

NOTICE OF MEETING

and

MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on

September 29, 2025

DATED as of August 25, 2025

CULICO METALS INC.
100 King Street West, Suite 3400
1 First Canadian Place
Toronto, Ontario M5X 1A4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the shareholders of Culico Metals Inc. (the "Corporation") will be held in person at the offices of Bennett Jones LLP, One First Canadian Place, Suite 3400, 100 King Street West, Toronto, Ontario, M5X 1A4, at 10:00 a.m. (Toronto time) on Monday, September 29, 2025.

The Meeting will be held for the following purposes:

to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024 together with the report of the auditor thereon;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution fixing the number of directors of the Corporation to be elected at the Meeting at three and authorizing and empowering the directors of the Corporation to determine the number of directors of the Corporation from time to time within the minimum and maximum numbers provided in the articles of the Corporation and the number of directors of the Corporation to be elected at the annual meeting of the shareholders of the Corporation;
to elect directors of the Corporation for the ensuing year;
to appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of the auditor;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to re-approve the Corporation's omnibus equity incentive plan; and
to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Particulars of the foregoing matters are set forth in the accompanying management information circular (the "Circular"). Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters.

The directors of the Corporation have fixed the close of business on August 22, 2025 as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting. Only shareholders whose names have been entered in the register of shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy, as described in the Circular under the heading "General Proxy Information". Only registered shareholders of the Corporation, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. For information with respect to shareholders who own their shares through an intermediary, see "General Proxy Information – Non-Registered Shareholders" in the Circular.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. If you are voting by proxy, for your vote to be counted at the Meeting, your completed and executed form of proxy must be received by Computershare Investor Services Inc.

by mail at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 (Attention: Proxy Department) no later than 10:00 a.m. (Toronto time) on Thursday, September 25, 2025 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Meeting in the event of an adjournment of the Meeting) or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof.

If you have any questions or need assistance with the completion and delivery of your proxy, you may contact Computershare Investor Services Inc. at 1-800-564-6253 (toll free North America) or 1-514-982-7555 (international).

DATED this 25th day of August, 2025.

BY ORDER OF THE BOARD

(Signed) "Paul Huet"

Chief Executive Officer

(i)

GENERAL PROXY INFORMATION

1
- Solicitation of Proxies ... 1
- Appointment of Proxies ... 1
- Revocation of Proxies ... 2
- Exercise of Discretion by Proxies ... 2
- Signing of Proxy ... 2
- Non-Registered Shareholders ... 2

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

BUSINESS OF THE MEETING

3
- Receipt of Financial Statements ... 3
- Number of Directors ... 4
- Election of Directors ... 4
- Biographies ... 5
- Appointment of Auditor ... 6
- Approval of the Omnibus Equity Incentive Plan ... 7

OTHER BUSINESS

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

STATEMENT OF EXECUTIVE COMPENSATION

7
- Director and NEO Compensation, Excluding Compensation Securities ... 8
- Stock Options and Other Compensation Securities ... 9
- Exercise of Compensation Securities by Directors and NEOs ... 10
- Employment, Consulting and Management Agreements ... 11
- Paul Huet – Director and Chief Executive Officer ... 12
- Carl Gernandt – Chief Financial Officer and Corporate Secretary ... 12
- Michael Doolin – Chief Operating Officer ... 12
- Estimated Incremental Payments on Change of Control ... 13
- Oversight and Description of Director and NEO Compensation ... 13
- Elements of Compensation Program ... 13
- Base Salary ... 14
- Short Term Incentive Compensation ... 14
- Incentive Plan ... 14
- Options-Based Awards ... 14
- Share-Based Awards ... 14
- Pension Disclosure ... 15
- Director Compensation ... 15
- Directors and Officers Liability Insurance ... 15

EQUITY COMPENSATION PLAN INFORMATION

15
- Stock Option Plans and Other Incentive Plans ... 15
- Incentive Plan ... 15
- Purpose ... 16
- Types of Awards ... 17
- Plan Administration ... 17
- Shares Available for Awards ... 17
- Limits with respect to Insiders, Individual Grants and Annual Grant Limits ... 17
- Eligible Participants ... 18
- Description of Awards ... 18

Options...18
Share Units...18
Deferred Share Units...19
Effect of Termination on Awards...19
Change of Control...21
Assignment and Transferability...22
Amendment...22
Equity Compensation Plan Information...23

AUDIT COMMITTEE DISCLOSURE...23

Audit Committee...23
Audit Committee Charter...23
Composition, Education and Experience...24
Audit Committee Oversight...24
Reliance on Certain Exemptions...24
Pre-Approval Policies and Procedures...24
External Auditor Service Fees (By Category)...24
Exemption...25

CORPORATE GOVERNANCE DISCLOSURE...25

Board of Directors...25
Directorships...25
Orientation and Continuing Education...26
Ethical Business Conduct...26
Nomination of Directors...27
Assessments...27

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...27

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...27

ADDITIONAL INFORMATION...27

APPROVAL...28

Schedule "A" INCENTIVE PLAN RESOLUTION...A-1
Schedule "B" AUDIT COMMITTEE CHARTER...B-1
Schedule "C" SPECIAL RESOLUTION AUTHORIZING THE DIRECTORS TO FIX NUMBER OF DIRECTORS...C-1

(ii)

CULICO METALS INC.
MANAGEMENT INFORMATION CIRCULAR

August 25, 2025

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Culico Metals Inc. (the "Corporation") for use at the annual general and special meeting (the "Meeting") of the shareholders of the Corporation to be held in person at the offices of Bennett Jones LLP, One First Canadian Place, Suite 3400, 100 King Street West, Toronto, Ontario, M5X 1A4, at 10:00 a.m. (Toronto time) on Monday, September 29, 2025 and at all adjournments thereof for the purposes set forth in the accompanying notice of meeting (the "Notice of Meeting").

The solicitation of proxies will be made primarily by mail and may be supplemented by telephone or other personal contact by the directors, officers and employees of the Corporation. Directors, officers and employees of the Corporation will not receive any extra compensation for such activities. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice of Meeting. The Corporation may pay brokers or other persons holding common shares of the Corporation ("Common Shares") in their own names, or in the names of nominees, for their reasonable expenses for sending forms of proxy and this Circular to beneficial owners of Common Shares and obtaining proxies therefrom. The cost of any such solicitation will be borne by the Corporation.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Corporation. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date thereof.

Appointment of Proxies

A registered shareholder of the Corporation may vote in person at the Meeting or may appoint another person to represent such shareholder as proxy and to vote the Common Shares of such shareholder at the Meeting. In order to appoint another person as proxy, such shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The persons named in the form of proxy accompanying this Circular are officers and/or directors of the Corporation. A shareholder of the Corporation has the right to appoint a person or company (who need not be a shareholder of the Corporation), other than the persons designated in the form of proxy, to represent such shareholder at the Meeting and at any adjournment thereof. Such right may be exercised by either striking out the names of the persons designated in the form of proxy and inserting the name of the person to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to Computershare Investor Services Inc. by mail at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, (Attnention: Proxy Department) no later than 10:00 a.m. (Toronto time) on Thursday, September 25, 2025 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Meeting in the event of an adjournment of the Meeting) or depositing the completed and executed form of proxy with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof.

Revocation of Proxies

A registered shareholder of the Corporation who has given a proxy may revoke it: (a) by completing a proxy bearing a later date and sending the proxy to Computershare Investor Services Inc. so that it is received not later than 48 hours (excluding Saturdays, Sundays or a statutory or civic holiday) prior to the time fixed for the Meeting or any postponement(s) or adjournment(s) thereof; (b) by completing a written notice of revocation, which must be executed by the registered shareholder or such registered shareholder's attorney authorized in writing, and sending the notice to the Corporation's registered office at 100 King Street West, Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4, any time up to and including the last business day preceding the day of the Meeting, or delivering the notice to the Chairman of the Meeting on the day of the Meeting; or (c) in any other manner permitted by law.

Exercise of Discretion by Proxies

The Common Shares represented by an appropriate form of proxy will be voted for, voted against or withheld from voting on any ballot that may be called for at the Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder of the Corporation contained on the form of proxy and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of instructions, such Common Shares will be voted in favour of each of the matters described in the Notice of Meeting.

The enclosed form of proxy, when properly completed and signed, confers discretionary authority upon the persons named therein to vote on any amendments to or variations of the matters described in the Notice of Meeting and on other matters, if any, which may properly be brought before the Meeting or any adjournment thereof. At the date hereof, management of the Corporation knows of no such amendments or variations or other matters to be brought before the Meeting. However, if any other matter which is not now known to management of the Corporation should properly be brought before the Meeting, or any adjournment thereof, the Common Shares represented by such proxy will be voted on such matter in accordance with the judgment of the person named as proxy thereon.

Signing of Proxy

The form of proxy must be signed by the shareholder of the Corporation or the duly appointed attorney thereof authorized in writing or, if the shareholder of the Corporation is a corporation, by an authorized officer of such corporation. A form of proxy signed by the person acting as attorney of the shareholder of the Corporation or in some other representative capacity, including an officer of a corporation which is a shareholder of the Corporation, should indicate the capacity in which such person is signing. A shareholder of the Corporation or his or her attorney may sign the form of proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case may be.

Non-Registered Shareholders

The information set forth in this section is of significant importance to many holders of Common Shares, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as " Non-Registered Shareholders") should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. 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 Corporation. Such shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. More particularly, a person is a Non-Registered Shareholder in respect of Common Shares which are held on behalf of that person but which are registered either: (i) in the name of an intermediary that the Non-Registered Shareholder deals with in respect of

the Common Shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. ("CDS")), of which the intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers or their nominees can only be voted upon the instructions of the Non-Registered Shareholder. Without specific voting instructions, brokers and their nominees are prohibited from voting Common Shares held for Non-Registered Shareholders. Therefore, Non-Registered Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name.

Applicable Canadian securities regulatory policy requires intermediaries/brokers to seek voting instructions from Non-Registered Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting.

In Canada, the majority of brokers now delegate responsibility for obtaining voting instructions from Non-Registered Shareholders to Broadridge Investor Communication Solutions ("Broadridge"). Broadridge typically supplies a voting instruction form ("VIF") and asks Non-Registered Shareholders to return the completed forms to Broadridge. 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. A Non-Registered Shareholder receiving such a form from Broadridge cannot use that form to vote Common Shares directly at the Meeting. The form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

A Non-Registered Shareholder who has submitted a VIF may revoke it by contacting the intermediary through which the Common Shares of such Non-Registered Shareholder are held and following the instructions of the intermediary respecting the revocation of proxies.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The directors of the Corporation have fixed August 22, 2025 as the record date (the "Record Date") for the determination of the shareholders of the Corporation entitled to receive notice of the Meeting. Shareholders of the Corporation of record at the close of business on the Record Date will be entitled to vote at the Meeting and at all adjournments thereof.

As of the Record Date, there were 80,733,519 Common Shares outstanding. Each Common Share entitles the holder of record thereof to one vote at the Meeting.

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

BUSINESS OF THE MEETING

Receipt of Financial Statements

The audited financial statements of the Corporation for the year ended December 31, 2024, and the report of the auditor thereto will be submitted at the Meeting. These audited financial statements and the related management's discussion and analysis have been sent to all shareholders who requested them in conjunction with this Notice of Meeting and Circular. The Corporation's audited financial statements and related management's discussion and

analysis for the year ended December 31, 2024, are also available on SEDAR+ (www.sedarplus.ca) under the Corporation's issuer profile.

Number of Directors

At the Meeting, the shareholders of the Corporation will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution fixing the number of directors to be elected for the ensuing year at three and authorizing and empowering the directors of the Corporation to determine by resolution the number of directors of the Corporation from time to time within the minimum and maximum number of directors as provided in the articles of the Corporation and the number of directors to be elected at the annual meeting of the shareholders of the Corporation. Management is of the view that this flexibility is in the best interests of the Corporation.

In order to be effective, the special resolution must be approved by not less than two-thirds (66¾%) of the votes cast at the Meeting in respect thereof. Unless directed to vote against the special resolution, the persons named in the form of proxy accompanying this Circular intend to vote for the special resolution fixing the number of directors to be elected for the ensuing year at three and authorizing and empowering the directors of the Corporation to determine by resolution the number of directors of the Corporation from time to time within the minimum and maximum number of directors as provided in the articles of the Corporation and the number of directors to be elected at the annual meeting of the shareholders of the Corporation.

The text of the special resolution which the shareholders of the Corporation will be asked to consider is set out in Schedule "C" attached to this Circular.

Election of Directors

At the Meeting, shareholders of the Corporation will be asked to elect three directors for the ensuing year. Each director elected will hold office until the close of the next annual meeting of the shareholders of the Corporation following his or her election unless his or her office is earlier vacated in accordance with the by-laws of the Corporation.

The following table sets forth certain information regarding each person proposed to be nominated for election as a director, including their name, position, province or state and country of residence, principal occupation, business or employment during the last five years, the date on which they became a director of the Corporation and the approximate number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by them as of the Record Date:

Name, Position, Province or State and Country of Residence(1)(2)	Principal Occupation, Business or Employment(1)	Date Became Director	Common Shares Owned or Controlled or Directed(1)
Paul Huet
Nevada, U.S.A
Chief Executive Officer and Director Member of the Audit Committee	Chief Executive Officer of the Corporation (April 2024 – present); Chairman and Chief Executive Officer, Americas Gold and Silver Corporation (November 2024 – present); Chairman and Chief Executive Officer, Karora Resources Inc. (2019 – 2024).	April 5, 2024	2,769,650

Name, Position, Province or State and Country of Residence^{(1)(2)}	Principal Occupation, Business or Employment^{(1)}	Date Became Director	Common Shares Owned or Controlled or Directed^{(1)}
Peter Goudie
New South Wales, Australia
Director
Member of the Audit Committee	Corporate Director, Americas Gold and Silver Corporation, December 2024 – Present; Corporate Director, Karora Resources Inc. (2008 – 2024).	April 5, 2024	856,333
Meri Verli
Ontario, Canada
Director
Member of the Audit Committee (Chair)	Corporate Director, Americas Gold and Silver Corporation, May 2025 – Present; Senior Advisor, Business Improvements, Discovery Silver Corp. (July 2024 – Present); Corporate Director, Karora Resources Inc. (2022 – 2024); Strategic Advisor, Business Improvement, Agnico Eagle Mines Limited (2022 – 2024); Senior Vice President, Business Operation Management Systems, Kirkland Lake Gold Inc. (until May 2022).	April 5, 2024	303,836

Notes:

(1) Information about the (i) principal occupation, business or employment and (ii) the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the respective nominee or obtained from publicly available filings.

(2) The board of directors (the "Board") has delegated certain responsibilities to the audit committee (the "Audit Committee").

Biographies

Paul Huet, Chief Executive Officer and Director: Mr. Huet is the Chief Executive Officer of the Corporation. Mr. Huet is also the Chairman and Chief Executive Officer of Americas Gold and Silver Corporation. Mr. Huet served as the Executive Chairman of Karora Resources Inc. from February 25, 2019 until July 18, 2019, when he was appointed Chairman and interim Chief Executive Officer. The "interim" portion of his title was removed in August 2019, and Mr. Huet served as Chairman and Chief Executive Officer of Karora Resources Inc. until its acquisition by Westgold Resources Limited in August 2024. Previously, Mr. Huet was President, Chief Executive Officer and Director of Klondex Mines from 2012 - 2018, until its acquisition by Hecla Mining Company. Mr. Huet has a strong command of capital markets and has served in all levels of engineering and operations of Mining. Mr. Huet graduated with Honors from the Mining Engineering Technology program at Haileybury School of Mines in Ontario, and successfully completed the Stanford Executive program at the Stanford School of Business. In 2013 Mr. Huet was nominated for the Premiers Award in Ontario for outstanding College graduates; he is currently a member of OACETT as an applied Science Technologist and an Accredited Director.

Peter Goudie, Chairman: Mr. Goudie is currently retired from full-time employment. Mr. Goudie currently serves as a director of Americas Gold and Silver Corporation and served as a director of Karora Resources Inc. from July 2008 to August 2024. He was Executive Vice President (Marketing) of Inco Limited and then Vale Inco from January 1997 to February 2008. In that role Mr. Goudie was also responsible for the strategy, negotiation, construction and operation of Inco's joint venture production projects in Asia. He was employed with Inco since 1970 in increasingly more senior accounting and financial roles in Australia, Indonesia, Singapore and Hong Kong, before becoming Managing Director (later President and Managing Director) of Inco Pacific Ltd. in Hong Kong in 1988. He is an Australian CPA.

Meri Verli, Director: Ms. Verli is currently a Director and member of the Audit Committee of Americas Gold and Silver Corporation and was formerly a Director and Chair of the Audit Committee of Karora Resources Inc. from 2022

until its merger in 2024. Ms. Verli is an experienced senior financial executive with extensive background in financial management and reporting, mergers and acquisitions, risk management and strategy development. Ms. Verli is currently serving as Senior Advisor, Business Improvements at Discovery Silver since July 2024 and previously has served as Strategic Advisor at Agnico Eagle Mines following Kirkland Lake Gold's merger with Agnico, Senior Vice President, Business Operation Management Systems and Senior Vice President, Finance and Treasury at Kirkland Lake Gold and previously served as CFO of McEwen Mining and Vice President, Finance at Lake Shore Gold. Ms. Verli is a Chartered Professional Accountant and holds a PhD in Economic Sciences, a Bachelor of Geology and Engineering and Bachelor of Economics degrees from the University of Tirana, Albania.

None of the persons proposed to be nominated for election as a director of the Corporation is, as at the date hereof, or has been, within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order or an order that denied such company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days and that was issued while that person was acting in such capacity or that was issued after that person ceased to act in such capacity and which resulted from an event that occurred while that person was acting in such capacity.

None of the persons proposed to be nominated for election as a director of the Corporation is, as at the date hereof, or has been, within the ten years prior to the date hereof, a director or executive officer of any company that, while that person was acting in such capacity, or within a year of that person ceasing to act in such 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.

None of the persons proposed to be nominated for election as a director of the Corporation has, within the ten years prior to the date hereof, 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 its assets.

None of the persons proposed to be nominated for election as a director of the Corporation has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a person proposed to be nominated for election as a director of the Corporation.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the election of each of the nominees whose names are set forth above, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the election of each such nominee. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director of the Corporation for the ensuing year, however, if that should occur for any reason at or prior to the Meeting or any adjournment thereof, the persons named in the form of proxy accompanying this Circular have the right to vote for the election of the remaining nominees and may vote for the election of a substitute nominee in their discretion.

Appointment of Auditor

It is proposed that BDO Canada LLP ("BDO") be appointed as the auditor of the Corporation to hold office until the close of the next annual meeting of the shareholders of the Corporation and that the Board be authorized to set the auditor's remuneration. BDO is currently the auditor of the Corporation and has been the auditor of the Corporation since its incorporation on April 5, 2024.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the appointment of BDO as the auditor of the Corporation until the close of the next annual meeting of the shareholders of the Corporation or until its successor is appointed and the authorization of the directors of the Corporation to fix the remuneration of BDO, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the appointment of the auditor of the Corporation.

Approval of the Omnibus Equity Incentive Plan

Pursuant to the policies of the TSX Venture Exchange (the "TSXV"), a "rolling" security based compensation plan must be approved on a yearly basis by shareholders. Accordingly, at the Meeting, the shareholders of the Corporation will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Incentive Plan Resolution") re-approving the Corporation's 10% "rolling" omnibus equity incentive plan (the "Incentive Plan"), which was approved by the Board on August 1, 2024. The aggregate number of Common Shares reserved for issuance under the Incentive Plan, and all other security-based compensation arrangements, is 10% of the issued Common Shares outstanding from time to time. For a summary of the Incentive Plan, see "Equity Compensation Plan Information – Incentive Plan".

In order to be passed, the Incentive Plan Resolution must be approved by the affirmative vote of a simple majority of the votes cast by shareholders of the Corporation who vote in person or by proxy at the Meeting. The full text of the Incentive Plan Resolution is set out in Schedule "A" attached hereto. The Board unanimously recommends that shareholders ratify, confirm and approve the Incentive Plan by voting in favour of the Incentive Plan Resolution.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the approval of the Incentive Plan, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be voted against the approval of the Incentive Plan.

OTHER BUSINESS

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

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

Other than as set forth herein, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or an executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, any person who is a proposed nominee for election as a director of the Corporation, or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

STATEMENT OF EXECUTIVE COMPENSATION

The purpose of this section is to describe the compensation of the "Named Executive Officers" of the Corporation and the directors of the Corporation in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers of the Canadian Securities Administrators. "Named Executive Officer" or "NEO" refers to each individual who, during any part of the most recently completed financial year, served as Chief Executive Officer, each individual who, during any part of the most recently completed financial year, served as Chief Financial Officer, and the most highly compensated executive officer, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year. The Named Executive Officers of the Corporation for the financial year ended December 31, 2024

were Paul Huet, the Chief Executive Officer and a director of the Corporation, Carl Gernandt, the Chief Financial Officer of the Corporation, and Michael Doolin, Chief Operating Officer of the Corporation.

Director and NEO Compensation, Excluding Compensation Securities

Set out below is a summary of all compensation paid, payable, awarded, granted, given, or otherwise provided, excluding compensation securities, during the Corporation's two most recently completed financial years to the Corporation's NEOs and directors, in any capacity, for services provided and for services to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)(1)	Bonus ($)	Committee or meeting fees ($)	Value of prerequisites ($)	Value of all other compensation ($)	Total Compensation
Paul Huet
Chairman and Chief Executive Officer(2)	2024	269,794	269,794	-	-	-	539,588
	2023	-	-	-	-	-	-
Carl Gernandt(3)
Chief Financial Officer and Corporate Secretary	2024	179,862	134,897	-	-	-	314,759
	2023	-	-	-	-	-	-
Michael Doolin(4)
Chief Operating Officer	2024	179,862	134,897	-	-	-	314,759
	2023	-	-	-	-	-	-
Scott Hand(5)
Lead Director	2024	149,885	-	2,446	-	-	152,331
	2023	-	-	-	-	-	-
Peter Goudie(6)
Director	2024	59,954	-	2,446	-	-	62,400
	2023	-	-	-	-	-	-
Meri Verli(7)
Director	2024	59,954	-	2,446	-	-	62,400
	2023	-	-	-	-	-	-

Notes:

(1) Salaries are for the period from August 1, 2024, through December 31, 2024. Prior to August 1, 2024, the Corporation was a wholly owned subsidiary of Karora Resources Inc. and did not pay separate compensation to its directors or officers. The Corporation pays its directors and NEOs in United States dollars. Amounts in this table have been converted from US dollars to Canadian dollars using the Bank of Canada daily average exchange rate on December 31, 2024, of USD 1.00 = CAD 1.4389.

(2) Mr. Huet was appointed Chairman and Chief Executive Officer of the Corporation on April 5, 2024. Mr. Huet stepped down as Chairman effective April 10, 2025, and remains Chief Executive Officer and a director of the Corporation. In 2024, Mr. Huet's base fee was US$450,000 per annum, half of which was paid in cash and half of which is payable in RSUs (as defined herein). Similarly, half of Mr. Huet's 2024 bonus was paid in cash and half is payable in RSUs. The RSUs accrued in respect of Mr. Huet's 2024 base fee and bonus have not yet been granted because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities. Mr. Huet does not receive any additional compensation for his role as director of the Corporation.

(3) Mr. Gernandt was appointed Chief Financial Officer and Corporate Secretary of the Corporation on April 5, 2024. In 2024, Mr. Gernandt's base salary was US$300,000 per annum. From August 1, 2024 until October 14, 2024, half of Mr. Gernandt's base salary was paid in cash and half is payable in RSUs. From October 15, 2024, 100% of Mr. Gernandt's base salary was paid in cash. Resultantly, in 2024, Mr. Gernandt's base salary comprised US$93,750 (C$134,897) in cash and US$31,250 (C$44,965) in accrued RSUs. Half of Mr. Gernandt's 2024 bonus was paid in cash and half is payable in RSUs. The RSUs accrued in respect of Mr. Gernandt's 2024 base salary and bonus have not yet been granted because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities.

(4) Mr. Doolin was appointed Chief Operating Officer of the Corporation on April 5, 2024. In 2024, Mr. Doolin's base fee was US$300,000 per annum, half of which was paid in cash and half of which is payable in RSUs. Similarly, half of Mr. Doolin's 2024 bonus was paid in cash and half is payable in RSUs. The RSUs accrued in respect of Mr. Doolin's 2024 base fee and bonus have not yet been granted because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities.

(5) Mr. Hand was appointed director of the Corporation on April 5, 2024. Mr. Hand resigned as director of the Corporation effective April 10, 2025. In 2024, Mr. Hand's retainer as Lead Director was US$250,000 per annum, half of which is payable in cash and half of which is payable in DSUs (as defined herein). In respect of his 2024 annual retainer, Mr. Hand was paid US$31,250 (C$44,965) in cash and accrued (but has not yet been paid) US$20,833 (C$29,977) in cash and US$52,083 (C$74,943) in DSUs. Similarly, half of the directors' meeting fees for 2024 were paid in cash and half are payable in RSUs. Neither the DSUs accrued in respect of Mr. Hand's 2024 base retainer nor the RSUs accrued in respect of 2024 meeting fees have been granted to date because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities.

(6) Mr. Goudie was appointed director of the Corporation on April 5, 2024, and was appointed non-executive Chairman on April 10, 2025. In 2024, Mr. Goudie's base retainer was US$100,000 per annum, half of which was paid in cash and half of which is payable in DSUs. Similarly, half of the directors' meeting fees for 2024 were paid in cash and half are payable in RSUs. Neither the DSUs accrued in respect of Mr. Goudie's 2024 base retainer nor the RSUs accrued in respect of 2024 meeting fees have been granted to date because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Corporation, or any subsidiary thereof, in the financial year ended December 31, 2024 for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof:

Compensation Securities^{(1)}
Name and position	Type of compensation security^{(2)}	Number of compensation securities, number of underlying securities and percentage of class^{(2)}	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)^{(3)}	Closing price of security or underlying security at year end ($)	Expiry Date
Paul Huet^{(4)}
Chairman and Chief Executive Officer	Options	2,500,000
(3.10%)	October 4, 2024	0.105	0.105	0.12	October 4, 2029
Carl Gernandt^{(5)}	Options	450,000	October 4, 2024	0.105	0.105	0.12	October 4, 2029

Chief Financial Officer and Corporate Secretary		(0.56%)
Michael Doolin^{(6)}
Chief Operating Officer	Options	1,250,000
(1.55%)	October 4, 2024	0.105	0.105	0.12	October 4, 2029
Scott Hand^{(7)}
Lead Director	Options	325,000
(0.40%)	October 4, 2024	0.105	0.105	0.12	October 4, 2029
Peter Goudie^{(8)}
Director	Options	250,000
(0.31%)	October 4, 2024	0.105	0.105	0.12	October 4, 2029
Meri Verli^{(9)}
Director	Options	250,000
(0.31%)	October 4, 2024	0.105	0.105	0.12	October 4, 2029

Notes:
(1) NEOs and directors are also entitled to receive RSUs and/or DSUs as all or part of their base salary, fee, or retainer and their bonus, as applicable, as described in further detail under "Table of Compensation Excluding Compensation Securities". The compensation that is payable in RSUs and/or DSUs has been accrued but the RSUs and DSUs have not yet been granted because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities. The cash value of such securities has been included in the compensation of the NEOs and directors disclosed under "Table of Compensation Excluding Compensation Securities".
(2) Stock options ("Options") were the only compensation securities granted or issued during the financial year ended December 31, 2024. No Options vested during the year ended December 31, 2024.
(3) Percentage of class represents the percentage of the issued and outstanding Common as at December 31, 2024, being 80,733,519.
(4) As at December 31, 2024, Mr. Huet held 2,500,000 Options, representing an equal number of underlying Common Shares vesting over three years with an expiration date of five years from the grant date. Mr. Huet stepped down as Chairman effective April 10, 2025, and remains Chief Executive Officer and a director of the Corporation.
(5) As at December 31, 2024, Mr. Gernandt held 450,000 Options, representing an equal number of underlying Common Shares vesting over three years with an expiration date of five years from the grant date.
(6) As at December 31, 2024, Mr. Doolin held 1,250,000 Options, representing an equal number of underlying Common Shares vesting over three years with an expiration date of five years from the grant date.
(7) As at December 31, 2024, Mr. Hand held 325,000 Options, representing an equal number of underlying Common Shares vesting over three years with an expiration date of five years from the grant date. Mr. Hand resigned as director of the Corporation effective April 10, 2025.
(8) As at December 31, 2024, Mr. Goudie held 250,000 Options, representing an equal number of underlying Common Shares vesting over three years with an expiration date of five years from the grant date. Mr. Goudie was appointed non-executive Chairman on April 10, 2025.
(9) As at December 31, 2024, Ms. Verli held 250,000 Options, representing an equal number of underlying Common Shares vesting over three years with an expiration date of five years from the grant date.

Exercise of Compensation Securities by Directors and NEOs

The following table sets out all compensation securities exercised by a director or NEO of the Corporation, in the financial year ended December 31, 2024.

Compensation Securities
Name and position	Type of compensation security	Number of underlying securities exercised^{(1)}	Exercise price per security	Date of exercise	Closing price of security or underlying security on date of grant ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Paul Huet
Chairman and Chief Executive Officer^{(2)}	Options	-	-	-	-	-	-
Carl Gernandt
Chief Financial Officer and Corporate Secretary	Options	-	-	-	-	-	-
Michael Doolin
Chief Operating Officer	Options	-	-	-	-	-	-
Scott Hand
Lead Director^{(3)}	Options	-	-	-	-	-	-
Peter Goudie
Director^{(4)}	Options	-	-	-	-	-	-
Meri Verli
Director	Options	-	-	-	-	-	-

Notes:
(1) No Options were exercisable during the financial year ended December 31, 2024.
(2) Mr. Huet stepped down as Chairman effective April 10, 2025, and remains Chief Executive Officer and a director of the Corporation.
(3) Mr. Hand resigned as director of the Corporation effective April 10, 2025.
(4) Mr. Goudie was appointed non-executive Chairman on April 10, 2025.

Employment, Consulting and Management Agreements

There are no agreements or arrangements that provide for compensation to NEOs or directors of the Corporation, or that provide for payments to a NEO or director, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Corporation or a change in the NEO or director's responsibilities, other than as follows:

Paul Huet – Director and Chief Executive Officer

Pursuant to his consulting agreement with the Corporation, Mr. Huet received a base fee of US$450,000 per year in 2024, half of which was paid in cash and half of which is payable in RSUs. The RSUs accrued in respect of Mr. Huet's 2024 base fee have not yet been granted because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities. Effective January 1, 2025, Mr. Huet's base fee was amended to US$225,000, all of which is payable in RSUs. Effective April 1, 2025, Mr. Huet's base fee was further amended to US$345,000 per annum, US$120,000 of which is payable in cash and US$225,000 of which is payable in RSUs.

In 2024, Mr. Huet was eligible for an annual bonus with a target amount of 100% of his then current annual base fee. Half of Mr. Huet's 2024 bonus was paid in cash and half is payable in RSUs, which have not yet been granted. The annual bonus is at the discretion of the Board, taking into account annual corporate and/or individual objectives. In 2024, Mr. Huet was also entitled to participate in the Corporation's share incentive awards program with a target amount of 200% of his then current annual base fee. The annual share incentives awards program is at the discretion of the Board. For actual amounts paid to Mr. Huet for the financial year ended December 31, 2024, see "Table of Compensation Excluding Compensation Securities".

In the event of a termination of his consulting agreement following a change of control of the Corporation, Mr. Huet is entitled to receive a success fee in an amount equal to the sum of (i) two times his base fee, and (ii) an amount equal to two times his STI (as defined below) for the year at target. See also "Estimated Incremental Payments on Change of Control" below.

Carl Gernandt – Chief Financial Officer and Corporate Secretary

Pursuant to his employment agreement with the Corporation, Mr. Gernandt received a base salary of US$300,000 per year. From August 1, 2024 to October 14, 2024, half of Mr. Gernandt's base salary was paid in cash and half is payable in RSUs. The RSUs accrued in respect of Mr. Gernandt's 2024 base salary have not yet been granted because the Corporation does not have sufficient capacity under its Incentive Plan to grant such securities. From October 15, 2024, 100% of Mr. Gernandt's base salary was paid in cash. Mr. Gernandt's base salary will remain at US$300,000 per annum in 2025, all of which is payable in cash.

In 2024, Mr. Gernandt was eligible for an annual bonus with a target amount of 75% of his then current annual base salary. Half of Mr. Gernandt's 2024 bonus was paid in cash and half is payable in RSUs, which have not yet been granted. The annual bonus is at the discretion of the Board, taking into account annual corporate and/or individual objectives. In 2024, Mr. Gernandt was also entitled to participate in the Corporation's share incentive awards program with a target amount of 150% of his then current annual base salary. The annual share incentives awards program is at the discretion of the Board. For actual amounts paid to Mr. Gernandt for the financial year ended December 31, 2024, see "Table of Compensation Excluding Compensation Securities".

Mr. Gernandt's employment agreement states that the Corporation may terminate the agreement for cause at any time without notice or compensation in lieu thereof, and at any time without cause by paying Mr. Gernandt his then base salary for a period of 18 months from the date of termination. In the event of a termination following a change of control, Mr. Gernandt is entitled to receive a lump sum payment in an amount equal to the sum of (i) two times his base salary, (ii) an amount equal to two times his STI for the year at target, (iii) two years of his employee group benefits coverage, and (iv) US$15,000 as a contribution toward outplacement costs (grossed up for taxes). See also "Estimated Incremental Payments on Change of Control" below.

Michael Doolin – Chief Operating Officer

Pursuant to his consulting agreement with the Corporation, Mr. Doolin received a base fee of US$300,000 per year in 2024, half of which was paid in cash and half of which is payable in RSUs. The RSUs accrued in respect of Mr. Doolin's 2024 base fee have not yet been granted because the Corporation does not have sufficient capacity under

its Incentive Plan to grant such securities. Effective January 1, 2025, Mr. Doolin's base fee was amended to US$150,000 per annum, all of which is payable in RSUs.

In 2024, Mr. Doolin was eligible for an annual bonus with a target amount of 75% of his then current annual base fee. Half of Mr. Doolin's 2024 bonus was paid in cash and half is payable in RSUs, which have not yet been granted. The annual bonus is at the discretion of the Board, taking into account annual corporate and/or individual objectives. In 2024, Mr. Doolin was also entitled to participate in the Corporation's share incentive awards program with a target amount of 150% of his then current annual base fee. The annual share incentives awards program is at the discretion of the Board. For actual amounts paid to Mr. Doolin for the financial year ended December 31, 2024, see "Table of Compensation Excluding Compensation Securities".

In the event of a termination of his consulting agreement following a change of control of the Corporation, Mr. Doolin is entitled to receive a success fee in an amount equal to the sum of (i) two times his base fee, and (ii) an amount equal to two times his STI for the year at target. See also "Estimated Incremental Payments on Change of Control" below.

Estimated Incremental Payments on Change of Control

Under the terms of the agreement with Mr. Huet, the estimated incremental payments, payables and other benefits that would be triggered or could result in the event of Mr. Huet's termination by the Corporation without cause or resignation for good cause following a change of control of the Corporation (calculated as of December 31, 2024) total approximately US$1,800,000.

Under the terms of the agreement with Mr. Gernandt, the estimated incremental payments, payables and other benefits that would be triggered or could result in the event of Mr. Gernandt's termination by the Corporation without cause or resignation for good cause following a change of control of the Corporation (calculated as of December 31, 2024) total approximately US$1,065,000.

Under the terms of the agreement with Mr. Doolin, the estimated incremental payments, payables and other benefits that would be triggered or could result in the event of Mr. Doolin's termination by the Corporation without cause or resignation for good cause following a change of control of the Corporation (calculated as of December 31, 2024) total approximately US$1,050,000.

Oversight and Description of Director and NEO Compensation

The Board is responsible for approving compensation objectives and the specific compensation programs for policies and practices of the Corporation, including the administration of the Incentive Plan. The Board is responsible for recommending, monitoring and reviewing compensation programs for senior executives. The Board uses discretion and judgment when determining compensation levels as they apply to a specific executive officer. Individual compensation may be based on individual experience and performance or other criteria deemed important by the Board. In order to meet the Corporation's objectives, the Board will be guided by the value in:

providing executives with an equity-based incentive plan, namely the Incentive Plan;
aligning employee compensation with company corporate objectives; and
attracting and retaining highly qualified individuals in key positions.

Elements of Compensation Program

As discussed in further detail below, the Corporation's compensation program is comprised of three main elements:

(a) base salary, which may be paid in cash, in equity, or in a combination of both;

(b) short-term incentive compensation, which may be paid in cash, in equity, or in a combination of both; and
(c) long-term incentives in the form of security-based awards.

These components are combined to provide a compensation package that is designed to attract, retain and motivate the executive management of the Corporation with competitive remuneration packages. The remuneration policy is aligned to the Corporation's appetite for risk and long-term strategic goals. A proportion of remuneration is structured so as to link rewards to corporate and individual performance and designed to promote the long-term success of the Corporation. In determining such policy, the Board considers all factors which it deems necessary, including relevant recommendations of relevant regulatory guidance.

The Board manages the Corporation's compensation policies and practices and considers risks associated with its compensation practices when setting NEO compensation. The Corporation believes its compensation policies alleviate risk by having a balance of short-term (cash salary and cash bonuses) and long-term compensation (including an equity component to base salary and bonuses). The Board will continue to evaluate the risks and adjust the Corporation's compensation policies as necessary.

Base Salary

The primary element of the Corporation's compensation program is base salary. Base salary may be payable entirely in cash (as is the case for the Corporation's CFO), entirely in RSUs (as is the case for the Corporation's COO, or a combination of cash and RSUs (as is the case for the Corporation's CEO). The Corporation's view is that a competitive base salary is a necessary element for attracting and retaining qualified executive officers. The amount payable to a NEO as a base salary is in line with market practice for public issuers in the same industry and market, and of the same size as the Corporation.

Short Term Incentive Compensation

In addition to base salary, the NEOs are eligible to receive an annual incentive based on the achievement of annual performance objectives ("STI"). The Chief Executive Officer proposes annual objectives, which are reviewed and discussed with, and ultimately approved by, the Board. For the other NEOs, the performance objectives cascade from the Chief Executive Officer's objectives and the Corporation's strategy and key milestones and may also reflect the individual's position and responsibilities by including individual objectives as well as corporate objectives. These corporate and individual objectives are developed by the Chief Executive Officer and are subject to the approval of the Board. The target incentive for each NEO is expressed as a percentage of base salary. STI may be paid in cash, in equity, or in a combination of both.

Incentive Plan

Options-Based Awards

The Board will designate, in each year, the recipients of Options and the terms and conditions of each grant, in each case in accordance with applicable securities laws and stock exchange requirements. The Options and Common Shares available to be issued under the Incentive Plan will be used to retain and motivate current directors, officers, employees and consultants and attract new directors, officers, employees and consultants.

Share-Based Awards

The Board will designate certain eligible persons who may be granted share-based awards, including Share Units and DSUs (as defined in the Incentive Plan). The Incentive Plan will set out the terms and conditions of such grants, in each case in accordance with the Incentive Plan and applicable securities laws and stock exchange requirements. The grant of share-based awards under the Incentive Plan will be used as part of the Corporation's overall executive

compensation plan to align the interests of the holders of such awards with the shareholders of the Corporation, and to assist with the retention of qualified and experienced persons by rewarding those individuals who make a long-term commitment to the Corporation.

Pension Disclosure

The Corporation does not have a pension plan that provides for payments or benefits to its directors and NEOs at, following, or in connection with retirement.

No other elements of compensation were awarded to, earned by, paid or payable to the NEOs or directors in the most recently completed financial year ended December 31, 2024.

Director Compensation

In 2024, non-management directors received an annual retainer of US$100,000 (including committee work) and the Lead Director received an additional US$150,000 annual retainer. Effective April 10, 2025, non-management directors receive an annual retainer of US$125,000, the Chair of the Board receives an additional US$125,000 annual retainer, and the Chair of the Audit Committee receives an additional US$25,000 annual retainer. Non-management directors also receive a per meeting fee of US$1,750 for each properly called and duly constituted meeting attended (in person or by phone) by such director.

Each director's retainer and meeting fees are paid 50% in cash and 50% in deferred share units (in the case of the annual retainer) or restricted share units (in the case of meeting fees). The Board is responsible for approving compensation objectives and the specific compensation programs for policies and practices of the Corporation, including setting director compensation. The Corporation's compensation philosophy for directors is designed to provide competitive compensation sufficient to attract, retain and motivate highly skilled and experienced directors.

Directors and Officers Liability Insurance

The Corporation has directors' and officers' liability insurance for the benefit of the directors and officers of the Corporation which provides coverage in the aggregate of $5,000,000 in each policy year.

EQUITY COMPENSATION PLAN INFORMATION

Stock Option Plans and Other Incentive Plans

Incentive Plan

The Incentive Plan was approved by the shareholders of Karora Resources Inc. on July 19, 2024. Thereafter, the Incentive Plan must be approved by the shareholders of the Corporation and the TSXV on an annual basis.

The following is a description of the key terms of the Incentive Plan, which description is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is attached as Appendix C to the Corporation's listing application dated August 12, 2024, which is available under the Corporation's profile on SEDAR+ at www.sedarplus.ca. Capitalized terms used but not otherwise defined below shall have the meanings ascribed to such terms in the Incentive Plan.

Incentive Plan Purpose:

The purpose of the Incentive Plan is to attract and retain key personnel who are necessary or essential to the Corporation's success, image, reputation or activities. The Incentive Plan also allows the Corporation to reward key personnel for their performance and greater align their interests with those of the Corporation's shareholders.

Eligible Participants:
In respect of a grant of Options, an Eligible Participant is any director, executive officer, employee or Consultant of the Corporation or any of its Subsidiaries. In respect of Share Units, an Eligible Participant is any director, executive officer, employee or Consultant of the Corporation or any of its Subsidiaries other than Persons retained to provide Investor Relations Activities. In respect of a grant of DSUs, an Eligible Participant is any Non-Employee Director other than Persons retained to provide Investor Relations Activities.

Award Types:
Options, Share Units and DSUs.

Share Limit:
The total number of Common Shares reserved and available for grant and issuance pursuant to Awards under the Incentive Plan (including such number of securities issued as Dividend Equivalents) shall be equal to a maximum of 10% of the Outstanding Issue from time to time, less the number of Common Shares reserved for issuance pursuant to any other Share Compensation Arrangement, if any. The share reserve will also be impacted by the "Share Counting" definitions as set out below.

Share Counting:
Each Option is counted as reserving one Common Share under the Incentive Plan. Each Share Unit is counted as reserving one Common Share under the Incentive Plan. Each DSU is counted as reserving one Common Share under the Incentive Plan.

Share Recycling:
If (a) an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled, or (b) an outstanding Award (or portion thereof) is exercised or settled, then in each such case the Common Shares reserved for issuance in respect of such Award (or portion thereof) will again be available for issuance under the Incentive Plan.

Participation Limit:
The aggregate number of Awards granted to any one Person (and companies wholly owned by that Person) in any 12-month period shall not exceed 5% of the Outstanding Issue, calculated on the date an Award is granted to the Person, unless the Corporation has obtained the requisite disinterested shareholder approval.

Further details on the Incentive Plan are provided below:

Purpose

The purpose of the Incentive Plan is:

(a) to increase the interest in the Corporation's welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;

(b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;

(d) to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or service.

Types of Awards

The Incentive Plan provides for the grant of Options, Share Units and DSUs (each an "Award" and, collectively, the "Awards"). Share Units may have vesting criteria attached to them that are either time-based or performance-based, or both. All Awards under the Incentive Plan are granted by an Award Agreement.

Plan Administration

The Incentive Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board. Subject to the terms of the Incentive Plan, applicable law and rules of the rules of the TSXV, the Board (or an appointed committee) will have the power and authority to: (i) adopt other or additional Share Compensation Arrangements or other compensation arrangements, subject to any required approval; (ii) adopt, amend and rescind rules and regulations or vary the terms of the Incentive Plan or any Award thereunder; (iii) address tax or other requirements of an applicable jurisdiction; and (iv) administer or operate the Incentive Plan and any Award Agreements in any manner deemed necessary or advisable.

Shares Available for Awards

Subject to adjustments as provided for under the Incentive Plan, (i) the Awards shall consist of authorized but unissued shares, provided that the Corporation may elect to settle Share Units and DSUs in Common Shares acquired in the open market by a Designated Broker for the benefit of the Participant; and (ii) the total number of Common Shares reserved and available for grant and issuance pursuant to Awards under the Incentive Plan (including such number of securities issued as Dividend Equivalents) shall be equal to a maximum of 10% of the Outstanding Issue from time to time, less the number of Common Shares reserved for issuance pursuant to any other Share Compensation Arrangement, if any.

The Incentive Plan sets out the calculation of the number of Common Shares reserved for issuance based on whether the Common Shares are reserved for issuance pursuant to the grant of an Option, Share Unit or DSU. The Incentive Plan is considered to be an "evergreen" plan, since Common Shares covered by Awards which have been exercised, settled or terminated, as applicable, will be available for subsequent grant under the Incentive Plan, and the number of Awards that may be granted under the Incentive Plan increases if the total number of issued and outstanding Common Shares increases.

Limits with respect to Insiders, Individual Grants and Annual Grant Limits

The Incentive Plan, together with all other established and outstanding Share Compensation Arrangements provides the following limitations on grants:

(a) Unless the Corporation has obtained the requisite disinterested shareholder approval, (i) the aggregate number of Common Shares reserved for issuance under Awards granted to Insiders (as a group) cannot exceed 10% of the Outstanding Issue; or (ii) the aggregate number of Awards granted to Insiders (as a group) cannot exceed 10% of the Outstanding Issue within any 12-month period, calculated at the date an Award is granted to any Insider.

(b) Unless the Corporation has obtained the requisite disinterested shareholder approval, the aggregate number of Awards granted to any one Person (and companies wholly owned by that Person) in any 12-month period shall not exceed 5% of the Outstanding Issue, calculated on the date an Award is granted to the Person.

(c) The aggregate number of Awards granted to any one Consultant in any 12-month period shall not exceed 2% of the Outstanding Issue, calculated at the date an Award is granted to the Consultant.

(d) The aggregate number of Options granted to all Persons retained to provide Investor Relations Activities shall not exceed 2% of the Outstanding Issue in any 12-month period, calculated at the date an Option is granted to any such Person.

(e) Upon authorization by the Board of the exercise of an Option on a "cashless exercise" basis or "net exercise" basis, the number of Options exercised, surrendered, or converted, and not the number of Common Shares actually issued by the Corporation, will be included in calculating any limits under the Incentive Plan.

Eligible Participants

In respect of a grant of Options, an Eligible Participant is any director, executive officer, employee or Consultant of the Corporation. In respect of Share Units, an Eligible Participant is any director, executive officer, employee or Consultant of the Corporation other than Persons retained to provide Investor Relations Activities. In respect of a grant of DSUs, an Eligible Participant is any Non-Employee Director other than Persons retained to provide Investor Relations Activities.

Description of Awards

Options

An Option is an option granted by the Corporation to a Participant to acquire a designated number of Common Shares from treasury at the Option Price. Options are exercisable over a period established by the Board, which shall not be more than ten (10) years from the date of grant of the Option, provided that if the date on which an Option Term expires falls within a Blackout Period, the expiration date of the Option will be the date that is ten (10) Business Days after the Blackout Period Expiry Date. The Option Price shall be determined by the Board but shall not be set at less than Market Value of a Share as of the date of the grant. All Options shall vest in accordance with the terms of the Option Agreement.

The grant of an Option by the Board shall be evidenced by an Option Agreement. At the time of grant of an Option, the Board may establish, in its sole discretion, vesting conditions in respect of each Option grant, which may include Performance Criteria. Notwithstanding the foregoing, Options granted to Persons retained to provide Investor Relations Activities must vest in stages over a period of not less than twelve (12) months with no more than one-quarter (1/4) of the Options vesting in any three-month period, unless TSXV acceptance is obtained. The Incentive Plan also permits the Board, in its sole discretion, to permit an Option to be exercised by (i) Participants by way of a "cashless exercise" basis; or (ii) Participants, who are not Persons retained to provide Investor Relations Activities, on a "net exercise" basis in accordance with the formula set out in the Incentive Plan, and in compliance with the policies of the TSXV.

Share Units

A Share Unit is an Award that is a bonus for services rendered in the year of grant, that, upon settlement, entitles the recipient Participant to receive a cash payment equal to the Market Value of a Share or, at the sole discretion of the Board, a Common Share, and subject to such restrictions and conditions on vesting as the Board may determine at the time of grant, unless such Share Unit expires prior to being settled. Restrictions and conditions on vesting may, without limitation, be based on the passage of time during continued employment or other service relationship (sometimes referred to as a "Restricted Share Unit" or "RSU"), the achievement of specified Performance Criteria (sometimes referred to as a "Performance Share Unit" or "PSU"), or both. The grant of a Share Unit by the Board shall be evidenced by a Share Unit Agreement.

The Board shall have sole discretion to determine, waive, or extend any Performance Criteria or other vesting conditions with respect to a Share Unit as contained in a Share Unit Agreement, provided that (i) no Share Unit shall vest before the one-year anniversary from the date of grant; (ii) any extension will not extend beyond the Share Unit Outside Expiry Date; and (iii) the Corporation shall communicate to a Participant, as soon as reasonably practicable, the date on which all such applicable vesting conditions have been satisfied, waived, or deemed satisfied and the Share Units have vested. Subject to the vesting and other conditions and provisions in the Incentive Plan and in the applicable Share Unit Agreement, each Share Unit awarded to a Participant shall entitle the Participant to receive, on settlement, a cash payment equal to the Market Value of a Share or, at the discretion of the Board, one Common Share or any combination of cash and Common Shares as the Board in its sole discretion may determine. Alternatively, the Corporation (or the applicable Subsidiary) may, in its sole discretion, elect to settle all or any portion of the cash payment obligation by the delivery of Common Shares issued from treasury or Common Shares purchased on the open market through a Designated Broker. Subject to the terms and conditions in the Incentive Plan, vested Share Units shall be redeemed by the Corporation (or the applicable Subsidiary) as described above on the date that is determined by the Corporation, in its sole discretion, but provided that such date shall not be later than (i) thirty (30) days following the Participant's Termination Date; or (ii) the Share Unit Outside Expiry Date (or the U.S. Share Unit Outside Expiry Date for U.S. Taxpayers).

Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested Share Units in a Participant's account on the same basis as cash dividends declared and paid on Common Shares as if the Participant was a shareholder of the Corporation of record of Common Shares on the relevant record date. In the event that the Participant's applicable Share Units do not vest, all Dividend Equivalents, if any, associated with such Share Units will be forfeited by the Participant.

Deferred Share Units

A DSU is an Award for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Eligible Participant to receive cash or acquire Common Shares, as determined by the Corporation in its sole discretion, unless such DSU expires prior to being settled. All DSUs shall vest and be evidenced by a DSU Agreement, provided that no DSU shall vest before the one-year anniversary from the date of the grant.

Subject to the vesting and other conditions and provisions in the Incentive Plan and in any DSU Agreement, each DSU awarded to a Participant shall entitle the Participant to receive, on the DSU Redemption Date, a cash payment equal to the Market Value of a Share, or, at the discretion of the Board, one Common Share or any combination of cash and Common Shares as the Corporation, in its sole discretion, may determine. Alternatively, the Corporation may, in its sole discretion, elect to settle all or any portion of the cash payment obligation by the delivery of Common Shares issued from treasury or Common Shares purchased on the open market through a Designated Broker. Notwithstanding the foregoing, no DSU shall be redeemable or settled beyond a date that is twelve (12) months from the Participant's Termination Date or such date that a Participant ceases to be an Eligible Participant, and no Participant shall have any rights with respect to any DSU not redeemed or settled beyond such date.

Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested DSUs in a Participant's account on the same basis as cash dividends declared and paid on Common Shares as if the Participant was a shareholder of the Corporation of record of Common Shares on the relevant record date. In the event that the Participant's applicable DSUs do not vest, all Dividend Equivalents, if any, associated with such DSUs will be forfeited by the Participant.

Effect of Termination on Awards

Unless otherwise provided for in an Option Agreement, Share Unit Agreement or DSU Agreement or determined by the Board on an individual basis, Awards are subject to the following conditions:

(a) Resignation: Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Corporation or a Subsidiary:

(i) each unvested Option granted to such Participant shall terminate and become void immediately upon such resignation;

(ii) each vested Option held by such Participant shall cease to be exercisable on the earlier of (i) ninety (90) days after the Participant's Termination Date (or such later date as the Board may, in its sole discretion, determine, but which shall not be later than twelve (12) months from the Participant's Termination Date) and (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire; and

(iii) the Participant's participation in the Incentive Plan shall be terminated immediately, all Share Units credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested Share Units shall be forfeited and cancelled.

(b) Termination for Cause: Upon a Participant ceasing to be an Eligible Participant for Cause:

(i) any vested or unvested Options granted to such Participant shall terminate automatically and become void immediately; and

(ii) the Participant's participation in the Incentive Plan shall be terminated immediately, all Share Units credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested Share Units shall be forfeited and cancelled.

(c) Termination not for Cause: Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with the Corporation or a Subsidiary being terminated without Cause:

(i) each unvested Option granted to such Participant shall terminate and become void immediately;

(iii) all unvested Share Units in the Participant's Account as of such date relating to a Restriction Period in progress shall be forfeited and cancelled, provided that the Board may accelerate or waive vesting conditions of unvested Share Units, so long as no Share Units vest before the one-year anniversary of being granted, unless in connection with a Change of Control or the death of a Participant.

(d) Termination Due to Retirement or Permanent Disability: Upon a Participant ceasing to be an Eligible Participant by reason of retirement or permanent disability:

(i) each unvested Option granted to such Participant shall terminate and become void immediately;

(ii) each vested Option held by such Participant shall cease to be exercisable on the earlier of (A) ninety (90) days from the date of retirement or the date on which the Participant

ceases his or her employment or service relationship with the Corporation or any Subsidiary by reason of permanent disability (or such later date as the Board may, in its sole discretion, determine, but which shall not be later than twelve (12) months from the Participant's Termination Date) and (B) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire; and

(e) Termination Due to Death: Upon a Participant ceasing to be an Eligible Participant by reason of death:

(i) each unvested Option granted to such Participant shall terminate and become void immediately;

(ii) each vested Option held by such Participant at the time of death may be exercised by the legal representative of the Participant, provided that any such vested Option shall cease to be exercisable on the earlier of (A) the date that is twelve (12) months after the Participant's death or (B) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire; and

(iii) all unvested Share Units in the Participant's Account as of such date relating to a Restriction Period in progress shall be forfeited and cancelled, provided that the Board may accelerate or waive vesting conditions of unvested Share Units so long as no Share Units vest before the one-year anniversary of being granted unless in connection with a Change of Control or the death of a Participant.

(f) Termination Due to Leave of Absence: Upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves:

(i) the Board may terminate the Participant's participation in the Incentive Plan, provided that all vested Options shall remain outstanding and in effect until the earlier of (i) the date that is twelve (12) months after a Participant ceases to be an Eligible Participant, (ii) the applicable exercise date, or (iii) such earlier date determined by the Board at its sole discretion; and

(ii) all unvested Share Units in the Participant's Account as of such date relating to a Restriction Period in progress shall be forfeited and cancelled, provided that the Board may accelerate or waive vesting conditions of unvested Share Units so long as no Share Units vest before the one-year anniversary of being granted unless in connection with a Change of Control or the death of a Participant.

Change of Control

In the event of a Change of Control the Board will have the power, in its sole discretion, to modify the terms of the Incentive Plan and/or the Awards to assist the Participants to tender into a takeover bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consumption of such Change of Control, and (ii) permit Participants to conditionally

exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Common Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If the proposed Change of Control is not completed within the prescribed time, (i) the conditional exercise of vested Options shall be deemed to be null, void, and of no effect; (ii) Common Shares issued pursuant to the vested Options shall be returned; and (iii) the original terms of the Options will apply.

Assignment and Transferability

Each Award granted under the Incentive Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of descent and distribution.

Amendment

The Board may (i) subject to regulatory approval, discontinue the Incentive Plan at any time; and (ii) amend the Incentive Plan or any Award at any time, without the consent of the Participants, provided that any such amendment shall not adversely alter or impair the rights of any Participant without the consent of such Participant (except as permitted by the provisions of the Incentive Plan), and is in compliance with applicable law, including, if required, the approval of the TSXV.

Unless such approval is required by law or the requirements of the TSXV, the Board may make the following types of amendments to the Incentive Plan without seeking approval of the shareholders of the Corporation:

(a) any amendment, with the consent of the Participant, to the terms of an Award previously granted to such Participant under the Incentive Plan (other than amendments to the exercise price and the expiry date of any Award);

(b) any amendment necessary to comply with applicable law (including taxation laws) or the requirements of the TSXV or any other regulatory body to which the Corporation is subject;

(c) any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Incentive Plan, correct or supplement any provision of the Incentive Plan that is inconsistent with any other provision of the Incentive Plan, correct any grammatical or typographical errors or amend the definitions in the Incentive Plan; or

(d) any amendment regarding the administration or implementation of the Incentive Plan.

Approval by the shareholders of the Corporation, or if required by the TSXV, disinterested shareholder approval, is required to make the following amendments:

(a) any amendment to the maximum percentage or number of Common Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards granted under the Incentive Plan, including an increase to the fixed maximum percentage of Common Shares or a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares or vice versa, except in the event of an adjustment;

(b) any amendment which reduces the exercise price of any Award, as applicable, after such Award has been granted or any cancellation of an Award and the replacement of such Award with an Award with a lower exercise price or other entitlements, except in the event of an adjustment, provided that disinterested shareholder approval will be required for any amendment which reduces the exercise price of any Option if the Participant is an Insider of the Corporation at the time of the proposed amendment;

(c) any amendment which extends the expiry date of any Award, or the Restriction Period of any Share Unit beyond the original expiry date or Restriction Period, except in the event of an extension due to a Blackout Period, provided that disinterested shareholder approval will be required for any amendment which extends the expiry date of an Option if the Participant is an Insider of the Corporation at the time of the proposed amendment;

(d) any amendment to the definition of an Eligible Participant under the Incentive Plan;

(e) any amendment to the participation limits; or

(f) any amendment to Section 7.3 of the Incentive Plan.

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2024, information concerning securities authorized for issuance under equity compensation plans of the Corporation.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, RSUs and DSUs	Weighted-Average Exercise Price of Outstanding Options	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1)
Equity compensation plans approved by securityholders(1)	8,025,000	$0.105	48,351
Equity compensation plans not approved by securityholders	-	-	-
Total	8,025,000	$0.105	48,351

Notes:

(1) As at December 31, 2024, 80,733,519 Common Shares were issued and outstanding. Represents the Incentive Plan, which reserves a number of Common Shares equal to 10% of the then outstanding Common Shares from time to time.

As at December 31, 2024, the Corporation had 8,025,000 Options outstanding representing approximately 9.9% of the issued and outstanding Common Shares of the Corporation on December 31, 2024.

AUDIT COMMITTEE DISCLOSURE

Audit Committee

The Audit Committee is responsible for monitoring the Corporation's systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and appointing and monitoring the performance and independence of the Corporation's external auditors. The Audit Committee is also responsible for reviewing the Corporation's audited financial statements, unaudited interim financial statements and related MD&A prior to their approval by the Board.

Audit Committee Charter

The text of the Audit Committee Charter is attached as Schedule "B" to this Circular.

Composition, Education and Experience

The current members of the Audit Committee are Meri Verli (Chair), Peter Goudie and Paul Huet. Meri Verli and Peter Goudie are independent of the Corporation. All of the members of the Audit Committee are considered financially literate for the purposes of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators ("NI 52-110").

Each member of the Audit Committee has adequate education and experience in dealing with financial statements, accounting issues, internal control and other related matters relating to public resource-based companies through the significant experience they have had as directors and officers of other companies, including mining companies, and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare its financial statements;

(b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;

(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements or experience actively supervising one or more persons engaged in such activities; and

(d) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the most recently completed financial year of the Corporation has the Corporation relied on the exemption in section 2.4 of NI 52-110 (De Minimis Non-Audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), 6.1.1(6) (Death, Incapacity or Resignation), or an exemption from the application of NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee will approve policies and procedures for the pre-approval of services to be rendered by the external auditors, which policies and procedures shall include reasonable detail with respect to the services covered. All permissible non-audit services to be provided to the Corporation or any of its affiliates by the external auditors or any of their affiliates that are not covered by pre-approval policies and procedures approved by the Audit Committee shall be subject to pre-approval by the Audit Committee. The Audit Committee shall have the sole discretion regarding the prohibition of the external auditor providing certain non-audit services to the Corporation and its affiliates. The Audit Committee shall also review and approve disclosures with respect to permissible non-audit services.

External Auditor Service Fees (By Category)

The aggregate fees billed by the external auditor of the Corporation in each of the last two financial years of the Corporation are as follows:

Year Ending	Audit Fees^{(1)}	Audit Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}
December 31, 2024	C$93,808	$-	C$19,793	$-
December 31, 2023	$-	$-	$-	$-

Notes:

(1) Represents aggregate fees billed by the Corporation's external auditor for audit fees.

(2) Represents aggregate fees billed for assurance and related services by the Corporation's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported under "Audit Fees".

(3) Represents aggregate fees billed for professional services rendered by the Corporation's external auditor for tax compliance, tax advice and tax planning.

(4) Represents aggregate fees billed for products and services provided by the Corporation's external auditor, other than the services reported under "Audit Fees", "Audit Related Fees" and "Tax Fees".

Exemption

Pursuant to section 6.1 of NI 52-110, the Corporation is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 by virtue of it being a venture issuer.

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

The Corporation currently has three directors, a majority of whom are considered independent. Mr. Goudie and Ms. Verli are considered to be independent of the Corporation for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"). Mr. Huet is the Chief Executive Officer of the Corporation and is not considered to be independent of the Corporation for the purposes of NI 58-101. Following the Meeting, it is expected that two of the three directors (namely, Mr. Goudie and Ms. Verli) will be considered to be independent of the Corporation and one of the three directors (namely, Mr. Huet) will not be considered to be independent of the Corporation for the purposes of NI 58-101 (assuming the election of the nominee).

The Board facilitates its exercise of independent supervision over management through regular meetings of the Board held to obtain an update on significant corporate activities and plans, both with and without members of management being in attendance. The Board is responsible for approving long-term strategic plans and annual business plans and budgets recommended by management. The Board's consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Corporation's business in the ordinary course, managing the Corporation's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

The independent directors will not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, where deemed necessary by the independent directors, the independent directors will hold in-camera sessions exclusive of non-independent directors and members of management, which process will facilitate open and candid discussion amongst the independent directors.

Directorships

The following directors of the Corporation and nominees for election as directors of the Corporation are presently directors of the following other reporting issuers (or the equivalent in a foreign jurisdiction):

Name of Director or Nominee	Other Reporting Issuers
Peter Goudie	Americas Gold and Silver Corporation
Paul Huet	Americas Gold and Silver Corporation
New Found Gold Corp.
Meri Verli	Americas Gold and Silver Corporation

Other than as noted above, none of the current or nominee directors are directors of any other reporting issuers (or the equivalent in a foreign jurisdiction).

Orientation and Continuing Education

If and when new directors are added, they will be provided with:

information respecting the functioning of the Board, the committees and copies of the Corporation's corporate governance policies;
access to recent, publicly filed documents of the Corporation, and the Corporation's internal financial information
access to management and technical experts and consultants; and
a summary of significant corporate and securities responsibilities.

In addition, the Board is also responsible for providing continuing education opportunities to existing directors designed to enhance and facilitate the continuing education process, consisting of a combination of written materials, meetings, site visits and other briefings. Directors are sent materials or publications on governance matters, risk management, compensation issues, capital market review, and relevant commodities market information on a periodic basis. Completing such readings is an efficient way to remain current on trends in mining, governance, compensation and other matters relevant to the Corporation.

Ethical Business Conduct

The Board 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 in which the director has an interest have helped to ensure that the Board 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. In addition, if a director of the Corporation also serves as a director or officer of another company engaged in similar business activities to the Corporation, that director must comply with the conflict of interest provisions of applicable corporate legislation, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Any interested director will be required to declare the nature and extent of his or her interest, and will not be entitled to vote at meetings of directors at which matters that give rise to such a conflict of interest are considered.

Nomination of Directors

The Board reviews the competencies and skills the members of the Board should possess as well as the skills, areas of expertise, background, independence and qualifications credentials of nominees for election or re-election as members of the Board on an annual basis. If vacancies occur on the Board, the Board considers nominees and their qualifications, the validity of the credentials underlying each nomination, and, for nominees who are already directors of the Corporation, an evaluation of their effectiveness and performance as members of the Board, including their attendance at Board and committee meetings. The use of a skills matrix is also an additional tool that may be used in considering nominees to the Board in the future.

The Board may maintain and update, as needed, a list of potential director candidates for planned and unforeseen vacancies through an evergreen list.

Assessments

The Board does not formally review the contributions of individual directors; however, it believes that its current size facilitates informal discussion and evaluation of members' contributions within that framework.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, no person proposed to be nominated for election as a director of the Corporation, nor any associate of any such director, executive officer or proposed nominee, is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or indebted to another entity, where such indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, pursuant to a security purchase program of the Corporation or otherwise.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no informed person (as that term is defined in NI 51-102) of the Corporation, no person proposed to be nominated for election as a director of the Corporation, nor any associate or affiliate of any of them, has or has had any material interest, direct or indirect, in any transaction since January 1, 2024 or in any proposed transaction which has materially affected or is reasonably expected to materially affect the Corporation or any of its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Corporation can be found on SEDAR+ at www.sedarplus.ca. Further financial information is provided in the comparative financial statements and the management's discussion and analysis of the Corporation for its most recently completed financial year ended December 31, 2024, which have been filed on SEDAR+ (www.sedarplus.ca) under the Corporation's issuer profile. Shareholders may also obtain these documents, without charge, upon request to the Secretary of the Corporation or on the Corporation's website at www.culicometals.com.

APPROVAL

The contents of this Circular and the sending thereof to the shareholders of the Corporation have been approved by the directors of the Corporation.

DATED this 25th day of August, 2025.

BY ORDER OF THE BOARD

(Signed) "Paul Huet"
Chief Executive Officer

SCHEDULE "A"
INCENTIVE PLAN RESOLUTION

BE IT RESOLVED THAT:

The 10% "rolling" omnibus equity incentive plan (the "Incentive Plan") of Culico Metals Inc. (the "Corporation"), as described in the management information circular of the Corporation dated August 25, 2025, as may be amended by the board of directors as required by applicable securities regulatory authorities or stock exchanges, is hereby ratified, confirmed and approved.
The number of common shares in the capital of the Corporation (the "Common Shares") issuable under the Incentive Plan, and all security-based compensation arrangements, shall continue to be set at 10% of the number of Common Shares issued and outstanding from time to time, subject to any limitations imposed by applicable regulations, laws, rules and policies.
Any one director or officer of the Corporation is authorized, on behalf of the Corporation, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution.

A-1

SCHEDULE "B"

AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (the "Committee") is a standing committee appointed by the board of directors (the "Board") of Culico Metals Inc. (the "Company"). The Committee is established to fulfill applicable public company obligations respecting audit committees and to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting including responsibility to, among other things as may be delegated by the Board from time to time, oversee:

(a) the integrity of the Company's financial statements and financial reporting process, including the audit process and the Company's internal controls over financial reporting, disclosure controls and procedures, and compliance with other related legal and regulatory requirements;

(b) the qualifications and independence of external auditors;

(d) enterprise risk management, privacy and data security and to monitor the same; and

(e) the auditing, accounting and financial reporting process generally.

(i) In addition, the Committee shall prepare, if required, an audit committee report for inclusion in the Company's annual management information circular, in accordance with applicable laws and regulations.

(ii) The function of the Committee is oversight. It is not the duty or responsibility of the Committee or its members to: (a) plan or conduct audits; (b) determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles used by the Company; or (c) conduct other types of auditing or accounting reviews or similar procedures or investigations. The Committee and the Audit Committee Chair (the "Committee Chair") are members of the Board, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Company, and are specifically not accountable or responsible for the day-to-day operation or performance of such activities.

(iii) Management is responsible for the preparation, presentation and integrity of the Company's financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies and systems of risk assessment and internal controls and procedures designed to provide reasonable assurance that assets are safeguarded and transactions are properly authorized, recorded and reported and to assure the effectiveness and efficiency of operations, the reliability of financial reporting and compliance with accounting standards and applicable laws and regulations. Management is also responsible for monitoring and reporting on the adequacy and effectiveness of the system of internal controls over financial reporting and disclosure controls and procedures. The external auditors are responsible for planning and carrying out an audit of the Company's annual financial statements in accordance with generally accepted auditing standards to provide reasonable assurance that, among other things, such financial statements are in accordance with generally accepted accounting principles.

B-1

PROCEDURES

Number of Members – The members of the Committee shall be appointed by the Board. The Committee will be comprised of not less than three (3) Board members.
Independence – Except as otherwise permitted under securities laws, including the limited exceptions set out in National Instrument 52-110 – Audit Committees ("NI 52-110"), or the rules of any applicable stock exchange, the Committee shall be constituted of a majority of "independent directors" who are "independent" within the meaning of NI 52-110.
Financial Literacy and Other Related Experience – Except as otherwise permitted under securities laws, including the limited exceptions set out in NI 52-110, or the rules of any applicable stock exchange, each member of the Committee shall be able to read and understand fundamental financial statements and shall otherwise be "financially literate" within the meaning of applicable requirements or guidelines for audit committee service under securities laws, including NI 52-110, or the rules of any applicable stock exchange. Each member should have reasonable sufficient experience in such other economic, financial, investment or business matters as the Board may deem appropriate.
Appointment and Replacement of Committee Members – Any member of the Committee may be removed or replaced at any time by the Board and shall automatically cease to be a member of the Committee upon ceasing to be a director. The Board shall fill any vacancy if the membership of the Committee is less than three directors. Whenever there is a vacancy on the Committee, the remaining members may exercise all its power so long as a quorum remains in respect of a specific Committee meeting. Subject to the foregoing, the members of the Committee shall be appointed by the Board annually and each member of the Committee shall remain on the Committee until the next annual meeting of shareholders after his or her appointment or until his or her successor shall be duly appointed and qualified.
Committee Chair – Unless a Committee Chair is designated by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee. The Committee Chair shall be responsible for leadership of the Committee assignments and reporting to the Board. If the Committee Chair is not present at any meeting of the Committee, one of the other members of the Committee who is present shall be chosen by the Committee to preside at the meeting. The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter.
Conflicts of Interest – If a Committee member faces a potential or actual conflict of interest relating to a matter before the Committee, other than matters relating to the compensation of directors, that member shall be responsible for alerting the Committee Chair. If the Committee Chair faces a potential or actual conflict of interest, the Committee Chair shall advise the Chair of the Board. If the Committee Chair, or the Chair of the Board, as the case may be, concurs that a potential or actual conflict of interest exists, the member faced with such conflict shall disclose to the Committee the member's interest and shall not participate in consideration of the matter and shall not vote on the matter.
Meetings – The Committee shall meet regularly and as often as it deems necessary to perform the duties and discharge its responsibilities described herein in a timely manner, but not less than four (4) times a year and any time the Company proposes to issue a press release with its quarterly or annual earnings information or disclose any other material financial information of the Company. The Committee shall meet within forty-five (45) days following the end of each of the first three financial quarters and shall meet within ninety (90) days following the end of the financial year. Meetings of the Committee may be called by any member of the Committee, the Chairman and CEO, the Lead Director of the Board (the "Lead Director") (if appointed) or the CFO of the Company. Not less than twenty-four (24) hours notice shall be given, provided that notice may be waived by all members of the Committee. The Committee shall maintain written minutes of its meetings, which will be filed with the meeting minutes of the Board.

Agenda – The Committee Chair, with the assistance of the Chief Financial Officer ("CFO"), shall develop and set the Committee's agenda, in consultation with other members of the Committee, the Board and management. The agenda and information concerning the business to be conducted at each Committee meeting shall be, to the extent practical, communicated to members of the Committee sufficiently in advance of each meeting to permit meaningful review. The Committee will keep minutes of its meetings which shall be available for review by the Board. Except in exceptional circumstances, draft minutes of each meeting of the Committee shall be circulated to the Committee for review within 14 days following the date of each such meeting.
Separate Executive Meetings – The Committee shall meet periodically, but no less than quarterly, with the CFO, the head of internal audit function and the external auditors in separate executive sessions to discuss any matters that the Committee or any of these groups believes should be discussed privately and such persons shall have access to the Committee to bring forward matters requiring its attention. However, the Committee shall also meet periodically without management present.
Quorum – Quorum for the transaction of business at any meeting of the Committee shall be a majority of the number of members of the Committee. If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned for one hour unless a quorum is present before that time. If following such one-hour period, a quorum as hereinbefore specified is not present, then, at the discretion of the members then present, the quorum for the adjourned meeting shall consist of the members then present.
Voting – Any matter to be determined by the Committee shall be decided by a majority of the votes cast at a meeting of the Committee called for such purpose. Any action of the Committee may also be taken by an instrument or instruments in writing signed by all of the members of the Committee (including in counterparts, by facsimile or other electronic signature) and any such action shall be as effective as if it had been decided by a majority of the votes cast at a meeting of the Committee called for such purpose. In case of an equality of votes, the matter will be referred to the Board for decision.
Participation – Members may participate in a meeting of the Committee in person or by means of telephone, web conference or other communication equipment. The Committee may invite such other directors, officers and employees of the Company and such other advisors and persons as is considered advisable to attend any meeting of the Committee. For greater certainty, the Committee shall have the right to determine who shall and who shall not be present at any time during a meeting of the Committee.
Reliance – Absent actual knowledge to the contrary (which shall be promptly reported to the Board), each member of the Committee shall be entitled to rely on: (a) the integrity of those persons or organizations within and outside the Company from which it receives information; (b) the accuracy of the financial and other information provided to the Committee by such persons or organizations; and (c) representations made by management and the external auditors as to the permissible non-audit services provided by the external auditors to the Company and its subsidiaries.
Self-Evaluation – The Committee shall conduct a self-evaluation at least annually to determine whether it and its members are functioning effectively and report its conclusion to the Board.

AUDIT RESPONSIBILITIES

Selection and Oversight of the External Auditors

The external auditors are ultimately accountable to the Committee and the Board as the representatives of the shareholders of the Company and shall report directly to the Committee and the Committee shall so instruct the external auditors. The Committee shall evaluate the performance of the external auditors and make recommendations to the Board on the reappointment or appointment of the external auditors of the

Company to be proposed in the Company's management information circular for shareholder approval and shall have authority to terminate the external auditors. If a change in external auditors is proposed, the Committee shall review the reasons for the change and any other significant issues related to the change, including the response of the incumbent auditors, and enquire on the qualifications of the proposed auditors before making its recommendation to the Board.

The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of a registered public accounting firm engaged (including resolution of disagreements between management and the external auditor regarding financial reporting) for the purposes of preparing or issuing an audit report or performing other audit, review or attestation services for the Company, and each such registered public accounting firm must report directly to the Committee.
The Committee will approve policies and procedures for the pre-approval of services to be rendered by the external auditors, which policies and procedures shall include reasonable detail with respect to the services covered. All permissible non-audit services to be provided to the Company or any of its affiliates by the external auditors or any of their affiliates that are not covered by pre-approval policies and procedures approved by the Committee shall be subject to pre-approval by the Committee. The Committee shall have the sole discretion regarding the prohibition of the external auditor providing certain non-audit services to the Company and its affiliates. The Committee shall also review and approve disclosures with respect to permissible non-audit services.
The Committee shall review the independence of the external auditors and shall make recommendations to the Board on appropriate actions to be taken that the Committee deems necessary to protect and enhance the independence of the external auditors. In connection with such review, the Committee shall:

(a) actively engage in a dialogue with the external auditors about all relationship or services that may impact the objectivity and independence of the external auditors;

(b) require that the external auditors submit to it on a periodic basis, and at least annually, a formal written statement delineating all relationships between the Company and its subsidiaries, on the one hand, and the external auditors and their affiliates on the other hand and to the extent there are relationships, monitor and investigate them;

(c) ensure the rotation of the lead (and concurring) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by applicable law;

(d) consider whether there should be a regular rotation of the external audit firm itself; and

(e) consider the auditor independence standards promulgated by applicable auditing regulatory and professional codes.

The Committee shall establish and monitor clear policies for the hiring by the Company of partners, employees or former employees of the external auditors.
The Committee shall require the external auditors to provide to the Committee, and the Committee shall review and discuss with the external auditors, all reports which the external auditors are required to provide to the Committee or the Board under rules, policies or practices of professional or regulatory bodies applicable to the external auditors, and any other reports which the Committee may require. Such reports shall include:

(a) a description of the external auditors' internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review, or Canadian Public Accountability Board (CPAB) review, of the external auditors, or by any inquiry or investigation by

governmental or professional authorities, within the preceding five years, respecting one or more independent auditors carried out by the external auditors and any steps taken to deal with any such issues; and

(b) a report describing: (i) the proposed audit scope, approach and independence of all critical accounting policies and practices to be used in the annual audit; (ii) all alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and (iii) other material written communication between the external auditors and management, such as any management letter or schedule of unadjusted differences.

The Committee shall (i) annually review the experience and qualifications of the independent audit team and review the performance of the independent auditors, including assessing their professional skepticism, effectiveness and quality of serve, and (ii) every five (5) years perform a comprehensive review of the performance of the independent auditors over multiple years to provide further insight on the audit firm, its independence and application of professional standards.

Appointment and Oversight of Internal Auditors

The appointment, terms of engagement, compensation, replacement or dismissal of the internal auditors shall be subject to prior review and approval by the Committee. When the internal audit function is performed by employees of the Company, the Committee may delegate responsibility for approving the employment, term of employment, compensation and termination of employees engaged in such function (other than with respect to the head of the Company's internal audit function).
The Committee shall obtain from the internal auditors, and shall review, summaries of the significant reports to management prepared by the internal auditors, or the actual report if requested by the Committee, and management's responses to such reports.
The Committee shall, as it deems necessary or appropriate, communicate with the internal auditors with respect to their reports and recommendations, the extent to which prior recommendations have been implemented and any other matters that the internal auditor brings to the attention of the Committee. The head of the internal audit function shall have unrestricted access to the Committee.
The Committee shall, annually or more frequently as it deems necessary or appropriate, evaluate the internal auditors, including their activities, organizational structure, independence, objectivity, qualifications and effectiveness.

Oversight and Monitoring of Audits

The Committee shall review with the external auditors, the internal auditors and management: the audit function generally; the objectives, staffing, locations, coordination (reduction of redundant efforts) and effective use of audit resources; reliance upon management and internal audit and general audit approach and scope of proposed auditors of the financial statements of the Company and its subsidiaries; the overall audit plans; the responsibilities of management, the internal auditors and the external auditors; the audit procedures to be used; and the timing and estimated budgets and staffing of the audits.
The Committee shall meet periodically with the internal auditors to discuss the progress of their activity, any significant findings stemming from internal audits, any changes required in the planned scope of their audit plan and any difficulties or disputes that arise with management in the course of their audits, including any restrictions on the scope of their work or access to required information, and the adequacy of management's responses in correcting audit-related deficiencies.

The Committee shall review with management the results of internal and external audits.
The Committee shall provide an open avenue of communication between the external auditors, the internal auditors, the Board and management and take such other reasonable steps as it may deem necessary to satisfy itself that the audit was conducted in a manner consistent with all applicable legal requirements and auditing standards of applicable professional or regulatory bodies.

Oversight and Review of Accounting Principles and Practices

The Committee shall, as it deems necessary or appropriate, oversee, review and discuss with management, the external auditors and the internal auditors (together and separately as it deems necessary), among other items and matters:

(a) the quality, appropriateness and acceptability of the Company's accounting principles, practices and policies used in its financial reporting, its consistency from period to period, changes in the Company's accounting principles or practices and the application of particular accounting principles and disclosure practices by management to new or unusual transactions or events;

(b) all significant financial reporting issues, estimations and judgements made in connection with the preparation of the financial statements, including the effects of alternative methods within generally accepted accounting principles on the financial statements and any "second opinions" sought by management from an independent auditor with respect to the accounting treatment of a particular item;

(c) any material change to the Company's auditing and accounting principles and practices as recommended by management, the external auditors or the internal auditors or which may result from proposed changes to applicable generally accepted accounting principles;

(d) the extent to which any changes or improvements in accounting or financial practices, as approved by the Committee, have been implemented; and

(e) the effect of regulatory and accounting initiatives on the Company's financial statements and other financial disclosures.

The Committee will review and resolve disagreements between management and the external auditors regarding financial reporting or the application of any accounting principles or practices.

Oversight and Monitoring of Internal Control Over Financial Reporting ("ICOFR")

The Committee shall, as it deems necessary or appropriate, exercise oversight of, review and discuss with management, the external auditors and the internal auditors (together and separately, as it deems necessary):

(a) the adequacy and effectiveness of the Company's ICOFR and disclosure controls and procedures designed to ensure compliance with applicable laws and regulations;

(b) any significant deficiencies or material weaknesses in ICOFR or disclosure controls and procedures;

(d) any fraud, of any amount or type, that involves management or other employees who have a significant role in the ICOFR;

(e) the adequacy of the Company's internal controls and any related significant findings and recommendations of the external auditor and internal auditors together with management's responses thereto; and

(f) management's compliance with the Company's processes, procedures and internal controls.

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.

Oversight and Monitoring of the Company's Financial Reporting and Disclosure

The Committee shall:

(a) review with the external auditors and management and recommend to the Board for approval the audited financial statements and the notes thereto and Management's Discussion and Analysis ("MD&A") accompanying such financial statements, the Company's annual information form and any financial information of the Company contained in any registration statement, prospectus, information circular or any other disclosure document or regulatory filing of the Company;

(b) review with the external auditors and management each set of interim financial statements and the notes thereto and MD&A accompanying such financial statements and any other disclosure documents or regulatory filings of the Company containing or accompanying financial information of the Company; and

(c) review the disclosure regarding the Committee required to be included in any publicly filed or available document by applicable securities laws or regulations or stock exchange rules or requirements.

Such reviews shall be conducted prior to the release of any summary of the financial results or the filing of such reports with applicable regulatory authorities.

Prior to their distribution or public disclosure, the Committee shall discuss earnings press releases, as well as financial information and earnings guidance, it being understood that such discussions may in the discretion of the Committee, be done generally (i.e., by discussing the types of information to be disclosed and the type of presentation to be made) and that the Committee need not discuss in advance each earnings release or each instance in which the Company gives earnings guidance.
The Committee shall oversee compliance with the requirements of applicable securities laws or rules for disclosure of auditors' services, engagements and independence of external auditors and audit committee member qualifications and activities.
The Committee shall receive and review the financial statements and other financial information of material subsidiaries of the Company and any auditor recommendations concerning such subsidiaries.
The Committee share oversee compliance with legal and regulatory requirements with respect to financial statements and financial reporting.

Oversight of Finance Matters

The Committee shall:

(a) periodically review matters pertaining to the Company's material policies and practices respecting cash management and material financing strategies or policies or proposed financing arrangements and objectives of the Company;

(b) periodically review the Company's major financial risk exposures (including foreign exchange and interest rate) and management's initiatives to control such exposure, including the use of financial derivatives and hedging activities;

(c) review and discuss with management all material off-balance sheet transactions, arrangement, obligations (including contingent obligations), leases and other relationships of the Company with unconsolidated entities, other persons, or related parties, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves, or significant components of revenues or expenses;

(d) review and discuss policies, procedures and practices with respect to risk identification, assessment and management, including appropriate guidelines and policies to govern the process, as well as the Company's major enterprise risk exposures and the steps management has undertaken to control them; and

(e) review and discuss with management the Company's effective tax rate, adequacy of tax reserves, tax payments and reporting of any pending tax audits or assessments, and material tax policies and tax planning initiatives.

Risk Oversight, Privacy and Cybersecurity

The Committee shall annually or as the Committee deems necessary or appropriate:

(a) review and discuss with management and as the Committee deems necessary or appropriate, the Chair of the Board or other committees of the Board, and monitor the adequacy and effectiveness of: (i) management's program, including policies and guidelines, to identify, assess, manage, and monitor major enterprise risks of the Company, including financial, operational, privacy, security, business continuity, legal and regulatory, and reputational risk, as well as those risks that would threaten the Company's business, future performance, solvency or liquidity; (ii) management's risk-management decisions, practices and activities; (iii) reports from management and others, including without limitation internal audit, regarding compliance with item (i) above; and (iv) the adequacy and appropriateness of management's response to, including the implementation thereof, the matters and findings, if any, in the reports referenced in item (iii) above;

(b) review, discuss with management and assess the Company's privacy and cybersecurity risk exposures; and

Committee Reporting

The Committee shall report regularly, which shall be at least quarterly, to the entire Board regarding the execution of the Committee's duties, responsibilities and activities, as well as any issues encountered and related recommendations and recommend to the Board that the audited financial statements be included in the Company's annual filings. The Committee Chair shall prepare and deliver the report to the Board. The

Committee's report by the Committee Chair may be a verbal report delivered to the Board at a duly called Board meeting.

The Committee shall also report to the Board quarterly and/or annually regarding the oversight and receipt of certifications from applicable management confirming compliance with certain applicable laws, regulations or rules and certain Company policies and practices, in each case as the Committee deems necessary or appropriate.

Additional Authority and Responsibilities

The Committee shall have the authority to engage independent counsel and other advisors, hire and terminate special legal, accounting, financial or other consultants to advise the Committee at the Company's expense, in each case, as it determines necessary or appropriate to carry out its duties and without consulting with, or obtaining prior approval from, any officer of the Company or the Board. The Committee may ask members of management, including, without limitation, the applicable member of management responsible for enterprise risk management, or others, including, without limitation, Company employees or the Chair of the Board or any committee, to attend meetings or provide information as necessary. The Committee shall also have the authority to ask the Company's independent auditors to attend meetings or provide information as necessary, and the Company's independent auditors will have direct access to the Committee at their own initiative.
The Committee shall provide for appropriate funding for payment of: (a) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company; (b) compensation to any advisors engaged or employed by the Committee under subsection 29 above; and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee shall review and/or approve any other matter specifically delegated to the Committee by the Board and undertake on behalf of the Board such other activities as may be necessary or desirable to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting and perform such other functions as assigned by law or the Company's constating documents.
The Committee shall review and approve in advance any proposed related-party transactions and required disclosure of such in accordance with applicable securities laws and regulations and consistent with any related-party transaction policy of the Company, to the extent such policy exists, and report to the Board on any approved transactions.

AUDIT COMMITTEE CHAIR

The Committee Chair should:

provide leadership to the Committee and oversee the functioning of the Committee;
chair meetings of the Committee (unless not present), including in-camera sessions, and report to the Board following each meeting of the Committee on the activities and any recommendations and decisions of the Committee and otherwise at such times and in such manner as the Committee Chair considers advisable;
ensure that the Committee meets at least four times per financial year of the Company, and otherwise as is considered advisable;
in consultation with the Chair of the Board, the Lead Director, if any, and the members of the Committee, establish dates for holding meetings of the Committee;

set the agenda for each meeting of the Committee with input from other members of the Committee, the Chair of the Board, the Lead Director, if any, and any other appropriate individuals;
ensure that Committee materials are available to any director upon request;
act as a liaison, and maintain communication, with the Chair of the Board, the Lead Director, if any, and the Board to co-ordinate input from the Board and to optimize the effectiveness of the Committee;
report annually to the Board on the role, mandate, and effectiveness of the Committee, in respect of contributing to the objectives of the Board and the Company;
assist the members of the Committee to understand and comply with the responsibilities contained in this mandate;
foster ethical and responsible decision making by the Committee;
oversee the structure, composition and membership of, and activities delegated to, the Committee from time to time;
ensure appropriate information is requested from the officers of the Company and is provided to the Committee to enable it to function effectively and comply with this mandate;
ensure that appropriate resources and expertise are available to the Committee;
ensure that the Committee considers whether any independent counsel or other experts or advisors retained by the Committee are appropriately qualified and independent in accordance with applicable laws;
facilitate effective communication between the members of the Committee and the officers of the Company;
attend, or arrange for another member of the Committee to attend, each meeting of the shareholders of the Company to respond to any questions from shareholders that may be asked of the Committee; and
perform such other duties as may be delegated to the Committee Chair or the Board from time to time.

THIS CHARTER

The Committee shall review and reassess the adequacy of this Charter on an annual basis or as required and recommend any proposed changes to the Board for approval. This Charter shall be posted on the Company's website.

SCHEDULE "C"

SPECIAL RESOLUTION AUTHORIZING THE DIRECTORS TO FIX NUMBER OF DIRECTORS

BE IT RESOLVED THAT:

The number of directors to be elected for the ensuing year be fixed at three.
The directors of the Corporation, be and they hereby are, authorized and empowered (the "Authorization") to determine the number of directors of the Corporation from time to time within the minimum and maximum number provided in the articles of the Corporation and the number of directors of the Corporation to be elected at the annual meeting of the shareholders of the Corporation.
Any one officer or any one director of the Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such documents, all in such form and containing such terms and conditions, as any one of them shall consider necessary or desirable in connection with the Authorization and shall approve, such approval to be conclusively evidenced by the execution thereof by the Corporation, and to do or to cause to be done all such other acts and things as any one of them shall consider necessary or desirable in connection with the Authorization or in order to give effect to the intent of the foregoing paragraphs of this special resolution.

C-1

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Culico Metals Inc. — Proxy Solicitation & Information Statement 2025

48540_rns_2025-09-05_0a138f63-c0b0-4a0a-8369-5362e33e929d.pdf

TABLE OF CONTENTS

GENERAL PROXY INFORMATION

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

BUSINESS OF THE MEETING

OTHER BUSINESS

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

STATEMENT OF EXECUTIVE COMPENSATION

EQUITY COMPENSATION PLAN INFORMATION

AUDIT COMMITTEE DISCLOSURE...23

CORPORATE GOVERNANCE DISCLOSURE...25

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...27

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...27

ADDITIONAL INFORMATION...27

APPROVAL...28

Revocation of Proxies

Exercise of Discretion by Proxies

Signing of Proxy

Non-Registered Shareholders

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

BUSINESS OF THE MEETING

Receipt of Financial Statements

Number of Directors

Election of Directors

Appointment of Auditor

Approval of the Omnibus Equity Incentive Plan

OTHER BUSINESS

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

STATEMENT OF EXECUTIVE COMPENSATION

Director and NEO Compensation, Excluding Compensation Securities

Notes:

Stock Options and Other Compensation Securities

Employment, Consulting and Management Agreements

Carl Gernandt – Chief Financial Officer and Corporate Secretary

Michael Doolin – Chief Operating Officer

Estimated Incremental Payments on Change of Control

Oversight and Description of Director and NEO Compensation

Elements of Compensation Program

Base Salary

Short Term Incentive Compensation

Incentive Plan

Options-Based Awards

Share-Based Awards

Pension Disclosure

Director Compensation

Directors and Officers Liability Insurance

EQUITY COMPENSATION PLAN INFORMATION

Stock Option Plans and Other Incentive Plans

Incentive Plan

Incentive Plan Purpose:

Types of Awards

Plan Administration

Shares Available for Awards

Limits with respect to Insiders, Individual Grants and Annual Grant Limits

Eligible Participants

Description of Awards

Options

Share Units

Deferred Share Units

Effect of Termination on Awards

Change of Control

Assignment and Transferability

Amendment

Equity Compensation Plan Information

Notes:

AUDIT COMMITTEE DISCLOSURE

Audit Committee

Audit Committee Charter

Composition, Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Assessments

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Culico Metals Inc. Proxy Solicitation & Information Statement 2025